LOJACK CORP
10-Q, 1996-01-12
COMMUNICATIONS EQUIPMENT, NEC
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<PAGE>
 
               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 
         ACT OF 1934

For the quarterly period ended     November 30, 1995
                               -------------------------------
                                   or

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

For the transition period from _______________  to ________________

Commission File Number  2-74238-B
                        ---------
 
                         LOJACK CORPORATION
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)

     Massachusetts                                 04-2664794
- --------------------------------------------------------------------------------
(State or other jurisdiction of                 I.R.S. Employer
 incorporation or organization)              Identification Number

    333 Elm Street                 Dedham, Massachusetts     02026
- --------------------------------------------------------------------------------
(Address of principal executive offices)                      (ZIP Code)

                            617 326 4700
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

- --------------------------------------------------------------------------------
          (Former name, former address and former fiscal year, if changed
       since last report)

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 ____
                                                                ----

                      APPLICABLE ONLY TO ISSUERS INVOLVED
                       IN BANKRUPTCY PROCEEDINGS DURING
                           THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and 
reports required to be filed by Sections 12, 13 or 15(d) of the Securities 
Exchange Act of 1934 subsequent to the distribution of securities under a 
plan confirmed by a court.  Yes ____  No ____

                 APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's class 
of common stock, as of the lastest practicable date.

                        21,830,016 at January 10, 1996
                        ------------------------------
<PAGE>
 
                      LOJACK CORPORATION AND SUBSIDIARIES
                                     INDEX

<TABLE> 
<CAPTION> 
Part I.   Financial Information                                      Page  
                                                                     ----
<S>  <C>                                                             <C>       
     Item 1. Financia1 Statements:
           Consolidated Balance Sheets:
            November 30, 1995 and February 28,
            1995.......................................................1

           Consolidated Statements of Operations:
            Three Months Ended November 30, 1995 and 1994
            Nine Months Ended November 30, 1995 and 1994...............2

           Consolidated Statements of Cash Flows:
            Nine Months Ended November 30, 1995 and 1994...............4

           Notes to Consolidated Financial
            Statements.................................................6

     Item 2.
          Management's Discussion and Analysis of Results
          of Operations and Financial Condition........................8
 
Part II.  Other Information...........................................12

     Item 4.   Submission of Matters to a Vote of
                Security Holders
     Item 6(a) Exhibits and Reports on Form 8-K

          Signatures..................................................13

          Exhibit 11..................................................14

          Exhibit 27..................................................18
</TABLE> 
<PAGE>
 
                     LOJACK CORPORATION AND SUBSIDIARIES 
                          CONSOLIDATED BALANCE SHEETS

                              ASSETS                                  


<TABLE> 
<CAPTION> 
                                             November 30,    February 28,
                                                 1995           1995
                                              ----------      --------
                                              (Unaudited)
<S>                                          <C>           <C> 
CURRENT ASSETS:
   Cash and equivalents.......................$30,173,024  $21,665,908
   Accounts receivable-net....................  5,866,837    4,258,555
   Inventories................................  1,928,012    1,845,753
   Prepaid expenses and other assets..........     97,292       63,971
                                               ----------   ----------
       Total current assets................... 38,065,165   27,834,187
PROPERTY AND EQUIPMENT - NET..................  8,095,699    8,440,427
OTHER ASSETS-NET..............................    371,967      420,202
                                               ----------   ----------
       Total..................................$46,532,831  $36,694,816
                                               ==========   ========== 

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Current portion of 
    capital lease obligations ................$   530,712   $  651,854
   Accounts payable...........................  3,053,001    2,548,811
   Accrued compensation ......................    535,874      709,069
   Current portion of deferred revenue........    607,596      437,778
   Deposits in escrow.........................  1,460,635      718,668
   Accrued and other liabilities..............  1,067,522      800,260
                                                ---------    ---------
        Total current liabilities.............  7,255,340    5,866,440
                                                ---------    ---------

DEFERRED REVENUE..............................  1,601,686    1,164,411

LONG-TERM DEBT:
   Capital lease obligations..................    942,570      799,246
   10% convertible subordinated
    debentures................................                 100,000
                                                ---------    ---------

        Total long-term debt..................    942,570      899,246
                                                ---------    ---------

