<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
------------ ---------------
COMMISSION FILE NUMBER 333-49389
COOPERATIVE COMPUTING, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 94-2160013
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6207 BEE CAVE ROAD 78746
AUSTIN, TEXAS (Zip Code)
(Address of principal executive offices)
(512) 328-2300
(Issuer's telephone number,
including area code)
Indicate by check 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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 35,220,000 on May 15, 1998
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COOPERATIVE COMPUTING, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
Cooperative Computing, Inc.
Consolidated Balance Sheets as of March 31, 1998 and September 30, 1997 3
Consolidated Statements of Operations for the three month and six 4
months ended March 31, 1998 and March 31, 1997
Consolidated Statements of Cash Flows for the six months ended 5
March 31, 1998 and March 31, 1997
Notes to Consolidated Financial Statements 6
ITEM 2.- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 8
RESULTS OF OPERATIONS
PART II - OTHER INFORMATION
ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K 15
SIGNATURES 16
</TABLE>
2
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COOPERATIVE COMPUTING, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, September 30,
1998 1997
--------------------------
ASSETS (Unaudited)
--------------------------
Current Assets: (Amounts in thousands)
<S> <C> <C>
Cash and cash equivalents $ 2 $ 1,633
Trade accounts receivable, net 30,835 25,819
Inventories 8,505 4,031
Investment in leases 2,305 1,735
Deferred income taxes 8,340 6,371
Prepaid expenses and other current assets 7,410 7,245
---------- ----------
Total current assets 57,397 46,834
Service Parts 3,517 3,801
Property and equipment, net 12,291 10,355
Long-term investment in leases 13,456 14,378
Capitalized computer software costs, net 33,607 32,569
Databases, net 18,700 20,688
Deferred financing costs 5,703 5,436
Other assets 12,172 11,132
Goodwill, net 123,557 126,934
Other intangibles 32,032 34,313
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Total Assets $ 312,432 $ 306,440
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 14,075 $ 9,882
Payroll related accruals 10,106 13,129
Deferred revenue 4,808 4,223
Current portion of long-term debt 2,242 6,436
Accrued expenses and other current liabilities 13,495 12,561
---------- ----------
Total current liabilities 44,726 46,231
Long-term debt 170,079 138,531
Deferred income taxes 47,407 53,240
Other liabilities 12,735 14,739
---------- ----------
Total liabilities 274,947 252,741
Stockholders' equity:
Common Stock, par value $.000125, authorized 50,000,000
shares, issued and outstanding 35,220,000 4 4
Additional paid-in capital 88,994 88,994
Retained deficit (51,513) (35,299)
---------- ----------
Total stockholders' equity: 37,485 53,699
---------- ----------
Total liabilities and stockholders' equity $ 312,432 $ 306,440
========== ==========
</TABLE>
See accompanying notes
3
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COOPERATIVE COMPUTING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Amounts in thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
----------------------------------------------------------
1998 1997 1998 1997
----------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues:
Systems $ 16,977 $ 11,953 $ 34,463 $ 17,593
Customer support and information services 33,718 14,121 66,101 17,934
Finance 1,804 1,731 3,850 1,731
---------- ---------- ---------- ----------
Total revenue 52,499 27,805 104,414 37,258
Cost of revenues:
Systems 12,203 6,502 24,489 8,576
Services and finance 21,609 8,320 42,092 10,325
---------- ---------- ---------- ----------
Total cost of revenues 33,812 14,822 66,581 18,901
---------- ---------- ---------- ----------
Gross Margin 18,687 12,983 37,833 18,357
Operating expenses:
Sales and marketing 11,448 4,812 23,257 5,438
Product development 3,842 2,617 8,073 4,561
General and administrative 9,014 2,873 18,183 3,873
Write-off of in-process research & development -- 23,100 -- 23,100
---------- ---------- ---------- ----------
Total operating expenses 24,304 33,402 49,513 36,972
Operating income (loss) (5,617) (20,419) (11,680) (18,615)
Interest expense (3,471) (1,239) (7,096) (272)
---------- ---------- ---------- ----------
