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, 1996.
OR
___ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission File Number 0-9505
Triad Systems Corporation
-------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-2160013
-------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3055 Triad Drive, Livermore, CA 94550
--------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (510) 449-0606
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X No___
As of March 31, 1996, the registrant had outstanding 17,518,000 shares of
common stock with $.001 par value.
Triad Systems Corporation
QUARTERLY REPORT FORM 10-Q
Index
Page
Part I. Financial Information
Item I. Financial Statements
Consolidated Balance Sheets at March 31, 1996 and September 30, 1995 1
Consolidated Statements of Income for the Three and Six Month
Periods Ended March 31, 1996 and 1995 2
Consolidated Statements of Cash Flows for the Six Month Periods Ended
March 31, 1996 and 1995 3
Notes to Consolidated Financial Statements 4-5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6-8
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 9-10
Signatures 11
Exhibit 11.1 Computation of Earnings Per Share 12
Exhibit 27 Financial Data Schedule 13
PART I FINANCIAL INFORMATION
Triad Systems Corporation
CONSOLIDATED BALANCE SHEETS
March 31, September 30,
(Amounts in thousands except share data) 1996 1995
------------- -------------
(Unaudited)
Assets
Current assets
Cash and equivalents $5,386 $7,263
Marketable securities 2,385 -
Trade receivables 13,394 13,175
Investment in leases 2,021 2,001
Inventories 6,827 5,636
Prepaid expenses and other current assets 8,371 6,702
--------- ---------
Current assets 38,384 34,777
Service parts 3,367 3,316
Property, plant and equipment, net 26,837 27,017
Long-term investment in leases 12,228 16,540
Land for resale 26,384 25,250
Capitalized software and intangible assets 18,973 16,222
Other assets 8,419 9,587
--------- ---------
Assets $134,592 $132,709
========= =========
Liabilities
Current liabilities
Notes payable and current portion of
long-term debt $2,790 $3,032
Accounts payable 9,774 9,373
Accrued employee compensation 7,031 7,908
Deferred income taxes 3,391 3,338
Other current liabilities and accrued expenses 7,625 9,695
--------- ---------
Current liabilities 30,611 33,346
Long-term debt 51,930 52,577
Deferred income taxes 27,775 26,176
Other liabilities 6,208 6,389
--------- ---------
Liabilities 116,524 118,488
--------- ---------
Stockholders' Equity
Common stock
$.001 par value; authorized 50,000,000
shares; issued 18,163,000 shares at
March 31, 1996 and 17,969,000 shares at
September 30, 1995 18 18
Treasury stock
645,000 shares at March 31, 1996 and
599,000 shares at September 30, 1995 (3,478) (3,204)
Capital in excess of par 28,779 28,201
Accumulated deficit (7,251) (10,794)
--------- ---------
Stockholders' equity 18,068 14,221
--------- ---------
Liabilities and stockholders' equity $134,592 $132,709
========= =========
The accompanying notes are an integral part of these financial statements.
Triad Systems Corporation
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
(Amounts in thousands except 1996 1995 1996 1995
per share data) --------- --------- --------- ---------
Revenues
Automotive $25,682 $28,978 $49,492 $56,775
Hardlines & lumber 15,375 13,500 31,056 26,103
Other 1,377 1,640 2,736 3,209
--------- --------- --------- ---------
Total revenues 42,434 44,118 83,284 86,087
--------- --------- --------- ---------
Cost of sales 22,779 22,105 44,212 43,431
--------- --------- --------- ---------
Gross margin 19,655 22,013 39,072 42,656
--------- --------- --------- ---------
Marketing 11,645 11,721 22,826 22,862
Product development 2,021 2,066 3,935 4,166
General & administrative
and other expenses 2,624 2,847 4,964 5,962
--------- --------- --------- ---------
Operating income 3,365 5,379 7,347 9,666
--------- --------- --------- ---------
Interest and other expenses (1,456) (1,684) (3,042) (3,418)
Other income 1,624 - 1,624 -
--------- --------- --------- ---------
Income before income taxes and
extraordinary charge 3,533 3,695 5,929 6,248
Provision for income taxes 1,343 1,404 2,253 2,374
--------- --------- --------- ---------
