-----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, S+g7YuI6CK1eSOYp6D2MHUgjLWBGzuZI9dkEBCM/72Skh+q0DeNv25QtGSj/Q6yW Wh0oQbVVJ/wJZVzWCJft0A== 0000313867-97-000001.txt : 19970222 0000313867-97-000001.hdr.sgml : 19970222 ACCESSION NUMBER: 0000313867-97-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970213 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: 97529827 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, 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 December 31, 1996, the registrant had outstanding 17,845,000 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 December 31, 1996 and September 30, 1996 1 Consolidated Statements of Income for the Three Month Periods Ended December 31, 1996 and 1995 2 Consolidated Statements of Cash Flows for the Three Month Periods Ended December 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 6-9 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 10-12 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 December 31, September 30, (Amounts in thousands except share data) 1996 1996 (Unaudited) - ----------------------------------------------------------------------------- Assets Current assets Cash and equivalents $ 4,282 $ 7,652 Trade accounts receivable 16,314 17,746 Investment in leases 1,716 1,635 Inventories 7,332 5,799 Prepaid expenses and other current assets 9,040 8,551 - ----------------------------------------------------------------------------- Current assets 38,684 41,383 Service parts 3,360 3,273 Property, plant and equipment 22,361 26,887 Long-term investment in leases 14,138 14,380 Land for resale 27,151 22,850 Capitalized software and intangible assets 21,830 21,312 Other assets 9,776 9,668 - ----------------------------------------------------------------------------- Assets $137,300 $139,753 ============================================================================= Liabilities Current liabilities Notes payable and current portion of long-term debt $36,081 $25,990 Accounts payable 9,881 10,590 Accrued employee compensation 7,350 8,275 Deferred income taxes 2,853 2,701 Other current liabilities and accrued expenses 9,956 10,968 - ----------------------------------------------------------------------------- Current liabilities 66,121 58,524 Long-term debt 19,059 29,923 Deferred income taxes 28,305 27,656 Other liabilities 5,811 6,863 - ----------------------------------------------------------------------------- Liabilities 119,296 122,966 - ----------------------------------------------------------------------------- Stockholders' equity Common stock $.001 par value; authorized 50,000,000 shares; issued 18,490,000 shares at December 31, 1996 and 18,394,000 shares at September 30, 1995 18 18 Treasury stock 645,000 shares at December 31, 1996 and September 30, 1996 (3,478) (3,478) Capital in excess of par value 30,269 29,954 Accumulated deficit (8,805) (9,707) - ----------------------------------------------------------------------------- Stockholders' equity 18,004 16,787 - ----------------------------------------------------------------------------- Liabilities and stockholders' equity $137,300 $139,753 ============================================================================= 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 (Unaudited) (Amounts in thousands except per share data) 1996 1995 - ----------------------------------------------------------------------------- Revenues Automotive $22,998 $23,810 Hardlines & lumber 18,045 15,681 Other 630 1,359 - ----------------------------------------------------------------------------- Total revenues 41,673 40,850 - ----------------------------------------------------------------------------- Cost of sales 22,765 21,433 - ----------------------------------------------------------------------------- Gross margin 18,908 19,417 - ----------------------------------------------------------------------------- Marketing 11,223 11,181 Product development 2,358 1,914 General & administrative and other expenses 2,709 2,340 - ----------------------------------------------------------------------------- Operating income 2,618 3,982 - ----------------------------------------------------------------------------- Interest and other expenses 1,260 1,586 - ----------------------------------------------------------------------------- Income before provision for income taxes 1,358 2,396 Provision for income taxes 516 910 - ----------------------------------------------------------------------------- Net income $ 842 $ 1,486 ============================================================================= Earnings per share Primary Net income $ 0.05 $ 0.09 Weighted average shares 18,402 17,380 Fully diluted Net income $ 0.05 $ 0.09 Weighted average shares 18,450 17,380 ============================================================================= The accompanying notes are an integral part of these financial statements. Triad Systems Corporation CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Month Periods Ended December 