CIK: 0000313867
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(x) Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period
ended March 31, 1994
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 March 31, 1994, the registrant had issued and outstanding
12,962,000 shares of common stock - $.001 par value, of which
182,000 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
March 31, 1994 and September 30, 1993 1
Condensed Consolidated Statements of Income for the
Three and Six Month Periods Ended March 31, 1994
and 1993 2
Condensed Consolidated Statements of Cash Flows for
the Six Month Periods Ended March 31, 1994 and 1993 3
Notes to Condensed Consolidated Financial Statements 4-5
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 6-10
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 11-12
Signatures 13
Exhibit 11.1 14
PART 1 FINANCIAL INFORMATION
TRIAD SYSTEMS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
At March 31, 1994 and September 30, 1993
March 31, September 30,
1994 1993
----------- -------------
(Unaudited) (as restated)
----------- -------------
ASSETS (Amounts in thousands)
Current assets
Cash and equivalents $ 6,729 $ 8,250
Receivables 11,514 10,081
Investment in leases 6,232 5,874
Inventories
Purchased parts 2,137 2,607
Work in process 376 617
Finished goods 2,833 3,343
-------- --------
Inventories 5,346 6,567
Prepaid expenses and other current
assets 5,829 5,097
-------- --------
Current assets 35,650 35,869
Service parts 2,532 2,104
Property, plant and equipment, net of
accumulated depreciation and
amortization of $26,985 at March 31,
1994 and $25,331 at September 30, 1993 26,122 26,389
Long-term investment in leases 23,105 24,306
Other assets 19,105 17,344
Land for resale 25,410 25,367
-------- --------
Total assets $131,924 $131,379
======== ========
LIABILITIES
Current liabilities
Notes payable and current portion
of long-term debt $ 3,896 $ 2,971
Accounts payable 9,313 9,210
Accrued employee compensation 7,140 7,348
Deferred income taxes 3,905 3,872
Other current liabilities and
accrued expenses 9,000 10,170
-------- --------
Current liabilities 33,254 33,571
Long-term debt 66,991 69,381
Other liabilities 4,682 4,421
Deferred income taxes 21,505 20,892
-------- --------
Total liabilities 126,432 128,265
-------- --------
STOCKHOLDERS' EQUITY
Cumulative convertible preferred stock
$.01 par value; authorized 1,000,000
shares; issued and outstanding
1,000,000 shares at March 31, 1994
and September 30, 1993;
liquidation value $20 million 10 10
Common stock
$.001 par value; authorized
50,000,000 shares; issued and
outstanding 12,962,000 at
March 31, 1994 and 12,611,000
at September 30, 1993 13 13
Treasury stock
182,000 shares at March 31, 1994
and 127,000 shares at
September 30, 1993 (882) (592)
Capital in excess of par 28,735 27,626
Accumulated deficit (22,384) (23,943)
-------- --------
Stockholders' equity 5,492 3,114
-------- --------
Total liabilities and
stockholders' equity $131,924 $131,379
======== ========
The accompanying notes are an integral part of these
financial statements.
