COMARCO INC
10-Q, 1995-09-13
ENGINEERING SERVICES
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                                   Form 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended July 30, 1995                    Commission File Number 0-5449



                                 COMARCO, Inc.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


          CALIFORNIA                                           95-2088894
-------------------------------                           ----------------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           Identification Number)


22800 Savi Ranch Parkway, Suite 214, Yorba Linda, California          92808-1299
------------------------------------------------------------          ----------
    (Address of principal executive office)                           (Zip Code)


Registrant's telephone number, including area code                (714) 282-3832
                                                                               


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
                                                  -----         -----

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of August 31, 1995.

                     Common Stock,
                     $.10 Par Value                   4,617,209 Shares
                     --------------                   ----------------


<PAGE>


                               INDEX TO 10-Q

                                                                  Page No.
                                                                  -------- 
Part I.        Financial Information


Condensed Consolidated Balance Sheets
July 30, 1995 and January 31, 1995                                    1

Condensed Consolidated Statements of Income
Quarters ended and Two Quarters Ended July 30, 1995
and July 31, 1994                                                     2

Condensed Consolidated Statements of Cash Flows
Two Quarters ended July 30, 1995 and July 31, 1994                    3

Notes to Condensed Consolidated Financial Statements                  4

Management's Discussion and Analysis of Financial
Condition and Results of Operations                                 5-9



PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                             10
 
Signature                                                            11

<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
                         COMARCO, Inc. and Subsidiaries
                     Condensed Consolidated Balance Sheets

                                          July 30, 1995         January 31, 1995
ASSETS                                     (Unaudited)                 *
<S>                                      <C>                       <C>
Current assets:
    Cash and cash equivalents            $  7,183,000              $  7,968,000
    Short-term investments                  2,523,000                 1,939,000
    Accounts receivable, net                8,881,000                 8,703,000
    Other current assets                    1,388,000                 1,238,000
                                           ----------                ----------

Total current assets                       19,975,000                19,848,000

Long-term investments                         989,000                 1,023,000
Property and equipment, net                 1,157,000                   970,000
Software development costs, net             1,322,000                   676,000
Intangible assets, net                      2,804,000                 3,011,000
Other assets                                  265,000                   282,000
                                           ----------                ----------

TOTAL ASSETS                             $ 26,512,000              $ 25,810,000
                                           ==========                ==========

LIABILITIES AND STOCKHOLDERS'
 EQUITY

Current liabilities:                   
         Accounts payable                $    506,000              $    616,000
         Deferred revenue                   1,147,000                 1,044,000
         Accrued liabilities                5,428,000                 5,794,000
                                           ----------                ----------

Total current liabilities                   7,081,000                 7,454,000

Convertible subordinated debentures                -                    844,000
Deferred income taxes                         489,000                   309,000

Stockholders' equity:
    Common stock, $.10 par value,
      33,705,000 shares authorized,
      4,617,209 and 4,602,009 shares
      outstanding at July 30, 1995 and
      January 31, 1995, respectively          462,000                   460,000
    Capital contributed in excess
      of par value                          3,305,000                 3,244,000
    Retained earnings                      15,175,000                13,499,000
                                           ----------                ----------
Total stockholders' equity                 18,942,000                17,203,000
                                           ----------                ----------

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                  $ 26,512,000              $ 25,810,000
                                           ==========                ==========

See accompanying notes to the condensed consolidated financial statements.

*The  condensed  consolidated  balance  sheet as of  January  31,  1995 has been
summarized  from the  Company's  audited  consolidated  balance sheet as of that
date.
</TABLE>
<PAGE>
<TABLE>
                                  COMARCO, Inc. and Subsidiaries
                            Condensed Consolidated Statements of Income
                                           (Unaudited)


                                       Quarter Ended                     Two Quarters Ended
                              -------------------------------     -------------------------------
                              July 30, 1995     July 31, 1994     July 30, 1995     July 31, 1994
                              -------------     -------------     -------------     -------------
<S>                           <C>               <C>               <C>               <C>
Revenues:
   Contract revenues          $  14,347,000     $  14,896,000     $  28,189,000     $  29,301,000
   Product sales                  2,898,000         1,118,000         6,385,000         2,381,000
                                 ----------        ----------        ----------        ----------
                                 17,245,000        16,014,000        34,574,000        31,682,000
                                 ----------        ----------        ----------        ----------

