-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, HOrBqqskgDxEGkuk7LSdrS7nEs98g+WBuR8W93cHsNHNOqT7hqFvydSH9j0v3I4F jx3lj5FcfFdGtu02DLRjqQ== 0000313867-95-000004.txt : 19950515 0000313867-95-000004.hdr.sgml : 19950515 ACCESSION NUMBER: 0000313867-95-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950214 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIAD SYSTEMS CORP CENTRAL INDEX KEY: 0000313867 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 942160013 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10504 FILM NUMBER: 95509745 BUSINESS ADDRESS: STREET 1: 3055 TRIAD DR CITY: LIVERMORE STATE: CA ZIP: 94550 BUSINESS PHONE: 5104490606 MAIL ADDRESS: STREET 1: 3055 TRIAD DRIVE CITY: LIVERMORE STATE: CA ZIP: 94550 10-Q 1 CIK: 0000313867 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (x) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 1994 OR ( ) Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number 0-9505 TRIAD SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-2160013 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3055 Triad Drive, Livermore, California 94550 (Address of principal executive offices) Registrant's telephone number, including area code: (510) 449-0606 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No As of December 31,1994, the registrant had outstanding 13,905,000 shares of common stock with $.001 par value. TRIAD SYSTEMS CORPORATION Quarterly Report Form 10-Q Index Page # Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets at December 31, 1994 and September 30, 1994 1 Consolidated Statements of Income for the Three Month Periods Ended December 31, 1994 and 1993 2 Consolidated Statements of Cash Flows for the Three Month Periods Ended December 31, 1994 and 1993 3 Notes to Consolidated Financial Statements 4-5 Item 2. Management's Discussion & Analysis of Operations and Financial Condition 6-10 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 11-12 Signatures 13 Exhibit 11.1 Computation of Earnings Per Share 14 Exhibit 27 Financial Data Schedule 15 PART I FINANCIAL INFORMATION TRIAD SYSTEMS CORPORATION CONSOLIDATED BALANCE SHEETS At December 31, 1994 and September 30, 1994 (Amounts in thousands except share data) December 31, September 30, 1994 1994 ------------ ------------- (Unaudited) ------------ ------------- ASSETS Current assets Cash and equivalents $ 3,535 $ 7,963 Trade receivables 15,031 14,090 Investment in leases 3,854 4,152 Inventories 7,513 6,113 Prepaid expenses and other current assets 6,856 6,068 ------- ------- Total current assets 36,789 38,386 Service parts 2,685 2,434 Property, plant and equipment, net of accumulated depreciation and amortization of $28,362 at December 31, 1994 and $27,486 at September 30, 1994 26,639 27,033 Long-term investment in leases 20,500 21,836 Land for resale 25,081 25,063 Capitalized software and intangible assets 13,835 13,870 Other assets 8,561 7,741 ------- ------- Total assets $134,090 $136,363 ======= ======= LIABILITIES Current liabilities Notes payable and current portion of long-term debt $ 6,624 $ 6,773 Accounts payable 8,001 8,940 Accrued employee compensation 7,552 8,090 Deferred income taxes 4,429 4,310 Other current liabilities and accrued expenses 10,714 10,189 ------- ------- Total current liabilities 37,320 38,302 Long-term debt 53,439 56,633 Deferred income taxes 24,375 23,855 Other liabilities 5,375 5,432 ------- ------- Total liabilities 120,509 124,222 ------- ------- STOCKHOLDERS' EQUITY Cumulative convertible preferred stock $.01 par value; authorized 1,000,000 shares; issued and outstanding 1,000,000 shares at December 31,1994 and September 30, 1994; liquidation value $20 million 10 10 Common stock $.001 par value; authorized 50,000,000 shares; issued 14,252,000 shares at December 31, 1994 and 13,896,000 shares at September 30, 1994 14 14 Treasury Stock 347,000 shares at December 31, 1994 and 270,000 shares at September 30, 1994 (1,717) (1,326) Capital in excess of par 32,565 31,680 Accumulated deficit (17,291) (18,237) ------- ------- Total stockholders' equity 13,581 12,141 ------- ------- Total liabilities and stockholders' equity $134,090 $136,363 ======= ======= The accompanying notes are an integral part of these financial statements. TRIAD SYSTEMS CORPORATION CONSOLIDATED STATEMENTS OF INCOME For the Three Month Periods Ended December 31, 1994 and 1993 (Unaudited) (Amounts in thousands except per share data) Three Months Ended December 31, 1994 1993 ------- ------- Revenues Systems $17,382 $14,398 Customer support services 15,455 14,820 Information services 6,752 5,734 Finance 2,380 2,524 ------- ------- Total revenues 41,969 37,476 ------- ------- Costs and expenses Systems 8,359 6,725 Services 12,967 12,039 Marketing 11,141 9,961 Product development 2,100 2,212 General & administrative and other expenses 3,115 2,897 ------- ------- Total costs and expenses 37,682 33,834 ------- ------- Operating income 4,287 3,642 Interest and other expense 1,734 1,958 ------- ------- Income before income taxes and extraordinary charge 2,553 1,684 Provision for income taxes 970 640 ------- ------- Income before extraordinary charge 1,583 1,044 Extraordinary charge on repurchase of debt, net of taxes 153 --- ------- ------- Net income $ 1,430 $ 1,044 ======= ======= Earnings per share Primary Income before extraordinary charge $0.09 $0.06 Net income $0.08 $0.06 Weighted average shares 17,831 17,422 Fully diluted Income before extraordinary charge $0.09 $0.06 Net income $0.08 $0.06 Weighted average shares 17,921 17,422 The accompanying notes are an integral part of these financial statements. TRIAD SYSTEMS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Month Periods Ended December 31, 1994 and 1993 (Unaudited) (Amounts in thousands) Three Months Ended December 31, 1994 1993* ------- ------- Cash flows from operating activities Income before extraordinary charge $1,583 $1,044 Adjustments to reconcile income before extraordinary charge to net cash provided by operating activities Extraordinary charge on repurchase of debt, net of taxes (153) --- Depreciation and amortization 2,083 2,161 Receivable and inventory loss provisions 1,733 1,730 Gains from lease discounting (1,292) (1,419) Other (552) 582 Changes in assets and liabilities Trade accounts receivable (1,597) (1,600) Leases purchased (discounted) 2,529 2,080 Inventories (1,558) (112) Deferred income taxes 639 215 Prepaid expenses and other current assets (803) (34) Accounts payable (939) (1,952) Accrued employee compensation (538) (738) Other current liabilities and accrued expenses 525 323 ------- ------- Net cash provided by operating activities 1,660 2,280 Cash flows from investing activities Investment in property, plant and equipment (399) (502) Capitalized software (673) (674) Other (1,564) (1,913) ------- ------- Net cash used in investing activities (2,636) (3,089) Cash flows from financing activities Issuance of debt 15,150 10,050 Repayment of debt (18,678) (11,010) Proceeds from sale of common stock 667 482 Dividends paid (200) (200) Purchase of treasury stock (391) (190) ------- ------- Net cash used in financing activities (3,452) (868) Net decrease in cash and equivalents (4,428) (1,677) Beginning cash and equivalents 7,963 8,250 ------- ------- Ending cash and equivalents $3,535 $6,573 ======= ======= Supplemental disclosures of cash flow information Cash paid during the period for Interest $1,088 $1,048 Income Taxes 68 142 * Certain fiscal year 1994 amounts have been reclassified to conform to the fiscal year 1995 presentation. The accompanying notes are an integral part of these financial statements. TRIAD SYSTEMS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1994 and 1993 (Unaudited) 1. In the opinion of the Registrant, the consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of December 31, 1994 and the results of operations and cash flows for the three month periods ended December 31, 1994 and 1993. The results of operations for the three month period ended December 31, 1994 are not necessarily indicative of the results to be expected for the full year. The Balance Sheet does not include all disclosure requirements under GAAP and should be read in conjunction with the September 30, 1994 audited financial statements and notes thereto. 2. The consolidated financial statements include the accounts of Triad Systems Corporation and its wholly-owned subsidiaries, including Triad Systems Financial Corporation ("Triad Financial"), after elimination of inter company accounts and transactions. Financial information relating to the Company's combined leasing operations is presented in Note 6. 3. Primary and fully diluted earnings per share are based on the average common shares outstanding, the dilutive effect of the stock options and the assumed conversion of the preferred stock and exercise of warrants. Dilution from common equivalents have been adjusted under the treasury stock method in fiscal year 1995 and further adjusted under the modified treasury stock method in fiscal year 1994. 4. Trade accounts receivable at December 31,1994 and September 30,1994 include allowances for doubtful accounts of $1,176,000 and $1,166,000, respectively. 