-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IED1SRs5Q2SWg3e8zaSri//3aO9ndhVv+SrioTso7GLxHGbdCXweS0YW5UAGCQvk A8WgtBmst7VWJA9F4ixZHw== 0000313867-96-000004.txt : 19960515 0000313867-96-000004.hdr.sgml : 19960515 ACCESSION NUMBER: 0000313867-96-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960514 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: 96562390 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 March 31, 1996. 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 (IRS Employer Identification No.) incorporation or organization) 3055 Triad Drive, Livermore, CA 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 March 31, 1996, the registrant had outstanding 17,518,000 shares of common stock with $.001 par value. Triad Systems Corporation QUARTERLY REPORT FORM 10-Q Index Page Part I. Financial Information Item I. Financial Statements Consolidated Balance Sheets at March 31, 1996 and September 30, 1995 1 Consolidated Statements of Income for the Three and Six Month Periods Ended March 31, 1996 and 1995 2 Consolidated Statements of Cash Flows for the Six Month Periods Ended March 31, 1996 and 1995 3 Notes to Consolidated Financial Statements 4-5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6-8 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 9-10 Signatures 11 Exhibit 11.1 Computation of Earnings Per Share 12 Exhibit 27 Financial Data Schedule 13 PART I FINANCIAL INFORMATION Triad Systems Corporation CONSOLIDATED BALANCE SHEETS March 31, September 30, (Amounts in thousands except share data) 1996 1995 ------------- ------------- (Unaudited) Assets Current assets Cash and equivalents $5,386 $7,263 Marketable securities 2,385 - Trade receivables 13,394 13,175 Investment in leases 2,021 2,001 Inventories 6,827 5,636 Prepaid expenses and other current assets 8,371 6,702 --------- --------- Current assets 38,384 34,777 Service parts 3,367 3,316 Property, plant and equipment, net 26,837 27,017 Long-term investment in leases 12,228 16,540 Land for resale 26,384 25,250 Capitalized software and intangible assets 18,973 16,222 Other assets 8,419 9,587 --------- --------- Assets $134,592 $132,709 ========= ========= Liabilities Current liabilities Notes payable and current portion of long-term debt $2,790 $3,032 Accounts payable 9,774 9,373 Accrued employee compensation 7,031 7,908 Deferred income taxes 3,391 3,338 Other current liabilities and accrued expenses 7,625 9,695 --------- --------- Current liabilities 30,611 33,346 Long-term debt 51,930 52,577 Deferred income taxes 27,775 26,176 Other liabilities 6,208 6,389 --------- --------- Liabilities 116,524 118,488 --------- --------- Stockholders' Equity Common stock $.001 par value; authorized 50,000,000 shares; issued 18,163,000 shares at March 31, 1996 and 17,969,000 shares at September 30, 1995 18 18 Treasury stock 645,000 shares at March 31, 1996 and 599,000 shares at September 30, 1995 (3,478) (3,204) Capital in excess of par 28,779 28,201 Accumulated deficit (7,251) (10,794) --------- --------- Stockholders' equity 18,068 14,221 --------- --------- Liabilities and stockholders' equity $134,592 $132,709 ========= ========= The accompanying notes are an integral part of these financial statements. Triad Systems Corporation CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended Six Months Ended March 31, March 31, (Amounts in thousands except 1996 1995 1996 1995 per share data) --------- --------- --------- --------- Revenues Automotive $25,682 $28,978 $49,492 $56,775 Hardlines & lumber 15,375 13,500 31,056 26,103 Other 1,377 1,640 2,736 3,209 --------- --------- --------- --------- Total revenues 42,434 44,118 83,284 86,087 --------- --------- --------- --------- Cost of sales 22,779 22,105 44,212 43,431 --------- --------- --------- --------- Gross margin 19,655 22,013 39,072 42,656 --------- --------- --------- --------- Marketing 11,645 11,721 22,826 22,862 Product development 2,021 2,066 3,935 4,166 General & administrative and other expenses 2,624 2,847 4,964 5,962 --------- --------- --------- --------- Operating income 3,365 5,379 7,347 9,666 --------- --------- --------- --------- Interest and other expenses (1,456) (1,684) (3,042) (3,418) Other income 1,624 - 1,624 - --------- --------- --------- --------- Income before income taxes and extraordinary charge 3,533 3,695 5,929 6,248 Provision for income taxes 1,343 1,404 2,253 2,374 --------- --------- --------- --------- Income before extraordinary charge 2,190 2,291 3,676 3,874 Extraordinary charge on repurchase of debt, net of taxes - - - (153) --------- --------- --------- --------- Net income $2,190 $2,291 $3,676 $3,721 ========= ========= ========= ========= Earnings per share Primary Income before extraordinary charge $0.13 $0.13 $0.21 $0.22 Net income $0.13 $0.13 $0.21 $0.21 Weighted average