PRE PAID LEGAL SERVICES INC
10-Q, 1997-10-31
INSURANCE CARRIERS, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 
     For the quarterly period ended September 30, 1997

                                       or

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

     For the transition period from __________ to __________

Commission File Number:    1-9293

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


                          PRE-PAID LEGAL SERVICES, INC.
             (Exact name of registrant as specified in its charter)

               Oklahoma                                      73-1016728
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                       Identification No.)


         321 East Main Street
            Ada, Oklahoma                                   74821-0145
(Address of principal executive offices)                    (Zip Code)

                                    (405) 436-1234
                  (Registrants' 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 ___

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock as of October 24, 1997:

        Common Stock            $.01 par value               22,375,758


<PAGE>




                          PART I. FINANCIAL INFORMATION



                          ITEM 1. FINANCIAL STATEMENTS


<PAGE>


                          PRE-PAID LEGAL SERVICES, INC.
                           CONSOLIDATED BALANCE SHEETS
                      (Amounts in 000's, except par values)

                                     ASSETS

                                                        
                                                      September 30, December 31,
                                                           1997         1996
                                                      ------------  -----------
                                                       (Unaudited)
Current assets:
  Cash ...............................................   $20,959      $14,831
  Held-to-maturity short-term investments ............       500          500
  Accrued membership income ..........................     2,108        1,710
  Commission advances - current portion ..............    14,042        9,108
                                                         -------      -------
     Total current assets ............................    37,609       26,149
  Held-to-maturity investments .......................     3,493        1,757
  Investments pledged ................................     2,772        2,772
  Commission advances, net ...........................    33,543       21,744
  Property and equipment, net ........................     3,181        2,955
  Other ..............................................     2,146        2,155
                                                         -------      -------
     Total assets ....................................   $82,744      $57,532
                                                         =======      =======
                                                                               


                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Membership benefits.................................   $ 2,557      $ 1,862
  Accounts payable and accrued expenses...............     1,793          912
                                                         -------      -------
   Total current liabilities..........................     4,350        2,774
Deferred income taxes.................................    16,456        9,284
                                                         -------      -------
    Total liabilities.................................    20,806       12,058
                                                         =======      =======
Stockholders' equity:
  Preferred stock, $1 par value; authorized 400
   shares; issued and
   outstanding as follows:
    $3.00 Cumulative Convertible Preferred Stock,
     authorized 5 shares; 5 shares outstanding; 
     liquidation value of $77 at September 30, 1997                             
     and $84 at December 31, 1996, respectively.......         5            5
  Special preferred stock, $1 par value; authorized
   500 shares, issued and
   outstanding in one series designated as follows:
    $1.00 Non-Cumulative Special Preferred Stock, 31
     and 32 shares authorized, issued and outstanding
     at September 30, 1997 and December 31, 1996, 
     respectively; liquidation value of $413 at
     September 30, 1997 and $430 at December 31, 1996.        31           32
  Common stock, $.01 par value; 100,000 shares
   authorized; 23,017 and 22,459 issued at September 30,
   1997 and December 31, 1996, respectively...........       230          225
  Capital in excess of par value......................    44,190       41,039
  Retained earnings...................................    19,659        6,350
  Less: Treasury stock, at cost; 747 shares...........    (2,177)      (2,177)
                                                        --------     -------- 
   Total stockholders' equity.........................    61,938       45,474
                                                        --------     --------
    Total liabilities and stockholders' equity........  $ 82,744     $ 57,532
                                                        ========     ========

   The accompanying notes are an integral part of these financial statements.

<PAGE>

                       PRE-PAID LEGAL SERVICES, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                 (Amounts in 000's, except per share amounts)
                                 (Unaudited)



                                                          Nine Months Ended
                                                            September 30,
                                                        ----------------------
                                                           1997         1996
                                                        ---------     --------
 Revenues:
  Membership premiums................................    $ 54,758     $ 35,941
  Associate services.................................       8,777        4,246
  Interest income....................................       1,152          960
  Other..............................................       1,436        1,291
                                                         --------     --------
                                                           66,123       42,438
                                                         --------     --------