Income (loss) before income taxes (9,088) (21,658) (18,776) (18,887)
Income tax provision (benefit) (2,761) 2,277 (5,659) 2,277
---------- ---------- ---------- ----------
Net Loss before extraordinary charge (6,327) (23,935) (13,117) (21,164)
---------- ---------- ---------- ----------
Extraordinary charge, net of tax of $1,969 3,017 -- 3,017 --
---------- ---------- ---------- ----------
Net Loss $ (9,344) $ (23,935) $ (16,134) $ (21,164)
========== ========== ========== ==========
</TABLE>
<TABLE>
<S> <C> <C>
Pro forma information:
Historical loss before provision for income taxes. . . . . . . . . . $ (21,658) (18,887)
Pro forma provision for income taxes . . . . . . . . . . . . . . . . 866 1,800
--------- ---------
Pro forma net loss . . . . . . . . . . . . . . . . . . . . . . . . . (22,524) (20,687)
========= =========
</TABLE>
See accompanying notes
4
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COOPERATIVE COMPUTING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Amounts in thousands)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
March 31, 1998 March 31, 1997
<S> <C> <C>
OPERATING ACTIVITIES
Net (loss) $ (16,134) $ (21,164)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation 2,931 1,256
Amortization 22,054 5,384
Write-off of in-process research and development -- 23,100
Loss on write-off of debt issue costs 3,017 222
Other, net (10) 404
Changes in assets and liabilities, net of effects of business
acquired:
Trade accounts receivable (3,917) 901
Inventories (4,474) 267
Investment in leases 352 6,104
Deferred income taxes (7,926) 2,280
Prepaid expenses and other assets (1,178) 7,676
Accounts Payable 4,193 413
Deferred revenue 585 551
Accrued expenses and other current liabilities (2,164) (2,197)
---------- ----------
Net cash provided by (used in) operating activities (2,671) 25,197
INVESTING ACTIVITIES
Acquisition of Triad Systems, net of cash acquired (179,893)
Purchase of property and equipment (3,358) (975)
Capitalized computer software costs and databases (6,328) (6,446)
Equity in earnings (loss) of investments 131 (61)
Purchase of service parts (832) 178
ARISB asset purchase, net of cash acquired (9,000) --
Other (1,021) --
---------- ----------
Net cash used in investing activities (20,408) (187,197)
FINANCING ACTIVITIES
Issuance of common stock -- 96,000
Stock issuance costs (7,355)
Proceeds from bond issuance 100,000 154,000
Proceeds from credit facility 148,350 (57,095)
Payment on debt facilities (220,850) --
Advances from stockholders 500
Debt issuance costs (5,801) (5,864)
Shareholder distributions -- (8,650)
Advances from shareholders -- 1,995
Repayments of advances to shareholders -- (7,584)
Other (251) --
---------- ----------
Net cash provided by investing activities 21,448 165,947
Net increase (decrease) in cash and equivalents (1,631) 3,947
Cash and equivalents, beginning of period 1,633 2,388
---------- ----------
Cash and equivalents, end of period $ 2 $ 6,335
========== ==========
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $ 5,794 $ 370
========== ==========
Income taxes $ 188 --
========== ==========
</TABLE>
5
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COOPERATIVE COMPUTING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and notes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months ended March 31, 1998 may
not be indicative of the results for the year ended September 30, 1998.
Reclassification
Certain prior period amounts have been reclassified to correspond with
current period classification.
2. DISCOUNTING OF LEASE RECEIVABLES
Activity in the following servicing liability account (recorded in
other liabilities in the Company's balance sheet) is as follows:
<TABLE>
<CAPTION>
RECOURSE
OBLIGATION
----------
<S> <C>
Balance at September 30, 1997 ............. $ 9,662
Newly-created liabilities ................. 1,728
Charges and lease write-offs .............. (2,784)
-------
Balance at March 31, 1998 ................. $ 8,606
=======
</TABLE>
3. INCOME TAXES
Through February 27, 1997, the Company and its affiliates had elected
to be treated as S Corporations under Subchapter S of the Internal Revenue Code
of 1986, as amended. As such, federal income taxes were the responsibility of
the individual stockholders.
The pro forma disclosures for the three and six month statements of
operations ending March 31, 1997 reflect the adjustments to record provision for
income taxes as if the Company had not been an S Corporation.
