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, 1993
OR
Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Commission File Number 0-9505
TRIAD SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-2160013
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3055 Triad Drive, Livermore, California 94550
(Address of principal executive offices)
Registrant's telephone number, including area code: (510) 449-0606
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---- ----
As of December 31, 1993, the registrant had issued and outstanding
12,699,000 shares of common stock - $.001 par value, of which
162,000 shares were held in treasury.
TRIAD SYSTEMS CORPORATION
QUARTERLY REPORT FORM 10-Q
INDEX
Page No.
Part 1. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at
December 31, 1993 and September 30, 1993 1
Condensed Consolidated Statements of Income
for the Three Month Periods Ended
December 31, 1993 and 1992 2
Condensed Consolidated Statements of Cash
Flows for the Three Month Periods Ended
December 31, 1993 and 1992 3
Notes to Condensed Consolidated Financial
Statements 4-7
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 8-11
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 12-13
Signatures 14
Exhibit 11 15
PART 1 FINANCIAL INFORMATION
TRIAD SYSTEMS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
At December 31, 1993 and September 30, 1993
December 31, September 30,
1993 1993
------------ -------------
(Unaudited) (as restated)
------------ -------------
(Amounts in thousands)
ASSETS
Current assets
Cash and equivalents $ 6,573 $ 8,250
Receivables 11,202 10,081
Investment in leases 5,664 5,874
Inventories
Purchased parts 2,743 2,607
Work in process 390 617
Finished goods 3,180 3,343
-------- --------
Inventories 6,313 6,567
Prepaid expenses and other current
assets 4,970 5,097
-------- --------
Current assets 34,722 35,869
Service parts 2,466 2,104
Property, plant and equipment, net of
accumulated depreciation and
amortization of $26,146 at
December 31, 1993 and $25,331 at
September 30, 1993 26,033 26,389
Long-term investment in leases 22,766 24,306
Other assets 18,430 17,344
Land for resale 25,390 25,367
-------- --------
Total assets $129,807 $131,379
======== ========
LIABILITIES
Current liabilities
Notes payable and current portion of
long-term debt $ 3,733 $ 2,971
Accounts payable 7,258 9,210
Accrued employee compensation 6,610 7,348
Deferred income taxes 3,905 3,872
Other current liabilities and accrued
expenses 10,511 10,170
-------- --------
Current liabilities 32,017 33,571
Long-term debt 67,787 69,381
Other liabilities 4,654 4,421
Deferred income taxes 21,074 20,892
-------- --------
Total liabilities 125,532 128,265
-------- --------
STOCKHOLDERS' EQUITY
Cumulative convertible preferred stock
$.01 par value; authorized 1,000,000
shares; issued and outstanding
1,000,000 shares at December 31, 1993
and September 30, 1993; 10 10
liquidation value $20 million
Common stock
$.001 par value; authorized
50,000,000 shares; issued and
outstanding 12,699,000 at
December 31, 1993 and 12,611,000
at September 30, 1993 13 13
Treasury stock (782) (592)
162,000 shares at December 31, 1993
and 127,000 shares
at September 30, 1993
Capital in excess of par 28,325 27,626
Accumulated deficit (23,291) (23,943)
-------- --------
Stockholders' equity 4,275 3,114
-------- --------
Total liabilities and
stockholders' equity $129,807 $131,379
======== ========
The accompanying notes are an integral part of these
financial statements.
TRIAD SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Three Month Periods Ended December 31, 1993 and 1992
(Unaudited)
Three Months Ended
December 31,
-------------------
1993 1992
-------- --------
(Amounts in thousands except per share data)
Revenues
Services $ 20,554 $ 19,582
Systems 14,398 12,691
Finance 2,524 1,887
-------- --------
Total revenues 37,476 34,160
Costs and expenses
Services 12,039 11,532
Systems 6,725 6,323
Marketing and finance 9,961 9,158
Product development 2,212 1,815
General and administrative 2,578 2,404
Other operating expense 319 220
-------- --------
Total costs and expenses 33,834 31,452
Operating income 3,642 2,708
Interest expense 1,924 1,944
Other expense 34 81
-------- --------
Income before provision for
income taxes 1,684 683
Provision for income taxes 640 273
-------- --------
Net income $ 1,044 $ 410
======== ========
Earnings per share
Primary
Net income $ .06 $ .03
Weighted average shares 17,422 16,970
Fully diluted
Net income $ .06 $ .03
Weighted average shares 17,422 17,004
The accompanying notes are an integral part of these
financial statements.
