FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2000
OR
|_| TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from: _________to___________:
Commission file number: 1-5513
TRIDEX CORPORATION
(Exact name of Registrant as specified in its charter)
Connecticut 06-0682273
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
61 Wilton Road Westport, CT 06880
(Address of principal executive offices) (ZIP Code)
(203) 226-1144
(Registrant's telephone number including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by checkmark 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 |_|
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS:
Indicate by checkmark whether the Registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
Yes |_| No |_|
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding
----- -----------
Common Stock, no par value 6,368,289
<PAGE>
TRIDEX CORPORATION AND SUBSIDIARY
INDEX
Page No.
PART I Financial Information:
Item 1. Financial Statements (unaudited)
Consolidated Condensed Balance Sheets
March 31, 2000 and December 31, 1999 3
Consolidated Statements of Operations for the
Quarters Ended March 31, 2000 and March 31, 1999 4
Consolidated Statements of Cash Flows for the
Quarters Ended March 31, 2000 and March 31, 1999 5
Notes to Consolidated Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 8
PART II Other Information:
Item 5. Other Information 10
Item 6. Exhibit and Report on Form 8-K 10
Signatures 11
Exhibit Index 12
2
<PAGE>
TRIDEX CORPORATION AND SUBSIDIARY
Consolidated Condensed Balance Sheets
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 877 $ 367
Receivables 2,693 5,352
Inventories 1,729 1,945
Investment in net assets of discontinued operations (Note 2) 0 5,881
Other current assets 486 353
--------------------
Total current assets 5,785 13,898
--------------------
Plant and equipment 2,705 2,663
Less accumulated depreciation (1,210) (1,046)
--------------------
1,495 1,617
Goodwill and intangible assets, net 10,497 10,822
Purchased and internally developed software costs, net 9,292 9,856
Other assets 952 703
--------------------
$ 28,021 $ 36,896
====================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank loan payable $ 3,017 $ 5,740
Long-term debt (Note 4) 13,635 20,691
Accounts payable 2,106 3,592
Accrued liabilities 3,168 2,411
Deferred revenue 706 199
--------------------
Total current liabilities 22,632 32,633
--------------------
Shareholders' equity :
Common stock, no par value 1,634 1,634
Additional paid-in capital 33,928 33,928
Accumulated deficit (28,458) (29,584)
Receivable from sale of stock (750) (750)
Common stock held in treasury, at cost (965) (965)
--------------------
5,389 4,263
--------------------
$ 28,021 $ 36,896
====================
</TABLE>
See notes to consolidated condensed financial statements.
3
<PAGE>
TRIDEX CORPORATION AND SUBSIDIARY
Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Quarters Ended
--------------
March 31, March 31,
2000 1999
<S> <C> <C>
Net sales $ 3,952 $ 6,311
Operating costs and expenses:
Cost of sales 3,076 4,160
Engineering, design and product development costs 1,273 542
Selling, administrative and general expenses 1,354 1,791
Depreciation and amortization 1,053 861
----------- -----------
6,756 7,354
Operating loss (2,804) (1,043)
Other charges (income):
Interest expense, net 945 715
Other, net (8) 7
----------- -----------
937 722
Loss from continuing operations before income taxes (3,741) (1,765)
Benefit for income taxes 0 (716)
----------- -----------
Net loss from continuing operations (3,741) (1,049)
Discontinued operations (Note 2):
Net income/(loss) from discontinued operations (26) 323
Net gain on sale of discontinued operations 5,588 0
----------- -----------
Net income/(loss) before extraordinary item 1,821 (726)
Extraordinary loss due to debt modification (Note 4) (695) 0
----------- -----------
Net income/(loss) $ 1,126 $ (726)
Earnings/(loss) per share - basic and diluted:
Loss from continuing operations $ (0.58) $ (0.16)
Income from discontinued operations 0.87 0.05
Extraordinary loss (0.11) 0
----------- -----------
Net income/(loss) $ 0.18 $ (0.11)
=========== ===========
Weighted average shares outstanding:
Basic and diluted 6,368,000 6,368,000
</TABLE>
See notes to consolidated condensed financial statements.
