<PAGE> 1
U.S. 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 September 30, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER 0-21399
PEERLESS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2275966
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1021 CENTRAL EXPRESSWAY SOUTH
ALLEN, TEXAS 75013
(972) 359-5500
(Address, including zip code, and telephone number,
including area code, of issuer's principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 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
--- ---
On November 1, 1998, there were 4,922,660 outstanding shares of Common Stock,
$0.01 par value per share.
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PEERLESS GROUP, INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Page
PART I FINANCIAL INFORMATION Number
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Item 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
September 30, 1998 and December 31, 1997 1
CONSOLIDATED STATEMENTS OF INCOME
Three and nine months ended September 30, 1998 and September 30, 1997 2
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended September 30, 1998 and September 30, 1997 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 6
PART II OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K 10
</TABLE>
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PART 1
ITEM 1. FINANCIAL STATEMENTS
PEERLESS GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
-------------- -----------
ASSETS (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents.................................................... $ 455 $ 2,845
Trade accounts receivable.................................................... 5,754 9,346
Finished goods inventory..................................................... 1,150 409
Prepaid expenses and other current assets.................................... 1,097 743
----------- --------
Total current assets....................................................... 8,456 13,343
Computer and other equipment, at cost........................................... 7,229 4,337
Less accumulated depreciation................................................... 1,823 1,135
----------- --------
5,406 3,202
Computer software, maintenance contracts, and other assets, net of accumulated
amortization of $565 and $396 at September 30, 1998 and December 31, 1997,
respectively................................................................. 719 897
Investment in preferred stock, at cost.......................................... 2,500 2,500
----------- --------
Total assets............................................................... $ 17,081 $ 19,942
=========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable............................................................. $ 1,725 $ 3,014
Accrued liabilities.......................................................... 1,796 1,002
Sales tax payable............................................................ 468 646
Unearned revenues............................................................ 3,398 7,121
----------- --------
Total current liabilities.................................................. 7,387 11,783
Commitments
Stockholders' equity:
Preferred stock, $.01 par value:
Authorized shares--5,000
Issued shares--none
Common stock, $.01 par value:
Authorized shares--10,000
Issued shares--4,976 and 4,948 at September 30, 1998 and December 31, 1997,
respectively............................................................. 50 49
Additional paid-in capital................................................... 7,994 7,958
Retained earnings............................................................ 1,992 649
Treasury stock, at cost--53 and 73 at September 30, 1998 and December 31,
1997, respectively......................................................... (289) (379)
Unearned compensation........................................................ (53) (118)
----------- --------
Total stockholders' equity................................................. 9,694 8,159
=========== ========
Total liabilities and stockholders' equity................................. $ 17,081 $ 19,942
=========== ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
1
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PEERLESS GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
1998 1997 1998 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Software license and installation......................... $ 3,136 $ 1,999 $ 8,611 $ 8,041
Hardware and equipment.................................... 2,023 1,664 5,983 7,958
Maintenance and services.................................. 2,799 2,216 7,865 6,139
---------- ---------- ---------- ----------
Total revenues....................................... 7,958 5,879 22,459 22,138
Cost of revenues:
Hardware and equipment.................................... 1,550 1,273 4,587 6,052
Software license and installation, maintenance and services 3,822 2,676 10,335 8,497
---------- ---------- ---------- ----------
Total cost of revenues............................... 5,372 3,949 14,922 14,549
---------- ---------- ---------- ----------
Gross margin................................................... 2,586 1,930 7,537 7,589
Operating costs and expenses:
Research and development.................................. 568 523 1,558 1,530
Selling and marketing..................................... 560 802 2,024 2,701
General and administrative................................ 672 419 1,842 1,730
---------- ---------- ---------- ----------