shares 17,496 18,155 17,438 17,993 Fully diluted Income before extraordinary charge $0.13 $0.13 $0.21 $0.22 Net income $0.13 $0.13 $0.21 $0.21 Weighted average shares 17,496 18,249 17,438 18,085 ========= ========= ========= ========= The accompanying notes are an integral part of these financial statements. Triad Systems Corporation CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Month Periods Ended March 31, (Amounts in thousands) 1996 1995 --------- --------- Cash flows from operating activities Income before extraordinary charge $3,676 $3,874 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 3,960 4,185 Receivable and inventory loss provisions 5,550 3,813 Gains from lease discounting (3,832) (3,590) Gain from marketable securities revaluation (1,624) - Other (2,078) (1,074) Changes in assets and liabilities Trade accounts receivable (2,571) (1,240) Investment in leases 6,987 12,809 Inventories (1,376) (902) Deferred income taxes 1,652 1,704 Prepaid expenses and other current assets (1,664) (1,423) Accounts payable 401 (1,660) Accrued employee compensation (877) (337) Other current liabilities and accrued expenses (2,160) (182) --------- --------- Net cash provided by operating activities 6,044 15,824 Cash flows from investing activities Capitalized software and databases (4,152) (3,306) Investment in property, plant and equipment (1,489) (1,173) Investment in service parts (613) (1,070) Other (650) (833) --------- --------- Net cash used in investing activities (6,904) (6,382) Cash flows from financing activities Issuance of debt 29,247 27,350 Repayment of debt (30,568) (31,483) Redemption of preferred stock - (10,000) Proceeds from sale of common stock 578 1,637 Purchase of treasury stock (274) (932) Dividends paid - (400) Other - (322) --------- --------- Net cash used in investing activities (1,017) (14,150) Net decrease in cash and equivalents (1,877) (4,708) Beginning cash and equivalents 7,263 7,963 --------- --------- Ending cash and equivalents $5,386 $3,255 ========= ========= Supplemental disclosures of cash flow information Cash paid during the period for Interest $2,461 $3,053 Income taxes 829 159 Noncash investing and financing activities Redemption of preferred stock - 11,195 Capital lease - 275 ========= ========= The accompanying notes are an integral part of these financial statements. Triad Systems Corporation NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 1996 and 1995 (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 March 31, 1996 and the results of operations and cash flows for the six month periods ended March 31, 1996 and 1995. The results of operations for the three and six month periods ended March 31, 1996 and 1995 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, 1995 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 intercompany accounts and transactions. Financial information relating to the Company's combined leasing operations is presented in Note 6. 3. Trade accounts receivable at March 31,1996 and September 30,1995 include allowances for doubtful accounts of $1,388,000 and $1,420,000, respectively. 4. 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) March 31, 1996 September 30, 1995 ----------------- ------------------ Purchased Parts $2,259 $2,189 Work in process 640 391 Finished Goods 3,928 3,056 Inventories $6,827 $5,636 5. Property, plant and equipment at March 31, 1996 and September 30, 1995 includes accumulated depreciation and amortization of $32,639,000 and $30,768,000, respectively. 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 March 31, September 30, (Amounts in thousands) 1996 1995 ------------- ------------- (Unaudited) Assets Cash $ 11 $ 5 Net investment in leases 14,248 18,541 Residual value retained on leases discounted 6,803 6,452 Receivable from parent company 56,553 50,262 Other assets 3,880 3,652 --------- --------- Assets $81,495 $78,912 ========= ========= Liabilities and Stockholders' Equity Other liabilities and accrued expenses $ 7,938 $ 8,367 Deferred income 2,494 2,337 Debt 12,649 13,033 Stockholders' equity 58,414 55,175 --------- --------- Liabilities and stockholders' equity $81,495 $78,912 CONDENSED COMBINED STATEMENTS OF INCOME (Unaudited) Three Months Ended Six Months Ended March 31, March 31, (Amounts in thousands) 1996 1995 1996 1995 --------- --------- --------- --------- Revenues $2,550 $3,399 $5,195 $5,779 Selling and administrative expenses 408 449 858 903 Provision for doubtful accounts 1,415 699 2,467 1,303 --------- --------- --------- --------- Operating income 727 2,251 1,870 3,573 Interest expense 245 36 500 77 Intercompany income 1,893 1,288 3,781 2,485 --------- --------- --------- --------- Income before income taxes 2,375 3,503 5,151 5,981 Provision for income taxes 987 1,326 1,924 2,369 --------- --------- --------- --------- Net