31 (Unaudited) (Amounts in thousands) 1996 1995 - ----------------------------------------------------------------------------- Cash flows from operating activities Net income $ 842 $ 1,486 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 2,332 1,874 Receivable and inventory loss provisions 2,234 2,223 Gains from lease discounting (1,311) (1,927) Gain on sale of land (124) - Other (920) (1,244) Changes in assets and liabilities Trade accounts receivable 579 (1,847) Investment in leases (485) 4,668 Inventories (1,616) (1,483) Deferred income taxes 801 676 Prepaid expenses and other current assets (488) (1,023) Accounts payable (709) 890 Accrued employee compensation (925) (823) Other current liabilities and accrued expenses (1,012) (186) - ----------------------------------------------------------------------------- Net cash provided by (used in) operating activities (802) 3,284 - ----------------------------------------------------------------------------- Cash flows from investing activities Capitalized software and databases (1,275) (1,957) Proceeds from the sale of land 576 - Investment in property, plant and equipment (668) (600) Investment in service parts (380) (485) Other (543) (354) - ----------------------------------------------------------------------------- Net cash used in investing activities (2,290) (3,396) - ----------------------------------------------------------------------------- Cash flows from financing activities Issuance of debt 6,299 14,340 Repayment of debt (6,892) (15,122) Proceeds from sale of common stock 315 116 - ----------------------------------------------------------------------------- Net cash used in financing activities (278) (666) - ----------------------------------------------------------------------------- Net decrease in cash and equivalents (3,370) (778) Beginning cash and equivalents 7,652 7,263 - ----------------------------------------------------------------------------- Ending cash and equivalents $ 4,282 $ 6,485 ============================================================================= Supplemental disclosures of cash flow information Cash paid during the period for Interest $ 1,398 $ 675 Income taxes 57 282 ============================================================================= The accompanying notes are an integral part of these financial statements. Triad Systems Corporation NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 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 December 31, 1996 and the results of operations and cash flows for the three month periods ended December 31, 1996 and 1995. The results of operations for the three month periods ended December 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, 1996 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 7. 3. Trade accounts receivable at December 31,1996 and September 30,1996 include allowances for doubtful accounts of $1,940,000 and $1,980,000, 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) December 31, 1996 September 30, 1996 - ----------------------------------------------------------------------------- Purchased Parts $4,209 $2,233 Work in process 172 12 Finished Goods 2,951 3,554 - ----------------------------------------------------------------------------- Inventories $7,332 $5,799 - ----------------------------------------------------------------------------- 5. Property, plant and equipment at December 31, 1996 and September 30, 1996 includes accumulated depreciation and amortization of $36,327,000 and $35,198,000, respectively. 6. The Company is involved in an ongoing merger agreement with Cooperative Computing, Inc., a Texas corporation. See the subsequent events section for further discussion. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 7. 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 December 31, September 30, (Amounts in thousands) 1996 1996 - ----------------------------------------------------------------------------- (Unaudited) Assets Cash $ 314 $ 10 Net investment in leases 15,854 16,015 Residual value retained on leases discounted 6,926 7,012 Receivable from parent company 55,145 55,243 Other assets 4,183 3,880 - ----------------------------------------------------------------------------- Assets $82,422 $82,160 ============================================================================= Liabilities and stockholders' equity Other liabilities and accrued expenses $ 7,515 $ 8,687 Deferred income 2,497 2,570 Debt 10,154 10,059 Stockholders' equity 62,256 60,844 - ----------------------------------------------------------------------------- Liabilities and stockholders' equity $82,422 $82,160 ============================================================================= CONDENSED COMBINED STATEMENTS OF INCOME For the Three Month Periods Ended December 31 (Unaudited) (Amounts in thousands) 1996 1995 - ----------------------------------------------------------------------------- Revenues $ 1,951 $ 2,645 Selling and administrative expenses 325 450 Provision for doubtful