GEOGRAPHICS INC
10-Q, 1996-08-12
PAPER & PAPER PRODUCTS
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<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  20549

                                    FORM 10-Q

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934

For the quarterly period ended:  June 30, 1996
                               ---------------

Commission File Number:  0-26756
                       ---------

                                GEOGRAPHICS, INC.
             (Exact name of registrant as specified in its charter)



     Wyoming                                           87-0305614
- --------------------------------------------------------------------------------
(State or other jurisdiction  of                       (I.R.S. Employer
incorporation or organization)                         Identification No.)


               1555 Odell Road, P.O. Box 1750, Blaine,  WA  98231
- --------------------------------------------------------------------------------
              (Address of principal executive office and zip code)


                                 (360) 332-6711
- --------------------------------------------------------------------------------
               (Registrant's telephone number including area code)

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
          --------       --------

The registrant had 9,382,877 shares of common stock outstanding as of August 9,
1996.


                                     Page 1
<PAGE>

                                GEOGRAPHICS, INC.

                                      INDEX

                                                                      PAGE
                                                                      ----
Part I.   FINANCIAL INFORMATION

     ITEM 1    Financial Statements

               Consolidated Statements of Income
               for the Three Months Ended
               June 30, 1996 and June 30, 1995                        3

               Consolidated Balance Sheets as of
               June 30, 1996 and March 31, 1996                       4

               Consolidated Statements of Cash Flows
               for the Three Months Ended June 30, 1996
               and June 30, 1995                                      5

               Notes to Consolidated Financial Statements             6 - 7

     ITEM 2    Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations                                             8 - 10

Part II.     OTHER INFORMATION                                        11-12

SIGNATURE                                                             13

Exhibit 11 - Computation of Earnings per Share                        14

Exhibit 27 - Financial Data Schedule                                  15


                                     Page 2
<PAGE>

                                GEOGRAPHICS, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                                     Three Months Ended
- ----------------------------------------------------------------------------
                                                   June 30        June 30
                                                    1996           1995
- ----------------------------------------------------------------------------

SALES                                             $6,171,067     $4,935,708

COST OF SALES                                      3,726,301      3,027,556
                                                  ----------     ----------

GROSS MARGIN                                       2,444,766      1,908,152

SELLING, GENERAL AND ADMINISTRATIVE
  EXPENSES                                         2,034,005      1,290,738

AMORTIZATION OF GOODWILL                                   0        159,767
                                                  ----------     ----------

INCOME FROM OPERATIONS                               410,761        457,647

OTHER INCOME (EXPENSES)
     Interest Expense                               (190,771)      (163,106)
     Other                                            (3,776)        21,417
                                                  ----------     ----------
                                                    (194,547)      (141,689)
                                                  ----------     ----------

INCOME BEFORE PROVISION
FOR INCOME TAXES                                     216,214        315,958

INCOME TAX PROVISION                                  70,037        107,426
                                                  ----------     ----------

NET INCOME                                        $  146,177     $  208,532
                                                  ----------     ----------
                                                  ----------     ----------
EARNINGS PER COMMON
  AND COMMON EQUIVALENT SHARE
     Primary                                           $0.02          $0.04
     Assuming full dilution                            $0.02          $0.03
SHARES USED IN COMPUTING EARNINGS PER
COMMON AND COMMON EQUIVALENT SHARES:
     Primary                                       8,965,795      5,568,266
     Assuming full dilution                        8,968,244      6,726,993


        SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS


                                     Page 3
<PAGE>

                                GEOGRAPHICS, INC.
                           CONSOLIDATED BALANCE SHEETS


                                                June 30, 1996   March 31, 1996
                                                 (Unaudited)       (Audited)

                                     ASSETS

Current Assets
Cash                                             $    32,596    $    50,028
Accounts receivable, net                           4,389,313      4,974,156
Related party receivables                                  0        899,422
Other receivables                                    193,584         62,572
Inventories                                       11,910,351      9,139,273
Deposits                                             870,896        597,693
Prepaid expenses                                     707,962         99,204
Deferred income tax                                  979,865        970,000
Other                                                109,577         96,512
                                                 -----------    -----------
     Total current assets                         19,194,144     16,888,860