5. Inventories are stated at the lower of cost (first-in, first-out method) or market and include amounts which ultimately may be capitalized as equipment or service parts. (Amounts in thousands) December 31, 1994 September 30, 1994 ----------------- ------------------ Purchased Parts $3,299 $2,404 Work in process 489 448 Finished Goods 3,725 3,261 ------ ------ Inventories $7,513 $6,113 ------ ------ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 6. Triad Financial is a wholly-owned subsidiary which purchases Triad systems and other products and leases those products to third parties under full-payout, direct financing leases. Summarized financial information of the Company's combined leasing operations, included in the Consolidated Financial Statements is as follows: CONDENSED COMBINED BALANCE SHEETS At December 31, 1994 and September 30, 1994 (Amounts in thousands) December 31, September 30, 1994 1994 ------------ ------------- (Unaudited) Assets Cash $ 103 $ --- Net investment in leases 24,354 25,988 Residual value retained on leases discounted 5,794 5,544 Receivable from parent company 27,878 25,633 Other assets 3,391 2,857 ------- ------- Total Assets $61,520 $60,022 ======= ======= Liabilities and Stockholder's Equity Other liabilities and accrued expenses $ 8,287 $ 8,115 Deferred income 2,014 1,955 Debt 1,984 2,171 Stockholder's equity 49,235 47,781 ------- ------- Total Liabilities and Stockholder's Equity $61,520 $60,022 ======= ======= CONDENSED COMBINED STATEMENTS OF INCOME For the Three Month Periods Ended December 31, 1994 and 1993 (Unaudited) (Amounts in thousands) Three Months Ended December 31, 1994 1993 ------- ------- Revenues $2,380 $2,524 Selling and administrative expenses 496 545 Provision for doubtful accounts 603 579 Operating income 1,281 1,400 Intercompany income 1,197 617 Income before taxes 2,478 2,017 Provision for income taxes 1,044 767 ------- ------- Net income $1,434 $1,250 ======= ======= Triad Systems Corporation MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Summary Revenues were $42.0 million for the period, the sixth consecutive record revenue quarter and 12% above the first quarter high of $37.5 million a year ago. Both primary markets generated revenue increases in the quarter. The Automotive market, which consists of the Jobber, Service Dealer and Warehouse segments, provided revenues of $27.8 million, a 10% increase over the same period last year. The Hardlines and Lumber market (formerly known as Hardgoods) generated revenues of $12.6 million, or 8% over the same period last year. Operating income increased 18% to $4.3 million, resulting in earnings per share before extraordinary charges of $.09, 50% above the $.06 generated in the first quarter of 1994. Percent of Revenues for the Three Months Ended December 31 1994 1993 ------ ------ Revenues 100.0% 100.0% Costs and expenses Cost of systems 19.9 17.9 Cost of services 30.9 32.1 Marketing 26.6 26.6 Product development 5.0 5.9 General & administrative and other expenses 7.4 7.8 Total costs and expenses 89.8 90.3 Operating income 10.2 9.7 Interest and other expense 4.1 5.2 Income before taxes and extraordinary charge 6.1 4.5 Provision for income taxes 2.3 1.7 Income before extraordinary charge 3.8 2.8 Extraordinary charge on repurchase of debt, net of taxes 0.4 --- Net income 3.4% 2.8% Revenues Systems revenues increased 21% to $17.4 million and combined services revenues increased 8% to $22.2 million. These increases were partially offset by a 6% decrease in finance revenues to $2.4 million. Systems System sales in the Automotive market were $10.2 million, a 21% increase over the same period last year. Domestic Jobber revenues increased to $6.8 million, $1.3 million or 23% over the same period last year. Warehouse revenues increased 46% to $1.2 million and Service Dealer revenues increased 12% to $1.6 million. The Hardlines and Lumber market also showed revenue gains of 7% to $6.3 million for the period. The significant contributing factor to the increase in Jobber revenues was customers upgrading to the second phase of the Triad Prism(tm) platform as a result of the sales force focusing on the Prism product line. Service Dealer revenues reflect continued penetration by the Triad ServiceWriter systems product and an increase in sales representatives for the period. Warehouse revenues increased over the first quarter of last year due to the continued success of the Triad UNIX-based warehouse system which was introduced in the second quarter of last year. The Hardlines and Lumber revenue increase was primarily driven by increased sales of Triad's Eagle(tm) systems