accounts 1,092 1,052 - ----------------------------------------------------------------------------- Operating income 534 1,143 Interest expense (191) (255) Intercompany income 2,016 1,888 - ----------------------------------------------------------------------------- Income before income taxes 2,359 2,776 Provision for income taxes 901 937 - ----------------------------------------------------------------------------- Net Income $ 1,458 $ 1,839 ============================================================================= Triad Systems Corporation MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS First Quarter F/Y 1997 compared to First Quarter F/Y 1996 Results of Operations Summary Revenues of $41.7 million for the first quarter of FY 1997 increased 2.0% from $40.9 million in the first quarter of FY 1996. Operating income was $2.6 million, or 6.3% of revenues, compared to $4.0 million, or 9.8% of revenues. Net income was $.8 million for the first quarter of FY 1997 compared to $1.5 million. Earnings per share were 5 cents compared to 9 cents in the same period of 1996. Automotive Aftermarket Revenues The Automotive Aftermarket consists of manufacturers, warehouse distributors, parts stores and independent and chain repair outlets. Revenues are primarily derived from the sale and financing of systems and related information and support services. For the first quarter of FY 1997, Automotive Aftermarket revenues declined 3.4% to $23.0 million from $23.8 million. Systems sales decreased to $5.7 million from $6.1 million, reflecting an earlier consolidation of the Automotive sales force. Automotive Aftermarket revenues appear to be impacted by the pending merger with Cooperative Computing, Inc., as a number of customers in the large account segment of the aftermarket delayed purchasing decisions. (See the subsequent events section for further discussion). Revenues were also affected by a change in service dealer systems strategy to provide our customers with the option of purchasing only the software, excluding hardware, at a lower sales price. In prior periods, the sales included both hardware and software. Customer support revenues of $8.5 million were $.3 million below a year ago, reflecting reduced new automotive systems sales and a reduction of the customer base due to continuing consolidation within the aftermarket. Information Services revenues increased 6.4% to $7.6 million from $7.2 million a year ago, due primarily to a continuing increase in the customer base and continued growth in the international market. Triad Systems Financial Corporation ("Triad Financial," a wholly-owned subsidiary) revenues related to the Automotive Aftermarket declined 33.7% to $1.1 million in the first quarter of FY 1997 from $1.7 million. In the first quarter of FY 1997, the amount discounted was nearly $3.6 million less than a year ago, which caused a decline in the discounting revenues. Hardlines & Lumber Market Revenues The Hardlines & Lumber Market consists of manufacturers, hardware stores, home centers, lumber and building supply outlets and paint and decorating retailers. Revenues increased 15.1% to $18.0 million from $15.7 million in the first quarter of FY 1996. Systems revenues decreased 3.1% to $7.9 million from $8.1 million over the prior year. Sales of new systems were down from the prior year due primarily to rebuilding of sales prospects following the record fourth quarter of FY 1996 and management realignment in the first quarter of FY 1997 due to the integration of Computer System Dynamics, Inc. ("CSD"). Additionally, the market may have experienced some delays due in part to a first quarter announcement of a proposed merger of two of the cooperative wholesalers in the Hardlines market. Customer support revenues increased $2.4 million or 40% to $8.5 million in the first quarter of this year. This increase can be attributed to a higher support base in the Company's traditional customer base as well as the acquisition of CSD at the end of the third quarter of FY 1996. Information services revenues increased $.3 million to $.8 million in the first quarter of FY 1997 compared to $.5 million a year ago. Triad's Vista point of sale (POS) services continue to contribute to this growth as its base of clients expands. Triad Systems Financial Corporation revenues declined from $1.0 million to $.8 million in the first quarter of this year, due primarily to a decline in the leases discounted. Cost of Systems and Services Gross margins for the Automotive Aftermarket of 46.3% reflected a slight decline of .8% from the first quarter of FY 1996. This slight decline was primarily due to an increase in installation costs in customer support and increase in catalog expense in information services due to lower capitalization. Gross margins for the Hardlines and Lumber Market dropped to 45.3% in the first quarter of FY 1997 compared to 51.7% in FY 1996. This decline reflects an increase in lower margin sales to existing customers as compared to new account activity