The Company recorded an income tax benefit for the quarter ended March
31, 1998 at an effective rate of 30%. The effective rate used to record the
income tax benefit in the March 1998 quarter is based on the Company's
anticipated results for the year and differs from the pro forma effective rate
for the ten-month period ended September 30, 1997 of 7% due primarily to the
impact of the write-off of in-process research and development associated with
the Triad acquisition. The Company's (provision) benefit for income taxes
differs from the amount computed by applying the statutory rate to income before
taxes primarily because of permanent differences, state taxes and research and
development tax credits.
6
<PAGE> 7
4. COMMITMENTS AND CONTINGENCIES
Licensing Agreement
The Company has a license which allows it to sublicense a software
product that provides quick access to auto repair information. The Company is
obligated to a non-refundable minimum annual commitment of $1 million through
2011.
5. DEBT
Refinancing of Debt
On February 10, 1998, the Company consummated the sale of $100 million
Senior Subordinated Notes (the "Offering"). Concurrently with the consummation
of the Offering, the Company (i) amended and restated its $170 million credit
facility (the "Old Credit Facilities") by entering into a new $50 million term
loan facility and a new $50 million revolving credit facility and (ii) used the
net proceeds from the Offering and the new facilities to repay the Old Credit
Facilities. The refinancing of debt resulted in an extraordinary loss of
approximately $3 million, net of tax, as a result of the write-off of existing
deferred financing costs.
6. ACQUISITION
On March 1, 1998, the Company acquired certain assets of ADP Claims
Solutions Group, Inc. (ARISB) for total consideration (including the assumption
of certain liabilities) of approximately $9.3 million. These assets provide
products and services to the automotive recycling industry. The operating
results of the acquired company are immaterial to the Company's financial
statements.
7. STOCK OPTION PLAN
In February 1998, the Board of Directors of the Company gave tentative
approval for the implementation of a stock option plan and have reserved 4.8
million shares of the Company's Common Stock for issuance under the plan.
8. POST ACQUISITION RESERVES
In connection with the acquisition of Triad, the company assumed
approximately $5.2 million of costs to be incurred with the consolidation of
Triad's management administration, manufacturing and finance operations with
the Company's. Such costs include severance costs for the involuntary
termination of certain Triad employees ($4.1 million) and costs associated with
a leased building to be vacated as a result of the consolidation.
The consolidation of the manufacturing operation was completed by March
31, 1998 and the consolidation of the finance operations is expected to be
completed by September 30, 1998.
Total amounts charged to employee severance as of March 31, 1998 were
approximately $2.2 million. Total amounts charged to vacated lease accrual were
approximately $0.4 million.
7
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Any forward looking statements are based on estimates and assumptions
made by management of the Company, which, although believed to be reasonable,
are inherently uncertain. Therefore, undue reliance should not be placed upon
such estimates and statements. No assurance can be given that any of such
estimates or statements will be realized and it is likely that actual results
will differ materially from those contemplated by such forward looking
statements.
The Company is a leading designer, provider and servicer of management
information systems and solutions for the automotive parts aftermarket and the
hardlines and lumber industry. The automotive parts aftermarket consists of the
production, sale and installation of both new and remanufactured parts used in
the maintenance and repair of automobiles and light trucks. The hardlines and
lumber industry consists of the sale of products for residential and commercial
building construction, maintenance and repair and agribusiness. The Company's
system offerings are enhanced by extensive information services featuring highly
specialized information products and customer support and maintenance services.
The Company, through its wholly owned subsidiary Triad Systems Financial
Corporation ("Triad Financial"), leases its products to some of its customers
under a full-payout, direct financing lease.
On February 27, 1997, the Company acquired Triad Systems Corporation
("Triad"). The acquisition of Triad (the "Triad Acquisition") was consummated to
broaden the Company's presence in the automotive aftermarket and to establish a
presence in the hardlines and lumber industry. The Triad Acquisition has been
accounted for as a purchase and, accordingly, the results of operations of Triad
are included from the date of the acquisition. In accounting for the Triad
Acquisition, certain intangible assets were assigned values greater than
historic book values, and the amortization of these assets impact the financial
statements since the date of the Triad Acquisition. The Company also changed its
fiscal year end from November 30, to September 30, in 1997.