over the prior year. Improved stability in the Hardlines and Lumber sales force has contributed to the quarter's success. Services The increase in services revenues primarily resulted from the Automotive market's Information Services revenues increasing $1.0 million to $6.8 million, 18% above the same period last year. The Hardlines and Lumber market was responsible for Customer Support revenues increasing 4% to $15.5 million. Customer Support revenue improvements can be attributed to additional recurring monthly revenues generated from increased customers in both the Hardlines and Lumber market and the Service Dealer segment. Further, revenue generated from customer education and training increased $.4 million to $.7 million and revenue from business products increased 33% to $1.2 million. Electronic Catalog(tm) sales increased 17% to $4.9 million and provided the majority of the Information Services revenues gain. Electronic Catalog revenues continue to rise due to the growing number of database subscribers created by the increasing number of systems customers. Finance Triad Financial revenues were $2.4 million for the quarter, a 6% decrease when compared to the same period in the prior year. This reduction resulted from lower lease income due to a $4.1 million decrease in the average portfolio for the period and a drop in discounting gains, which typically decrease as interest rates rise. Costs and Expenses Gross margin as a percent of systems revenue decreased 1% to 52% for the quarter. This decrease is the result of an increased volume of lower margin products. Gross margin as a percentage of services revenues remained similar to last year. Marketing expenses were consistent at 27% of sales, up $1.2 million due to additional sales representatives being added during the period. Product development expenses after capitalization of software development decreased $.1 million for the period due to a temporary reduction in headcount. General, administrative and other operating expenses increased $.2 million to $3.1 million due to scheduled increases in salary. Interest and other expense decreased $.2 million to $1.7 million, primarily as a result of the company retiring $10.0 million in debt since the first quarter of last year. Interest expense is expected to decrease this year as a result of the debt retirement. The early retirement of senior fixed rate notes in October 1994 generated an extraordinary charge of $153,000 ($.01 per share) that included a premium of $198,000, unamortized debt costs of $49,000, less taxes of $94,000. Future Operating Results The Company's future operating results will depend upon conditions in its markets that may affect demand for its products, and upon the Company's ability to introduce products and enhancements on a timely basis. Results will also be affected by seasonal changes in product demand, market acceptance of new products and enhancements, the size and experience of the sales force and the mix of products sold. All could cause operating results to fluctuate, especially on a quarterly basis. Liquidity Working Capital - management believes that working capital and the Company's ability to generate working capital by discounting its investment in Triad Financial's lease portfolio is sufficient to meet foreseeable business needs. The Company manages current assets, particularly cash, to maximize the return on assets. The Company utilizes its cash to fund Triad Financial's lease portfolio, which was $24.4 million at December 31, 1994, or to reduce the Company's debt level. Depreciation and amortization decreased $.1 million to $2.1 million due to reduced amortization related to capitalized software. Gains from lease discounting decreased $.1 million to $1.3 million as yields in the current year were slightly lower than the prior year due to interest rate changes. Cash used in inventory increased $1.4 million to $1.6 million. The increase in inventory is related to the Triad Prism product. Cash used in accounts payable decreased by $1.0 million to $.9 million for the period. This reflects a late buildup in accounts payable from inventory purchases this quarter when compared to the corresponding period in the prior year. Capital equipment expenditures were $.4 million during the first quarter of fiscal 1995. The Company anticipates that fiscal 1995 capital expenditures will be approximately $1 million higher than fiscal 1994's $3.4 million due to a planned information systems upgrade. The line of credit borrowings used to finance operations were $15.2 million for the quarter and were repaid prior to quarter