Income $1,388 $2,177 $3,227 $3,612 ========= ========= ========= ========= Triad Systems Corporation MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Second Quarter and Year to Date F/Y 1996 compared to Second Quarter and Year to Date F/Y 1995 Results of Operations Summary Earnings per share for the second quarter and first six months were even with those of the same period in 1995 at $.13 and $.21, respectively. Revenues for the second quarter were $42.4 million, compared to $44.1 million a year ago. Revenues for the first half of 1996 were $83.3 million compared to $86.1 million in the first two quarters of 1995. Net income of $2.2 million for the second quarter was slightly below the $2.3 million earned in the second quarter of 1995. Net income of $3.7 million for the first six months of 1996 was even with the same period of 1995. Net income for the second quarter of 1996 included the sale of the Company's investment in the Alldata Corporation, an automotive database marketer that was purchased by Autozone in March 1996. Automotive Aftermarket Revenues The Automotive Aftermarket consists of manufacturers, warehouse distributors, parts stores and service dealers. Revenues are primarily derived from the sale and financing of systems and information and support services related to those systems. Automotive Aftermarket revenues were $25.7 million for the second quarter and $49.5 million for the first half of 1996, 11% and 13%, respectively, below the revenues for the same periods a year ago. Systems sales decreased to $8.4 million from $10.6 million in the second quarter of 1995 and decreased to $14.5 million from $20.8 million in the first half of 1995. Results reflect an ongoing softness in the market created primarily by a continuing consolidation of the smaller jobber businesses and product issues related to the Triad Prism product. Customer support revenues of $8.5 million for the quarter and $17.4 for the first half were $.8 million and $1.3 million below a year ago, reflecting lower priced service offerings related to more reliable technology, fewer installation and customer education opportunities and lower recurring revenue from a reduced customer base. Information Services revenues were $7.2 million for the quarter and $14.4 million for the first half, a 10% improvement in both periods over a year ago. Customers applying Triad's parts and labor estimating system continue to steadily increase as the Aftermarket recognizes the need for increased information-management efficiencies. Triad Systems Financial Corporation ("Triad Financial," a wholly-owned subsidiary) revenues in this market were $1.5 million for the quarter and $3.2 million for the first half, decreases of $.9 million and $1.0 million, respectively, from the second quarter and first half of 1995. Triad Financial had unusually high revenues during the first half of 1995 due to increased discounting related to the exchange of the Company's preferred shares. Hardlines & Lumber Market Revenues Revenues from the sale and financing of systems, support and information to manufacturers, hardware stores and home centers, lumber and building supply outlets and paint and decorating retailers were $15.4 million for the second quarter and $31.1 million for the first half of 1996, 14% and 19% higher than revenues for the same periods last year. Systems sales rose $.8 million to $7.5 million for the second quarter and rose $2.6 million for the first half when compared to the same periods a year ago. Increases reflect economic stabilization of this market, coupled with a growing awareness of the benefits of automation. The Company's activities to become more closely affiliated with major co-ops and wholesale distributors has also positively impacted revenues. Customer support revenues were $6.3 million for the quarter and $12.4 million for the first half, both 13% increases over the same periods in 1995. The customer base generating these revenues has increased by 438 customers since the second quarter of last year. Information Services revenues were $.5 million and $1.0 million for the quarter and first half, respectively. These revenues have increased when compared to a year ago as the Company's new Vista point of sale (POS) business continues to grow. Triad Financial revenues rose 11% to $1.0 million for the quarter and 26% to $2.0 million for the first half. Increased systems sales over the prior year, accompanied by an increase in the proportion of business financed by Triad Financial, resulted in higher revenues generated from lease discounting. Cost of Systems and Services Margins for the Automotive Aftermarket were 46.3% for the quarter and 46.7% for the first half, down 5.8% and 4.9% for the quarter and first half, respectively. The reduction in system sales, Triad Prism returns