TRIAD SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Month Periods Ended December 31, 1993 and 1992
(Unaudited)
Three Months Ended
December 31,
--------------------
1993 1992
------ ------
(Amounts in thousands)
Cash flows from operating activities
Net income $ 1,044 $ 410
Adjustments to reconcile net income
to net cash used in operating
activities
Depreciation and amortization 2,161 2,093
Receivable and inventory loss provisions 1,730 1,343
Gains from lease discounting (1,419) (1,018)
Other 582 (258)
Changes in assets and liabilities
Trade accounts receivable (1,600) (365)
Investment in leases (2,225) 899
Inventories (112) (420)
Deferred income taxes 215 (162)
Prepaid expenses and other current
assets (34) (674)
Accounts payable (1,952) (3,255)
Accrued employee compensation (738) (1,034)
Other current liabilities and accrued
expenses 323 783
-------- --------
Net cash used in operating activities (2,025) (1,658)
Cash flows from investing activities
Investment in leases (10,384) (9,938)
Investment in property, plant and
equipment (502) (435)
Other (2,587) (1,749)
-------- --------
Net cash used in investing activities (13,473) (12,122)
Cash flows from financing activities
Proceeds from issuance of debt 10,050 10,700
Proceeds from lease discounting 14,689 9,064
Proceeds from sale of common stock 482 440
Purchase of treasury stock (190) ---
Repayment of debt (11,010) (9,537)
Dividends paid (200) ---
Other --- (94)
-------- --------
Net cash provided by financing
activities 13,821 10,573
Net decrease in cash and equivalents (1,677) (3,207)
Beginning cash and equivalents 8,250 5,482
-------- --------
Ending cash and equivalents $ 6,573 $ 2,275
======== ========
Supplemental disclosures of cash flow
information
Cash paid during the period for
Interest $ 1,048 $ 1,080
Income Taxes 142 36
The accompanying notes are an integral part of these
financial statements.
TRIAD SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(December 31, 1993 and 1992 - 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, 1993, and the results of
operations and cash flows, for the three month periods
ended December 31, 1993 and 1992. The results of operations
for the three month periods ended December 31, 1993, are not
necessarily indicative of the results to be expected for the
full year. The September 30, 1993 audited Balance Sheet was
restated to reflect the adoption of FAS 109 and the
associated change in accounting for income taxes. The current
Balance Sheet does not include all disclosed requirements
under GAAP and should be read in conjunction with the
September 30, 1993 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 System Financial Corporation ("Triad
Financial") and its subsidiary after elimination of
intercompany accounts and transactions. Financial information
relating to Triad Financial is presented in Note 4.