4
<PAGE>
TRIDEX CORPORATION AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Quarters Ended
--------------
March 31, March 31,
2000 1999
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 1,126 $ (726)
Adjustments to reconcile net income (loss) to net cash used in operating
activities:
Depreciation 164 81
Amortization of goodwill and intangible assets and purchased and
internally developed software 889 780
Debt discount amortization 249 51
Gain on sale of assets (8) 0
Gain on sale of discontinued operations (5,588) 0
Loss/(gain) from discontinued operations 26 (323)
Extraordinary loss due to debt modification 695 0
Changes in operating assets and liabilities:
Receivables 2,659 (1,116)
Inventory 216 170
Other current assets (133) 3
Other assets (249) (30)
Accounts payable, accrued liabilities, deferred revenue
and income taxes payable (222) 560
-------- --------
Net cash used in operating activities of continuing operations (176) (550)
Cash flows from investing activities:
Purchases of plant and equipment (42) (39)
Capitalized software development costs 0 (475)
Proceeds from sale of assets 8 0
Proceeds from sale of discontinued operations, net of transaction expenses 11,443 0
-------- --------
Net cash provided by investing activities of continuing operations 11,409 (514)
Cash flows from financing activities:
Net change in borrowings under line of credit (2,723) 644
Net change in borrowings of long term debt (8,000) 0
Net cash flow of discontinued operations 0 1,295
-------- --------
Net cash (used in)/provided by financing activities (10,723) 1,939
Increase in cash and cash equivalents 510 875
Cash and cash equivalents at beginning of period 367 18
-------- --------
Cash and cash equivalents at end of period $ 877 $ 893
======== ========
Supplemental cash flow information:
Interest paid $ 153 $ 671
Income taxes paid 38 20
</TABLE>
See notes to consolidated condensed financial statements.
5
<PAGE>
TRIDEX CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. General:
Tridex Corporation (the "Company"), through its wholly-owned subsidiary,
Progressive Software, Inc. ("Progressive") is a leading designer,
developer, and marketer of high quality, specialized point of sale
("POS"), back office and enterprise technology for the food service and
specialty retail industry. As described in Note 2, in February, 2000, the
Company disposed of its Ultimate Technology Corporation ("Ultimate")
subsidiary, a leading developer, manufacturer and marketer of high quality
hardware systems and components for the POS industry.
As more fully discussed in the Company's Annual Report on Form 10-K, the
Company experienced net losses from continuing operations in each of the
years ended December 31, 1999 and 1998. In addition, the Company
experienced a net loss from continuing operations of $3,741,000 and
negative cash flows from continuing operations of $176,000 during the
quarter ending March 31, 2000. As a result, as of March 31, 2000, the
Company is not in compliance with various terms of its credit agreement,
permitting its lenders to accelerate all debt maturities. These matters,
and their effect on the Company's liquidity, raise substantial doubt about
the Company's ability to continue as a going concern. The consolidated
financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets
or the amounts and classification of liabilities which might result from
this uncertainty.
In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting only of
normal recurring adjustments) necessary to present fairly its financial
position as of March 31, 2000, the results of its operations for the
quarters ended March 31, 2000 and March 31, 1999 and changes in its cash
flows for the quarters ended March 31, 2000 and March 31, 1999. The
December 31, 1999 consolidated condensed balance sheet has been derived
from the Company's audited financial statements at that date. These
interim financial statements should be read in conjunction with the
financial statements included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1999.
2. Discontinued Operations:
Effective February 18, 2000, the Company sold all of the issued and
outstanding capital stock of Ultimate to UTC Holding Company, Inc., an
affiliate of CFG Capital Management II, L.P ("CFG") for approximately
$12,544,000 in cash (the "Purchase Price"). The Stock Purchase Agreement
allows for an adjustment to the Purchase Price based on the difference
between closing net working capital, as defined, on February 18, 2000 and
a predetermined amount. The final closing net working capital has not been
finalized and may result in a further adjustment; however, management does
not expect such an adjustment, if any, to exceed the escrow. On February
18, 2000, the Company received sale proceeds totaling $12,544,000, prior
to transaction expenses, of which $8,000,000 was used to repay a portion
of the Company's term loan, an additional $3,053,204 was used to reduce
the outstanding balance on the Company's working capital facility, and
$500,000 was placed in escrow for defined contingencies. The escrow
expires at various times, none exceeding one year from the sale.