Total operating costs and expenses................... 1,800 1,744 5,424 5,961
---------- ---------- ---------- ----------
Income from operations......................................... 786 186 2,113 1,628
Other income:
Interest expense.......................................... (3) (6) (11) (16)
Interest income........................................... 22 32 88 263
---------- ---------- ---------- ----------
Total other income................................... 19 26 77 247
---------- ---------- ---------- ----------
Income before income taxes..................................... 805 212 2,190 1,875
Income tax expense (benefit)................................... 309 (218) 847 408
---------- ---------- ---------- ----------
Net income..................................................... $ 496 $ 430 $ 1,343 $ 1,467
========== ========== ========== ==========
Basic earnings per share....................................... $ 0.10 $ 0.09 $ 0.27 $ 0.31
========== ========== ========== ==========
Diluted earnings per share..................................... $ 0.10 $ 0.08 $ 0.26 $ 0.28
========== ========== ========== ==========
Shares used in computing basic earnings per share.............. 4,918 4,734 4,903 4,708
Shares used in computing diluted earnings per share............ 5,166 5,147 5,113 5,151
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
2
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PEERLESS GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------
1998 1997
---------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income..................................................................... $ 1,343 $ 1,467
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization.............................................. 938 787
Compensation expense....................................................... 63 63
Changes in operating assets and liabilities:
Trade accounts receivable............................................. 3,592 1,021
Prepaid expenses and other current assets............................. (346) (241)
Finished goods inventory.............................................. (741) (137)
Accounts payable and accrued liabilities.............................. (518) (700)
Unearned revenues..................................................... (3,722) (4,130)
--------- ---------
Net cash provided by (used in) operating activities............................. 609 (1,870)
INVESTING ACTIVITIES
Additions to computer and other equipment....................................... (2,975) (2,136)
Investment in preferred stock................................................... - (2,500)
Other.......................................................................... - (120)
--------- ---------
Net cash used in investing activities........................................... (2,975) (4,756)
FINANCING ACTIVITIES
Issuance of common stock........................................................ 12 107
Purchase of treasury stock...................................................... (36) (380)
Other .......................................................................... - (8)
--------- ---------
Net cash used in financing activities........................................... (24) (281)
--------- ---------
Net decrease in cash and cash equivalents....................................... (2,390) (6,907)
Cash and cash equivalents at beginning of period................................ 2,845 8,378
========= =========
Cash and cash equivalents at end of period...................................... $ 455 $ 1,471
========= =========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
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PEERLESS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
DESCRIPTION OF THE COMPANY
Peerless Group, Inc. (the "Company") designs, develops, installs and
supports integrated information systems, including proprietary computer software
and third-party software and hardware, for community banks and credit unions.
The Company was incorporated in 1989 when a group of management executives from
Electronic Data Systems Corporation ("EDS") purchased EDS's turnkey community
bank data processing systems division, which EDS had acquired in 1980. In 1992,
the Company acquired and began offering a credit union information software
system. In 1994, the Company began marketing a check and statement imaging
system that is fully integrated with Peerless21(R), the Company's flagship
banking product. In 1996, the Company began an outsourcing service bureau. On
October 3, 1996, the Company completed an initial public offering of its Common
Stock.
On August 18, 1998, the Company entered into a definitive agreement with
Jack Henry & Associates, Inc. ("Jack Henry") for Jack Henry to acquire all of
the outstanding common shares of the Company for approximately $36 million, or
$7.25 per Peerless Group common share.
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the three- and nine-month periods
ended September 30, 1998 are not necessarily indicative of the results that may
be expected for the year ended December 31, 1998. For further information, refer
to the consolidated financial statements and footnotes thereto included in the
Peerless Group, Inc. Annual Report on Form 10-K for the year ended December 31,
1997.
The consolidated financial statements of the Company include the accounts
of the Company and all its subsidiaries. All significant intercompany
transactions and balances are eliminated. Certain prior year amounts have been
reclassified to conform to current year presentation.