TRIAD SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Three and Six Month Periods Ended March 31, 1994 and 1993
(Unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
---------------- ----------------
1994 1993 1994 1993
------- ------- ------- -------
(Amounts in thousands except
per share data)
Revenues
Services $20,973 $19,881 $41,527 $39,463
Systems 17,250 14,515 31,648 27,206
Finance 2,338 2,577 4,862 4,464
------- ------- ------- -------
Total revenues 40,561 36,973 78,037 71,133
Costs and expenses
Services 13,026 11,937 25,065 23,469
Systems 7,994 6,845 14,719 13,168
Marketing and finance 10,647 9,610 20,608 18,768
Product development 1,976 2,220 4,188 4,035
General and administrative 2,789 2,470 5,367 4,891
Other operating (income)
expense (3) 335 316 538
------- ------- ------- -------
Total costs and expenses 36,429 33,417 70,263 64,869
Operating income 4,132 3,556 7,774 6,264
Interest expense 1,844 1,961 3,768 3,905
Other expense 37 50 71 131
------- ------- ------- -------
Income before provision
for income taxes 2,251 1,545 3,935 2,228
Provision for income taxes 855 618 1,495 891
------- ------- ------- -------
Net income $ 1,396 $ 927 $ 2,440 $ 1,337
======= ======= ======= =======
Earnings per share
Primary
Net income $ .08 $ .06 $ .14 $ .08
Weighted average shares 17,425 16,967 17,424 16,969
Fully diluted
Net income $ .08 $ .06 $ .14 $ .08
Weighted average shares 17,425 16,967 17,424 16,986
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 March 31, 1994 and 1993
(Unaudited)
Six Months Ended
March 31,
-------------------
1994 1993
-------- --------
(Amounts in thousands)
Cash flows from operating activities
Net income $ 2,440 $ 1,337
Adjustments to reconcile net income
to net cash provided by operating
activities
Depreciation and amortization 4,171 4,119
Receivable and inventory loss
provisions 3,817 3,148
Gains from lease discounting (2,648) (2,627)
Other 684 (328)
Changes in assets and liabilities
Trade accounts receivable (2,724) (490)
Investment in leases (4,101) (2,232)
Inventories 474 129
Deferred income taxes 646 70
Prepaid expenses and other current
assets (571) (474)
Accounts payable 103 (3,793)
Accrued employee compensation (208) (648)
Other current liabilities and accrued
expenses (1,170) 2,168
-------- --------
Net cash provided by operating
activities 913 379
Cash flows from investing activities
Investment in leases (22,470) (17,860)
Investment in property, plant and
equipment (1,284) (900)
Other (4,883) (3,614)
-------- --------
Net cash used in investing
activities (28,637) (22,374)
Cash flows from financing activities
Proceeds from issuance of debt 19,310 23,600
Proceeds from lease discounting 28,114 21,880
Proceeds from sale of common stock 674 758
Purchase of treasury stock (290) (109)
Repayment of debt (21,205) (25,198)
Dividends paid (400) (327)
Other --- (136)
-------- --------
Net cash provided by financing
activities 26,203 20,468
Net decrease in cash and equivalents (1,521) (1,527)
Beginning cash and equivalents 8,250 5,482
-------- --------
Ending cash and equivalents $ 6,729 $ 3,955
======== ========
Supplemental disclosures of cash flow
information
Cash paid during the period for
Interest $ 3,538 $ 3,765
Income Taxes 402 116
Noncash investing and financing activities
Capital lease 180 ---
The accompanying notes are an integral part of these
financial statements.
TRIAD SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(March 31, 1994 and 1993 - Unaudited)
1. In the opinion of the Registrant, the consolidated financial
statements contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the
financial position as of March 31, 1994, and the results of
operations and cash flows, for the three and six month periods
ended March 31, 1994 and 1993. The results of operations for
the three and six month periods ended March 31, 1994, 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 5.
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 further adjusted under the modified
treasury stock method.
4. The Company adopted Statement of Financial Accounting
Standards No 109 (FAS 109), Accounting for Income Taxes in the
quarter ended December 31, 1993, the effects of which were
applied retroactively October 1, 1992 (fiscal year 1993). The
adoption of FAS 109 changes the Company's method of accounting
for income taxes from the deferred method (APB11) to an asset
and liability approach. Previously the Company deferred the
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 bases of other assets
and liabilities.