The Company recorded a gain on the sale of the discontinued operations of
$5,588,000 during the quarter ended March 31, 2000. The consolidated
financial statements have been reclassified to present the results of
operations of Ultimate as a discontinued operation.
3. Earnings (Loss) per Common Share:
Basic earnings (loss) per common share is based on the weighted average
number of common shares outstanding during the period. Diluted earnings
per common share assumes the exercise of options and warrants and the
conversion of dilutive securities, when the result is dilutive.
6
<PAGE>
4. Bank Credit Agreement and Subordinated Debt:
The components of debt are:
March 31, December 31,
2000 1999
------- -------
(Dollars in thousands)
Term loan payable $ 3,100 $11,100
Senior subordinated notes, net of discount 10,535 9,591
------- -------
13,635 20,691
Current portion 13,635 20,691
------- -------
Long-Term Portion $ 0 $ 0
======= =======
On April 17, 1998, the Company entered into a Credit Agreement (the
"Credit Agreement") with Fleet National Bank ("Fleet"). The Credit
Agreement is secured by a first priority security interest in
substantially all of the Company's assets and restricts the amount
available for payment of cash dividends and capital stock distributions.
The Credit Agreement, as originally executed, provided for a working
capital facility (the "Working Capital Facility") and a term loan (the
"Term Loan"), and imposed certain financial covenants, including minimum
tangible capital base, maximum ratio of senior funded debt to EBITDA,
maximum ratio of total consolidated funded debt to EBITDA, minimum
interest coverage ratio and minimum fixed charge coverage ratio.
On February 18, 2000 the Company entered into an amendment to the Fleet
Credit Agreement which amended the covenants as of December 31, 1999,
waived non-compliance with the December 31, 1999 covenants, and extended
the maturity of the Term Loan and the Working Capital Facility to December
31, 2000. Pursuant to the amendment, the Company made a principal payment
of $8,000,000 on February 18, 2000 and has agreed to make an additional
principal payment of $1,000,000 on or before June 30, 2000. The amended
covenants require the Company to maintain a minimum interest coverage
ratio and a minimum net worth. The Credit Agreement, as amended, permits
the Company to borrow $6,000,000 under the Working Capital Facility,
subject to the eligible borrowing base limitation, establishes interest
rate margins of 2.5% on prime rate-based loans and 4.75% on LIBOR-based
loans and requires minimum monthly maintenance fees of $3,000. If loans
under the Working Capital Facility exceed borrowing base capacity, the
Company will incur an additional interest rate margin of 2.0%. As of March
31, 2000 and April 30, 2000, the Company was not in compliance with the
covenant related to the interest coverage ratio and the amount drawn under
the Working Capital Facility was in excess of the defined borrowing base.
As a result, the outstanding principal balance of the Term Loan has been
classified as current.
On April 17, 1998, in conjunction with the acquisition of Progressive, the
Company sold to Massachusetts Mutual Life Insurance Company, MassMutual
Corporate Investors, MassMutual Participation Investors, and MassMutual
Corporate Value Partners Limited (the "MassMutual Investors") $11,000,000
of the Company's senior subordinated notes due April 17, 2005 (the
"Notes"). The Notes bear interest at 12%. The Notes, as originally issued,
imposed certain financial covenants, including minimum consolidated net
worth, minimum fixed charge coverage ratio and maximum leverage ratio and
required quarterly interest payments and prepayments of principal
commencing in 2003. As of December 31, 1999, the Company was not in
compliance with the covenants in the Notes related to minimum interest
coverage ratio and minimum net worth.
On February 18, 2000, the MassMutual Investors agreed to waive the
non-compliance as of December 31, 1999, to amend the financial covenants,
and to defer payment of interest to December 31, 2000 and, in exchange,
accelerated the maturity of the Notes to December 31, 2000. The Notes
provide that a failure of any covenant relating to other indebtedness is a
default under the Notes. As a result of the non-compliance with certain
covenants in the Credit Agreement, as of March 31, 2000, the Company also
is not in compliance with the Notes, and the outstanding principal balance
of the Notes has been classified as current.