Costs and expenses:
  Membership benefits................................      18,110       11,987
  Commissions........................................      11,988        8,104
  General and administrative.........................       6,215        4,501
  Associate services and direct marketing expenses...       8,141        3,354
  Depreciation.......................................         508          394
  Premium taxes......................................         670          276
                                                         --------     --------
                                                           45,632       28,616
                                                         --------     --------

Income before income taxes...........................      20,491       13,822
Provision for income taxes...........................       7,172        4,838
                                                         --------     --------
Net income...........................................      13,319        8,984
Less dividends on preferred shares...................          10           11
                                                         --------     --------
Net income applicable to common shares...............    $ 13,309     $  8,973
                                                         ========     ========

Earnings per common and common equivalent share......    $    .59     $    .40
                                                         ========     ========
Earnings per common share - assuming full dilution...    $    .59     $    .40
                                                         ========     ========

   The accompanying notes are an integral part of these financial statements.

<PAGE>

  
                          PRE-PAID LEGAL SERVICES, INC.
                      CONSOLIDATED STATEMENTS OF INCOME
                 (Amounts in 000's, except per share amounts)
                                 (Unaudited)



                                                         Three Months Ended
                                                            September 30,
                                                         --------------------
                                                          1997         1996
                                                         -------     --------
Revenues:
  Membership premiums................................   $ 20,149     $ 13,376
  Associate services.................................      3,142        1,392
  Interest income....................................        407          363
  Other..............................................        501          416
                                                        --------     --------
                                                          24,199       15,547
                                                        --------     --------
Costs and expenses:
  Membership benefits................................      6,476        4,408
  Commissions........................................      4,418        3,063
  General and administrative.........................      2,232        1,703
  Associate services and direct marketing expenses...      3,041        1,132
  Depreciation.......................................        183          128
  Premium taxes......................................        182          107
                                                        --------     --------
                                                          16,532       10,541
                                                        --------     --------

Income before income taxes...........................      7,667        5,006
Provision for income taxes...........................      2,684        1,752
                                                        --------     --------
Net income...........................................      4,983        3,254
Less dividends on preferred shares...................          3            3
                                                        --------     --------
Net income applicable to common shares...............   $  4,980     $  3,251
                                                        ========     ========

Earnings per common and common equivalent share......   $    .22    $     .15
                                                        ========    =========
Earnings per common share - assuming full dilution...   $    .22    $     .15
                                                        ========    =========

   The accompanying notes are an integral part of these financial statements.


<PAGE>


                         PRE-PAID LEGAL SERVICES, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Amounts in 000's)
                                 (Unaudited)



                                                          Nine Months Ended
                                                            September 30,
                                                        ---------------------
                                                          1997         1996
                                                        --------     --------
Cash flows from operating activities:
Net income...........................................   $ 13,319     $  8,984
Adjustments to reconcile net income to net cash
  provided by operating activities:
   Depreciation......................................        508          394
   Provision for deferred income taxes...............      7,172        4,838
   Provision for associate stock options.............        100          318
   Increase in accrued membership income.............       (398)        (248)
   Increase in commission advances...................    (16,733)     (14,004)
   Decrease (increase) in other assets...............          9         (354)
   Increase in membership benefits payable...........        695          285
   Increase (decrease) in accounts payable and               
     accrued expenses................................        781         (165)
                                                        --------     -------- 
    Net cash provided by operating activities........      5,453           48
                                                        --------     --------

Cash flows from investing activities:
  Additions to property and equipment................       (734)        (450)
  Purchases of investments...........................     (1,851)      (1,082)
  Maturities of investments..........................        115          400
                                                        --------     --------
    Net cash used in investing activities............     (2,470)      (1,132)
                                                        --------     -------- 

Cash flows from financing activities:
  Proceeds from sale of common and preferred stock...      3,155        1,735
  Dividends paid on preferred stock..................        (10)         (11)
                                                        --------     -------- 
    Net cash provided by financing activities........      3,145        1,724
                                                        --------     --------

Net increase in cash.................................      6,128          640
Cash at beginning of period..........................     14,831       14,489
                                                        --------     --------
Cash at end of period................................   $ 20,959     $ 15,129
                                                        ========     ========

Supplemental disclosure of cash flow information:
  Cash paid for interest.............................   $      6     $      1
                                                        ========     ========

   The accompanying notes are an integral part of these financial statements.