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 effect on the income tax provision for fiscal year ended
September 30, 1993 was an increase of $800,000 ($.04 per
share) as a result of the legislated corporate income tax rate
change in August 1993.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
5. 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
March 31, 1994 and September 30, 1993, and for the three and
six month periods ended March 31, 1994 and 1993, follows:
TRIAD SYSTEMS FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
At March 31, 1994 and September 30, 1993
March 31, September 30,
1994 1993
----------- -----------
(Unaudited)
-----------
(Amounts in thousands)
Assets
Cash $ 226 $ 171
Net Investment in leases 29,337 30,180
Residual value retained on leases
discounted 4,666 4,163
Receivable from parent company 19,389 17,179
Other assets 3,205 2,870
-------- --------
$ 56,823 $ 54,563
======== ========
Liabilities and Stockholder's Equity
Other liabilities and accrued expenses $ 7,721 $ 7,382
Deferred income 1,714 1,554
Term debt 2,567 3,249
Stockholder's equity 44,821 42,378
-------- --------
$ 56,823 $ 54,563
======== ========
TRIAD SYSTEMS FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Three and Six Month Periods Ended March 31, 1994 and 1993
(Unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
---------------- ----------------
1994 1993 1994 1993
------- ------- ------- -------
(Amounts in thousands)
Revenues $ 2,338 $ 2,577 $ 4,862 $ 4,464
Selling and administrative
expenses 567 492 1,112 979
Provision for doubtful
accounts and revaluation
charges 525 698 1,104 1,225
------- ------- ------- -------
Operating income 1,246 1,387 2,646 2,260
Intercompany income 650 675 1,267 1,390
------- ------- ------- -------
Income before taxes 1,896 2,062 3,913 3,650
Provision for income taxes 720 825 1,487 1,460
------- ------- ------- -------
Net income $ 1,176 $ 1,237 $ 2,426 $ 2,190
======= ======= ======= =======
TRIAD SYSTEMS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Summary
Earnings per share for the second quarter were $.08 on net income
of $1,396,000 compared to earnings per share of $.06 on net income
of $927,000 in the second quarter of last year. First half
earnings were $.14 on net income of $2,440,000 compared to
earnings per share of $.08 on net income of $1,337,000 during the
same period of last year. These improvements are a direct result
of record revenues for both the second quarter and first half of
the year. Increased revenues from the company's growth businesses,
lead by Information Services and Service Dealer operations, are
primarily responsible for the net income improvement.
Percentage of Revenues
Three Months Ended Six Months
Ended
March 31, March 31,
--------------- ---------------
1994 1993 1994 1993
Revenues 100.0% 100.0% 100.0% 100.0%
Costs and expenses
Costs of services and systems 51.8 50.8 51.0 51.5
Marketing and financing 26.2 26.0 26.3 26.4
Product development 4.9 6.0 5.4 5.7
General and administrative 6.9 7.5 7.2 7.5
Other operating (income)
expenses 0.0 0.1 0.1 0.1
Total costs and expenses 89.8 90.4 90.0 91.2
Operating income 10.2 9.6 10.0 8.8
Interest and other expense 4.7 5.4 4.9 5.7
Income before provision for
income taxes 5.5 4.2 5.1 3.1
Provision for income taxes 2.1 1.7 2.0 1.2
Net income 3.4 2.5 3.1 1.9
Revenues
Second quarter revenues increased to $40.6 million, or 10% higher
than revenues in the same period last year. Systems revenues
showed the largest increase, $2.7 million, or 19%, to $17.3
million compared to $14.5 million in the prior year. Services
revenues were up $1.1 million to $21 million compared to the same
period last year. Increasing revenues reflect continuing
expansion of Triad's customer base, creating opportunities for
further gains in recurring services revenues. Finance revenues
declined $.3 million to $2.3 million due to the company
experiencing higher discounting yields in the prior year created
by falling interest rates during that period.First half revenues
were a record $78 million, or 10% higher than the same period last
year. Revenue improvement was achieved in all three primary areas
of the business; services, products and finance. Automotive Jobber
and Service Dealer sales showed the largest increase, a 16%
movement to $31.6 million for the period.