Property, plant & equipment, net                   8,782,483      7,286,694
Deferred income tax                                  192,000        192,000
Investment in partnerships                           (59,710)       (34,484)
Other assets                                         403,054        404,971
                                                 -----------    -----------
     TOTAL ASSETS                                $28,511,971    $24,738,041
                                                 -----------    -----------
                                                 -----------    -----------


                       LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities
Cash overdraft                                   $   835,117    $         0
Note payable to bank                                 782,953      5,322,939
Accounts payable                                   2,287,920      2,634,598
Accrued liabilities                                1,390,474      1,033,905
Income tax  payable                                        0        145,278
Notes payable to officers & directors              1,143,039      1,264,711
Current portion of long-term debt                    782,302        656,398
                                                 -----------    -----------
     Total current liabilities                     7,221,805     11,057,829

Long-term debt                                     4,649,362      3,690,360
                                                 -----------    -----------

     Total liabilities                            11,871,167     14,748,189
                                                 -----------    -----------

STOCKHOLDERS' EQUITY
Common stock, without par value; 10,000,000
shares authorized; 9,376,877 and 8,004,584
issued and outstanding on June 30, 1996 and
March 31, 1996, respectively                      16,121,124      9,620,068
Foreign currency translation adjustment                3,719              0
Retained earnings                                    515,961        369,784
                                                 -----------    -----------
TOTAL STOCKHOLDERS' EQUITY                        16,640,804      9,989,852

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $28,511,971    $24,738,041
                                                 -----------    -----------
                                                 -----------    -----------


        SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS


                                     Page 4
<PAGE>

                                GEOGRAPHICS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                Three Months     Three Months
                                                    Ended           Ended
                                                June 30, 1996    June 30, 1995
                                                -------------    -------------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                     $   146,177     $  208,532
ADJUSTMENTS TO RECONCILE NET INCOME TO NET
CASH FLOWS FROM OPERATING ACTIVITIES
  Depreciation and amortization                      367,638        370,644
  Deferred income tax                                 (9,865)             0
  (Gain) loss on sale of property and equipment        1,085           (119)
  Equity loss  from investments in partnerships            0          4,253
CHANGES IN OPERATING ASSETS AND LIABILITIES
  Cash overdraft                                     835,117              0
  Accounts receivable                                584,843       (886,960)
  Related party receivables                          899,422       (464,024)
  Other receivables                                 (131,012)       (18,136)
  Inventory                                       (2,771,078)    (1,613,702)
  Deposits                                          (273,203)      (157,413)
  Prepaid expenses                                  (608,758)        (6,797)
  Other current assets                               (13,065)       (17,920)
  Accounts payable                                  (346,678)     1,217,990
  Accrued liabilities                                356,569        452,926
  Income tax payable                                (145,278)       (80,074)
                                                 -----------     ----------
    Net cash flows from operating activities      (1,108,086)      (990,800)
                                                 -----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Net borrowings (repayments) on note payable
  to bank                                         (4,539,986)     1,660,830
  Proceeds from long-term debt borrowings            225,000         99,874
  Repayment of long-term debt                        (96,254)      (144,546)
  Repayment of debentures and notes payable to
  officers and directors                            (121,672)             0
  Proceeds from issuance of common stock           6,501,056         50,000
  Foreign currency translation                         3,719               0
                                                 -----------     ----------
    Net cash flows from financing activities       1,971,863      1,666,158
                                                 -----------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment                             (889,440)      (595,850)
  Proceeds from sale of equipment                      1,887         16,741
  Net advances from partnerships                      25,226         66,273
  Increase in other assets                           (18,882)        (4,007)
                                                 -----------     ----------
    Net cash flows from investing activities        (881,209)      (516,843)
                                                 -----------     ----------