3. Primary and fully diluted earnings per share are based on
the average common shares outstanding, the dilutive effect of
the stock options and the assumed conversion of the preferred
stock and exercise of warrants. Dilution from common
equivalents has been futher adjusted under the modified
treasury stock method.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
4. 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 Triad Financial at
December 31, 1993 and September 30, 1993, and for the three
month periods ended December 31, 1993 and 1992, follows:
TRIAD SYSTEMS FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
at December 31, 1993 and September 30, 1993
December 31, September 30,
1993 1993
------------ -------------
(Unaudited)
Assets (Amounts in thousands)
Cash $ 210 $ 171
Net investment in leases 28,430 30,180
Residual value retained on leases
discounted 4,423 4,163
Receivable from parent company 20,733 17,179
Other assets 3,020 2,870
-------- --------
$ 56,816 $ 54,563
======== ========
Liabilities and Stockholder's Equity
Other liabilities and accrued expenses $ 8,580 $ 7,382
Deferred income 1,660 1,554
Debt 2,882 3,249
Stockholder's equity 43,694 42,378
-------- --------
$ 56,816 $ 54,563
======== ========
TRIAD SYSTEMS FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Three Month Periods Ended December 31, 1993 and 1992
(Unaudited)
Three Months Ended
December 31,
--------------------
1993 1992
------ ------
(Amounts in thousands)
Revenues $ 2,524 $ 1,887
Selling and administrative expenses 545 487
Provision for doubtful accounts and
revaluation charges 579 527
-------- --------
Operating income 1,400 873
Intercompany income 617 715
-------- --------
Income before taxes 2,017 1,588
Provision for income taxes 767 635
-------- --------
Net income $ 1,250 $ 953
======== ========
5. The Company adopted FAS 109 in the quarter ended
December 31, 1993, the effects of which were applied
retroactively to October 1, 1992 (fiscal year 1993). The
financial statements for fiscal year 1993 have been
restated to reflect the change in accounting for income
taxes.
The cumulative effect of the accounting change on deferred
taxes as of the beginning of fiscal year 1993 was not
material. The income tax provision for the fiscal year
ended September 30, 1993 increased $800,000 ($.04 per share)
as a result of the federally legislated corporate
income tax rate change in August 1993.
Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the
amounts used for income tax purposes. Significant components
of the Company's deferred tax liabilities as restated are:
(Amounts in thousands) September 30, 1993
------------------
Deferred tax liabilities
Current
Lease financing $6,562
Inventory reserves (1,219)
Other (1,471)
--------
Total Current 3,872
--------
Noncurrent
Lease financing 29,514
Depreciation (1,663)
General business credits (2,811)
Alternative minimum tax credits (3,922)
Other (226)
--------
Total Noncurrent 20,892
--------
Total deferred tax liabilities $ 24,764
========
Provision for Income Taxes.
(Amounts in thousands) 1993
------
Current
Federal $ 1,578
State 500
Foreign 53
--------
Current provision 2,131
--------
Deferred
Federal 695
State 233
Foreign 22
--------
Deferred provision 950
--------
Provision for income taxes $ 3,081
========
The Company's effective tax rate from operations differs from the
U.S. statutory income tax rate as restated below:
1993
------
U.S. statutory income tax rate 35.0%
State taxes, net of Federal income tax benefit 5.9%
Foreign income tax benefit 1.0%
Favorable tax settlements on prior years -15.2%
Federal statutory income tax rate effect of FAS 109 9.8%
Other 1.3%
--------
37.8%
========
Deferred Tax Provision.
(Amounts in thousands) 1993
Depreciation ($165)
Direct financing leases 1,051
Software capitalization 328
General business credits applied (776)
Inventory reserves 239
Other 273
--------
Total deferred tax provision $950
========
TRIAD SYSTEMS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Summary
Net income for the first quarter of fiscal 1994 was $1 million
($.06 per share) compared with $.4 million ($.03 per share) in the
same period a year ago. The improvement resulted primarily from a
$2.4 million increase in gross margin resulting from a 10% increase
in total revenues, which were the highest for any first quarter in
the Company's history. Services revenues alone contributed $1
million of this growth as subscriptions to Triad database
information services continue to gain momentum. Retail Hardgoods
revenues increased $.1 million over the first quarter of last year
to finish at $5.9 million, while Service Dealer revenues had a
record-setting quarter by posting a 125% increase over the same
period of the prior year.
Percentage of Revenues
For the Three Months Ended
December 31,
--------------------------
1993 1992
Revenues 100.0% 100.0%
Costs and expenses
Costs of services and systems 50.0 52.3
Marketing and financing 26.6 26.8
Product development 5.9 5.3
General and administrative 7.7 7.6
Other operating expenses 0.1 0.1
Operating income 9.7 7.9
Interest and other expense 5.2 5.9
Income before provision for income taxes 4.5 2.0
Provision for income taxes 1.7 0.8
Net income 2.8 1.2
Revenues
First quarter revenues increased 10% to $37.5 million from prior
first quarter revenues of $34.2 million. Services revenues
increased 5% to $20.6 million with Information Services enjoying
the largest growth, a 19% increase over the same period of the
prior year. Systems revenues were $14.4 million, a 13% increase
over the $12.7 million of the first quarter of last year.