Income before extraordinary charge 2,190 2,291 3,676 3,874
Extraordinary charge on repurchase
of debt, net of taxes - - - (153)
--------- --------- --------- ---------
Net income $2,190 $2,291 $3,676 $3,721
========= ========= ========= =========
Earnings per share
Primary
Income before extraordinary
charge $0.13 $0.13 $0.21 $0.22
Net income $0.13 $0.13 $0.21 $0.21
Weighted average shares 17,496 18,155 17,438 17,993
Fully diluted
Income before extraordinary
charge $0.13 $0.13 $0.21 $0.22
Net income $0.13 $0.13 $0.21 $0.21
Weighted average shares 17,496 18,249 17,438 18,085
========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
Triad Systems Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Month Periods Ended March 31,
(Amounts in thousands) 1996 1995
--------- ---------
Cash flows from operating activities
Income before extraordinary charge $3,676 $3,874
Adjustments to reconcile income
before extraordinary charge to net
cash provided by operating activities
Extraordinary charge on repurchase of
debt, net of taxes - (153)
Depreciation and amortization 3,960 4,185
Receivable and inventory loss provisions 5,550 3,813
Gains from lease discounting (3,832) (3,590)
Gain from marketable securities
revaluation (1,624) -
Other (2,078) (1,074)
Changes in assets and liabilities
Trade accounts receivable (2,571) (1,240)
Investment in leases 6,987 12,809
Inventories (1,376) (902)
Deferred income taxes 1,652 1,704
Prepaid expenses and other
current assets (1,664) (1,423)
Accounts payable 401 (1,660)
Accrued employee compensation (877) (337)
Other current liabilities and
accrued expenses (2,160) (182)
--------- ---------
Net cash provided by operating
activities 6,044 15,824
Cash flows from investing activities
Capitalized software and databases (4,152) (3,306)
Investment in property, plant
and equipment (1,489) (1,173)
Investment in service parts (613) (1,070)
Other (650) (833)
--------- ---------
Net cash used in investing
activities (6,904) (6,382)
Cash flows from financing activities
Issuance of debt 29,247 27,350
Repayment of debt (30,568) (31,483)
Redemption of preferred stock - (10,000)
Proceeds from sale of common stock 578 1,637
Purchase of treasury stock (274) (932)
Dividends paid - (400)
Other - (322)
--------- ---------
Net cash used in investing
activities (1,017) (14,150)
Net decrease in cash and equivalents (1,877) (4,708)
Beginning cash and equivalents 7,263 7,963
--------- ---------
Ending cash and equivalents $5,386 $3,255
========= =========
Supplemental disclosures of cash flow
information
Cash paid during the period for
Interest $2,461 $3,053
Income taxes 829 159
Noncash investing and financing activities
Redemption of preferred stock - 11,195
Capital lease - 275
========= =========
The accompanying notes are an integral part of these financial statements.
Triad Systems Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1996 and 1995
(Unaudited)
1. In the opinion of the Registrant, the consolidated financial statements
contain all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position as of March 31, 1996 and
the results of operations and cash flows for the six month periods ended
March 31, 1996 and 1995. The results of operations for the three and six
month periods ended March 31, 1996 and 1995 are not necessarily indicative
of the results to be expected for the full year. The Balance Sheet does not
include all disclosure requirements under GAAP and should be read in
conjunction with the September 30, 1995 audited financial statements and
notes thereto.
2. The consolidated financial statements include the accounts of Triad
Systems Corporation and its wholly-owned subsidiaries, including Triad
Systems Financial Corporation ("Triad Financial"), after elimination of
intercompany accounts and transactions. Financial information relating to
the Company's combined leasing operations is presented in Note 6.
3. Trade accounts receivable at March 31,1996 and September 30,1995 include
allowances for doubtful accounts of $1,388,000 and $1,420,000, respectively.
4. Inventories are stated at the lower of cost (first-in, first-out method)
or market and include amounts which ultimately may be capitalized as
equipment or service parts.