NET CHANGE IN CASH                                   (17,432)       158,515
CASH, beginning of quarter                            50,028         15,348
                                                 -----------     ----------
CASH, end of quarter                             $    32,596     $  173,863
                                                 -----------     ----------
                                                 -----------     ----------

NONCASH INVESTING AND FINANCING ACTIVITIES

    Financing obtained directly from sellers 
    in acquisition of equipment                  $   956,160     $  242,293
                                                 -----------     ----------
                                                 -----------     ----------


       SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS


                                     Page 5
<PAGE>

                                GEOGRAPHICS, INC.
                   Notes to Consolidated Financial Statements

1.   The accompanying interim unaudited consolidated financial statements of
     Geographics, Inc. (the "Company" or "Geographics") have been prepared in
     accordance with generally accepted accounting principles for interim
     financial information and with the instructions to Form 10-Q and Article 10
     of Regulation S-X. Accordingly, they do not include all of the information
     and footnotes required by generally accepted accounting principles for
     complete financial statements. In the opinion of management, such interim
     statements reflect all adjustments (consisting of normal recurring
     accruals) necessary to present fairly the financial position and the
     results of operations and cash flows for the interim periods presented. The
     results of operations for these interim periods are not necessarily
     indicative of the results to be expected for the full year.  These
     financial statements should be read in conjunction with the audited
     consolidated financial statements and footnotes included in the Company's
     consolidated financial statements and notes thereto for the fiscal year
     ended March 31, 1996.

     The consolidated financial statements include the accounts of Geographics,
     Inc. and its wholly-owned subsidiaries; Geographics Marketing Canada Inc.,
     Geographics (Europe) Limited, and Geographics Foreign Sales Corporation.
     All intercompany balances and transactions have been eliminated.

     Certain of the Company's locations calculated cost of sales using an
     estimated gross profit method for interim periods. Cost of sales at these
     locations are adjusted based on physical inventories which are performed no
     less than once a year.

2.   The Company has a $12,000,000 revolving credit agreement with a bank.
     Interest on outstanding advances is payable monthly at the bank's prime
     rate. Outstanding balances as of June 30, 1996 and March 31, 1995 were
     $782,953 and $5,322,939, respectively.

     The prime rate was 8.25% and 8.25% at June 30, 1996 and March 31, 1996,
     respectively.

3.   On May 1, 1996,  the Company completed a private placement of 1,268,293
     units at a price of $5.125 per unit. Total proceeds from this transaction
     approximated $6,500,000. Each unit included one common share of the Company
     and one warrant to purchase one additional common share of the Company at
     $6.50. The warrants are exercisable upon issuance and regulatory approval,
     and expire June 1, 1999.

4.   On January 23, 1996, the Company placed an order for a printing press. The
     cost of the press is approximately $1,200,000 which is expected to be
     delivered during the second quarter of fiscal year 1997.  On June 27, 1996,
     the Company placed an order for a packaging machine. The cost of the
     packaging machine is approximately $600,000 and is expected to be delivered
     during the third quarter of fiscal year 1997. The Company has commitments
     from a financial institution to provide capital lease financing for these
     equipment orders.

5.   Certain officers and directors have received notes from the Company in
     exchange for $1,143,039. The notes are payable on demand and are classified
     as current liabilities. Interest on these notes is payable monthly at the
     rate of prime plus 1%.

6.   On July 3, 1996, the Company signed a letter of intent to acquire the
     assets and certain liabilities of Grahams Graphics PTY Limited ("Grahams"),
     an Australian company. Preliminary discussions provide for the exchange of
     the Company's common stock for the


                                     Page 6
<PAGE>

     assets and liabilities of Grahams. Total consideration included as part of
     the exchange had not been determined as of the date of this filing,
     however, total consideration is estimated to approximate $300,000. The
     effective date of the transaction will be July 1, 1996.