Direct costs:
   Contract costs                 9,602,000        10,020,000        18,868,000        19,262,000
   Cost of product sales          1,130,000           743,000         2,848,000         1,527,000
                                 ----------        ----------        ----------        ----------
                                 10,732,000        10,763,000        21,716,000        20,789,000

Indirect costs                    5,303,000         4,208,000        10,342,000         8,834,000
                                 ----------        ----------        ----------        ----------

                                 16,035,000        14,971,000        32,058,000        29,623,000
                                 ----------        ----------        ----------        ----------

Operating income                  1,210,000         1,043,000         2,516,000         2,059,000
Net interest income (expense)       141,000            16,000           232,000           (38,000)
                                 ----------        ----------        ----------        ----------- 

Income before income taxes        1,351,000         1,059,000         2,748,000         2,021,000
 
Income taxes                        513,000           360,000         1,072,000           687,000
                                 ----------        ----------        ----------        ----------     


Net income                    $     838,000     $     699,000     $   1,676,000     $   1,334,000
                                 ==========        ==========        ==========        ==========   

Earnings per share*
   Primary                    $         .17     $         .14     $         .33     $         .27
                                 ==========        ==========        ==========        ==========   

Weighted average shares of
 common stock*
   Primary                        4,961,000         4,940,000         4,949,000         4,977,000



*Fully diluted earnings per share has not been presented as the effect is 
immaterial.


See accompanying notes to the condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>


                                  COMARCO, Inc. and Subsidiaries
                        Condensed Consolidated Statements of Cash Flows
                                         (Unaudited)

                                                                     Two Quarters Ended
                                                           ----------------------------------------
                                                           July 30, 1995             July 31, 1994
                                                           -------------             -------------
<S>                                                        <C>                       <C>
Cash flows from operating activities:
    Net income                                             $  1,676,000              $  1,334,000
    Adjustments to reconcile net income to net
     cash used by operating activities:
       Depreciation and amortization                          1,017,000                   306,000
       Loss in disposal of property and equipment                 9,000                        -
       Deferred income taxes                                    153,000                   280,000
       Provision for doubtful accounts receivable                15,000                     6,000
       Decrease (increase) in accounts receivable              (193,000)                1,395,000
       Increase in other current assets                        (123,000)                 (391,000)
       Decrease in other assets                                  17,000                    64,000
       Decrease in accounts payable                            (110,000)                 (454,000)
       Increase in deferred revenue                             103,000                        -
       Decrease in other current liabilities                   (366,000)                 (450,000)
                                                           -------------             -------------

    Net cash provided by operating activities                 2,198,000                 2,090,000

Cash flows from investing activities:
    Purchases of investments                                 (1,482,000)                       -
    Proceeds from sales of investments                          932,000                        -
    Purchases of property and equipment                        (413,000)                 (310,000)
    Software development costs                               (1,239,000)                 (826,000)
                                                           -------------             -------------

    Net cash used in investing activities                    (2,202,000)               (1,136,000)

Cash flows from financing activities:
    Proceeds from issuance of common stock                       63,000                    57,000
    Purchase of common stock                                         -                 (1,392,000)
    Purchase of subordinated debentures                        (844,000)               (1,967,000)
                                                           -------------             -------------

    Net cash used in financing activities                      (781,000)               (3,302,000)
                                                           -------------             -------------

Net decrease in cash and cash equivalents                  $   (785,000)             $ (2,348,000)
                                                           =============             =============


Supplemental disclosures of cash flow information:
  Cash paid during the two quarters for:
       Interest                                            $     41,000              $    146,000
       Income taxes                                           1,090,000                   671,000



See accompanying notes to the condensed consolidated financial statements.
</TABLE>

<PAGE>
                         COMARCO, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                        July 30, 1995 and July 31, 1994
                                  (Unaudited)

1.     General

       The financial statements have been prepared without audit.  However, they
       reflect all adjustments  which in the opinion of management are necessary
       to fairly  state the  Company's  financial  position at July 30, 1995 and
       July 31,  1994 and the results of its  operations  and cash flows for the
       quarter ended and two quarters ended July 30, 1995 and July 31, 1994. The
       information has been prepared in accordance with Form 10-Q  instructions,
       but does not necessarily  include all information and footnotes  required
       by  generally  accepted  accounting  principles  for  complete  financial
       statements.  The results of the quarter ended and two quarters ended July
       30, 1995 are not necessarily indicative of the results to be obtained for
       the full fiscal year.