Automotive Division revenues showed significant gains by posting a
$1.6 million or 24% increase to $8.4 million over the first quarter
of 1993. This growth is primarily attributed to a 125% increase in
Service Dealer revenues resulting from Triad's penetration into
this new market. Retail Hardgoods also showed an increase with
revenues of $5.9 million, $.1 million over the same period of the
prior year. Finance revenues increased $.6 million to $2.5 million
as compared to the corresponding period of the prior year. The
increase in Finance revenues is the result of several factors
including a larger lease portfolio which is primarily attributed to
a $3.1 million portfolio acquisition by Triad's United Kingdom
Subsidiary in the fourth quarter of last year.
Services
Revenues from recurring monthly services, including both
Information Services and Customer Services, improved to $20.6
million as compared to $19.6 million during the same period last
year. Information Services revenues increased 19% to $5.7 million,
the fifth consecutive quarter of higher revenues.
The increases in Information Services revenues were due to improved
Electronic Catalog product revenues of 21% in the quarter as
compared to the same period of the prior year. Recurring revenues
from the Electronic Catalog product delivered with LaserCat and
ServiceCat workstations continue to build momentum and provide the
revenue improvement. Telepricing revenues remained stable at $1.3
million.
Customer Services margins increased 1% to 38% while revenues
remained relatively flat at approximately $14 million during the
quarter as compared to the corresponding period of the prior year.
These revenues, which reflect 1993's introduction of alternative
programs and reduced fees, are expected to increase slightly in the
future as Retail Hardgoods and Service Dealer customer bases
expand.
Triad's Business Products unit, which provides computer forms and
supplies to Triad's customers, generated a 28% increase to $.9
million in revenues compared to prior year. This increase is
attributed to an increasing Triad customer base.
Products
Revenues from the more mature Automotive market increased
dramatically to $8.4 million, 24% over the $6.8 million during the
same period last year. This increase is primarily the result of the
favorable market response to the PRISM(TM) A product introduced in
the fourth quarter of 1993. The PRISM A product allows increased
flexibility in tailoring database applications to meet changing
needs. Automotive gross margins have improved significantly over
the first quarter as a result of the PRISM A product introduction.
Retail Hardgoods Division revenues rose 2% to $5.9 million over the
first period of the prior year. This is primarily the result of a
$.4 million increase in upgrade revenues as customers expanded to
the Eagle product line. Additionally, Triad's Advantage Program,
which encourages joint efforts to automate retail hardgoods stores,
has increased the customer base. Since inception, this successful
program has added several industry leaders as cooperatives. The
company continues to market systems to members of the national
hardware wholesale operations, including Cotter & Co. (True Value),
ACE, Servistar and HWI.
Finance
Finance revenues generated by Triad Systems Financial Corporation
("Triad Financial") were $2.5 million, a 34% increase from the same
quarter last year. This is attributed to a $5 million increase in
discounting activity which resulted primarily from customers that
refinanced existing leases with their new equipment purchases.
Additionally, the higher portfolio balance produced increased lease
income of $.3 million.
Costs and Expenses
Product gross margins as a percent of system sales were 52.7%, up
2.6% from prior year same quarter levels. This improvement is
attributed to a higher software content in the product mix
resulting from PRISM A upgrades sold to existing customers.
Services gross margins as a percent of revenues were 42.2%, up 1.1%
from prior year same quarter levels. This improvement is the result
of a four fold increase in sales of higher margin Service Dealer
products.
Marketing and finance expenses were $10.0 million, 8.7% higher than
the first quarter of last year. These expenses as a percentage of
revenues have remained relatively consistent at 27% despite
significant investments in the Service Dealer and Hardgoods sales
forces.