     The Company formed Geographics Australia PTY Limited to complete the
     exchange and become the Company's distributor of Geographics products in
     Australia, replacing Grahams Graphics PTY Limited as the sole Australian
     distributor.

7.   On April, 1, 1996, the Company formed Geographics Foreign Sales
     Corporation, Inc., A Guam Corporation. Geographics Foreign Sales
     Corporation, Inc. was established to facilitate the sale of Geographics,
     Inc. products to foreign companies in compliance with Internal Revenue code
     regulating foreign sales corporations.

8.   There are various claims, lawsuits, and pending actions against the Company
     incident to the operations of its business. It is the opinion of management
     that the ultimate resolution of these matters will not have a material
     effect on the Company's financial position, results of operations or
     liquidity.


                                     Page 7
<PAGE>

ITEM 2

          Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
             for the 3 Months ended June 30, 1996 and June 30, 1995

RESULTS OF OPERATIONS

SALES.

     Sales increased 25.0% to $6,171,067 in the quarter ended June 30, 1996 from
     $4,935,708 in the quarter ended June 30, 1995.

     Sales increased 25% for the quarter ended June 30, 1996 as compared to the
     same quarter a year earlier. Sales for the quarter ended June 30, 1995
     included initial Geopaper inventory shipments of approximately 600 office
     product superstores, while the current quarter did not have a material
     number of initial product shipments. After adjusting sales for initial
     product shipments of approximately $1,500,000 in the prior year, sales
     increased by 80% as compared to the same period a year ago.

     Geopaper products were responsible for 67.3% of sales for the three month
     period ended June 30, 1996, compared to 62.5% for the same period a year
     earlier. Sales of Geopaper increased 33.9% to $4,150,000 from $3,100,000
     for the periods ending June 30, 1996 and June 30, 1995, respectively.

     Sales of Company products other than Geopaper (stick on letters, rub on
     letters, stencil and  LED signs) increased by 10.1% for the three months
     ended June 30, 1996 compared to the three months ended June 30, 1995. The
     non-Geopaper products have decreased as a percentage of total sales to
     32.7% from 37.5% for the three month periods ended June 30, 1996 and 1995,
     respectively. These products will continue to decrease in importance to the
     Company as consumers continue to utilize personal computers to perform many
     of the tasks that these non-Geopaper products were designed for. However,
     the increased usage of personal computers is expected to generate new
     customers for Geopaper products that are specifically designed for use with
     personal computing technology.

     International sales of Geographics products were $1,199,521 for the quarter
     ended June 30, 1996, an increase of 156.0% over international sales of
     $468,549 for the quarter ended June 30, 1995. International sales of
     Geographics products represented 19.4% of total Geographics, Inc. sales for
     the quarter ended June 30, 1996, compared to 9.5% of total sales for the
     same period a year earlier.  Sales by geographic location were as follows:

                    United States                      80.6%
                    Canada                             14.3%
                    Western Europe                      2.3%
                    Australia                           2.2%
                    Mexico                               .5%
                    Others                               .1%
                                                      -----
                       Total                          100.0%
                                                      -----
                                                      -----

GROSS MARGIN.

     Gross margin as a  percentage of sales was 39.6% for the three month period
     ended June 30, 1996, compared to 38.7% for the same period last year. The
     Company's gross margin rate increased primarily due to lower freight rates
     resulting from increased product shipments during the past year.


                                     Page 8
<PAGE>

     Margins are also affected by changes in the mix of product sold, raw
     material costs, automation, labor costs, freight costs, production levels
     (overhead absorption) and the rate of product turnover. Margins are also
     affected by price increases and decreases passed on to customers. While
     management endeavors to improve margins, no assurance can be given that
     margins will  continue to improve.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.

     Selling, General and Administrative expenses ("SG&A"), which consist of
     payroll, advertising, and commissions, as well as administrative,
     accounting and legal costs increased as a percentage of sales in the three
     months ended June 30, 1996 to 33.0%, as compared to 26.2% during the same
     period in the prior year. SG&A costs increased as a percentage of sales
     primarily due to increased overhead resulting from the establishment of
     Geographics (Europe) Limited and the installation and training costs
     related to a new computer system at the Blaine, WA facility.