end. Additionally, the Company retired $2.9 million in senior debt in October. There were no borrowings against this line of credit as of December 31, 1994. During the quarter, treasury stock valued at $.4 million was reacquired by the company from officers exchanging common shares outstanding for stock options exercised into common shares resulting in 77,000 additional treasury shares. Business Resources Management believes available cash resources, primarily generated from operations, lease discounting and credit lines, will provide adequate funds to finance foreseeable operating needs. The Company maintains $13.8 million in bank lines of credit and there were no borrowings as of December 31, 1994. The Company currently invests its available cash resources in the lease portfolio of Triad Financial due to the higher yields achieved and the flexibility to offer customers financing. At December 31, 1994, the Company had $24.4 million invested in its lease portfolio and, if needed, maintains discounting lines to sufficiently liquidate the principal of this investment into cash. Triad Financial financed 56% of Triad's domestic business system sales during the first quarter of fiscal 1995, as well as $3.8 million in non-Triad equipment through client lease programs. Additionally, Triad Financial received $15.5 million of proceeds from discounting leases during the quarter. Limited and full-recourse discounting agreements are maintained with banks and lending institutions. The discounting agreements contain certain restrictive covenants which allow Triad Financial to discount only while in compliance with such covenants. The company is in compliance with the restrictive covenants and management believes that it will maintain compliance with such covenants in the foreseeable future. Under the discounting agreements, Triad Financial is contingently liable for losses in the event of lessee nonpayment. The agreements provide for limited recourse of up to 10% or full recourse at 100% of discounting proceeds, depending on the credit risk associated with specific leases. At December 31, 1994, the portfolio available for discounting was $15.8 million and commitments for $41.4 million in discounting lines were available. PART II OTHER INFORMATION Items 1-5. Not applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibit Index for December 31, 1994 Sequentially Exhibit Numbered Number Page *10.1 Triad Systems Corporation Amended and Restated 1982 Stock Option Plan as amended on October 22, 1993, incorporated by reference from Exhibit 10.1 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1993. 10.2 Form of Indemnification Agreement, incorporated by reference from Exhibit 10.4 to the Company's Registration Statement on Form S-2 (File No. 33-2966) filed July 3, 1989 (the "1989 Form-2 Registration Statement"). *10.3 Nonqualified Stock Option Agreement between the Company and James R. Porter dated January 13, 1987, incorporated by reference from Exhibit 10.5 to the 1987 Form S-2 Registration Statement, (File No. 33-13599) (the "1987 Company's Form S-2 Registration Statement"). 10.4 Development Agreement between the Company and the City of Livermore dated December 2, 1985, incorporated by reference from Exhibit 10.5 to the 1987 Form S-2 Registration Statement. 10.5 Subdivision Improvement Agreement between the Company and the City of Livermore dated December 2, 1985, incorporated by reference from Exhibit 10.7 to the 1987 Form S-2 Registration Statement. 10.6 Mortgage between Variable Annuity Life Insurance Company and 3055 Triad Drive dated August 23, 1988, incorporated by reference from Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1988 (the 1988 Form 10-K). *10.7 Nonqualified Stock Option Agreement between the Company and James R. Porter dated as of February 17, 1987, incorporated by reference from Exhibit 10.7 of the 1988 Form 10-K. *10.8 Nonqualified Stock Option Agreement between the Company and James R. Porter dated November 12, 1988, incorporated by reference from Exhibit 10.8 of the 1988 Form 10-K. *10.9 Triad Systems Corporation 1990 Stock Option Plan as amended on October 22, 1993, incorporated by reference from Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1993. *10.10 Triad Systems Corporation Amended and Restated Outside Directors Stock Option Plan, incorporated by reference from Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1991. 10.11 Revolving Credit Loan Agreement dated as of June 30, 1992, as amended, between the Company and Plaza Bank of Commerce, incorporated by reference from Exhibit 10.3 to the Company's Current Report on Form 8-K filed August 17, 1992. 