Product development expenditures before capitalization of software
were $2.9 million, a 6.4% increase from the first quarter of last
year. This increase is primarily attributed to the Company's
commitment to investing in growth market opportunities such as
Point of Sale (POS) data products. Product development expense was
$2.2 million, 21.9% higher than last year, due to reduced software
capitalization.
General and administrative expenses were $2.9 million, 10.4% higher
than the first quarter of last year. This is primarily attributed
to increased litigation expenses as a result of the ongoing effort
to protect the Company's intellectual property rights and higher
employee costs.
Interest expense during the first quarter of fiscal 1994 has
remained flat at $1.9 million as compared to the same period in the
prior year.
Financial Condition
Cash used in operations was $2.0 million compared to $1.7 million
in the same quarter of the prior year.
Triad Financial financed 63% of domestic Triad systems sales during
the quarter, consistent with the prior year first quarter. Limited
and full-recourse discounting agreements are maintained with banks
and lending institutions. At December 31, 1993 the portfolio
available for discounting was $20.5 million and commitments for
$48.1 million in discounting lines were available. Triad Financial
received $14.7 million from discounting leases in the first
quarter. Under the discounting agreements, Triad Financial is
contingently liable for losses in the event of lessee nonpayment.
The discounting agreements contain certain restrictive covenants
which allow Triad Financial to discount only while in compliance
with such covenants. The Company is in compliance with the
restrictive covenants and management believes that it will maintain
compliance with such covenants in the foreseeable future. The
Company adopted Statement of Financial Accounting Standards No. 109
(FAS 109), Accounting for Income Taxes, during the quarter with the
effects being applied retroactively to October 1, 1992 (fiscal year
1993). This adoption resulted in significant balance sheet
reclassifications; however, applicable restrictive covenants
contained in the discounting agreements adjust to offset the impact
of accounting changes. Therefore, the Company's ability to comply
with these debt covenants has not been affected.
The adoption of FAS 109 changes the Company's method of accounting
for income taxes from the deferred method (APB 11) to an asset and
liability method. Previously the Company deferred the past tax
effects of timing differences between financial reporting and
taxable income. The asset and liability approach requires the
recognition of deferred tax liabilities and assets for the expected
future tax consequences of temporary differences between the
carrying amounts and the tax basis of assets and liabilities.
Capital equipment expenditures were $.5 million during the first
quarter. There were no material capital commitments at December 31,
1993.
Management believes that available cash resources, together with
the Company's borrowing capacity, are adequate to provide funds to
finance foreseeable needs.
PART II OTHER INFORMATION
Items 1-5. Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit Index for December 31, 1993
Exhibit Sequentially
Number Numbered Page
10.1 Triad Systems Corporation Amended and Restated
1982 Stock Option Plan as amended on October 22,
1993, incorporated by reference from Exhibit
10.1 to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1993.
10.2 Form of Indemnification Agreement, incorporated
by reference from Exhibit 10.4 to the Company's
Registration Statement on Form S-2
(File No. 33-2966) filed July 3, 1989 (the "1989
Form-2 Registration Statement").
10.3 Nonqualified Stock Option Agreement between the
Company and James R. Porter dated January 13,
1987, incorporated by reference from Exhibit 10.5
to the 1987 Form S-2 Registration Statement,
(File No. 33-13599) (the "1987 Company's Form S-2
Registration Statement").
10.4 Development Agreement between the Company and
the City of Livermore dated December 2, 1985,
incorporated by reference from Exhibit 10.5 to
the 1987 Form S-2 Registration Statement.
10.5 Subdivision Improvement Agreement between the
Company and the City of Livermore dated
December 2, 1985, incorporated by reference
from Exhibit 10.7 to the 1987 Form S-2
Registration Statement.
10.6 Mortgage between Variable Annuity Life
Insurance Company and 3055 Triad Drive dated
August 23, 1988, incorporated by reference
from Exhibit 10.6 to the Company's Annual
Report on Form 10-K for the fiscal year ended
September 30, 1988 (the "1988 Form 10-K").
10.7 Nonqualified Stock Option Agreement between
the Company and James R. Porter dated as of
February 17, 1987, incorporated by reference
from Exhibit 10.7 of the 1988 Form 10-K.