(Amounts in thousands) March 31, 1996 September 30, 1995
----------------- ------------------
Purchased Parts $2,259 $2,189
Work in process 640 391
Finished Goods 3,928 3,056
Inventories $6,827 $5,636
5. Property, plant and equipment at March 31, 1996 and September 30, 1995
includes accumulated depreciation and amortization of $32,639,000 and
$30,768,000, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
6. Triad Financial is a wholly-owned subsidiary which purchases Triad
systems and other products and leases those products to third parties under
full-payout, direct financing leases. Summarized financial information of
the Company's combined leasing operations, included in the Consolidated
Financial Statements, is as follows:
CONDENSED COMBINED BALANCE SHEETS
March 31, September 30,
(Amounts in thousands) 1996 1995
------------- -------------
(Unaudited)
Assets
Cash $ 11 $ 5
Net investment in leases 14,248 18,541
Residual value retained on leases discounted 6,803 6,452
Receivable from parent company 56,553 50,262
Other assets 3,880 3,652
--------- ---------
Assets $81,495 $78,912
========= =========
Liabilities and Stockholders' Equity
Other liabilities and accrued expenses $ 7,938 $ 8,367
Deferred income 2,494 2,337
Debt 12,649 13,033
Stockholders' equity 58,414 55,175
--------- ---------
Liabilities and stockholders' equity $81,495 $78,912
CONDENSED COMBINED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
(Amounts in thousands) 1996 1995 1996 1995
--------- --------- --------- ---------
Revenues $2,550 $3,399 $5,195 $5,779
Selling and administrative expenses 408 449 858 903
Provision for doubtful accounts 1,415 699 2,467 1,303
--------- --------- --------- ---------
Operating income 727 2,251 1,870 3,573
Interest expense 245 36 500 77
Intercompany income 1,893 1,288 3,781 2,485
--------- --------- --------- ---------
Income before income taxes 2,375 3,503 5,151 5,981
Provision for income taxes 987 1,326 1,924 2,369
--------- --------- --------- ---------
Net Income $1,388 $2,177 $3,227 $3,612
========= ========= ========= =========
Triad Systems Corporation
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Second Quarter and Year to Date F/Y 1996 compared to Second Quarter and
Year to Date F/Y 1995
Results of Operations
Summary
Earnings per share for the second quarter and first six months were even with
those of the same period in 1995 at $.13 and $.21, respectively. Revenues for
the second quarter were $42.4 million, compared to $44.1 million a year ago.
Revenues for the first half of 1996 were $83.3 million compared to
$86.1 million in the first two quarters of 1995. Net income of $2.2 million
for the second quarter was slightly below the $2.3 million earned in the
second quarter of 1995. Net income of $3.7 million for the first six months
of 1996 was even with the same period of 1995. Net income for the second
quarter of 1996 included the sale of the Company's investment in the Alldata
Corporation, an automotive database marketer that was purchased by Autozone
in March 1996.
Automotive Aftermarket Revenues
The Automotive Aftermarket consists of manufacturers, warehouse distributors,
parts stores and service dealers. Revenues are primarily derived from the sale
and financing of systems and information and support services related to those
systems. Automotive Aftermarket revenues were $25.7 million for the second
quarter and $49.5 million for the first half of 1996, 11% and 13%,
respectively, below the revenues for the same periods a year ago.
Systems sales decreased to $8.4 million from $10.6 million in the second
quarter of 1995 and decreased to $14.5 million from $20.8 million in the
first half of 1995. Results reflect an ongoing softness in the market
created primarily by a continuing consolidation of the smaller jobber
businesses and product issues related to the Triad Prism product.
Customer support revenues of $8.5 million for the quarter and $17.4 for the
first half were $.8 million and $1.3 million below a year ago, reflecting
lower priced service offerings related to more reliable technology, fewer
installation and customer education opportunities and lower recurring revenue
from a reduced customer base.
Information Services revenues were $7.2 million for the quarter and
$14.4 million for the first half, a 10% improvement in both periods over a
year ago. Customers applying Triad's parts and labor estimating system
continue to steadily increase as the Aftermarket recognizes the need for
increased information-management efficiencies.
Triad Systems Financial Corporation ("Triad Financial," a wholly-owned
subsidiary) revenues in this market were $1.5 million for the quarter and
$3.2 million for the first half, decreases of $.9 million and $1.0 million,
respectively, from the second quarter and first half of 1995. Triad Financial
had unusually high revenues during the first half of 1995 due to increased
discounting related to the exchange of the Company's preferred shares.
Hardlines & Lumber Market Revenues
Revenues from the sale and financing of systems, support and information to
manufacturers, hardware stores and home centers, lumber and building supply
outlets and paint and decorating retailers were $15.4 million for the second
quarter and $31.1 million for the first half of 1996, 14% and 19% higher than
revenues for the same periods last year.
Systems sales rose $.8 million to $7.5 million for the second quarter and rose
$2.6 million for the first half when compared to the same periods a year ago.