10.12 Unit Purchase Agreement dated as of July 2, 1992, between the Company, Richard C. Blum & Associates, Inc. and certain purchasers, together with the First Amendment to Unit Purchase Agreement dated as of August 3, 1992, and the form of irrevocable Proxy, incorporated by reference from Exhibit 10.4 to the Company's Current Report on Form 8-K filed August 17, 1992. 10.13 Unit Certificate evidencing Units to purchase Preferred Stock and Warrants, together with Form of Warrant Certificate, attached as Exhibit A thereto, incorporated by reference from Exhibit 3.2 to the Company's Current Report on Form 8-K filed August 17, 1992. 10.14 Registration Rights Agreement between the Company and certain purchasers under the Unit Purchase Agreement dated as of August 3, 1992, incorporated by reference from Exhibit 10.5 to the Company's Current Report on Form 8-K filed August 17, 1992. 10.15 Grant Agreement between the Industrial Development Authority and Triad Systems Ireland Limited, Triad Systems Corporation and Tridex Systems Limited and related agreements, incorporated by reference from Exhibit 10.15 to the 1992 Form S-4 Registration Statement. 10.16 Cancellation of Development Agreement between the Company and the City of Livermore dated July 15, 1993, incorporated by reference from Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1993. 10.17 Amended and Restated Subdivision Improvement Agreement between the Company and the City of Livermore dated May 12, 1993, incorporated by reference from Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1993. *10.18 Supplemental Deferred Compensation Plan between the Company and a select group of Triad Key Employees and their beneficiaries dated April 1, 1994, incorporated by reference from Exhibit 10.18 to the Company's Form 10-Q for the fiscal quarter ended June 30, 1994. *10.19 Amendment to the Amended and Restated 1982 Stock Option Plan dated April 25, 1994, incorporated by reference from Exhibit 10.19 to the Company's Form 10-Q for the fiscal quarter ended June 30, 1994. 11.1 Computation of Earnings Per Share. 14 27 Financial Data Schedule 15 (b) Reports on Form 8-K No report on Form 8-K was filed during the quarter ended December 31, 1994. - ---------------- * Compensatory or employment agreement SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, a duly authorized officer of the Registrant. Triad Systems Corporation ------------------------- (Registrant) Date: February 8, 1995 /s/ Stanley F. Marquis ---------------------- Stanley F. Marquis Vice President, Finance (Principal Financial Officer) EX-11 2 Exhibit 11.1 Triad Systems Corporation COMPUTATION OF EARNINGS PER SHARE For the Three Month Periods Ended December 31,1994 and 1993 (Amounts in thousands except per share data) Three Months Ended December 31, 1994 1993 ------- ------- Calculation of number of shares entering into computations Weighted average shares outstanding 13,800 12,603 Assumed conversion of preferred stock and exercise of warrants 3,137 3,137 ------- ------- 16,937 15,740 Net effect of dilutive stock options and warrants based on the average stock price 894 1,682 ------- ------- Average primary shares outstanding 17,831 17,422 ======= ======= Net effect of dilutive stock options and warrants based on the ending stock price 90 --- ------- ------- Average fully diluted shares outstanding 17,921 17,422 ======= ======= Income before extraordinary charge $1,583 $1,044 Net interest costs associated with assumed retirement of debt --- 35 ------- ------- Adjusted income before extraordinary charge 1,583 1,079 Extraordinary charge on repurchase of debt, net of taxes 153 --- ------- ------- Adjusted net income $1,430 $1,079 ======= ======= Earnings per share Primary Income before extraordinary charge $0.09 $0.06 Net income $0.08 $0.06 Fully diluted Income before extraordinary charge $0.09 $0.06 Net income $0.08 $0.06 ======= ======= EX-27 3 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE. [DESCRIPTION] ART. 5 FDS FOR 1ST QUARTER 10-Q This schedule contains summary financial information extracted from the Consolidated Balance Sheets at December 31, 1994 and the Consolidated Statement of Income and Statement of Cash Flow for three months ended December 31, 1994, and is qualified in its entirety by reference to such financial statements. 1,000 3-MOS SEP-30-95 DEC-31-94 3,535 0 16,027 1,176 7,513 36,789 55,001 28,362 134,090 37,320 53,439 14 0 10 13,557 134,090 17,382 41,969 8,359 21,326 0 1,733 1,734 2,553 970 1,583 0 153 0 1,430 0.08 0.08
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