4
<PAGE> 7
EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share (amounts in thousands except for earnings per share amounts):
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1998 1997 1998 1997
========== ========== ========== ==========
<S> <C> <C> <C> <C>
Numerator for basic and diluted earnings per share $ 496 $ 430 $ 1,343 $ 1,467
========== ========== ========== ==========
Denominator:
Denominator for basic earnings per share- 4,918 4,734 4,903 4,708
weighted average shares
Effect of dilutive securities:
Stock options 77 58 46 87
Warrants 181 376 181 378
Employee stock purchase plan 1 3 1 3
Non-vested stock (11) (24) (18) (25)
---------- ---------- ---------- ----------
Dilutive potential common shares 248 413 210 443
Denominator for diluted earnings per share-adjusted
weighted average shares and assumed conversions 5,166 5,147 5,113 5,151
========== ========== ========== ==========
Basic earnings per share $ 0.10 $ 0.09 $ 0.27 $ 0.31
Diluted earnings per share $ 0.10 $ 0.08 $ 0.26 $ 0.28
</TABLE>
RECENTLY ISSUED ACCOUNTING STANDARDS
Statement of Position 97-2. As of January 1, 1998, the Company adopted
AICPA Statement of Position (SOP) 97-2, Software Revenue Recognition, which was
effective for transactions that the Company entered into beginning on that date
and retroactive application to years prior to adoption was prohibited. The
effect of adopting SOP 97-2 has not had a material impact on the Company's
results of operations.
Statement of Financial Accounting Standards No. 131. In June 1997, the
Financial Accounting Standards Board issued Statement of Financial Accounting
Standards No. 131, Disclosures about Segments of an Enterprise and Related
Information, which is effective for years beginning after December 15, 1997.
Statement 131 establishes standards for the way that public business enterprises
report information about operating segments in annual financial statements and
requires that those enterprises report selected information about operating
segments in interim financial reports. It also establishes standards for related
disclosures about products and services, geographic areas, and major customers.
The Company will adopt the new requirements retroactively in 1998. Management
anticipates that the adoption of Statement 131 will not affect results of
operations or financial position, but will affect the disclosure of segment
information.
5
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Revenues. Revenues for the three months ended September 30, 1998 increased
$2.1 million, or 35.4% from those in the same period of the prior year. This
increase was due to revenues from Year 2000 consulting services, which were
introduced during the second quarter of 1998, and from increased revenues from
the Company's outsourcing service bureau, which contributed 12% of the Company's
revenues for the quarter as compared to 7% for the same period of the prior
year.
Revenues for the nine months ended September 30, 1998 increased $0.3
million, or 1.4% from those in the same period of the prior year. Increases of
$570,000 in software license and installation revenues and $1,726,000 in
maintenance and services revenues were offset by a decrease of $1,975,000 in
hardware and equipment revenues. Revenues from Year 2000 consulting services and
increased revenues from the Company's outsourcing service bureau were offset by
decreases in revenues from implementations of Peerless21 and check and statement
imaging systems.
Gross Margin. Gross margin for the three months ended September 30, 1998
remained relatively stable at 32.5% of total revenues compared to 32.8% for the
same period of the prior year. Gross margin for the nine months ended September
30, 1998 decreased slightly to 33.6% of total revenues from 34.3% for the same
period of the prior year. This decrease was a result of lower revenues from
Peerless21 installations as well as the impact of the service bureau operations.
For both comparison periods, margins were impacted positively by Year 2000
consulting services and negatively by the impact of the outsourcing service
bureau operations.
Shifts in the mix of the sources of the Company's revenues, including
software license and installation fees, check and statement imaging systems and
processing fees, may cause significant fluctuations in total revenue and gross
margin. In addition, the Company manages its expenses based on anticipated
revenue levels, and a high percentage of these expenses are relatively fixed.
Therefore, variations in the amount and timing of revenue may cause significant
variations in operating results from period to period. Further, in response to a
changing competitive environment, the Company may elect to make certain pricing,
product or marketing decisions that could have a material adverse effect on the
Company's results of operations.
Selling and Marketing. Selling and marketing expenses for the three and
nine months ended September 30, 1998 decreased $242,000, or 30.2%, and $677,000,
or 25.1%, respectively, from the same periods of the prior year. These decreases
primarily resulted from a reduction in headcount as compared to the same periods
of the prior year and the implementation of certain cost saving initiatives by
management.
General and Administrative. General and administrative expenses for the
three and nine months ended September 30, 1998 increased $253,000, or 60.4% and
$112,000, or 6.5%, respectively, from the same periods of the prior year. These
increases were due to increased expenses in the quarter ended September 30, 1998
associated with the Company's move to its new corporate headquarters and with
professional fees associated with the proposed merger with Jack Henry.