Increases reflect economic stabilization of this market, coupled with a
growing awareness of the benefits of automation. The Company's activities to
become more closely affiliated with major co-ops and wholesale distributors
has also positively impacted revenues.
Customer support revenues were $6.3 million for the quarter and $12.4 million
for the first half, both 13% increases over the same periods in 1995. The
customer base generating these revenues has increased by 438 customers since
the second quarter of last year.
Information Services revenues were $.5 million and $1.0 million for the
quarter and first half, respectively. These revenues have increased when
compared to a year ago as the Company's new Vista point of sale (POS)
business continues to grow.
Triad Financial revenues rose 11% to $1.0 million for the quarter and 26% to
$2.0 million for the first half. Increased systems sales over the prior year,
accompanied by an increase in the proportion of business financed by Triad
Financial, resulted in higher revenues generated from lease discounting.
Cost of Systems and Services
Margins for the Automotive Aftermarket were 46.3% for the quarter and 46.7%
for the first half, down 5.8% and 4.9% for the quarter and first half,
respectively. The reduction in system sales, Triad Prism returns and the
costs of shifting Triad Prism customers to alternative products resulted in
these lower margins. Margins for the Hardlines and Lumber Market were down
slightly for the quarter but remained relatively consistent with the first
half of last year.
Expenses and Other Income
Marketing expenses were $11.6 million for the quarter and $22.8 million for
the first half, both slight decreases from a year ago. The Company has
maintained these expenses at 27% of revenues.
Product development expenses, after capitalization of software development,
were $2.0 million for the quarter and $3.9 million for the first half,
reductions of $.1 million and $.2 million from last year, respectively.
Gross expenses rose slightly over last year but were offset with increased
capitalization related to new product development in the POS and Hardlines
and Lumber market and with further Prism development.
General, administrative and other operating expenses were $2.6 million for
the quarter and $5.0 million for the first half, 8% and 17% reductions,
respectively, when compared to a year ago. This is primarily attributed to a
reduction in compensation expenses and operating costs when compared to last
year. Additionally, litigation expense was $.2 million less than the first
half of 1995 and the Company benefited from a reduction in its accruals
needed for future tax liabilities.
Interest expense was $1.5 million for the quarter and $3.0 million for the
first half, a reduction of $.2 and $.4 million for the quarter and year to
date, respectively. This cost reduction is primarily attributed to the
Company's reduction of debt in 1995. In 1995, the Company also refinanced
$11.8 million in floating rate notes at a lower interest cost.
In October 1994, $2.9 million of senior fixed rate notes were retired early.
This generated an extraordinary charge of $153,000 ($.01 per share) that
included a premium of $198,000, unamortized debt costs of $49,000, less taxes
of $94,000.
In March 1996, the Company recognized $1.6 million in income related to the
revaluation of the Company's investment in the Alldata Corporation, an
automotive database marketer that was purchased by Autozone in March. The
majority of the securities received from the transaction are expected to be
sold during the third quarter.
Future Operating Results
Future operating results will depend upon conditions in its markets that may
affect demand for its products, and upon the Company's ability to introduce
products and enhancements on a timely basis. Results will also be affected by
seasonal changes in product demand, market acceptance of new products and
enhancements, the size and experience of the sales force and the mix of
products sold. All could cause operating results to fluctuate, especially on
a quarterly basis.
Liquidity and Capital Resources
Management believes available cash resources, primarily generated from
operations, marketable securities, lease discounting and credit lines, will
provide adequate funds to finance foreseeable operating needs. The Company
has available $14.5 million in a bank line of credit and there were no
borrowings at March 31, 1996.
Triad Financial financed the majority of Triad's domestic business systems
sales during the first half, as well as $7.6 million in non-Triad equipment
through client lease programs. Triad Financial received $37.4 million of
proceeds from discounting leases during the first half.
Limited and full-recourse discounting agreements are maintained with banks
and lending institutions. Discounting agreements contain certain restrictive
covenants that allow Triad Financial to discount only while in compliance
with such covenants. In the event of non-compliance, the banks and lending
institutions could assume administrative control of the Company's lease
portfolio and prohibit further discounting under the available credit
facilities. The Company is in compliance with the restrictive covenants and
management believes that it will maintain compliance with such covenants in
the foreseeable future. Under the discounting agreements, Triad Financial is
contingently liable for losses in the event of lessee nonpayment. The
agreements provide for limited recourse of up to 15% or full recourse at 100%
of discounting proceeds, depending on the credit risk associated with
specific leases. At March 31, 1996, the portfolio available for discounting
was $14.2 million and commitments for $49.9 million in discounting lines
were available.