On February 10, 1998, the Company refinanced approximately $149.7
million of indebtedness, primarily acquired during the Triad Acquisition,
through the issuance of $100.0 million in 9% Senior Subordinated Notes and the
restructuring of an existing $170.0 million Senior Credit Facility into a $50.0
million term loan facility and a $50.0 million revolving line of credit. In
addition, on March 1, 1998, the Company acquired certain assets of ADP Claims
Solution Group, Inc. (the "ARISB Acquisition") for approximately $9.3 million in
total consideration (including the assumption of certain liabilities). This
acquisition was funded through the restructured Senior Credit Facility, and the
results of operations which are immaterial from the ARISB Acquisition are
included from the date of the acquisition.
8
<PAGE> 9
As a result of the significant impact on operations due to the Triad
Acquisition, the Company changing its fiscal year, and the debt refinancing,
the results of operations and financial condition of the Company for the three
months and six months ended March 31, 1998 are not directly comparable to
corresponding periods in 1997.
Revenues for the three months ended and six months ended March 31, 1998
were $52.5 million and $104.4 million, respectively. These revenues were $24.7
million and $67.2 million greater than the corresponding periods in 1997. The
Company experienced a net loss of $9.3 million for the three months ended March
31, 1998 and a net loss of $16.1 million for the six months ended March 31,
1998, respectively. Both periods include an extraordinary charge of $3.0 million
related to the write-off of debt issuance costs associated with the Company's
debt prior to the February 10, 1998 refinancing.
REVENUE
Revenues for the three month period ended March 31, 1998 were $52.5
million compared to $27.8 for the three months ended March 31, 1997, an increase
of $24.7 million. Revenues for the six months ended March 31, 1998 were $104.4
million compared to $37.2 million for the six months ended March 31, 1997, an
increase of $67.2 million. The increase in revenues is primarily attributed to
the Triad Acquisition. Triad had total revenues of $24.8 million and $66.4
million for the two months prior and five months prior to the acquisition,
respectively.
Systems revenues for the three months ended March 31, 1998 increased
$5.0 million or 42% to $17.0 million as compared to the corresponding period in
1997, primarily due to the Triad acquisition. Triad had systems revenues of $7.3
million during the two months prior to the acquisition. For the six months ended
March 31, 1998, systems revenues increased $16.9 million or 96% to $34.5 million
as compared to the corresponding period in 1997. Triad had systems revenues of
$21.1 million during the five months prior to the acquisition. In general, the
Company has experienced a decline in automotive systems sales due to factors
arising from the Company's change in fiscal years and lower headcount in the
sales organization. During 1997, the Company closed a substantial amount of
automotive systems sales during a year-end push in October and November. Due to
the change in fiscal years, these sales which were in the Company's fourth
quarter are now in the first quarter of 1997, and the corresponding year-end
push took place in August and September, 1997. As a result, these system sales
are not included in the Company's results for the six months ended March 31,
1998. Hardlines systems sales have remained relatively flat.
9
<PAGE> 10
Revenues from customer support and information services increased $19.6
million or 139% for the three months ended March 31, 1998 as compared to the
three months ended March 31, 1997, primarily due to the Triad Acquisition. Triad
had customer support and information services revenues of $17.1 million during
the two months prior to the acquisition. For the six months ended March 31,
1998, customer support and information services revenues increased $48.2 million
or 269% over the corresponding period in 1997. Triad had customer support and
information services revenue of $43.1 million for the five months prior to the
acquisition. In general, the Company has experienced an increase in customer
support and information services revenues due to growth in the automotive and
hardlines installed base of customers.
Revenues from financing activities increased $0.1 million to $1.8
million for the three months ended March 31, 1998 as compared to the three
months ended March 31, 1997 and increased $2.1 million to $3.9 million for the
six months ended March 31, 1998 as compared to the six months ended March 31,
1997. These increases are a direct result of the financing activities of Triad
being included for the entire three month and six month periods ending March 31,
1998.
COST OF REVENUES
Cost of revenues were $33.8 million and $66.6 million for the three
months and six months ended March 31, 1998, respectively, an increase of $19.0
million and $47.7 million over the corresponding periods in 1997. The majority
of the increase is due to the Triad Acquisition. Triad had cost of revenues of
$15.6 million and $38.3 million for the two months prior and five months prior
to the acquisition, respectively. Additionally, the amortization of certain
intangible assets acquired in the Triad Acquisition were revalued through
purchase accounting increased cost of revenues by $2.6 million and $6.3 million
for the three months ended and six months ended March 31, 1998, respectively.