GOODWILL AMORTIZATION.

     The Company recorded no goodwill amortization during the quarter ended
     June 30, 1996, as compared to $159,767 for the same period a year ago.
     Goodwill resulted from  the acquisition of the lettering division of E.Z.
     Industries in 1993. The Goodwill was fully amortized as of June 30, 1995.

INTEREST EXPENSE.

     Interest expense for the three months ended June 30, 1996 totaled $190,771
     compared to $163,106 for the same period in the prior year. This increase
     in interest expense was primarily due to borrowings under the Company's
     revolving credit facility during the current year to fund increases in
     inventories and equipment deposits, as well as additional interest costs
     resulting from borrowings related to equipment purchases and expansions to
     the Blaine manufacturing facility.

LIQUIDITY AND CAPITAL RESOURCES.

     The Company's principal capital requirements have been to fund working
     capital needs, including the building of inventories in the United States
     and the United Kingdom. Working capital has also been used to fund
     equipment deposits, prepaid expenses, reduce accounts payable and to reduce
     income tax payable.

     The Company's sales are substantially on net sixty day terms, and trade
     receivables are used as collateral to provide the Company with a source of
     capital prior to their collection. Working capital requirements are reduced
     by vendor credit terms, which allow the Company to finance a portion of its
     inventory.

     During the 1st quarter of fiscal year 1997, the Company improved its
     collection of receivables. Net accounts receivable were $4,389,313 as of
     June 30, 1996, a decrease of 25.3% from the $5,873,578 receivable balance
     at March 31, 1996. Inventory increased during the quarter to $11,910,351,
     an increase of 30% from the $9,139,273 inventory balance at March 31, 1996.
     Increases in inventory can be attributable to management's anticipation of
     seasonal Geopaper orders, inventory requirements related Geographics
     (Europe) Limited's initial operational quarter and the introduction of a
     new educational product line. The investment in inventories, equipment
     deposits and prepaid expenses were primarily responsible for negative cash
     flows from operating activities of $1,108,086 for the three months ended
     June 30, 1996, compared to negative cash flows from operating activities of
     $990,800 for the same period a year earlier.

     The Company's cash flow is also affected by financing activities, including
     borrowings and repayments on revolving credit facilities, short and long
     term notes payable to the


                                     Page 9
<PAGE>

     Company's bank, proceeds from the issuance of debentures to officers and
     directors, proceeds from the exercise of stock, as well as repayment of
     capital leases. The majority of capital expenditures were financed by long-
     term bank loans and capital leases. A private placement of 1,268,293 units
     at $5.125 (see Part II, Item 5. A.), resulted in gross proceeds of
     $6,500,000 to the Company which were used to repay borrowings on short-term
     notes payable to the Company's bank. Financing activity resulted in net
     cash flows of $1,971,863 and $1,666,158 for the three months ended June 30,
     1996 and 1995, respectively.

     During the three months ended June 30, 1996, the Company acquired
     additional printing presses, packaging equipment and other machinery
     related to the manufacture of Geopaper products. These capital expenditures
     were necessary to support the continued expansion of the Geopaper product
     line and the increase in Geopaper unit sales. Cash used in investing
     activities (primarily capital expenditures) was $881,209 and $516,843 in
     the first three months of fiscal years 1997 and 1996, respectively.

     During the three months ended June 30, 1996, the Company's cash balance
     decreased by $17,432 to $32,596. The cash balance is not significant and
     balances held by the Company are intentionally maintained at low levels as
     part of the Company's strategy to minimize balances outstanding on
     revolving credit facilities, thus minimizing interest expense.