<PAGE>

                       PRE-PAID LEGAL SERVICES, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                 (Amounts in 000's, except per share amounts)
                                 (Unaudited)



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

         The  consolidated  balance sheet as of September 30, 1997,  the related
statements of income for the three-month and nine-month  periods ended September
30, 1997 and 1996 and the  statements of cash flows for the  nine-month  periods
ended  September 30, 1997 and 1996 are unaudited;  in the opinion of management,
all adjustments  necessary for a fair presentation of such financial  statements
have been included.

         These financial statements and notes are prepared pursuant to the rules
and regulations of the Securities and Exchange  Commission for interim reporting
and should be read in conjunction  with the Company's  financial  statements and
notes included in the 1996 Annual Report on Form 10-K. Certain reclassifications
have been made to conform to current year presentation.

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

         Statement of Financial  Accounting  Standards 128,  Earnings Per Share,
("SFAS  128")  was  issued  in  February,  1997.  This  statement  provides  new
accounting  and reporting  standards for earnings per share and will replace the
currently  used  primary  and fully  diluted  earnings  per share with basic and
diluted  earnings per share.  Basic earnings per share excludes  dilution and is
computed by dividing  income  available to common  shareholders  by the weighted
average number of common shares outstanding for the period. Diluted earnings per
share  represents  the potential  dilution that could occur if all stock options
and other stock-based awards, as well as convertible securities,  were exercised
and converted into common stock. SFAS 128, effective for year-end 1997 financial
statements,  requires  that prior period  earnings  per share be  restated.  The
Company does not expect  adoption of this statement to have a material impact on
earnings per common share amounts.

         Statement   of   Financial    Accounting   Standards   130,   Reporting
Comprehensive  Income,  ("SFAS 130") was issued in June,  1997.  This  statement
establishes  standards for reporting and display of comprehensive income and its
components in a full set of general-purpose financial statements. This statement
requires  that all items that are  required to be  recognized  under  accounting
standards  as  components  of  comprehensive  income be  reported in a financial
statement  that is  displayed  with  the  same  prominence  as  other  financial
statements.  SFAS 130,  effective for fiscal years  beginning after December 15,
1997,  requires  reclassification  of financial  statements for earlier  periods
provided for comparative purposes.  The Company does not expect adoption of this
statement to have a material impact on earnings per common share amounts.


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

RESULTS OF OPERATIONS

FIRST NINE MONTHS OF 1997 COMPARED TO FIRST NINE MONTHS OF 1996

         The Company  reported net income  applicable  to common shares of $13.3
million,  or $.59 per share,  assuming full dilution,  for the nine months ended
September  30,  1997  compared  to $9.0  million,  or $.40  per  share,  for the
comparable  period  of 1996.  As a  percentage  of total  revenues,  net  income
applicable to common shares was 20% in the nine months ended September 30, 1997,
down slightly  from 21% in the  comparable  period of 1996.  The decline in this
margin is primarily  attributable  to  increased  expenses  associated  with the
implementation of a new program which became available in January, 1997. The new
combination  classroom and field training program,  titled Fast Start to Success
("Fast  Start"),  is aimed at increasing the level of new  membership  sales per
associate.  The  positive  impact of the program is reflected in the increase in
new  memberships  written  and new sales  associates  recruited  per Fast  Start
associate.



<PAGE>


         Revenues  rose 56% to $66.1  million  from $42.4  million for the prior
year's comparable  period.  Income before income taxes for the first nine months
of 1997 increased 48% to $20.5 million, or 31% of revenues,  from $13.8 million,
or 33% of revenues for the comparable period of 1996.

         Membership  premiums totaled $54.8 million during the first nine months
of 1997  compared to $35.9  million for the same period of 1996,  an increase of
52%. The increase in  membership  premiums was primarily the result of increased
new  membership  sales  resulting in a higher  number of active  memberships  in
force.  New  membership  sales during the first nine months of 1997 were 208,087
compared to 142,429 during the 1996 period, an increase of 46%. At September 30,
1997,  there were 392,791  active  memberships  in force  compared to 273,211 at
September 30, 1996, an increase of 44%.  Membership premiums and their impact on
total  revenues  in any period are  determined  directly by the number of active
memberships in force during any such period.  The active membership in force are
determined  by both the number of new  memberships  sold in any period  together
with the persistency,  or renewal rate, of existing  memberships.  The Company's
overall  membership  persistency rate varies based on, among other factors,  the
relative  age of total  memberships  in force.  From 1981 through the year ended
December 31, 1996,  the  Company's  annual  memberships  persistency  rates have
averaged approximately 76%.