and the costs of shifting Triad Prism customers to alternative products resulted in these lower margins. Margins for the Hardlines and Lumber Market were down slightly for the quarter but remained relatively consistent with the first half of last year. Expenses and Other Income Marketing expenses were $11.6 million for the quarter and $22.8 million for the first half, both slight decreases from a year ago. The Company has maintained these expenses at 27% of revenues. Product development expenses, after capitalization of software development, were $2.0 million for the quarter and $3.9 million for the first half, reductions of $.1 million and $.2 million from last year, respectively. Gross expenses rose slightly over last year but were offset with increased capitalization related to new product development in the POS and Hardlines and Lumber market and with further Prism development. General, administrative and other operating expenses were $2.6 million for the quarter and $5.0 million for the first half, 8% and 17% reductions, respectively, when compared to a year ago. This is primarily attributed to a reduction in compensation expenses and operating costs when compared to last year. Additionally, litigation expense was $.2 million less than the first half of 1995 and the Company benefited from a reduction in its accruals needed for future tax liabilities. Interest expense was $1.5 million for the quarter and $3.0 million for the first half, a reduction of $.2 and $.4 million for the quarter and year to date, respectively. This cost reduction is primarily attributed to the Company's reduction of debt in 1995. In 1995, the Company also refinanced $11.8 million in floating rate notes at a lower interest cost. In October 1994, $2.9 million of senior fixed rate notes were retired early. This 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. In March 1996, the Company recognized $1.6 million in income related to the revaluation of the Company's investment in the Alldata Corporation, an automotive database marketer that was purchased by Autozone in March. The majority of the securities received from the transaction are expected to be sold during the third quarter. Future Operating Results 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 and Capital Resources Management believes available cash resources, primarily generated from operations, marketable securities, lease discounting and credit lines, will provide adequate funds to finance foreseeable operating needs. The Company has available $14.5 million in a bank line of credit and there were no borrowings at March 31, 1996. Triad Financial financed the majority of Triad's domestic business systems sales during the first half, as well as $7.6 million in non-Triad equipment through client lease programs. Triad Financial received $37.4 million of proceeds from discounting leases during the first half. Limited and full-recourse discounting agreements are maintained with banks and lending institutions. Discounting agreements contain certain restrictive covenants that allow Triad Financial to discount only while in compliance with such covenants. In the event of non-compliance, the banks and lending institutions could assume administrative control of the Company's lease portfolio and prohibit further discounting under the available credit facilities. 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 15% or full recourse at 100% of discounting proceeds, depending on the credit risk associated with specific leases. At March 31, 1996, the portfolio available for discounting was $14.2 million and commitments for $49.9 million in discounting lines were available. Capital equipment expenditures, excluding capitalized leases, were $1.5 million during the first half. During fiscal 1994, the Company established a Stock Ownership By Management policy to further align the executive officers' interests with those of the Corporation's shareholders. The stock ownership equivalent is based upon 1993 compensation, ranging from 100% of base compensation to 200% of total compensation, depending upon the position held within the Company. Each officer must meet their respective stock ownership level within a three to five year period. Seven of the current executive officers are required to meet the stock ownership target by October 1, 1996. As of March 31, 1996, four officers had already achieved the target. During March 1995, the Financial Accounting Standards Board issued Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," (SFAS No. 121), which requires the review for impairment of long-lived assets, certain identifiable intangibles, and goodwill related to those assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In certain situations, an impairment loss would be recognized. The Company does not believe that