The acceleration of the maturity of the MassMutual Notes constituted a
substantial debt modification, which under EITF 96-19 "Debtor's Accounting
for a Modification or Exchange of Debt Instruments", requires the
MassMutual Notes to be adjusted to their fair value as of the date of the
February 18, 2000 amendment. The Company calculated the present value of
the principal and interest due December 31, 2000 using the remaining
maturity period of the MassMutual Notes and an estimated fair value
interest rate at the modification date. As a result of this modification,
the Company recognized a debt extinguishment loss of $695,000, which has
been
7
<PAGE>
recorded as an extraordinary item. At March 31, 2000, the remaining debt
discount of $465,000 is being amortized to interest expense through
December 31, 2000 using the interest rate method.
5. Commitments and Contingencies:
The Company is involved in an environmental matter and legal proceedings
discussed in Note 8 to the consolidated financial statements included in
the Company's Annual Report on Form 10-K for the year ended December 31,
1999. As of March 31, 2000, and to the date of this report, there have
been no material developments in the resolution of these matters.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain statements included in this report, including, but not limited to,
statements in this Management's Discussion and Analysis of Financial Condition
and Results of Operations, which are not historical facts may be deemed to
contain Forward Looking Statements with respect to events the occurrence of
which involves risks and uncertainties, including, but not limited to, the
Company's expectations regarding net sales, gross profit, operating income and
financial condition and its ability to meet its obligations under its existing
credit facilities or to obtain replacement facilities.
Results of Operations
As discussed more fully below, the Company has experienced recurring net losses
and negative cash flow, and is currently in default under its credit agreements
with its lenders. These matters raise substantial doubt about the Company's
ability to continue as a going concern. Management's plan to amend the credit
agreements, increase liquidity and meet planned cash requirements are discussed
below under Liquidity and Capital Resources.
Quarter Ended March 31, 2000 Compared to Quarter Ended March 31, 1999
Consolidated net sales for the quarter ended March 31, 2000 decreased $2,359,000
(37%) to $3,952,000 from $6,311,000 for the prior year's quarter. The decrease
is attributable to a decrease of $1,377,000 in sales by the Company's United
Kingdom subsidiary and delays in shipments that otherwise could have been made
within the quarter due to negotiation of an intercreditor agreement between the
Company's lenders and a major vendor which was not resolved until early May. The
Company's U.K. subsidiary, Retail Resource Solutions, established to serve a
major U.K. customer, was largely inactive during the first quarter of 2000 as
new store openings in the U.K. for that customer were minimal during the first
quarter.
Consolidated gross profit decreased $1,275,000 (59%) to $876,000 from $2,151,000
in the prior year's quarter. Consolidated gross profit margin decreased to 22%
of sales from 34% of sales in the prior year's quarter as a result of the
decrease in sales volume combined with market driven reductions in hardware
margins.
Consolidated engineering, design and product development costs (net of
capitalized software development costs) increased $731,000 (135%) to $1,273,000
in 2000 from $542,000 in the prior year's quarter. The increase is primarily
attributable to the capitalization of $475,000 of development costs during the
prior year's quarter combined with increased utilization of more expensive
contract labor for software development in the current quarter. As a percentage
of revenue, total engineering, design and product development costs increased to
32% in 2000 compared to 9% in 1999.
Consolidated selling, administrative and general expenses for the current
quarter decreased $437,000 (24%) to $1,354,000 from $1,791,000 in the prior
year's quarter. The decrease in selling, administrative and general expenses is
primarily the result of staff reductions at the corporate office and recovery of
bad debt expense due to cash collections of a $335,000 receivable that had been
fully reserved as a bad debt in 1999.
Depreciation and amortization for the current year increased $192,000 to
$1,053,000 from $861,000 in the prior year's quarter. The increase in
amortization is primarily the result of amortization in the current quarter of
software costs capitalized during the first and second quarters of last year.
8
<PAGE>
Consolidated operating loss for the current quarter was a loss of $2,804,000
compared to a loss of $1,043,000 in the prior year's quarter. The increased loss
was primarily the result of decreased sales volume, lower margins, and an
increase in engineering, design and development costs associated with new
products.
Net interest expense for the current year was $945,000 compared to $715,000 in
the prior year's quarter. Interest expense increased primarily due to additional
net borrowings in 2000. Interest expense is net of interest income of $32,000 in
2000 and $21,000 in the prior year's quarter.
Provision for income taxes in the current quarter are zero as sufficient net
operating loss carryovers are available to offset income for the quarter.