         Associate  services  revenue  increased from $4.2 million for the first
nine months of 1996 to $8.8 million  during the same period of 1997 primarily as
a result of Fast Start which resulted in the Company receiving  training fees of
approximately  $4.0  million  during the first nine  months of 1997.  Fast Start
requires a training fee of $184 per new associate and upon successful completion
of the program provides for the payment of certain training bonuses. In order to
be deemed successful for Fast Start purposes, the new associate must write three
new  memberships  and  recruit  one new  sales  associate  within 15 days of the
associate's Fast Start training. The $4.0 million in training fees was comprised
of $184 from each of  approximately  19,850 new sales  associates who elected to
participate  in Fast Start and training  fees of $25 from each of  approximately
14,500  existing  associates  who  participated  in the program.  New associates
enrolled during the first nine months of 1997 were 43,861 compared to 54,228 for
the same  period of 1996,  a decrease of 19%.  Future  revenues  from  associate
services will depend primarily on the number of new associates  enrolled and the
number who choose to  participate  in the Company's  training  program,  but the
Company  expects that such revenues  will  continue to be largely  offset by the
direct and  indirect  cost to the Company of training  bonuses  paid,  providing
associate services and other direct marketing expenses.

         Interest  income  increased 20% to $1.2 million  during the nine months
ended September 30, 1997 from $1.0 million for the comparable  period of 1996 as
a result of increases in the average investments outstanding and higher interest
rates on investments.  At September 30, 1997 the Company  reported $27.7 million
in cash and investments compared to $19.6 million at September 30, 1996.

         Membership  benefits totaled $18.1 million for the first nine months of
1997  compared to $12.0 million for the same period of 1996, an increase of 51%.
However,  the loss ratio  (membership  benefits as a  percentage  of  membership
premiums)  for the 1997  period  remained  level  with the  loss  ratio  for the
comparable  period of 1996 at 33%. The loss ratio is expected to remain near 35%
as the portion of active  memberships  which  provide  for a  capitated  benefit
continues to increase.

         Commissions  were  $12.0  million  for the  first  nine  months of 1997
compared  to $8.1  million  for the same  period of 1996,  but  decreased,  as a
percentage of membership  premiums,  from 23% to 22%.  Commission  expense, as a
percentage of membership premiums, is expected to gradually increase to near 25%
of membership  premiums in future years as a result of changes in the commission
structure for memberships sold after March 1, 1995.

         General and administrative expenses during the 1997 and 1996 nine month
periods were $6.2 million and $4.5 million,  respectively,  and  represented 11%
and 13% of membership premiums for such periods.  These expenses are expected to
remain at or near these  levels  and  gradually  decrease  when  expressed  as a
percentage  of  membership  premiums as a result of certain  economies  of scale
pertaining to the Company's operations.


<PAGE>


         Associate  services  and direct  marketing  expenses  increased to $8.1
million for the first nine months of 1997 from $3.4  million for the same period
of 1996  primarily  as a result of  approximately  $3.0  million  in Fast  Start
training bonuses paid,  additional costs of supplies due to increased  purchases
by associates and higher staffing requirements.  These expenses also include the
costs of providing associate services and marketing costs other than commissions
which are directly associated with new membership sales.

         Due to property and equipment  additions,  depreciation  increased from
$394,000  during the first nine  months of 1996 to  $508,000  for the first nine
months of 1997. Premium taxes increased to $670,000 during the first nine months
of 1997 from $276,000 for the comparable period of 1996,  largely as a result of
a $200,000 accrual related to a prior year tax assessment.

         The Company's expense ratio, which represents commissions,  general and
administrative  expenses  and  premium  taxes  as  a  percentage  of  membership
premiums,  was 34% for the first  nine  months of 1997  compared  to 36% for the
comparable  period of 1996 resulting in a combined loss and expense ratio of 67%
for the first nine  months of 1997  compared to 69% for the same period of 1996.
The combined ratio does not measure total profitability because it does not take
into account all revenues and expenses.