2.     China Lake Competition

       On May 26, 1995, the Company was notified that it was not selected in the
       contract  competition with the Naval Air Warfare Center ("NAWC") at China
       Lake,  California.  The current  contract in this location  accounted for
       approximately  15% of total  revenue  for the first two  quarters  of the
       Company's  Fiscal Year 1996 and 16% of the operating  income for the same
       period. Most costs associated with this effort are directly  attributable
       to the contract  itself,  so there will be few direct  residual costs not
       reimbursed by the customer.  The Company's goal is to attempt to maintain
       its historical profit margin in this line of business.

       The Company's current work at China Lake  substantially ends on September
       30, 1995.

3.     Reclassifications

       Certain reclassifications of prior year amounts have been made to conform
       with the current year presentation.


<PAGE>
ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

       (a)    Results of Operations

              During the second quarter of Fiscal Year 1996 (year ending January
              31, 1996),  the Company  recorded total revenues of $17.2 million,
              up 7.5% from the  revenues  of $16.0  million  for the  comparable
              period of a year  earlier.  Increased  year-to-year  revenues  are
              primarily due to:
                 o increased sales of the Company's wireless communications
                   products,
                 o revenue contributed by LCTI, Inc., which was acquired by the
                   Company in the third quarter of Fiscal Year 1995,
              partially offset by:
                 o continued reduction in activity in support of the Naval Air
                   Warfare Center at China Lake, California, and
                 o reduction in activity in support of the Army's Software
                   Development Center at Ft. Lee Virginia.

              On May 26, 1995, the Company was notified that it was not selected
              in the  contract  competition  with the Naval Air  Warfare  Center
              ("NAWC") at China Lake, California. However, the Navy did exercise
              an option to extend the Company's  current work through  September
              30, 1995 at which time work will substantially end.

              The current contract in this location  accounted for approximately
              15% of the  Company's  total  revenues  and  16% of its  operating
              income for the first two quarters of Fiscal Year 1996 . Most costs
              associated  with this  effort  are  directly  attributable  to the
              contract  itself,  so there will be few direct  residual costs not
              reimbursed by the customer. The loss of this contract will have an
              adverse effect on operations - a loss of approximately  15% of the
              Company's  revenues and  approximately the same percentage of loss
              in operating profits.

              The  Company's  contract at the Naval Air Warfare  Center in China
              Lake,  California  has  experienced  a  decrease  in  activity  of
              approximately  15% from  the  comparable  quarter  last  year.  In
              addition, the Company's contract in support of the Army's Software
              Development Center at Ft. Lee, Virginia has experienced a decrease
              in activity of approximately 50% from the comparable  quarter last
              year.  These  decreases  in  revenue  are  due  to  reductions  in
              Government  funding  available  for these  projects.  The  Company
              expects that defense  related  activity in the remainder of Fiscal
              Year 1996 will continue to show reductions from prior year periods
              due to the above-stated  contract declines and general  Government
              budgetary  pressures.  Except as noted above,  the Company's other
              defense-related  activity has been steady during the first half of
              Fiscal Year 1996.

              The Company plans to aggressively  compete for all work opened for
              recompetition to the extent possible,  selectively  pursue certain
              high value defense procurements, and build its non-defense work in
              the areas of airport management, wireless communications products,
              and  non-defense  systems  engineering  and  integration.  If  the
              Company is unable to increase  defense related activity by pursuit
              of suitable  Government awards or replace it with commercial work,
              the  Company   will  need  to  consider   appropriate   additional
              organizational changes and cost reduction efforts.