     The Company's management is continually reviewing its financing options.
     Although the Company has the ability to finance its planned growth and
     expansion from cash generated from operations, capital lease financing and
     borrowings under the Company's existing credit facilities, the Company is
     also considering alternative financing options, such as the issuance of
     common stock or convertible debt, in the event market conditions make such
     alternatives financially attractive for funding the Company's short-term or
     long-term expansion. The Company's future financing requirements will be
     affected by the number of new customers obtained, the strength of reorders
     by existing customers, the growth (addition of new stores) of existing
     customers as well as the of success of new  products introduced by the
     Company into the marketplace. Additional financing might also be necessary
     in the event the Company pursues further international expansion or
     business acquisition opportunities.


                                     Page 10
<PAGE>

                           PART II. OTHER INFORMATION



ITEMS 1-4 NOT APPLICABLE

ITEM 5 -  OTHER INFORMATION

A.   On May 1, 1996, the Company completed a private placement of 1,268,293
     units at a price of $5.125 per unit. Total proceeds from this transaction
     approximated $6,500,000. Each unit included one common share of the Company
     and one warrant to purchase one additional common share of the Company at
     $6.50. The warrants are exercisable upon issuance and regulatory approval,
     and expire June 1, 1999.

B.   The Company has adopted the following Statements of Financial Accounting
     Standards ("SFAS") for the fiscal year ending March 31, 1997.

     SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
     Long-Lived Assets to Be Disposed Of," establishes accounting standards for
     the impairment of long-lived assets, certain identifiable intangibles, and
     goodwill related to those assets to be held and used and for long-lived
     assets and certain identifiable intangibles to be disposed of. Long-lived
     assets and certain identifiable intangibles to be held and used by a
     company are required to be reviewed for impairment whenever events or
     changes in circumstances indicate that the carrying amount of an asset may
     not be recoverable. Measurement of an impairment loss for such long-lived
     assets and identifiable intangibles should be based on the fair value of
     the asset. Long-lived assets and certain identifiable intangibles to be
     disposed of are required to be reported generally at the lower of the
     carrying amount of fair value less cost to sell. The adoption of SFAS No.
     121 had no material effect on the Company's financial position as of June
     30, 1996 or the results of its operations for the quarter ended June 30,
     1996.

     SFAS No. 123, "Accounting for Stock-Based Compensation," establishes
     financial accounting and reporting standards for stock-based employee
     compensation plans, including stock options, stock purchase plans,
     restricted stock, and stock appreciation rights. SFAS No. 123 defines and
     encourages the use of the fair value method of accounting for employee
     stock-based compensation. Continuing use of the intrinsic value based
     method of accounting prescribed in Accounting Principles Board No. 25 ("APB
     25") for measurement of employee stock-based compensation is allowed with
     pro forma disclosures of net income and earnings per share as if the fair
     value method of accounting had been applied. Transactions in which equity
     instruments are issued in exchange for goods or services from non-employees
     must be accounted for based on the fair value of the consideration received
     or of the equity instrument issued, whichever is more reliably measurable.
     The Company has determined that it will continue to use the method of
     accounting prescribed in APB 25 for measurement of employee stock-based
     compensation, and will begin providing the required pro forma disclosures
     in its financial statements for the year ending March 31, 1997 as allowed
     by SFAS No. 123.


                                     Page 11
<PAGE>

                                  EXHIBIT INDEX

                                                                            Page
                                                                            ----
ITEM 6  - EXHIBITS AND REPORTS ON FORM 8-K.

A.   Exhibits.

     11.  Statement regarding computation of Earnings Per Share             14

     27.  Financial Data Schedule                                           15

B.   Reports on Form 8-K.

     No reports were filed by the Company on Form 8-K during the fiscal quarter
     ended June 30, 1996.


                                     Page 12
<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.