adoption of SFAS No. 121, which will become effective for the Company's fiscal year 1996, will have a material impact on its financial condition or operating results. During October 1995, the Financial Accounting Standards Board issued Statement No. 123 (SFAS No. 123), "Accounting for Stock-Based Compensation." This standard, which establishes a fair value-based method of accounting for stock- based compensation plans also permits an election to continue, following the requirements of APB Opinion No. 25, "Accounting for Stock Issued to Employees" with disclosures of pro forma net income and earnings per share under the new method. The Company is reviewing the alternatives under SFAS No. 123 but does not expect there will be any effect on the financial condition and results of operations of the Company. Disclosure requirements of SFAS No. 123 will be effective for the Company's fiscal year 1997. PART II OTHER INFORMATION Item 1-5 Not applicable Item 6 No reports on Form 8-K were filed during the quarter ended March 31, 1996. Sequentially Exhibit numbered Number pages - ------- ------------ * 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 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"). * 10.5 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. * 10.6 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. * 10.7 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. * 10.8 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. 10.9 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. 10.10 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. 10.11 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. 10.12 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. 10.13 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. 10.14 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. * 10.15 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. * 10.16 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. 10.17 Amendment No. Three to Revolving Credit Loan Agreement and Consent (to Exchange Agreement) between Triad Systems Corporation, Triad Systems Financial Corporation and Comerica Bank-California dated March 31, 1995, incorporated by reference from Exhibit 6 to the May 11, 1995 Form 8-K. 10.18 Exchange Agreement and Second Amendment to Unit Purchase Agreement by and among Triad Systems Corporation, Richard C. Blum & Associates, L.P. and certain holders dated March 31, 1995, incorporated by reference from Exhibit 1 to the Company's Current Report on Form 8-K filed May 11, 1995. 10.19 Warehousing Credit Agreement between Triad Systems Financial Corporation and the First National Bank of Boston dated August 29, 1995. 11.1 Computation of Earnings per share. 27 Financial Data Schedules. * Compensation 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: May 10, 1996 /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 Three Months Ended Six Months Ended March 31 March 31 (Amounts in thousands 1996 1995 1996 1995 except per share data) --------- --------- --------- --------- Calculation of number of shares entering into computations Weighted average shares outstanding 17,496 14,215 17,438 14,007 Assumed conversion of preferred stock and exercise of warrants - 3,137 - 3,137 --------- --------- --------- --------- 17,496 17,352 17,438 17,144 Net effect of dilutive stock options and warrants based on the average stock price - 803 - 849 --------- --------- --------- --------- Average primary shares outstanding 17,496 18,155 17,438 17,993 Net effect of dilutive stock options and warrants based on the ending stock price - 94 - 92 --------- --------- --------- --------- Average fully diluted shares outstanding 17,496 18,249 17,438 18,085 ========= ========= ========= ========= Income before extraordinary charge $2,190 $2,291 $3,676 $3,874 Extraordinary charge on repurchase of debt, net of taxes - - - 153 --------- --------- --------- --------- Adjusted net income $2,190 $2,291 $3,676 $3,721 ========= ========= ========= ========= Earnings per share Primary Income before extraordinary charge $0.13 $0.13 $0.21 $0.22 Net income $0.13 $0.13 $0.21 $0.21 Fully diluted Income before extraordinary charge $0.13 $0.13 $0.21 $0.22 Net income $0.13 $0.13 $0.21 $0.21 ========= ========= ========= ========= EX-27 3
5 This schedule contains summary financial information extracted from the Consolidated Balance Sheets at March 31, 1996 and Consolidated Statement of Income and Statement of Cash Flow for the six months ended March 31, 1996, and is qualified in its entirety by reference to such financial statements. 6-MOS SEP-30-1996 MAR-31-1996 5,386 2,385 14,782 1,388 6,827 38,384 59,476 32,639 134,592 30,611 51,930 0 0 0 18,068 134,592 31,594 83,284 16,779 44,212 31,725 5,550 3,042 5,929 2,253 3,676 0 0 0 3,676 0.21 0.21
-----END PRIVACY-ENHANCED MESSAGE-----