Services
Revenues from recurring monthly services, including both
Information Services and Customer Services, improved to $20.1
million during the second quarter and to $39.7 million during the
first half, both 5% increases compared to the same periods last
year. Second quarter Information Services revenues increased to
$6.1 million, the sixth consecutive quarter of higher revenues.
Increases in Information Services revenues were primarily due to
Electronic Catalog product revenues improving 27% in the second
quarter and 24% in the first half of the year compared to prior
year periods. The Electronic Catalog product revenue improvement
was the result of increased sales to new retail Service Dealer
accounts and national chain outlets. Telepricing service revenues
were $1.3 million in the second quarter and $2.6 million for the
first half of the year, at similar levels as in the same periods
last year.
Customer Services revenues were $13.9 million and $27.9 million
for the second quarter and first half of the year, respectively.
These revenues have remained relatively stable, compared to the
same periods last year, despite increased competition and the
company's introduction of alternative programs offering reduced
systems support fees.
Revenues from the Business Products unit, which provides computer
forms and supplies to Triad's customer base, were $.9 million in
the second quarter and $1.8 million for the first half of the
year. Revenues increased by 23% in the first half of the year due
to a greater number of customers and a broader selection of
products.
Products
Retail Hardgoods Division revenues increased 10% during the second
quarter to $6.9 million and 6% during the first half of the year
to $12.9 million, as a result of increased new systems sales
during those periods when compared to the same periods last year.
The sales efforts have benefited from Triad's marketing agreements
with Distribution America and Pro Hardware, which are part of
Triad's Advantage Program. The program encourages joint efforts to
automate retail hardgoods stores and, since inception, has added
several industry leaders as participants. The company continues to
market systems to members of the national hardware wholesale
operations, including Cotter & Co. (True Value), ACE, Servistar
and HWI.
Automotive Division revenues in the second quarter were $10.3
million, a 27% improvement over last year. Revenues for the first
half were $18.7 million, or 25% above prior year levels. These
increases are primarily the result of increased new system sales
and the company's core automotive jobber business upgrading to the
PRISM platform. The company anticipates the increases in revenue
generated from PRISM upgrades to continue as the PRISM platform
gains further market acceptance. Additionally, Service Dealer
revenues for the second quarter were a record $2 million. Service
Dealer revenue growth continues to remain strong as the company
has doubled its dedicated Service Dealer sales force since last
year.
Finance
Finance revenues generated by Triad Systems Financial Corporation
("Triad Financial") were $2.3 million in the second quarter and
$4.9 million in the first half of the year. When compared to the
same periods in the prior year, these revenues were down 9% for
the second quarter, yet they were up 9% for the first half of the
year. The decrease in the second quarter is the result of a return
to normal discounting yields compared to the exceptional gains in
the prior year caused by the decline in interest rates during that
period. Overall, the increase in revenues for the first half of
the year was primarily the result of a larger lease portfolio
during the first six months when compared to last year.
Costs and Expenses
Services gross margins were 37.9% and 39.6% for the second quarter
and first half of the year, respectively. The margins are down
slightly from comparable periods in the prior year due to
competitive pressures within the customer support market and the
company's investment in developing its new Point of Sale (P.O.S.)
movement information business.
Product gross margins as a percent of system sales improved to
53.7% during the second quarter and to 53.5% in the first half
compared to the same periods last year. This improvement is
attributed to higher systems revenue levels in Automotive,
Hardgoods, and Service Dealer operations.
Marketing and finance expenses increased $1.0 million to $10.6
million during the second quarter and $1.8 million to $20.6
million during the first half. As expected, these expenses
remained consistent at 26% of revenues as the company continues to
manage costs.
Product development expenditures before capitalization were $2.9
million during the second quarter and $5.8 million for the first
half. These expenditures were nearly equal to expenditures in the
same periods last year and are anticipated to remain at these
levels in the future. Product development expense of $2.0 million
in the second quarter was 11% lower than last year due to
increased software capitalization related to the PRISM B project.