                                             GEOGRAPHICS, INC.
                                               (Registrant)




Date: August 9, 1996                 By: /s/ TERRY A. FIFE
                                         ------------------------
                                         Terry A. Fife
                                         Vice President - Finance,
                                         Chief Financial Officer and Secretary


                                     Page 13


<PAGE>

<TABLE>
<CAPTION>

                                                                                                                          Exhibit 11

                                                          GEOGRAPHICS, INC.
                                                  COMPUTATION OF EARNINGS PER SHARE
                                                             (Unaudited)

                                                                                              Three Months        Three Months
                                                                                                  Ended               Ended
                                                                                              June 30, 1996       June 30, 1995
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>                 <C>

PRIMARY EARNINGS PER COMMON SHARE:
     Net income                                                                                $  146,177          $  208,531
                                                                                               ----------          ----------
                                                                                               ----------          ----------

     Weighted average number of shares outstanding                                              8,907,634           5,308,758
     Add: Weighted average number of shares which
          could have been issued upon exercise of
          outstanding options                                                                      46,038             188,431
     Add: Weighted average number of shares which
          could have been issued upon exercise of
          outstanding warrants                                                                     12,123              71,077
                                                                                               ----------          ----------
     Weighted average number of shares used to compute
          primary earnings per share                                                            8,965,795           5,568,266
                                                                                               ----------          ----------
                                                                                               ----------          ----------
     Primary  earnings per share                                                               $     0.02          $     0.04
                                                                                               ----------          ----------
                                                                                               ----------          ----------

FULLY DILUTED EARNINGS PER COMMON SHARE:
     Net income                                                                                 $ 146,177         $   208,531

     Add: Interest which would not have been incurred,
          net of tax, upon conversion of 8% debentures                                                  0              12,902
     Add: Interest which would not have been incurred,
          net of tax, upon conversion of 10.25%
          debentures                                                                                    0               3,620
                                                                                               ----------          ----------

     Net income used to calculate fully diluted earnings
          per share                                                                            $  146,177          $  225,053
                                                                                               ----------          ----------
                                                                                               ----------          ----------

     Weighted average number of shares outstanding                                              8,907,634           5,308,758
     Add: Weighted average number of shares which
          could have been issued upon exercise of
          outstanding options                                                                      48,487             232,538
     Add: Weighted average number of shares which
          could have been issued upon exercise of
          outstanding warrants                                                                     12,123              80,500
     Add: Weighted average number of shares which
          could have been issued upon conversion
          of 8% debentures                                                                              0             886,019
     Add: Weighted average number of shares which
          could have been issued upon conversion
          of 10.25% debentures                                                                          0             219,178
                                                                                               ----------          ----------

     Weighted average number of shares used to compute
          fully diluted earnings per share                                                      8,968,244           6,726,993
                                                                                               ----------          ----------
                                                                                               ----------          ----------
     Fully diluted earnings per share                                                          $     0.02          $     0.03
                                                                                               ----------          ----------
                                                                                               ----------          ----------

</TABLE>


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A)
FROM 10-Q FOR THE QUARTER ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-START>                             APR-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                          32,596
<SECURITIES>                                         0
<RECEIVABLES>                                4,497,346
<ALLOWANCES>                                 (108,033)
<INVENTORY>                                 11,910,351
<CURRENT-ASSETS>                            19,194,144
<PP&E>                                      12,310,615
<DEPRECIATION>                             (3,528,132)
<TOTAL-ASSETS>                              28,511,971
<CURRENT-LIABILITIES>                        7,221,805
<BONDS>                                              0
                                0
                                          0
<COMMON>                                    16,121,124
<OTHER-SE>                                     519,680
<TOTAL-LIABILITY-AND-EQUITY>                28,511,971
<SALES>                                      6,171,067
<TOTAL-REVENUES>                             6,171,067
<CGS>                                        3,726,301
<TOTAL-COSTS>                                2,034,005
<OTHER-EXPENSES>                                 3,776
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             190,771
<INCOME-PRETAX>                                216,214
<INCOME-TAX>                                    70,037
<INCOME-CONTINUING>                            146,177
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   146,177
<EPS-PRIMARY>                                     0.02
<EPS-DILUTED>                                     0.02
        

</TABLE>


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