STOCKHOLDERS' EQUITY:
   Common stock - $.01 par value;
     authorized, 35,000,000 shares;
     issued, 21,769,966 and
     21,252,610 shares at November 30,
     1995 and February 28, 1995,
     respectively.............................    217,700       212,527
   Additional paid-in capital................. 54,583,413    53,046,416
   Deficit....................................(18,067,878)  (24,494,224)
                                               ----------    ----------
   Total stockholders' equity................. 36,733,235    28,764,719
                                               ----------    ----------
        Total.................................$46,532,831   $36,694,816
                                               ==========    ==========
</TABLE> 

See notes to consolidated financial statements.


                                   -1-
<PAGE>
 
                  LOJACK CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE> 
<CAPTION> 
                                               Three Months Ended
                                               ------------------
                                           November 30,      November 30,
                                              1995              1994
                                            ----------       ---------
                                            (Unaudited)      (Unaudited)
<S>                                        <C>               <C> 
Revenues...................................$13,600,226       $12,009,297
Cost of Goods Sold.........................  6,233,187         5,776,359
                                             ---------         ---------
Gross Margin...............................  7,367,039         6,232,938
                                             ---------         ---------
Costs and Expenses:                                     
   System costs and research and                        
    development............................    302,453           173,811
   Sales & Marketing.......................  2,856,976         2,501,192
   General and administrative..............  1,333,491         1,187,835
   Depreciation and amortization...........    437,539           621,343
                                             ---------         ---------
      Total................................  4,930,459         4,484,181
                                             ---------         ---------
Operating Income ..........................  2,436,580         1,748,757
                                             ---------         ---------

Other Income (Expense):                                 
  Interest Income..........................    373,342           214,108
  Interest (Expense) ......................    (33,074)          (20,773)
  Other Income ............................    (26,484)           12,540
                                                ------            ------ 
     Total.................................    313,784           205,875
                                               -------           -------
Income before Provision for Income                      
 Taxes ....................................  2,750,364         1,954,632
Provision for Income Taxes.................    190,100           144,000
                                             ---------         ---------
Net Income ................................ $2,560,264        $1,810,632
                                             =========         =========
                                                        
Earnings per Common Share                               
 and Common Share Equivalent...............     $0.11             $0.08
                                                =====             =====
                                                        
Common Shares and Equivalents.............. 23,621,648        22,501,475
                                            ==========        ==========
</TABLE> 

See notes to consolidated financial statements.

                                  -2-
<PAGE>
 
                  LOJACK CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE> 
<CAPTION> 
                                               Nine Months Ended
                                               -----------------
                                           November 30,    November 30,
                                               1995            1994
                                            ----------      ---------
                                            (Unaudited)     (Unaudited)
<S>                                        <C>             <C> 
Revenues...................................$38,923,799      $31,005,930
Cost of Goods Sold......................... 17,995,078       15,703,640
                                            ----------       ----------
Gross Margin............................... 20,928,721       15,302,290
                                            ----------       ----------
Costs and Expenses:
   System costs and research and
    development............................    876,460          437,267
   Sales & Marketing.......................  8,615,921        7,045,358
   General and administrative..............  4,060,118        3,469,175
   Depreciation and amortization...........  1,400,790        1,739,011
                                             ---------        ---------
      Total................................ 14,953,289       12,690,811
                                            ----------       ----------
Operating Income ..........................  5,975,432        2,611,479
                                             ---------        ---------

Other Income (Expense):
  Interest Income .........................  1,066,950          523,237
  Interest (Expense) ......................   (120,313)        (280,789)
  Other Income.............................     36,378           61,650
                                               -------          ------- 
    Total..................................    983,015          304,098
                                               -------          -------

Income before Provision for Income
 Taxes ..................................... 6,958,447        2,915,577
Provision for Income Taxes.................    532,100          204,000
                                             ---------          -------

Net Income ..... ..........................  6,426,347        2,711,577

Cumulative undeclared preferred
 dividends for the period..................                    (425,563)
                                             ---------          -------

Net Income Applicable to
 Common Stockholders....................... $6,426,347       $2,286,014
                                             =========        =========

Earnings per Common Share
 and Common Share Equivalent:..............    $0.28             $ 0.11
                                                ====               ====

Common Shares and Equivalents.............. 23,279,021       20,215,067
                                            ==========       ==========
</TABLE> 

See notes to consolidated financial statements.