Interest Income. Interest income for the three and nine months ended
September 30, 1998 decreased $10,000, or 31.3%, and $175,000, or 66.5% from the
same periods of the prior year. These decreases were a result of the lower
amount of cash and cash equivalents held by the Company during these periods as
compared to the prior year.
6
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents at September 30, 1998 were $0.5 million, down
from $2.8 million at December 31, 1997. During the nine months ended September
30, 1998, cash provided by operating activities was $609,000, compared to cash
used in operating activities of $1.9 million for the same period of the prior
year, primarily due to a decrease in trade accounts receivable resulting from
the collection of amounts due from customers for annual maintenance fees, which
are typically billed at the end of each year and collected during the first
quarter of the following year, offset by decreases in trade accounts payable,
purchases of inventory and a decrease in unearned revenues. Capital expenditures
were $3.0 million, related primarily to the addition of computer equipment for
the Company's service bureau operations and purchases of furniture and equipment
for the Company's new corporate headquarters in Allen, Texas. The Company moved
to this facility during the third quarter of 1998. The Company has a $2.5
million line of credit (the "Credit Agreement") with State Street Bank and Trust
("State Street") that expires on February 1, 1999. Borrowings under the Credit
Agreement bear interest at State Street's prime rate (8.25% at September 30,
1998) plus 1/2% and are secured by the assets and stock of the Company's wholly
owned subsidiaries. Amounts available under the Credit Agreement are reduced by
the value of outstanding letters of credit issued by State Street on behalf of
the Company. As of September 30, 1998, no amounts were outstanding under the
Credit Agreement, and State Street had issued a letter of credit with a value of
$600,000 on behalf of the Company. At September 30, 1998, the Company was not in
compliance with a certain covenant in the Credit Agreement regarding limitations
on capital spending. State Street waived non-compliance with this covenant for
certain periods in 1998. The Company believes that its cash and cash equivalents
at September 30, 1998, amounts available under the Credit Agreement and
operating cash flows will be sufficient to meet its anticipated capital
expenditure requirements at least through the next twelve months.
YEAR 2000
The Company has modified its software products to address Year 2000 issues.
The Company's plan to modify its software products was certified by the
Information Technology Association of America. The Company estimates that the
total cost in implementing its Year 2000 compliance plan is between $1.0 and
$2.0 million. With respect to software and hardware that the Company purchases
from other vendors and resells to its customers, the Company is currently
evaluating such hardware and software to identify any systems that need to be
modified to address Year 2000 issues. The Company's primary vendors have assured
the Company that the systems they provide will be able to address Year 2000
issues in a timely fashion, although there can be no assurances made as to these
representations.
In addition to the adverse effects on its revenues that the Company would
experience if its products are not able to accurately address Year 2000 issues,
the Company's ability to conduct its operations may be materially adversely
affected if its internal operating systems are not able to address Year 2000
issues or if its principal suppliers are unable to meet the Company's demands
because of such suppliers' Year 2000 problems. The Company has undertaken an
assessment of its internal information technology systems and has determined
that the information technology systems that are necessary to operate and manage
the Company's business will be able to accurately address Year 2000 issues.
However, the Company has not performed live tests on its internal information
technology systems' abilities to accurately process dates beyond the year 1999.
The Company expects that its planned merger and subsequent integration with
the operations of Jack Henry may result in the replacement or elimination of
certain portions of its internal information technology systems and principal
suppliers. The Company anticipates that during and after such integration the
Company and Jack Henry will identify and address those internal information
technology systems and suppliers that are not Year 2000 compliant.
Although the Company believes that its products and the information
technology systems that are necessary for the Company to operate and manage its
business will accurately process
7
<PAGE> 10
information and dates after the year 1999, the Company could suffer a material
adverse effect on its business, results of operations or financial condition if
either its products or critical information technology systems do not accurately
process information related to dates after the year 1999. Because the Company
currently believes that its products and critical information technology systems
are Year 2000 compliant, it does not have a contingency plan to address the
failure of either its products or critical information technology systems to
accurately process information related to dates after the year 1999.