Cost of systems revenues for the three months ended March 31, 1998
increased $5.7 million or 88% to $12.2 million as compared to the three months
ended March 31, 1997, primarily due to the Triad Acquisition. Triad had cost of
systems revenues of $4.7 million during the two months prior to the Triad
Acquisition. Cost of systems revenues for the six months ended March 31, 1998
increased $15.9 million or 184% to $24.5 million as compared to the
corresponding period in 1997. Triad had cost of systems revenues of $12.0
million during the five months prior to the acquisition. The amortization of
developed software acquired in the Triad
10
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Acquisition and revalued through purchase accounting increased costs by $2.0
million and $5.1 million for the three months and six months ended March 31,
1998, respectively. As compared to the prior year periods, the Company
experienced a decline in margin on systems sales due to product mix in the
automotive industry and the underutilization of fixed expenses in manufacturing
and installation and training departments.
Cost of revenues for services and finance for the three months ended March
31, 1998 increased $13.3 million or 160% to $21.6 million as compared to the
three months ended March 31, 1997, primarily due to the Triad Acquisition. Triad
had cost of revenues for services and finance of $10.9 million during the two
months prior to the acquisition. For the six months ended March 31, 1998, cost
of revenues for services and finance increased $31.8 million or 309% to $42.1
million as compared to the six months ended March 31, 1997. Triad had cost of
revenues for services and finance of $26.4 million for the five months prior to
the acquisition. The amortization of information products acquired during the
Triad Acquisition and revalued through purchase accounting entries increased
costs by $0.6 million and $1.3 million for the three months and six months ended
March 31, 1998, respectively. Cost of revenues for customer support services
have increased due to increases in the customer base and increased headcount in
the hardlines customer support area. Additionally, customer services receives an
expense credit on most system sales to offset implementation, installation and
training expenses, and therefore low systems sales result in higher customer
support cost of goods sold and lower gross margin. Cost of revenues for
information services have increased due to the increases in the customer base
and the increased amortization of information service products. Increases in
cost of revenues for financing are a direct result of the financing activities
of Triad being included for the entire three month and six month periods ending
March 31, 1998.
EXPENSES AND OTHER INCOME
Operating expenses for the three months ended March 31, 1998 were $24.3
million, a decrease of $9.1 million over the three months ended March 31, 1997.
Operating expenses for the three months ended March 31, 1997 include a $23.1
million write-off of developed software acquired during the Triad Acquisition.
The effect of this write-off has been offset by increases in operating expenses
due to the Triad Acquisition (including an increase of $2.3 million in
amortization of intangible assets acquired in the Triad Acquisition and revalued
through purchase
11
<PAGE> 12
accounting adjustments). Triad had operating expenses of $11.4 million during
the two months prior to the acquisition. For the six months ended March 31,
1998, operating expenses were $49.5 million, an increase of $12.5 over the
corresponding period in 1997. Triad had operating expenses of $27.7 million for
the five months prior to acquisition, and the amortization of intangible assets
acquired in the Triad Acquisition increased operating expenses by $5.9 million
for the six months ended March 31, 1998 as compared to the corresponding period
in 1997. Additionally, the annual rent expenses of $2.5 million on the
Livermore, California facility acquired in the Triad acquisition and annual
wage increases have contributed to an increase in operating expenses.
Interest and other expenses for the three months and six months ended
March 31, 1998 increased $2.2 million and $6.8 million respectively from the
corresponding periods in 1997. The increase is primarily due to the increased
interest expense on the debt incurred as a result of the Triad Acquisition and
the ARISB Acquisition.
The Company recorded an income tax benefit of $2.8 million and $5.7
million for the three months ended and six months ended March 31, 1998,
respectively. The effective tax rate used to record the income tax benefit is
based on the Company's anticipated results for the year. For both the three
months ended and six months ended March 31, 1997, the Company recorded an income
tax provision of $2.2 million. Prior to the Triad Acquisition, the Company
elected to be treated as an S Corporation and therefore had no income tax
liability. The income tax provision of $2.2 million for the periods ending March
31, 1997 represent the income tax liability for one month of operations and the
liability associated with the Company's decision to terminate the S Corporation
status. Additionally, the income tax liability for the periods ending March 31,
1997 was impacted by the $23.1 million write-off of in-process research and
development associated with the Triad Acquisition. See also note 3 in
unaudited Financial Statements for the period ended March 31, 1998.