                                  -3-
<PAGE>
 
                      LOJACK CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE> 
<CAPTION> 
                                                 Nine Months Ended
                                                 -----------------
                                            November 30,    November 30,
                                                1995            1994
                                               ------          ------ 
                                            (Unaudited)      (Unaudited)
<S>                                        <C>              <C>   
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................... $6,426,347        $2,711,577
                                            ---------         ---------

Adjustments to reconcile net income
  to net cash provided by
  operating activities:
   Depreciation and amortization..........  2,015,000         2,141,460
   Increase (decrease) in cash from 
    changes in assets and liabilities:
       Accounts receivable-net............ (1,608,282)       (2,192,945)
       Inventories........................    (82,259)           22,079
       Prepaid expenses and other assets..    (33,321)           (7,400)
       Other assets.......................      1,067           (46,972)
       Accounts payable...................    504,190            40,909
       Accrued and other
         liabilities. ....................  1,443,126           814,611
                                            ---------           -------
     
         Total adjustments................  2,239,521           771,742
                                            ---------           -------
         Net cash provided by 
          operating activities............ $8,665,868        $3,483,319
                                            ---------         ---------
</TABLE> 

                                      -4-
<PAGE>
 
                  LOJACK CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Continued)

<TABLE> 
<CAPTION> 
                                               Nine Months Ended
                                               -----------------
                                           November 30,     November 30,
                                               1995             1994
                                              --------         ------ 
                                            (Unaudited)      (Unaudited)

<S>                                       <C>              <C> 
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for property and
   equipment - net........................$(  964,018)     $(1,701,737)
                                            ---------        --------- 
        Net cash used for investing
         activities....................... (  964,018)      (1,701,737)
                                            ---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock................  1,442,170       13,518,566
  Repayment of debt.......................   (636,904)        (548,297)
  Preferred dividends paid................                  (3,821,626)
  Other...................................                     (10,486)
                                            ---------        ---------
        Net cash provided by 
         financing activities.............    805,266        9,138,157
                                            ---------        ---------  


INCREASE IN CASH AND
 EQUIVALENTS.............................   8,507,116       10,919,739

BEGINNING CASH AND EQUIVALENTS...........  21,665,908        8,416,528
                                           ----------        ---------

ENDING CASH AND EQUIVALENTS............. $ 30,173,024      $19,336,267
                                           ==========       ==========
</TABLE> 



See notes to consolidated financial statements.

                                      -5-
<PAGE>
 
LOJACK CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   The accompanying consolidated financial statements and notes do not include
     all of the disclosures made in the Company's Annual Report to Stockholders,
     which should be read in conjunction with these statements. Certain fiscal
     1995 amounts have been reclassified to conform with the fiscal 1996
     presentation. In the opinion of the Company, the statements include all
     adjustments necessary for a fair presentation of the quarterly results and
     any and all such adjustments were of a normal recurring nature.

2.   The results of operations for the three and nine months ended November 30,
     1995 and 1994 are not necessarily indicative of the results to be expected
     for the full year.

3.   Supplemental cash flow information: 
     Cash paid for interest for the nine months ended November 30, 1995 and 1994
     was $121,000 and $612,000, respectively. Cash paid for income taxes for the
     nine months ended November 30, 1995 and 1994 were $388,000 and $38,000,
     respectively. For the nine months ended November 30, 1995 and 1994 the
     Company incurred capital lease obligations totaling $659,000 and $1,281,000
     respectively, under lease agreements for new vehicles and equipment.

4.   Earnings per share

     Earnings per share has been computed by dividing net earnings, after
     reduction for preferred stock dividends (when applicable), by the weighted
     average number of common shares and equivalents outstanding. Common share
     equivalents included in the computation represent shares issuable upon
     assumed exercise of stock options and stock purchase warrants (when
     applicable), which would have a dilutive effect.

     The number of common shares and equivalents for computing primary earnings
     per share for the three months ended November 30, 1995 and 1994 were
     23,621,648 and 22,501,475, respectively. For the nine months ended November
     30, 1995 and 1994, the number of common shares and equivalents used in
     computing primary earnings per share were 23,279,021 and 20,215,067,
     respectively. Fully diluted and primary earnings per share were the same
     for the three and nine months ended November 30, 1995 and 1994.