Capital equipment expenditures, excluding capitalized leases, were
$1.5 million during the first half.
During fiscal 1994, the Company established a Stock Ownership By Management
policy to further align the executive officers' interests with those of the
Corporation's shareholders. The stock ownership equivalent is based upon 1993
compensation, ranging from 100% of base compensation to 200% of total
compensation, depending upon the position held within the Company. Each
officer must meet their respective stock ownership level within a three to
five year period. Seven of the current executive officers are required to
meet the stock ownership target by October 1, 1996. As of March 31, 1996,
four officers had already achieved the target.
During March 1995, the Financial Accounting Standards Board issued Statement
No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of," (SFAS No. 121), which requires the
review for impairment of long-lived assets, certain identifiable intangibles,
and goodwill related to those assets whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. In certain situations, an impairment loss would be recognized.
The Company does not believe that adoption of SFAS No. 121, which will become
effective for the Company's fiscal year 1996, will have a material impact on
its financial condition or operating results.
During October 1995, the Financial Accounting Standards Board issued Statement
No. 123 (SFAS No. 123), "Accounting for Stock-Based Compensation." This
standard, which establishes a fair value-based method of accounting for stock-
based compensation plans also permits an election to continue, following
the requirements of APB Opinion No. 25, "Accounting for Stock Issued to
Employees" with disclosures of pro forma net income and earnings per share
under the new method. The Company is reviewing the alternatives under SFAS
No. 123 but does not expect there will be any effect on the financial
condition and results of operations of the Company. Disclosure requirements
of SFAS No. 123 will be effective for the Company's fiscal year 1997.
PART II OTHER INFORMATION
Item 1-5 Not applicable
Item 6 No reports on Form 8-K were filed during the quarter ended
March 31, 1996.
Sequentially
Exhibit numbered
Number pages
- ------- ------------
* 10.1 Triad Systems Corporation Amended and Restated
1982 Stock Option Plan as amended on October 22, 1993,
incorporated by reference from Exhibit 10.1 to the
Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1993.
10.2 Form of Indemnification Agreement, incorporated by
reference from Exhibit 10.4 to the Company's
Registration Statement on Form S-2 (File No. 33-2966)
filed July 3, 1989 (the "1989 Form-2 Registration
Statement").
* 10.3 Nonqualified Stock Option Agreement between the Company
and James R. Porter dated January 13, 1987,
incorporated by reference from Exhibit 10.5 to the 1987
Form S-2 Registration Statement, (File No. 33-13599)
(the "1987 Company's Form S-2 Registration Statement").
10.4 Mortgage between Variable Annuity Life Insurance
Company and 3055 Triad Drive dated August 23, 1988,
incorporated by reference from Exhibit 10.6 to the
Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1988 (the "1988 Form 10-K").
* 10.5 Nonqualified Stock Option Agreement between the
Company and James R. Porter dated as of February 17,
1987, incorporated by reference from Exhibit 10.7 of
the 1988 Form 10-K.
* 10.6 Nonqualified Stock Option Agreement between the
Company and James R. Porter dated November 12, 1988,
incorporated by reference from Exhibit 10.8 of the
1988 Form 10-K.
* 10.7 Triad Systems Corporation 1990 Stock Option Plan as
amended on October 22, 1993, incorporated by reference
from Exhibit 10.9 to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1993.
* 10.8 Triad Systems Corporation Amended and Restated
Outside Directors Stock Option Plan, incorporated by
reference from Exhibit 10.10 to the Company's Annual
Report on Form 10-K for the fiscal year ended
September 30, 1991.
10.9 Revolving Credit Loan Agreement dated as of June 30,
1992, as amended, between the Company and Plaza Bank
of Commerce, incorporated by reference from Exhibit 10.3
to the Company's Current Report on Form 8-K filed
August 17, 1992.
10.10 Unit Purchase Agreement dated as of July 2, 1992,
between the Company, Richard C. Blum & Associates, Inc.
and certain purchasers, together with the First Amendment
to Unit Purchase Agreement dated as of August 3, 1992,
and the form of irrevocable Proxy, incorporated by
reference from Exhibit 10.4 to the Company's Current
Report on Form 8-K filed August 17, 1992.