The Company does not believe that Year 2000 issues will result in its
customers being unable to pay amounts owed to the Company, but has not
undertaken to assess its customers' preparations for the Year 2000. The Company
believes that its customers will resolve any Year 2000 issues in a timely
fashion.
The Company does not believe that its ability to operate and manage its
business will be materially adversely affected by any Year 2000 related failure
of any of its internal non-information technology systems in connection with the
Company's relocation to its new headquarters. The Company is evaluating its
non-information technology systems in connection with the Company's relocation
to its new headquarters. The Company does not have a planned completion date for
its evaluation. The Company does not have a contingency plan to handle Year 2000
issues relating to its customers or non-information technology systems and does
not currently intend to create one.
INVESTMENT IN ONLINE
In May 1997, the Company purchased 25,000 shares of the preferred stock of
Online Resources & Communications Corporation ("Online") for $2.5 million. This
preferred stock is convertible into approximately 833,000 shares of Online's
common stock. The Company also received warrants to purchase approximately
333,000 shares of Online's common stock at $3.00 per share. The amount of common
stock that would be obtained upon conversion of the preferred stock and exercise
of the warrants owned by the Company would represent an ownership percentage of
less than five percent of Online. The Company understands that Online is seeking
additional financing. If Online is not able to obtain additional financing, the
Company may be required to write off some or all of this investment.
RECENT DEVELOPMENTS
On August 18, 1998, the Company and Jack Henry entered into a definitive
agreement for Jack Henry to acquire all of the outstanding common shares of the
Company for approximately $36 million, or $7.25 per Peerless Group common share.
Under terms of the agreement, the Company's stockholders will receive 0.16145
shares of Jack Henry common stock (the "Exchange Ratio"). The Exchange Ratio
will be subject to adjustment in the event that the average per share trading
price of Jack Henry shares over a specified period prior to closing changes by
15% or more. The acquisition has been approved by the boards of both companies
and requires approval of the Company's stockholders. The Company has called a
Special Meeting of Stockholders to be held on December 16, 1998 to consider and
vote upon the approval of the proposed merger. If approval of the Company's
Stockholders is received, the merger will close as soon as possible after the
Special Meeting of the Stockholders.
8
<PAGE> 11
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements
relating to such matters as anticipated financial performance and business
prospects. When used in this Quarterly Report, the words "anticipates"
"expects," "may," "believes," and "will" and similar expressions are intended to
be among the statements that identify forward-looking statements. From time to
time, the Company may also publish forward-looking statements. The Private
Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. In order to comply with the terms of the safe
harbor, the Company notes that a variety of factors could cause the Company's
actual results and experience to differ materially from the anticipated results
or other expectations expressed in the Company's forward-looking statements.
These factors include, but are not limited to, competition, risks associated
with introducing new services, the ability of the Company to control costs and
expenses, installation scheduling, potential loss of customers, reliance on
third party vendors for certain technology updates, the possibility of delays in
buying decisions, and difficulties that may arise in completing the planned
merger with Jack Henry including receiving approval from the Company's
stockholders. Additional information on these and other factors which could
affect the Company's financial results are contained in the Company's other SEC
filings, including its Annual Report on Form 10-K for 1997.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
Statement of Position 97-2. In October 1997, the Accounting Standards
Executive Committee of the American Institute of Public Accountants issued
Statement of Position (SOP) 97-2, Software Revenue Recognition, which supersedes
SOP 91-1. The Company was required to adopt SOP 97-2 for software transactions
entered into beginning January 1, 1998, and retroactive application to years
prior to adoption was prohibited. SOP 97-2 generally requires revenue earned on
software arrangements involving multiple elements (i.e., software products,
upgrades/enhancements, postcontract customer support, installation, training,
etc.) to be allocated to each element based on the relative fair values of the
elements. The fair value of an element must be based on evidence which is
specific to the vendor. The revenue allocated to software products (including
specified upgrades/enhancements) generally is recognized upon delivery of the
products. The revenue allocated to postcontract customer support generally is
recognized ratably over the term of the support and revenue allocated to service
elements (such as training and installation) generally is recognized as the
services are performed. If a vendor does not have evidence of the fair value for
all elements in a multiple-element arrangement, all revenue from the arrangement
is deferred until such evidence exists or until all elements are delivered. The
adoption of SOP 97-2 has not had and the Company's management anticipates that
it will not have a material impact on the Company's results of operations.