which has higher margins. Additionally, there have been investments in the customer services area to sustain a growing customer base as well as costs related to the acquisition of CSD. The gross margin decline was partially offset by improved information services margins. Consolidated Expenses and Other Income Marketing expense of $11.2 million remained fairly consistent with the first quarter of FY 1996 in dollar amount and as a percentage of revenue. Product development expenses after capitalization of software development increased $.4 million to $2.4 million in the first quarter of FY 1997. As a percentage of revenue, product development expense increased only 1% from the first quarter of the prior year. General, administrative and other operating expenses were $2.7 million for the period, an increase of 15.8%. In the first quarter of FY 1996, the Company benefited from a reduction in accruals needed for future tax liabilities. In addition, higher expenses from the newly acquired CSD increased the costs when compared to a year ago. Interest and other expenses decreased by $.3 million to $1.2 million for the period. This reduction is primarily attributed to lower cost debt, which was partially offset by the sale of 4.1 acres to a company which plans to begin construction of a hotel on the property later this year. Subsequent Event On October 17, 1996, the Company signed a definitive merger agreement with Cooperative Computing, Inc. ("CCI"), a Texas corporation, under which CCI Acquisition Corporation, ("CAC"), a Delaware corporation jointly owned by CCI and Hicks, Muse, Tate & Furst Incorporated, a private investment firm located in Dallas, Texas, would acquire the Company. Pursuant to the terms of the merger agreement, CAC commenced a cash tender offer for all outstanding shares of the Company at a price of $9.25 per share on October 23, 1996. The tender offer, which was to have expired at 12:00 Midnight, Eastern Standard time, November 20, 1996, has been extended several times and most recently until 10:00 A.M., Eastern Standard time, on Friday, February 19, 1997. Upon completion, the tender offer period is to be followed by a merger, in which any shares of the Company's common stock that remain outstanding after the tender offer will be exchanged for cash under the same terms as the tender offer. Extension of the tender offer was made to provide additional time for the Federal Trade Commission to complete its review of the transaction under the Hart-Scott-Rodino Antitrust Improvements Act. In addition to the cash consideration to be received by the Company's shareholders pursuant to the tender offer or the merger transaction, the merger agreement provides that the Company's shareholders of record immediately prior to the consummation of the tender offer will receive a dividend consisting of their pro rata share of the equity of a newly formed company whose assets will consist of all the Company's owned real property located in Livermore, California. This includes its corporate headquarters buildings and land held for sale in the Triad Park development. The spun-off real estate entity, which the Company expects to be a public company, will assume all the indebtedness currently secured by the spun-off real estate and will lease the corporate headquarters buildings to the Company's post-merger successor. The real estate entity is expected to liquidate its real estate portfolio, with proceeds used to pay expenses (including taxes) and repay secured debt. Remaining proceeds are to be distributed to the equity holders. The Company's ability to market this property is dependent upon interest rates, general economic and market conditions, the prospective purchaser's ability to develop the property and the purchaser's ability to obtain a variety of governmental approvals, none of which is assured and all of which are subject to objections from the public. In anticipation of the pending merger, the Company reclassified $4.9 million to Land for Resale from Property, Plant and Equipment on its balance sheet at December 31, 1996. 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 maintains $25.8 million in a bank line of credit and there were outstanding borrowings of $15.8 million at December 31, 1996. The senior fixed rate notes and the line of credit agreements contain restrictive covenants regarding payment of dividends, incurrence of additional debt and maintenance of consolidated tangible net worth and certain financial ratios. In the event the Company is unable to meet these covenants, accelerated repayments could be required. At December 31, 1996, the Company received a waiver on the credit line covenants because of its failure to meet the equity requirements and the current and quick ratios. Due to the pending merger, the Company has been unable to renegotiate the line of credit with the bank. The bank may be a participant in the funding for the merger and as a result, a waiver was granted. Management anticipates that if the merger is not successful, it will be able to renegotiate the line of credit documents so that it meets the covenant requirements. Triad Financial financed $6.1 million in Triad equipment during the first quarter of FY 1997 in addition to $3.2 million in non-Triad equipment through client lease programs. Triad Financial received $12.8 million of proceeds from discounting leases during the first quarter compared to $18.6 million during the same period in 1996. 