On February 10, 1998, the Company refinanced its existing debt. This
generated an extraordinary charge of $3.0 million, net of tax of $2.0 million,
due to the write-off of debt issuance costs associated with the original debt
facilities.
As a result of the above factors, the Company experienced a net loss of
$9.3 million for the three months ended March 31, 1998, a $14.6 improvement over
the $23.9 million loss for the three months ended March 31, 1997. For the six
months ended March 31, 1998, the Company experienced a net loss of $16.1
million, a $5.0 million improvement over the $21.1 million loss for the six
months ended March 31, 1997. Excluding the $23.1 million write-off in the three
months ended March 31, 1997, the extraordinary charge of $3.0 million in the
three months ended March 31, 1998, and the amortization of intangible assets
acquired in the Triad
12
<PAGE> 13
Acquisition and revalued through purchase accounting, the Company experienced
net income of $1.0 million for the three months ended March 31, 1997 compared to
net income of $1.6 million for the three months ended March 31, 1997. Excluding
these same elements, the Company experienced net income of $1.6 million for the
six months ended March 31, 1998 compared to net income of $4.4 million for the
six months ended March 31, 1997.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1998, the Company had $172.3 million in outstanding
indebtedness, an increase of $27.4 million from September 30, 1997. For the six
months ended March 31, 1998, net cash used from operations was approximately
$2.7 million. This use of cash from operations primarily was driven by $4.5
million for inventory and $3.9 million for accounts receivable. The increase in
inventory was primarily due to increased inventory purchases during the
consolidation of the Livermore manufacturing operations into the Austin
manufacturing facility. The shortfall in systems sales during the first six
months and a systems backlog on March 31, 1998 which was approximately $2
million higher than normal also contributed to the increase in inventories.
Inventories are expected to return to normal levels over the next two quarters
as the consolidation of manufacturing was completed in January, 1998, and
backlog is expected to return to normal levels.
On February 10, 1998, the Company refinanced approximately $149.7
million of indebtedness through the issuance of $100.0 million in 9% Senior
Subordinated Notes and the restructuring of an existing $170.0 million Senior
Credit Facility into a $50.0 million term loan facility and a $50.0 million
revolving line of credit. Debt issuance costs for the refinancing totaled $5.8
million. The Notes require annual interest payments of $9.0 million, and the
Company estimates that, based on current debt levels, the restructured Senior
Credit Facility will require annual interest payments of $6.3 million. In
addition, on March 1, 1998 the Company consummated the ARISB Acquisition for
total consideration of approximately $9.3 million which was funded through the
Company's revolving credit facility.
In addition to servicing its debt obligations, the Company requires
substantial liquidity for capital expenditures and working capital needs. The
Company requires working capital as it funds its customer leasing operations and
then periodically liquidates its lease portfolio through discounting
arrangements with banks and lending institutions. For the six months ended March
31, 1998, the Company's capital expenditures were $10.5 million which includes
$6.3 million for development and maintenance of the Company's software and
information service products.
13
<PAGE> 14
The Company believes that the cash flow from its operations, together
with the amounts available under the companies credit facility, will be
sufficient to fund its working capital requirements. The revolving credit
facility allows the company to borrow up to $50 million, of which as of March
31, 1998, $21.7 had been borrowed thereunder. The Company's ability to service
its debt obligations is subject to future economic conditions and to financial,
business, and other factors, many of which are beyond the Company's control.
14
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 27.1 - Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the three months ended
March 31, 1998.
15
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
COOPERATIVE COMPUTING, INC.
Dated: May 15, 1998 By:/s/ MATTHEW HALE
---------------------------------
Matthew Hale
Chief Financial Officer
(Principal financial and chief
accounting officer)
16
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> CT
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<TOTAL-ASSETS> 312,432
0
0
<COMMON> 4
<OTHER-SE> 37,481
<TOTAL-LIABILITY-AND-EQUITY> 312,432
<TOTAL-REVENUES> 52,499
<INCOME-TAX> (2,761)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 3,017
<CHANGES> 0
<NET-INCOME> (9,344)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