         The Company has  recorded a provision  for income taxes of $7.2 million
(35% of pretax  income)  for the first  nine  months  of 1997  compared  to $4.8
million  (35% of pretax  income) for the same period of 1996.  The 1997 and 1996
provision  reflect the Company's  expectation  that it more likely than not will
not be able to  realize  the  future  tax  benefit  of its  net  operating  loss
carryforwards  primarily as a result of tax deductions  attributable to expected
levels of commissions to be paid on new membership sales.

         Dividends  paid on  outstanding  preferred  stock during the first nine
months of 1997 were $10,000  compared to $11,000 during the same period of 1996.
This decrease is  attributable  to the conversion of shares of $3.00  Cumulative
Convertible Preferred Stock into common stock.

THIRD QUARTER OF 1997 COMPARED TO THE THIRD QUARTER OF 1996

         The results of operations in the third quarter of 1997, compared to the
third quarter of 1996, reflect increases in revenues and expenses primarily as a
result of the same factors  discussed in the comparison of the first nine months
of 1997 compared to the first nine months of 1996.

         Total  revenues  increased 56% or  approximately  $8.7 million to $24.2
million in the third  quarter  of 1997  compared  to $15.5  million in the third
quarter of 1996,  primarily as a result of increase in  membership  premiums The
membership  premium  increase of  approximately  51% primarily  resulted from an
increase in the number of average active memberships during the third quarter of
1997 compared to the similar period in 1996.

         Membership  benefits  totaled  $6.5  million in the 1997 third  quarter
compared to $4.4 million in the 1996 third  quarter and resulted in a loss ratio
of 32% and 33%, respectively.  The Company's expense ratio for the third quarter
of 1997  was 34%  compared  to 36% for the 1996  third  quarter  resulting  in a
combined loss and expense ratio of 66% for the third quarter of 1997 compared to
69% for the same  period of 1996.  The  combined  ratio does not  measure  total
profitability because it does not take into account all revenues and expenses.

         The  above  factors  resulted  in  a  1997  third  quarter  net  income
applicable  to common shares of $5.0  million,  or $.22 per share  assuming full
dilution,  compared to $3.3 million, or $.15 per share, for the third quarter of
1996.

LIQUIDITY AND CAPITAL RESOURCES

         Consolidated net cash provided by operating activities was $5.5 million
for the first nine months of 1997  compared to $48,000 for the 1996 period.  The
increase of $5.4 million in cash  provided by  operations  during the first nine
months of 1997  compared  to the same  period of 1996  resulted  primarily  from
increases in net income of $4.3 million,  increases in deferred  income taxes of
$2.3 million, increases in accounts payable and accrued expenses of $946,000 and
only  partially  reduced by an increase in  commission  advances of $2.7 million
related to the increase in new membership enrollments.


<PAGE>



         The  Company  had  consolidated  working  capital  of $33.3  million at
September 30, 1997, an increase of $9.9 million compared to consolidated working
capital of $23.4  million at December 31, 1996 and an increase of $10.7  million
compared to September 30, 1996 working capital of $22.6 million.

         The Company advances  significant  commissions at the time a membership
is sold.  During the nine months ended September 30, 1997, the Company  advanced
commissions of $27.6 million on new  membership  sales compared to $19.7 million
for the same period of 1996. Since  approximately 92% of membership premiums are
collected on a monthly basis, a significant  cash flow deficit is created at the
time a  membership  is sold.  This  deficit is reduced as monthly  premiums  are
remitted and no  additional  commissions  are paid on the  membership  until all
previous commission advances have been fully recovered. Commission advances were
subsequently  reduced by  commission  earnings of $10.6 million and $5.2 million
for the nine month periods ended September 30, 1997 and 1996, respectively.  The
Company  has  recorded an  allowance  of $3.7  million to provide for  estimated
uncollectible  balances  which includes an increase in the allowance of $300,000
during the nine months ended September 30, 1997.