                                      -6-
<PAGE>
 
5.   Income Taxes

     The Company has available a net operating loss carryforward of $19,200,000
     at November 30, 1995. FASB 109 provides that a deferred tax asset should be
     recognized if it is "more likely then not" that the Company will realize
     the tax benefit of such carryforwards. The Company is presently evaluating
     its current tax provision in light of this criteria and, if appropriate,
     may reduce its provision in future quarters as the result of recording such
     a deferred asset.

                                      -7-
<PAGE>
 
Managements Discussion and Analysis of
Results of Operations and Financial Condition
November 30, 1995


Revenues increased by $1,591,000 and $7,918,000, or 13% and 26%, to $13,600,000
and $38,924,000 for the three and nine months ended November 30, 1995,
respectively, from $12,009,000 and $31,006,000 for the same periods a year
earlier. This increase can be attributed primarily to increased revenues from
the sales of LoJack Units and related products of $1,405,000 and $7,427,000 for
the three and nine months ended November 30, 1995 from the Company's existing
domestic markets as compared with the same periods a year earlier, as well as,
to a lesser extent, revenues related to the expansion markets of Connecticut
(March, 1995) and San Diego and Orange Counties in California (June, 1995) ("the
expansion markets"). Revenues generated from international licensing agreements
increased $186,000 and $491,000 for the three and nine months ended November 30,
1995 as compared to a year earlier. The increases in international revenues were
generated from both product sales and licensing fees.

Cost of goods sold as a percentage of revenues decreased to 46% for the three
and nine months ended November 30, 1995 from 48% and 51% of related revenues for
the same periods a year earlier. Domestically, cost of goods sold decreased to
46% and 47% of related revenues for the three and nine months ended November 30,
1995, respectively from 48% and 51%, respectively, for the same periods a year
earlier. This decrease is primarily the result of a decrease in the
manufacturing cost of a LoJack Unit as well as increased operating efficiencies
realized from economies of scale. Cost of goods sold related to revenues derived
from international licensing agreements decreased to 41% for the three months
ended November 30, 1995 from 46% a year earlier and decreased to 39% for the
nine months ended November 30, 1995 from 49% for the same period a year earlier.
These ratios fluctuate widely from quarter to quarter based upon the mix of
revenues from international product sales and licensing fees.

Systems costs and research and development increased by $129,000 and $439,000 to
$302,000 and $876,000 for the three and nine months ended November 30, 1995,
respectively, from $174,000 and $437,000, respectively for the same periods a
year earlier. These increases are the result of increased research and
development efforts related to improvements to the LoJack Systems (including the
next generation LoJack Unit and Stolen Vehicle Recovery System) as well as
increased systems maintenance and operating costs related to the LoJack System
in markets which were added during the prior fiscal year.

                                      -8-
<PAGE>
 
Sales and marketing expense increased by $356,000 and $1,571,000 to $2,857,000
and $8,616,000 for the three and nine months ended November 30, 1995 from
$2,501,000 and $7,045,000 for the same periods a year earlier. These increases
are primarily related to advertising and promotional expenses related to the
expansion markets as well as increased support and payroll costs related to
increased sales in existing domestic markets.

General and administrative expenses increased by $146,000 and $591,000 to
$1,333,000 and $4,060,000 for the three and nine months ended November 30,1995,
respectively, from $1,188,000 and $3,469,000 for the same periods a year
earlier. These increases are primarily the result of increased payroll costs and
support service expenses related to the increased level of business during these
fiscal periods as compared with the prior year, as well as expenses relating to
entering into international license agreements.

Depreciation and amortization decreased by $184,000 and $338,000 to $438,000 and
$1,401,000 for the three and nine months ended November 30,1995, respectively,
from $621,000 and $1,739,000 for the same periods a year earlier. These
decreases are the result of a significant amount of property and equipment
becoming fully depreciated during fiscal 1996, being offset partially by an
increase in depreciation expense on property additions related to expansion
markets in fiscal 1995 and 1996.