              In addition,  government  agencies may generally  terminate  their
              contracts  in whole or in part at  their  convenience.  Government
              agencies  may  remove  funding  previously  attached  or  may  not
              exercise  option  periods.  Therefore,  there can be no assurances
              that the Government will fund those portions of existing contracts
              that  are  unfunded,  or that the  Government  will  exercise  any
              options.

              Airport  management  services revenues decreased from $4.8 million
              in the second  quarter of Fiscal Year 1995 to $4.5  million in the
              second  quarter of Fiscal  Year 1996,  a  decrease  of 6.3%.  This
              decrease is principally due to decreased activity at the Company's
              contract to manage five general  aviation  airports in Los Angeles
              County,  California.  Revenue in the prior  year was  higher  than
              historical  levels due to forest fires in Los Angeles County which
              caused  a strong  increase  in jet  fuel  sales  to fire  fighting
              authorities.  In  spite of the  decrease  in  revenues,  operating
              income from airport management services was unchanged from year to
              year.

              Wireless  communications  products revenues increased 145% to $2.7
              million  for the  second  quarter  of  Fiscal  Year 1996 from $1.1
              million for the comparable  period of the prior fiscal year.  This
              increase  is due to  increased  sales  of  the  Company's  network
              evaluation   systems  and  revenue  assurance  systems  for  major
              cellular telephone carriers. Revenues from sales of callboxes were
              minimal during the first half of Fiscal Year 1996, as states other
              than  California  are  only at the  field  testing  stage of these
              units. If these other states move forward and select the Company's
              units, the Company believes that production of units may return in
              Fiscal  Year  1997,  although  there  can  be  no  assurance  that
              production will resume.

              The Company is continuing its software product development program
              in its  wireless  communications  products  business.  The Company
              views the next few years as a window of  opportunity to expand its
              product  line to take  advantage of the  worldwide  growth in this
              market. In accordance with Financial  Accounting  Standard No. 86,
              Accounting for the Costs of Computer Software to be Sold,  Leased,
              or Otherwise Marketed,  the Company capitalized and amortized $1.4
              million  and  $.9  million,   respectively,  of  software  product
              development  costs  related to this  program in Fiscal  Year 1995.
              Corresponding  amounts  for the first half of Fiscal Year 1996 are
              $700,000 and  $500,000,  respectively.  The  Company's  orders for
              these  products  totalled $9.6 million and $7.3 million for Fiscal
              Year 1995 and the first half of Fiscal Year 1996, respectively, up
              from  $5.8  million  and  $3.5  million,  respectively,  from  the
              comparable prior periods. The value of unfilled orders at July 30,
              1995 totaled $3.2 million.  The Company has experienced in each of
              the  past  two  years a  fluctuation  in  wireless  communications
              product  activity,  with  greater  sales in the second half of its
              fiscal year and lesser  amounts in the first half.  Profit margins
              from the Company's wireless  communications products business have
              been significantly higher than margins from the services business.
              The nature of the  wireless  communications  products  business is
              inherently  less   predictable   than  the  longer-term   services
              contracts.  Therefore,  sales  levels  and  profits  will  be more
              difficult to predict and may fluctuate  significantly from quarter
              to quarter.

              In addition,  the Company is also  investing in development of the
              next  generation of  Computer-Aided  Software  Engineering  (CASE)
              tools  for  test  program  engineers  sold by its  newly  acquired
              subsidiary,  LCTI,  Inc. The amounts  capitalized and amortized in
              accordance with Financial  Accounting Standards No. 86, Accounting
              for  the  Costs  of  Computer  Software  to be  Sold,  Leased,  or
              Otherwise Marketed totaled $500,000 and $100,000,  respectively in
              the first  half of Fiscal  Year  1996.  LCTI  sustained  operating
              losses of  $400,000  for the first half of Fiscal  Year 1996,  and
              while   management   believes  that  longer  term  prospects  look
              favorable for this operation, the near term could continue to show
              losses.