         Although the Company is the operating entity in many jurisdictions, the
Company's  subsidiaries  serve as operating  companies  in various  states which
regulate  memberships as insurance or specialized  legal expense  products.  The
most significant of these wholly-owned subsidiaries are Pre-Paid Legal Casualty,
Inc.  ("PPLCI") and Pre-Paid Legal  Services,  Inc. of Florida  ("PPLSIF").  The
ability  of PPLCI and  PPLSIF to  provide  funds to the  Company is subject to a
number of  restrictions  under various  insurance laws in the  jurisdictions  in
which PPLCI and PPLSIF conduct business,  including limitations on the amount of
dividends  and  management  fees that may be paid and  requirements  to maintain
specified levels of capital and reserves.  In addition PPLCI will be required to
maintain its stockholders'  equity at levels sufficient to satisfy various state
regulatory requirements,  the most restrictive of which is currently $3 million.
Additional capital  requirements of either PPLCI or PPLSIF will be funded by the
Company in the form of capital contributions or surplus debentures.


<PAGE>



                           PART II. OTHER INFORMATION


ITEM 2. CHANGES IN SECURITIES.

(c)   Recent Sales of Unregistered Securities:

     On July 10, 1997, the Company issued to a current  non-employee  director a
     total of 3,500 shares of Common Stock upon exercise of outstanding warrants
     at a weighted average exercise price of $1.90 per share. Such warrants were
     issued by the  Company  during  1994 at the then  current  market  value in
     connection with the non-employee  director's  attendance at meetings of the
     Board of Directors.

     On August 12, 1997,  the Company issued to assignees of Roger T. Staubach a
     total of 3,000 shares of Common Stock upon exercise of outstanding warrants
     to  purchase  Common  Stock at an  exercise  price of $.50 per share.  Such
     warrants  were  issued by the  Company  during  1993 in  connection  with a
     marketing  services  agreement  entered  into  between  the Company and Mr.
     Staubach.

     On October 6, 1997,  the  Company  issued to the spouse and son of a former
     non-employee  director a total of 100,000  shares  (50,000  shares each) of
     Common Stock upon exercise of  outstanding  warrants at a weighted  average
     exercise price of $.50 per share.  Such warrants were issued by the Company
     during 1989 in connection with the non-employee  director's services to the
     Company.

     All  such  options  and  shares  of  Common   Stock  were  issued   without
     registration  under the Securities Act of 1933 in reliance on the exemption
     under Section 4(2) thereof.


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

(a) Exhibits: The following exhibits are filed as part of this Form 10-Q:

                No.        Description
                ----       ------------

                11.1       Statement Regarding Computation of Per Share Earnings

                27.1       Financial Data Schedule

(b) Reports on Form 8-K:  There were no reports on Form 8-K filed by the Company
    during the quarter ended September 30, 1997.


<PAGE>





                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                          PRE-PAID LEGAL SERVICES, INC.



Date: October 30, 1997                    /s/ HARLAND C. STONECIPHER
                                          --------------------------
                                          Harland C. Stonecipher
                                          Chairman and Chief Executive Officer
                                          (Principal Executive Officer)


Date: October 30, 1997                    /s/ RANDY HARP
                                          --------------------------   
                                          Randy Harp
                                          Chief Financial Officer and
                                          Chief Operating Officer
                                          (Principal Financial Officer)


Date: October 30, 1997                    /s/ KATHY PINSON
                                          ----------------
                                          Kathy Pinson
                                          Controller
                                          (Principal Accounting Officer)
  
<PAGE>


                                  EXHIBIT INDEX


  No.                        Description
  ---                        -----------


 11.1        Statement Regarding Computation of Per Share Earnings

 27.1        Financial Data Schedule


<PAGE>







                                  EXHIBIT 11.1

<PAGE>


                                  EXHIBIT 11.1

                        PRE-PAID LEGAL SERVICES, INC.
                Statement re Computation of Per Share Earnings
                     (In 000's except per share amounts)


                                                         Nine Months Ended
                                                            September 30,
                                                         -------------------
                                                           1997        1996
                                                         --------    -------
PRIMARY EARNINGS PER SHARE:

Computation for Statement of Income
Earnings:
Income applicable to common shares (a)...............   $ 13,309    $  8,973
                                                        ========    ========

Shares:
Weighted average shares outstanding, (net of 747
  shares of treasury stock) disregarding exercise of      22,043      21,230
  options or conversion of preferred stock...........
Assumed dilutive conversion of preferred stock.......        112         149
Assumed exercise of options and warrants based on the
  treasury stock                                            
  method using average market price..................        355         966
                                                        --------    --------
Weighted average number of shares, as adjusted.......     22,510      22,345
                                                        ========    ========