10.8 Nonqualified Stock Option Agreement between the
Company and James R. Porter dated November 12,
1988, incorporated by reference from Exhibit
10.8 of the 1988 Form 10-K.
10.9 Triad Systems Corporation 1990 Stock Option
Plan as amended on October 22, 1993,
incorporated by reference from Exhibit 10.9 to
the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1993.
10.10 Triad Systems Corporation Amended and Restated
Outside Directors Stock Option Plan, incorporated
by reference from Exhibit 10.10 to the Company's
Annual Report on Form 10-K for the fiscal year
ended September 10, 1991.
10.11 Revolving Credit Loan Agreement dated as of
June 30, 1992, as amended, between the Company
and Plaza Bank of Commerce, incorporated by
reference from Exhibit 10.3 to the Company's
Current Report on Form 8-K filed August 17, 1992.
10.12 Unit Purchase Agreement dated as of July 2, 1992,
between the Company, Richard C. Blum &
Associates, Inc. and certain purchasers,
together with the First Amendment to Unit
Purchase Agreement dated as of August 3, 1992,
and the form of irrevocable Proxy, incorporated
by reference from Exhibit 10.4 to the Company's
Current Report on Form 8-K filed August 17, 1992.
10.13 Unit Certificate evidencing Units to purchase
Preferred Stock and Warrants, together with Form
of Warrant Certificate, attached as Exhibit A
thereto, incorporated by reference from Exhibit
3.2 to the Company's Current Report on Form 8-K
filed August 17, 1992.
10.14 Registration Rights Agreement between the Company
and certain purchasers under the Unit Purchase
Agreement dated as of August 3, 1992,
incorporated by reference from Exhibit 10.5 to
the Company's Current Report on Form 8-K filed
August 17, 1992.
10.15 Grant Agreement between the Industrial
Development Authority and Triad Systems Ireland
Limited, Triad Systems Corporation and Tridex
Systems Limited and related agreements,
incorporated by reference from Exhibit 10.15 to
the 1992 Form S-4 Registration Statement.
10.16 Cancellation of Development Agreement between
the Company and the City of Livermore dated
July 15, 1993, incorporated by reference from
Exhibit 10.16 to the Company's Annual Report
on Form 10-K for the fiscal year ended
September 30, 1993.
10.17 Amended and Restated Subdivision Improvement
Agreement between the Company and the City of
Livermore dated May 12, 1993, incorporated by
reference from Exhibit 10.17 to the Company's
Annual Report on Form 10-K for the fiscal year
ended September 30, 1993.
11.1 Computation of Net Income per share. 15
(b) Reports on Form 8-K
No report on Form 8-K was filed during the
quarter ended, December 31, 1993.
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
and the principal financial officer of the Registrant.
TRIAD SYSTEMS CORPORATION
-------------------------
(Registrant)
Date February 10, 1994 /s/ Jerome W. Carlson
------------------- ----------------------------
Jerome W. Carlson,
Vice President, Finance
(Principal Financial Officer)
EXHIBIT 11.1
TRIAD SYSTEMS CORPORATION
COMPUTATION OF EARNINGS PER SHARE
For the Three Month Periods Ended December 31, 1993 and 1992
Three Months Ended
December 31,
1993 1992
---- ----
(Amounts in thousands except per share data)
Calculation of number of shares
entering into computation
Weighted average shares outstanding 15,740 14,990
Net effect of dilutive stock options based
on the average stock prices 1,682 1,980
-------- --------
Average primary shares outstanding 17,422 16,970
Net effect of dilutive stock options and
rights based on the ending stock price --- 34
-------- --------
Average fully diluted shares outstanding 17,422 17,004
======== ========
Net Income $ 1,044 $ 410
Adjustment for dilution
Interest on debt and amortization of
debt costs, net of income taxes 35 32
-------- --------
Net income available for primary and
fully diluted shares $ 1,079 $ 442
======== ========
Earnings per share
Primary $ .06 $ .03
Fully diluted $ .06 $ .03