General and administrative expenses, including other income and
expenses, were $2.8 million during the second quarter and $5.7 for
the first half of the year. These expenses were relatively flat
for the second quarter but showed a 5% increase for the first half
of the year. The 5% increase is primarily the result of litigation
expense incurred as a result of the ongoing effort to protect the
company's intellectual property rights, net of the company's
insurance company absorbing some litigation costs during the
second quarter. Increased recruiting expenditures related to
employee turnover in the Hardgoods Division and a general
expansion of the company's sales force also contributed to the
increase.
Interest expense during both quarters of fiscal 1994 has remained
relatively flat at $1.9 million as compared to the same periods in
the prior year.
Financial Condition
Cash used in operations during the first half of the year was $.9
million compared to $.4 million in the same period in the prior
year.
Triad Financial financed 65% of domestic Triad systems sales
during the first half of the year compared to 62% in the prior
year due to enhanced marketing efforts. Limited and full-recourse
discounting agreements are maintained with banks and lending
institutions. At March 31, 1994 the portfolio available for
discounting was $29.3 million and commitments for $59.5 million in
discounting lines were available. Triad Financial received $28.1
million from discounting leases during the first half of the year.
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 first
quarter with the effects being applied retroactively to October 1,
1992 (fiscal year 1993). This adoption resulted in significant
balance sheet reclasses; however, applicable restrictive covenants
contained in the discounting agreements automatically 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 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 other assets and liabilities.
Capital equipment expenditures were $1.3 million during the first
half of the year. There were no material capital commitments at
March 31, 1994.
Management believes that available cash resources, as well as the
Company's borrowing capacity, are adequate to provide funds to
finance foreseeable needs.
Future Operating Results
The company's future results will depend upon economic conditions
in its markets that may effect demand for its products, as well as
the company's ability to introduce new products and enhancements.
As a result, the company's operating results may fluctuate,
especially when measured on a quarterly basis. Results will also
be affected by the seasonal changes in demand for its products,
the size and experience of the sales force and the mix of products
sold during a given period.
PART II OTHER INFORMATION
Items 1-5. Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit Index for March 31, 1994
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 &
Associaties, 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 Earnings Per Share. 14
(b) Reports on Form 8-K
No report on Form 8-K was filed during the quarter ended,
March 31, 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, a duly authorized officer
of the Registrant.
TRIAD SYSTEMS CORPORATION
-------------------------
(Registrant)
Date , 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 and Six Month Periods Ended March 31, 1994 and 1993
Three Months Ended Six Months Ended
March 31, March 31,
------------- -------------
1994 1993 1994 1993
------- ------- ------- -------
(Amounts in thousands except
per share data)
Calculation of number of
shares entering into
computation
Weighted average shares
outstanding 12,743 12,031 12,673 11,942
Assumed conversion of the
preferred stock and
exercise of warrants 3,137 3,137 3,137 3,137
------- ------- ------- -------
15,880 15,168 15,810 15,079
Net effect of dilutive stock
options based on the
average stock prices 1,545 1,799 1,614 1,890
------- ------- ------- -------
Average primary shares
outstanding 17,425 16,967 17,424 16,969
Net effect of dilutive stock
options and rights based on
the ending stock price -- -- -- 17
------- ------- ------- -------
Average fully diluted shares
outstanding 17,425 16,967 17,424 16,986
======= ======= ======= =======
Net income $ 1,396 $ 927 $ 2,440 $ 1,337
Adjustment for full dilution
Interest on debt and
amortization of debt costs,
net of income taxes 21 39 56 71
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Net income available for
primary and fully diluted
shares $ 1,417 $ 966 $ 2,496 $ 1,408
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Earnings per share
Primary $ .08 $ .06 $ .14 $ .08
Fully diluted $ .08 $ .06 $ .14 $ .08