Net income from discontinued operations for the first quarter in 2000 and 1999
represents the net income of Ultimate Technology Corporation ("Ultimate")
operations prior to its sale on February 18, 2000. The net gain on sale of
discontinued operations is the gain recognized on the sale of Ultimate.
Net income for the current quarter was $1,126,000 (or $0.18 per share) as
compared to net loss of $726,000 (or $0.11 per share) for the prior year's
quarter. The average number of common shares outstanding remained at 6,368,000
shares.
Liquidity and Capital Resources
The Company's working capital deficiency at March 31, 2000 was $16,847,000
compared with the working capital deficiency of $18,735,000 at December 31,
1999. At March 31 and April 30, 2000, the Company had borrowings of
approximately $600,000 and $700,000, respectively, in excess of its borrowing
base under its working capital line of credit with Fleet National Bank ("Fleet")
and no material commitment for capital expenditures. The Company's March 31,
2000 deficiency in working capital results primarily from net losses, current
debt maturities on the Company's term loan, and reclassification of debt due to
covenant non-compliance.
On February 18, 2000 the Company entered into an amendment to its credit
agreement with Fleet (the "Credit Agreement") which amended the covenants as of
December 31, 1999, waived non-compliance with the December 31, 1999 covenants,
and extended the maturity of the term loan (the "Term Loan") and working capital
facility (the "Working Capital Facility") to December 31, 2000. Pursuant to the
amendment, the Company made a principal payment of $8,000,000 from the proceeds
of the sale its Ultimate subsidiary on February 18, 2000. Also, in accordance
with the terms of the amendment, immediately after the sale of Ultimate, the
Company made a payment to Fleet under the Working Capital Facility in the amount
of $3,053,204. Finally, the Company agreed to make an additional principal
payment of $1,000,000 under the Term Loan on or before June 30, 2000. The
amended covenants require the Company to maintain a minimum interest coverage
ratio and a minimum net worth. The Credit Agreement, as amended, permits the
Company to borrow $6 million under the Working Capital Facility, subject to
eligible borrowing base limitations, establishes interest rate margins of 2.5%
on prime rate-based loans and 4.75% on LIBOR-based loans and requires minimum
monthly maintenance fees of $3,000. If loans under the Working Capital Facility
exceed borrowing base capacity, the Company will incur an additional margin of
2.0%. As of March 31, 2000 and April 30, 2000, the Company was not in compliance
with the covenant related to the interest coverage ratio and the amount drawn
under the Working Capital Facility was in excess of the defined borrowing base.
As a result, the outstanding principal balance of the Term Loan has been
classified as current.
As of December 31, 1999, the Company was not in compliance with the minimum
interest coverage ratio and minimum net worth covenants in the Company's
$11,000,000 senior subordinated notes due April 17, 2005 (the "Notes") sold to
Massachusetts Mutual Life Insurance Company, MassMutual Corporate Investors,
MassMutual Participation Investors, and MassMutual Corporate Value Partners
Limited (the "MassMutual Investors"). On February 18, 2000, the MassMutual
Investors agreed to waive the non-compliance as of December 31, 1999, to amend
the financial covenants, and to defer payment of interest to December 31, 2000
and, in exchange, accelerated the maturity of the Notes to December 31, 2000.
The Notes provide that a failure of any covenant relating to other indebtedness
is a default under the Notes. As a result of the non-compliance with certain
covenants in the Credit Agreement as of March 31, 2000 and April 30, 2000, the
Company is not in compliance with the Notes, and the outstanding principal
balance of the Notes has been classified as current.
As discussed in the Company's Annual Report on Form 10-K, the Company has
experienced net losses from continuing operations and negative cash flows from
continuing operations for the years ended December 31, 1999 and 1998. In
addition, the Company experienced a net loss from continuing operations of
$3,741,000 and negative cash flows from continuing operations of $176,000 during
the quarter ended March 31, 2000.
As a result, as of March 31, 2000 and April 30, 2000, the Company is not in
compliance with various terms of the Credit Agreement, permitting its lenders to
accelerate all debt maturities. These matters, and their effect on the Company's
liquidity, raise substantial doubt about the Company's ability to continue as a
going concern. The Company is negotiating with its lenders to amend the Credit
Agreement to
9
<PAGE>
allow for overadvances under the Working Capital Facility up to a certain
amount, to provide less restrictive covenant terms and to extend the maturities
of the Working Capital Facility and Term Loan; however, there can be no
assurance that the Company will be able to obtain an amendment on acceptable
terms.