Interest and other income increased by $120,000 and $518,000 for the three and
nine months ended November 30, 1995, respectively, as compared with the same
periods a year earlier. This primarily is the result of an increase in cash
available for investment as well as an increase in interest rates earned on
investments during the periods.

Interest expense increased by $12,000 for the three months ended November 30,
1995 as compared with a year earlier as a result of interest expense on capital
lease additions during the quarter. Interest expense for the nine months ended
November 30, 1995, decreased by $160,000 as compared with a year earlier
primarily as the result of the absence in the nine month period ending November
30, 1995 of interest expense related to a third party guarantee under a former
line of credit.

Provision for income taxes increased by $46,000 and $328,000 for the three and
nine months ended November 30, 1995 as compared with the same periods a year
earlier as the result of the increase in the Company's taxable income during the
fiscal periods.
  
As a result of the foregoing, net income increased by $749,000 and $3,715,000 to
$2,560,000 and $6,426,000 for the three and nine months ended November 30, 1995,
respectively, from $1,811,000 and $2,711,000 for the same periods a year
earlier.

                                      -9-
<PAGE>
 
LIQUIDITY AND CAPITAL RESOURCES

As of November 30, 1995, the Company had working capital of $30,810,000 and an
unused line of credit of $4,500,000. The Company is currently finalizing a
renewal of the line of credit and an increase in available borrowings to
$7,500,000.

The Company is currently in negotiations with respect to expansion of the LoJack
System to several other jurisdictions. The Company expects that it will complete
negotiations and expand into certain new markets during fiscal 1997. Capital
expenditures, including those related to market expansions, budgeted for the
remainder of the fiscal year and for fiscal 1997 are estimated to be
approximately $500,000, and $3,000,000 respectively.

For the nine months ended November 30, 1995 the Company realized cash provided
by operations of $8,666,000, compared to $3,483,000 for the same period last
year. This increase is the result of both increased revenues and improved gross
margins on revenues primarily derived from the Company's domestic markets. The
Company believes that its operations, both domestic as well as international
licensing activities, will continue to provide strong cash flow in the future.

The Company continues to investigate possible investment opportunities utilizing
current resources including, but not limited to, possible acquisitions, of or
investments, in other companies in the security industry. To date, the Company
has taken no formal action in this regard. In addition, in December of 1995 the
Company's board of directors authorized a stock repurchase program under which
the Company may repurchase up to 2,200,000 (or approximately 10%) of its
currently outstanding shares of common stock. The Company plans to accomplish
the repurchase program in open market transactions, from time to time, depending
on the price of its stock. The Company plans to use its current working capital
and cash flow from operations to fund this repurchase program. As of January 8,
1996, no shares had been repurchased under this program.

The increase in the Company's accounts receivable of $1,608,282 to $5,866,837 at
November 30, 1995 from $4,258,555 at February 28, 1995 is consistent with the
increase in revenues. The increase in accounts payable of $504,190 to $3,053,001
at November 30, 1995 from $2,548,811 at February 28, 1995 is related to the
overall increase in business volume and increased media spending during the
third quarter of fiscal 1996 as compared with the fourth quarter of fiscal 1995.

                                      -10-
<PAGE>
 
The Company has available a net operating loss carryforward of $19,200,000 at
November 30, 1995. FASB 109 provides that a deferred tax asset should be
recognized if it is "more likely then not" that the Company will realize the tax
benefit of such carryforwards. The Company is presently evaluating its current
tax provision in light of this criteria and, if appropriate, may reduce its
provision in future quarters as the result of recording such a deferred asset.

The Company believes that its current working capital, cash flow from
operations, and its available line of credit will provide sufficient funding for
its stock repurchase program, capital expenditures and possible investment
opportunities.

                                      -11-
<PAGE>
 
PART II - OTHER INFORMATION

Item 1.     Not Applicable.

Item 2.     Not Applicable.

Item 3.     Not Applicable

Item 4.     Not Applicable

Item 5.     Not Applicable

Item 6.     Exhibits and Reports on Form 8-K.
     a.     11. Statement Regarding Computation of Per Share Earnings.
            27. Financial Data Schedule
     b.     No reports on Form 8-K were filed during the quarter for 
            which this report is filed.

                                      -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.