              Revenues  for the first two  quarters of Fiscal Year 1996 of $34.6
              million  are up $2.9  million  (9.1%)  from $31.7  million for the
              comparable  period  of the  prior  fiscal  year.  Engineering  and
              technical  services  revenues for the first two quarters of Fiscal
              Year 1996 of $19.9 million are down $.3 million  (1.5%) from $20.2
              million for the  comparable  period of the prior fiscal year.  The
              year-to-year  decrease is primarily due to the reduced activity in
              the Company's contracts with the Naval Air Warfare Center at China
              Lake, California and the Army's Software Development Center at Ft.
              Lee, Virginia,  as discussed above.  Airport  management  services
              revenues  for the first two  quarters  of Fiscal Year 1996 of $9.0
              million  are down $.1  million  (1.1%)  from $9.1  million for the
              comparable  period of the prior fiscal year,  due to the decreased
              activity at the Los Angeles County  Airports in the second quarter
              of  the  current  fiscal  year,  as  discussed   above.   Wireless
              communications  products  revenues  for the first two  quarters of
              Fiscal Year 1996 of $5.7 million are up $3.3  million  (138%) from
              $2.4 million for the  comparable  period of the prior fiscal year,
              due to increased orders for the Company's wireless  communications
              products, as discussed above.

              Direct  costs of $10.7  million  for the second  quarter of Fiscal
              Year 1996 are down $.1  million  (.9%) from $10.8  million for the
              comparable  period of the prior fiscal year.  This decrease is due
              to the decrease in engineering and technical services activity, as
              discussed above, offset by the increase in wireless communications
              products  activity.  Direct costs for the two quarters  ended July
              30,  1995 are $21.7  million,  up $.9  million  (4.3%)  from $20.8
              million for the comparable  period of the prior fiscal year.  This
              increase is due to the strong increase in wireless  communications
              products  activity in the two quarters of the current  fiscal year
              versus the prior fiscal year.

              Indirect  costs  for the  quarter  ended  July  30,  1995 are $5.3
              million,  up  $1.1  million  (26.2%)  from  $4.2  million  for the
              comparable period of the prior fiscal year. Indirect costs for the
              two  quarters  ended  July 30,  1995 are  $10.3  million,  up $1.5
              million (17.0%) from $8.8 million for the comparable period of the
              prior fiscal year.  These increases are due to increased  research
              and  development  costs  incurred in the  wireless  communications
              products area and at the Company's subsidiary, LCTI, Inc., as well
              as increases in costs associated with the increase in revenues, as
              discussed above.

              Net  interest  income  (interest  income,   less  amortization  of
              offering  costs and interest  expense)  for the second  quarter of
              Fiscal Year 1996 amounted to $141,000, as compared to net interest
              income of $16,000 for the  comparable  period of the prior  fiscal
              year.  Net  interest  income for the first two  quarters of Fiscal
              Year 1996  amounted  to  $232,000,  as  compared  to net  interest
              expense of $38,000 for the  comparable  period of the prior fiscal
              year.  The  increases are  principally  due to the decrease in the
              Company's convertible  subordinated debentures outstanding and the
              accelerated   amortization   of  offering  costs  related  to  the
              Company's  purchase  of its  convertible  subordinated  debentures
              during the first  quarters of Fiscal Years 1996 and 1995,  as well
              as the  increase in interest  rates  available  for the  Company's
              invested  funds in the first half of Fiscal Year 1996. The Company
              recorded  accelerated  offering cost  amortization  of $23,000 and
              $64,000  in  the  first  half  of  Fiscal  Years  1996  and  1995,
              respectively.  The Company  retired the remaining  $844,000 of its
              convertible  subordinated debentures on April 15, 1995, leaving no
              outstanding debt as of July 30, 1995.

              The  Company's  effective  tax rate for the first two  quarters of
              Fiscal  Year 1996 is 39% versus an  effective  tax rate of 34% for
              the  comparable  period of the prior  fiscal year.  The  increased
              effective  tax  rate is due to a  reduced  level  of  current  tax
              credits  available  to  offset  income  taxes on  current  taxable
              income.

              The overall  increase in net income from the prior  fiscal year is
              primarily due to the significant increase in the sales of wireless
              communications  products at higher  operating  income margins,  as
              well as  increased  net  interest  income,  partially  offset by a
              higher effective income tax rate.