In response to these factors management has developed a plan intended to
increase liquidity and meet its planned cash requirements. Management's plans
include the following:
The Company is negotiating with its lenders to defer the $1,000,000 payment due
June 30, 2000 under the amended Term Loan and to amend the Working Capital
Facility as discussed above. The Company has reduced overhead costs at its
Westport headquarters facility and expects to continue aggressively to pursue
cost reduction alternatives. The Company's chief executive officer has agreed to
repay $500,000 of the receivable from the sale of stock which arose in 1997 by
June 30, 2000. As of May 15, 2000, $150,000 of this amount has been repaid.
The Company has retained a financial advisor who is assisting the Company in
reviewing strategic alternatives available to the Company, including without
limitation a possible sale of the Company or its Progressive subsidiary, or an
equity investment.
Nasdaq Listing
As of March 31, 2000, the Company's net tangible assets were negative
$5,108,000. Accordingly, as of such date, the Company did not meet the Nasdaq
National Market listing requirement that it maintain $4,000,000 of net tangible
assets. Effective May 3, 2000, the Company's stock was delisted from the Nasdaq
National Market due to the failure to comply with the required minimum net
tangible asset threshold. The Company's stock currently trades on the
Over-the-Counter Market under the symbol "TRDX.OB".
As a result of a delisting from the Nasdaq system, current information regarding
bid and asked prices for the common stock may become less readily available to
brokers, dealers, and/or their customers which may reduce the liquidity of the
market for the common stock which, in turn, could result in decreased demand for
the common stock, a decrease in the stock price, and an increase in the spread
between the bid and asked prices for the common stock.
PART II. OTHER INFORMATION
ITEM 5. Other Information
The information regarding the Company's delisting from
the NASDAQ National Market System contained in Item 2 of
Part I hereof is hereby incorporated herein by reference.
ITEM 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 11 Computation of Per Share Earnings
Exhibit 27 Financial Data Schedule
b. Reports on Form 8-K
The Company filed a Current Report on Form 8-K on March 6,
2000 to report that it had amended the Credit Agreement
with Fleet and the Securities Purchase Agreement with the
MassMutual Investors.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRIDEX CORPORATION
(Registrant)
Date: May 18, 2000 /s/ Seth M. Lukash
-------------------------------------------------
Seth M. Lukash
Chairman of the Board, President,
Chief Executive Officer, Chief Financial Officer,
Chief Operating Officer and Director
11
<PAGE>
EXHIBIT INDEX
Exhibit 11 Computation of Per Share Earnings
Exhibit 27 Financial Data Schedule
12
TRIDEX CORPORATION AND SUBSIDIARY
Exhibit 11 Computation of Per Share Earnings
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
====================================================================================================
Quarters Ended
- ----------------------------------------------------------------------------------------------------
March 31, 2000 March 31, 1999
<S> <C> <C>
BASIC:
EARNINGS (LOSS)
Net income (loss) $1,126 $(726)
SHARES:
Weighted average shares outstanding 6,368,000 6,368,000
EARNINGS (LOSS) PER SHARE - BASIC: 0.18 (0.11)
DILUTED:
EARNINGS (LOSS)
Net income (loss) $1,126 $(726)
SHARES: 6,368,000
Weighted average shares outstanding 6,368,000
EARNINGS (LOSS) PER SHARE - DILUTED: 0.18 (0.11)
====================================================================================================
</TABLE>
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2001
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 877
<SECURITIES> 0
<RECEIVABLES> 3,293
<ALLOWANCES> 600
<INVENTORY> 1,729
<CURRENT-ASSETS> 486
<PP&E> 2,705
<DEPRECIATION> (1,210)
<TOTAL-ASSETS> 28,021
<CURRENT-LIABILITIES> 22,632
<BONDS> 0
0
0
<COMMON> 1,634
<OTHER-SE> 3,755
<TOTAL-LIABILITY-AND-EQUITY> 28,021
<SALES> 3,952
<TOTAL-REVENUES> 3,952
<CGS> 3,076
<TOTAL-COSTS> 3,680
<OTHER-EXPENSES> (8)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 945
<INCOME-PRETAX> (3,741)
<INCOME-TAX> 0
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<DISCONTINUED> 5,588
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</TABLE>