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. 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 December 31, 1996, the portfolio available for discounting was $15.8 million and commitments for $46.1 million in discounting lines were available. Capital equipment expenditures, excluding capitalized leases, were $.7 million during the first quarter of FY 1997, an increase of $.1 million over the prior year. 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. All six of the current executive officers required to meet the stock ownership target by October 1, 1996. During June 1996, the Financial Accounting Standards Board issued Statement No. 125 (SFAS No. 125), "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." This standard establishes consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings. The Company is reviewing the requirements of the pronouncement and its effect on lease discounting including any administrative organizational changes to insure continued sales accounting treatment for these transactions. SFAS No. 125 will become effective for transactions that the Company enters in the second quarter of FY 1997. PART II OTHER INFORMATION Item 1-5 Not applicable Item 6 No reports on Form 8-K were filed during the quarter ended December 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, incorporated by reference from Exhibit 10.19 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1995. 10.20 Amendment No. Four to Revolving Credit Loan Agreement and Consent (to Exchange Agreement) between Triad Systems Corporation, Triad Financial Corporation and Comerica Bank-California dated May 23, 1996, incorporated by reference from Exhibit 10.20 to the Company's Form 10-Q for the fiscal quarter ended June 30, 1996. 10.21 Amendment No. Five to Revolving Credit Loan Agreement and Consent (to Exchange Agreement) between Triad Systems Corporation, Triad Systems Financial Corporation and Comerica Bank-California dated June 28, 1996, incorporated by reference from Exhibit 10.21 to the Company's Form 10-Q for the fiscal quarter ended June 30, 1996. * 10.22 Triad Systems Corporation Amendment to the Amended and Restated 1982 Stock Option Plan dated February 8, 1996, incorporated by reference from Exhibit 10.22 to the Company's Form 10-Q for the fiscal quarter ended June 30, 1996. * 10.23 Triad Systems Corporation Amended and Restated Outside Directors Stock Option Plan dated April 30, 1996, incorporated by reference from Exhibit 10.23 to the Company's Form 10-Q for the fiscal quarter ended June 30, 1996. 10.24 Agreement and Plan of Merger among Cooperative Computing, Inc., CCI Acquisition Corporation and Triad Systems Corporation dated October 17, 1996, incorporated by reference from Exhibit 5 to the Company's Schedule 14D-9 filed October 23, 1996. 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: February 12, 1997 /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 (Amounts in thousands except per share data) 1996 1995 - ----------------------------------------------------------------------------- Calculation of number of shares entering into computations Weighted average shares outstanding 17,808 17,380 Assumed conversion of preferred stock and exercise of warrants - - - ----------------------------------------------------------------------------- 17,808 17,380 Net effect of dilutive stock options and warrants based on the average stock price 594 - - ----------------------------------------------------------------------------- Average primary shares outstanding 18,402 17,380 Net effect of dilutive stock options and warrants based on the ending stock price 48 - - ----------------------------------------------------------------------------- Average fully diluted shares outstanding 18,450 17,380 Net income $ 842 $ 1,486 ============================================================================= Earnings per share Primary Net income $ 0.05 $ 0.09 Fully diluted Net income $ 0.05 $ 0.09 ============================================================================= EX-27 3
5 This schedule contains summary financial information extracted from the Consolidated Baance Sheets at December 31, 1996 and Consolidated Statement of Income and Statement of Cash Flow for the three months ended December 31, 1996, and is qualified in its entirety by reference to such financial statements. 3-MOS SEP-30-1997 DEC-31-1996 4282 0 18254 1940 7332 38684 58688 36327 137300 66121 47364 18 0 0 17986 18004 13726 41673 7253 16290 1260 1940 0 1358 516 842 0 0 0 842 .05 .05
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