Earnings per share (a)...............................   $    .59    $    .40
                                                        ========    ========

FULLY DILUTED EARNINGS PER SHARE:

Computation for Statement of Income
Earnings:
Income applicable to common shares (a)...............   $ 13,309    $  8,973
                                                        ========    ========

Shares:
Weighted average shares outstanding, (net of 747
  shares of treasury stock) disregarding exercise of      22,043      21,230
  options or conversion of preferred stock ..........
Assumed dilutive conversion of preferred stock.......        112         149
Assumed exercise of options and warrants based on the
  treasury stock                                             
  method using closing market price if higher than
  average market price...............................        453         966
                                                        --------    --------
Weighted average number of shares, as adjusted.......     22,608      22,345
                                                        ========    ========

Earnings per share (a)...............................   $    .59    $    .40
                                                        ========    ========



(a)  These amounts agree with the related amounts in the statements of income.

<PAGE>


                                EXHIBIT 11.1
                                 (continued)

                        PRE-PAID LEGAL SERVICES, INC.
                Statement re Computation of Per Share Earnings
                     (In 000's except per share amounts)
                                                         Three Months Ended
                                                            September 30,
                                                         ------------------
                                                          1997        1996
                                                         ------      ------
 PRIMARY EARNINGS PER SHARE:
 
 Computation for Statement of Income
Earnings:
Income applicable to common shares (a)...............   $  4,980    $  3,251
                                                        ========    ========

 Shares:
Weighted average shares outstanding, (net of 747
  shares of treasury stock) disregarding exercise of      22,256      21,505
  options or conversion of preferred stock...........
Assumed dilutive conversion of preferred stock.......        108         139
Assumed exercise of options and warrants based on the
  treasury stock                                           
  method using average market price..................        306         711
                                                        --------    --------
Weighted average number of shares, as adjusted.......     22,670      22,355
                                                        ========    ========

Earnings per share (a)...............................   $    .22    $    .15
                                                        ========    ========

FULLY DILUTED EARNINGS PER SHARE:

Computation for Statement of Income
Earnings:
Income applicable to common shares (a)...............   $  4,980    $  3,251
                                                        ========    ========

Shares:
Weighted average shares outstanding, (net of 747
  shares of treasury stock) disregarding exercise of      
  options or conversion of preferred stock ..........     22,256      21,505
Assumed dilutive conversion of preferred stock.......        108         139
Assumed exercise of options and warrants based on the
  treasury stock                                            
  method using closing market price if higher than
  average market price...............................        348         711
                                                        --------    --------
Weighted average number of shares, as adjusted.......     22,712      22,355
                                                        ========    ========

Earnings per share (a)...............................   $    .22    $    .15
                                                        ========    ========


 
(a)  These amounts agree with the related amounts in the statements of income.


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
          This schedule contains summary financial information extracted from
          the September 30, 1997 financial statements contained in Form 10-Q
          and is qualified in its entirety by reference to such financial
          statements.                                  
</LEGEND>
<CIK>                                          0000311657                    
<NAME>                                         Pre-Paid Legal Services, Inc.
<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S. Dollars
       
<S>                                            <C>
<PERIOD-TYPE>                                  9-MOS  
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JUL-01-1997
<PERIOD-END>                                   SEP-30-1997
<EXCHANGE-RATE>                                1
<CASH>                                         20,959
<SECURITIES>                                   0
<RECEIVABLES>                                  2,018
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               37,609
<PP&E>                                         3,181
<DEPRECIATION>                                 0
<TOTAL-ASSETS>                                 82,744
<CURRENT-LIABILITIES>                          4,350
<BONDS>                                        0
                          0
                                    36
<COMMON>                                       230
<OTHER-SE>                                     61,672
<TOTAL-LIABILITY-AND-EQUITY>                   82,744
<SALES>                                        54,758
<TOTAL-REVENUES>                               66,123
<CGS>                                          0
<TOTAL-COSTS>                                  45,632
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                20,491
<INCOME-TAX>                                   7,172
<INCOME-CONTINUING>                            13,319
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   13,309
<EPS-PRIMARY>                                  .59
<EPS-DILUTED>                                  .59
        



</TABLE>


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