10.11 Registration Rights Agreement between the Company and
certain purchasers under the Unit Purchase Agreement
dated as of August 3, 1992, incorporated by reference
from Exhibit 10.5 to the Company's Current Report on
Form 8-K filed August 17, 1992.
10.12 Grant Agreement between the Industrial Development
Authority and Triad Systems Ireland Limited, Triad
Systems Corporation and Tridex Systems Limited and
related agreements, incorporated by reference from
Exhibit 10.15 to the 1992 Form S-4 Registration
Statement.
10.13 Cancellation of Development Agreement between the
Company and the City of Livermore dated July 15, 1993,
incorporated by reference from Exhibit 10.16 to the
Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1993.
10.14 Amended and Restated Subdivision Improvement Agreement
between the Company and the City of Livermore dated
May 12, 1993, incorporated by reference from
Exhibit 10.17 to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1993.
* 10.15 Supplemental Deferred Compensation Plan between the
Company and a select group of Triad Key Employees and
their beneficiaries dated April 1, 1994, incorporated by
reference from Exhibit 10.18 to the Company's
Form 10-Q for the fiscal quarter ended June 30, 1994.
* 10.16 Amendment to the Amended and Restated 1982 Stock Option
Plan dated April 25, 1994, incorporated by reference from
Exhibit 10.19 to the Company's Form 10-Q for the fiscal
quarter ended June 30, 1994.
10.17 Amendment No. Three to Revolving Credit Loan Agreement
and Consent (to Exchange Agreement) between Triad
Systems Corporation, Triad Systems Financial Corporation
and Comerica Bank-California dated March 31, 1995,
incorporated by reference from Exhibit 6 to the
May 11, 1995 Form 8-K.
10.18 Exchange Agreement and Second Amendment to Unit Purchase
Agreement by and among Triad Systems Corporation,
Richard C. Blum & Associates, L.P. and certain holders
dated March 31, 1995, incorporated by reference from
Exhibit 1 to the Company's Current Report on Form 8-K
filed May 11, 1995.
10.19 Warehousing Credit Agreement between Triad Systems
Financial Corporation and the First National Bank of
Boston dated August 29, 1995.
11.1 Computation of Earnings per share.
27 Financial Data Schedules.
* Compensation or employment agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, a duly authorized officer of the Registrant.
Triad Systems Corporation
-------------------------
(Registrant)
Date: May 10, 1996 /s/ STANLEY F. MARQUIS
------------ -----------------------
Stanley F. Marquis
Vice President, Finance
(Principal Financial Officer)
Exhibit 11.1
Triad Systems Corporation
COMPUTATION OF EARNINGS PER SHARE
Three Months Ended Six Months Ended
March 31 March 31
(Amounts in thousands 1996 1995 1996 1995
except per share data)
--------- --------- --------- ---------
Calculation of number of shares
entering into computations
Weighted average shares outstanding 17,496 14,215 17,438 14,007
Assumed conversion of preferred
stock and exercise of warrants - 3,137 - 3,137
--------- --------- --------- ---------
17,496 17,352 17,438 17,144
Net effect of dilutive stock
options and warrants based on
the average stock price - 803 - 849
--------- --------- --------- ---------
Average primary shares outstanding 17,496 18,155 17,438 17,993
Net effect of dilutive stock
options and warrants based on
the ending stock price - 94 - 92
--------- --------- --------- ---------
Average fully diluted shares
outstanding 17,496 18,249 17,438 18,085
========= ========= ========= =========
Income before extraordinary charge $2,190 $2,291 $3,676 $3,874
Extraordinary charge on
repurchase of debt, net of taxes - - - 153
--------- --------- --------- ---------
Adjusted net income $2,190 $2,291 $3,676 $3,721
========= ========= ========= =========
Earnings per share
Primary
Income before extraordinary
charge $0.13 $0.13 $0.21 $0.22
Net income $0.13 $0.13 $0.21 $0.21
Fully diluted
Income before extraordinary
charge $0.13 $0.13 $0.21 $0.22
Net income $0.13 $0.13 $0.21 $0.21
========= ========= ========= =========
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheets at March 31, 1996 and Consolidated Statement of
Income and Statement of Cash Flow for the six months ended March 31, 1996, and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> MAR-31-1996
<CASH> 5,386
<SECURITIES> 2,385
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<COMMON> 0
0
0
<OTHER-SE> 18,068
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<EPS-PRIMARY> 0.21
<EPS-DILUTED> 0.21
</TABLE>