Statement of Financial Accounting Standards No. 131. In June 1997, the
Financial Accounting Standards Board issued Statement of Financial Accounting
Standards No. 131, Disclosures about Segments of an Enterprise and Related
Information, which is effective for years beginning after December 15, 1997.
Statement 131 establishes standards for the way that public business enterprises
report information about operating segments in annual financial statements and
requires that those enterprises report selected information about operating
segments in interim financial reports. It also establishes standards for related
disclosures about products and services, geographic areas, and major customers.
The Company will adopt the new requirements retroactively in 1998. Management
anticipates that the adoption of Statement 131 will not affect results of
operations or financial position, but will affect the disclosure of segment
information.
9
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PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
Except as otherwise specifically noted, the following documents are
incorporated by reference as exhibits hereto pursuant to Rule
12b-32:
2.1 Agreement and Plan of Merger, dated August 18, 1998, among
Jack Henry & Associates, Inc., Peerless Acquisition Corp. and
the Company, which is hereby incorporated by reference to the
Company's Proxy Statement dated November 10, 1998 relating to
the Company's Special Meeting of Stockholders to be held
December 16, 1998. The Company agrees to furnish
supplementally to the Securities and Exchange Commission upon
request a copy of any schedule that has been omitted from the
Agreement and Plan of Merger.
3.1 Certificate of Incorporation of the Company filed as Exhibit
3.1 to the Company's Registration Statement No. 333-5058-D on
Form SB-2, declared effective October 3, 1996 (the
"Registration Statement").
3.2 Bylaws of the Company filed as Exhibit 3.2 to the Registration
Statement.
10.1 Stock Option Agreement, dated as of August 19, 1998, between
Jack Henry & Associates, Inc. and the Company, which is hereby
incorporated by reference to the Company's Proxy Statement
dated November 10, 1998 relating to the Company's Special
Meeting of Stockholders to be held December 16, 1998.
27.1 Financial Data Schedule (filed herewith).
27.2 Restated Financial Data Schedule (filed herewith).
(B) REPORTS ON FORM 8-K
None.
10
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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, thereunto duly authorized.
PEERLESS GROUP, INC.
By: /s/ Rodney L Armstrong, Jr.
---------------------------------------
Rodney L. Armstrong, Jr.
Chairman of the Board and Chief
Executive Officer
(Principal Financial Officer)
By: /s/ Douglas K. Hansen
---------------------------------------
Douglas K. Hansen
Treasurer and Controller
(Principal Accounting Officer)
Date: November 13, 1998
<PAGE> 14
EXHIBIT INDEX
Except as otherwise specifically noted, the following documents are
incorporated by reference as exhibits hereto pursuant to Rule
12b-32:
<TABLE>
<S> <C>
2.1 Agreement and Plan of Merger, dated August 18, 1998, among Jack
Henry & Associates, Inc., Peerless Acquisition Corp. and the
Company, which is hereby incorporated by reference to the
Company's Proxy Statement dated November 10, 1998 relating to
the Company's Special Meeting of Stockholders to be held
December 16, 1998. The Company agrees to furnish supplementally
to the Securities and Exchange Commission upon request a copy of
any schedule that has been omitted from the Agreement and Plan
of Merger.
3.1 Certificate of Incorporation of the Company filed as Exhibit 3.1
to the Company's Registration Statement No. 333-5058-D on Form
SB-2, declared effective October 3, 1996 (the "Registration
Statement").
3.2 Bylaws of the Company filed as Exhibit 3.2 to the Registration
Statement.
10.1 Stock Option Agreement, dated as of August 19, 1998, between
Jack Henry & Associates, Inc. and the Company, which is hereby
incorporated by reference to the Company's Proxy Statement dated
November 10, 1998 relating to the Company's Special Meeting of
Stockholders to be held December 16, 1998.
27.1 Financial Data Schedule (filed herewith).
27.2 Restated Financial Data Schedule (filed herewith).
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001017362
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