       (b)    Financial Condition

              The  Company  signed  a  loan  agreement  with  a  bank  effective
              September  26,  1994.  The loan  agreement  consists  of (1) an $8
              million  revolving  credit facility,  which expires  September 30,
              1996, and (2) a $5 million guidance line of credit,  which expires
              September 30, 1995. The revolving credit facility and the guidance
              line of credit are unsecured  provided that the Company  maintains
              certain  covenants.  Currently,  management  anticipates that cash
              flow will remain at a level which will enable the Company to avoid
              utilizing the credit  facility except to support letters of credit
              and  acquisition  financing,  and that the Company will be able to
              purchase  investments on a regular  basis.  The Company's cash and
              investment  balances  averaged  $10.6  million  during  the second
              quarter  of  Fiscal  Year  1996.  However,  maintaining  such cash
              balances is  predicated  on the Company  maintaining  its business
              base  and is  subject  to the  cost of  financing  new  contracts,
              acquisitions,  and software product  development costs for Comarco
              Wireless Technologies, Inc. and LCTI, Inc.

              During the  second  quarter of Fiscal  Year  1996,  the  Company's
              average days' sales in accounts  receivable  have remained  steady
              from the prior fiscal year's levels, at approximately 46 days.

              Several additional key factors indicating the Company's  financial
              condition include:

                                        July 30, 1995           January 31, 1995
                                        -------------           ----------------

              Current ratio                      2.82                       2.66
              Working capital            $ 12,894,000               $ 12,394,000
              Debt to equity                        0                        .05
              Book value per share              $4.10                      $3.74

              The Company  continues to  demonstrate  improvements  in the above
              financial  factors  during the first two  quarters  of fiscal year
              1996,  primarily due to increased operating margins from increased
              sales of wireless communications products.

              The  Company   has  two   significant   commitments   for  capital
              expenditures at July 30, 1995 for Comarco  Wireless  Technologies,
              Inc. and LCTI,  Inc. In February 1994,  the Company  embarked on a
              multi-year  software product  development  program in its wireless
              communications  products  business.  During this time, the Company
              intends to develop over two dozen new product line  extensions for
              the  wireless  communications   industry.  This  software  product
              development  program is expected  to be funded from the  Company's
              current  working  capital.  In  addition,   the  Company  is  also
              investing in development of the next generation of  Computer-Aided
              Software  Engineering (CASE) tools for test program engineers sold
              by  its  newly  acquired   subsidiary,   LCTI,  Inc.  The  amounts
              capitalized and amortized in accordance with Financial  Accounting
              Standard No. 86,  Accounting for the Costs of Computer Software to
              be Sold, Leased, or Otherwise  Marketed,  totaled $1.2 million and
              $.6 million, respectively in the first two quarters of Fiscal Year
              1996.

              The  Company's   Board  of  Directors   has   authorized  a  stock
              re-purchase  program  of up to  1,000,000  shares.  As of July 30,
              1995,  the Company  has  re-purchased  and  retired  approximately
              796,000  shares.  The  average  price paid per share  re-purchased
              under the program was $4.75.

              The  Company  redeemed  the  remaining   $844,000  of  outstanding
              convertible   subordinated   debentures  in  accordance  with  the
              provisions of the debenture agreement on April 15, 1995.

              On May 26, 1995,  the Company was notified by the Navy that it was
              not  successful  in the  Naval  Air  Warfare  Center,  China  Lake
              contract competition. Activity on this contract will substantially
              end on September 30, 1995. While the Company does anticipate lower
              revenues  and profits due to this  decision,  the Company does not
              anticipate  a  proportional  negative  impact to its  liquidity or
              capital resources.

              The  Company  believes  that its cash  flows from  operations  and
              available  bank  borrowings  will be  sufficient  to  satisfy  the
              current and anticipated capital requirements for operations.

<PAGE>
PART II - OTHER INFORMATION

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

       (a)    Exhibits

              The following exhibits are included herewith:

              ll. Schedule of Computation of Net Income Per Share

       (b)    Reports on Form 8-K

              On June 2, 1995,  the Company  filed a current  Report on Form 8-K
              reporting  that the Company had not been selected for award of the
              engineering  services  contract  to support  the Naval Air Warfare
              Center at China Lake, California,  and enclosed a press release of
              May 26, 1995 to that effect.


<PAGE>

                                   SIGNATURE



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.




                                                 COMARCO, Inc.
                                           -------------------------
                                                       (Registrant)




September 13, 1995




                                THOMAS P. BAIRD
                            ----------------------- 
                              Thomas P. Baird
                            Chief Financial Officer
              (Authorized Officer and Principal Financial Officer)

<TABLE>

                                   Exhibit ll

                SCHEDULE OF COMPUTATION OF NET INCOME PER SHARE


                                                      Two Quarters Ended
                                               ---------------------------------
                                               July 30, 1995       July 31, 1994
                                               --------------      -------------
<S>                                            <C>                 <C>
PRIMARY

Net income                                     $   1,676,000       $   1,334,000
Less - net income allocated to subsidiary      
    dilutive stock options outstanding               (31,000)                 -
                                               --------------      -------------
Net income used in calculation of primary
    income per share                           $   1,645,000       $   1,334,000
                                               =============       =============


Weighted average number of common shares
    outstanding during the period                  4,608,000           4,797,000

Add - common  equivalent  shares
    (determined using the "treasury stock"
    method)representing shares issuable
    upon exercise of stock options                   341,000             180,000
                                               -------------       -------------

Weighted average number of shares used in
    calculation of primary income per share        4,949,000           4,977,000
                                               =============       =============

Primary income per common share                $         .33       $         .27
                                               =============       =============

                        
FULLY DILUTED

Net income used in calculation of primary
    income per share                           $   1,645,000       $   1,334,000
                                               =============       =============

Weighted average number of common shares
    outstanding during the period                  4,608,000           4,797,000

Add - common  equivalent  shares
    (determined using the "treasury stock"
    method)representing shares issuable
    upon exercise of stock options                   341,000             181,000
                                               -------------       -------------

Weighted average number of shares used in
    calculation of fully diluted income
    per share                                      4,949,000           4,978,000
                                               =============       =============


Fully diluted income per common share          $         .33       $         .27
                                               =============       =============
</TABLE>


<TABLE> <S> <C>

<ARTICLE>             5
<MULTIPLIER>          1,000
       
<S>                                     <C>
<PERIOD-TYPE>                           6-MOS
<FISCAL-YEAR-END>                       JAN-31-1996
<PERIOD-END>                            JUL-30-1995
<CASH>                                                                    7,183
<SECURITIES>                                                              3,512
<RECEIVABLES>                                                             8,881
<ALLOWANCES>                                                                  0
<INVENTORY>                                                                   0
<CURRENT-ASSETS>                                                         19,975
<PP&E>                                                                    1,157
<DEPRECIATION>                                                                0
<TOTAL-ASSETS>                                                           26,512
<CURRENT-LIABILITIES>                                                     7,081
<BONDS>                                                                       0
<COMMON>                                                                    462
                                                         0
                                                                   0
<OTHER-SE>                                                               18,480
<TOTAL-LIABILITY-AND-EQUITY>                                             26,512
<SALES>                                                                   6,385
<TOTAL-REVENUES>                                                         34,574
<CGS>                                                                     2,848
<TOTAL-COSTS>                                                            32,058
<OTHER-EXPENSES>                                                         10,342
<LOSS-PROVISION>                                                              0
<INTEREST-EXPENSE>                                                         (232)
<INCOME-PRETAX>                                                           2,748
<INCOME-TAX>                                                              1,072
<INCOME-CONTINUING>                                                       1,676
<DISCONTINUED>                                                                0
<EXTRAORDINARY>                                                               0
<CHANGES>                                                                     0
<NET-INCOME>                                                              1,676
<EPS-PRIMARY>                                                               .33
<EPS-DILUTED>                                                               .33
<FN>
NOTE:  RECEIVALBES AND PP&E VALUES REPORTED REPRESENT NET AMOUNTS.
</FN>
        

</TABLE>


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