                                         LOJACK CORPORATION


January 8, l996                         /s/ C. Michael Daley
- -------------------------               --------------------
Date                                     C. Michael Daley
                                         President and Treasurer
                                         (Chief Executive Officer)


January 8, 1996                         /s/ Joseph F. Abely
- -------------------------               -------------------
Date                                     Senior Vice President and
                                         Chief Financial Officer
                                         (Principal Financial and
                                          Accounting Officer)

                                      -13-
<PAGE>
 
                      STATEMENT REGARDING COMPUTATION OF
                              PER SHARE EARNINGS

                                  EXHIBIT 11
    
<TABLE> 
<CAPTION> 
                                          Three Months Ended
                                          ------------------
                                       November 30,       November 30,
                                          1995              1994
                                          ----              ----
<S>                                    <C>              <C> 
Primary:
Earnings:
Net income                              $2,560,263      $1,810,632
                                         =========       =========


Shares:
Weighted average number of common
 shares outstanding                     21,653,866      21,186,964
Assumed exercise of options
 and warrants                            1,967,782       1,314,511
                                         ---------       ---------
Weighted average number of common
 shares for primary calculation         23,621,648      22,501,475
                                        ==========      ==========
Primary earnings
 per share:                                $0.11          $0.08
                                            ====           ==== 
</TABLE> 

                                      -14-
<PAGE>
 
                      STATEMENT REGARDING COMPUTATION OF
                              PER SHARE EARNINGS

                                  EXHIBIT 11
                                  (Continued)

<TABLE> 
<CAPTION> 
                                          Three Months Ended
                                          ------------------
                                       November 30,     November 30,
                                          1995             1994
                                          ----             ----
<S>                                   <C>              <C> 
Assuming full dilution:
Earnings:
Net income                            $2,560,263       $ 1,810,632
                                       =========        ========== 

Shares:
Weighted average number of common
 shares outstanding                   21,653,866        21,186,964
Assumed exercise of options and                     
 warrants                              1,969,234         1,314,511
                                      ----------        ----------
Weighted average number of common                   
 shares assuming full dilution        23,623,100        22,501,475
                                      ==========        ==========

Fully diluted earnings per share:        $0.11             $0.08
                                          ====              ====
</TABLE> 

                                      -15-
<PAGE>
 
                      STATEMENT REGARDING COMPUTATION OF
                              PER SHARE EARNINGS

                                  EXHIBIT 11
                                  (Continued)

<TABLE> 
<CAPTION>     
                                          Nine Months Ended
                                          -----------------
                                       November 30,      November 30,
                                          1995              1994
                                          ----              ----
<S>                                    <C>               <C>  
Primary:
Earnings:
Net income                              $6,426,347       $2,711,577
Deduct preferred dividends                                 (425,563)
                                         ---------          -------
Income applicable to common
 stock                                  $6,426,347       $2,286,014
                                         =========        ========= 

Shares:
Weighted average number of common
 shares outstanding                     21,456,201       19,306,672
Assumed exercise of options
 and warrants                            1,822,820          908,395
                                         ---------       ----------
Weighted average number of common
 shares for primary calculation         23,279,021       20,215,067
                                        ==========       ==========

Primary earnings per share:                $0.28           $0.11
                                            ====            ====
</TABLE> 

                                      -16-
<PAGE>
 
                      STATEMENT REGARDING COMPUTATION OF
                              PER SHARE EARNINGS

                                  EXHIBIT 11
                                  (Continued)

<TABLE> 
<CAPTION>     
                                           Nine Months Ended
                                           -----------------
                                      November 30,        November 30,
                                          1995               1994
                                          ----               ---- 
<S>                                   <C>                <C> 
Assuming full dilution:
Earnings:
Net income                              $6,426,347       $ 2,711,577
Deduct preferred dividends                                  (425,563)
                                         ---------           -------
Income applicable to common
 stock                                  $6,426,347       $ 2,286,014
                                         =========         =========

Shares:
Weighted average number of common
 shares outstanding                     21,456,201        19,306,672
Assumed exercise of options
 and warrants                            2,014,120           908,395
                                        ----------        ----------
Weighted average number of common
 shares assuming full dilution:         23,470,321        20,215,067
                                        ==========        ==========

Fully diluted earnings per share:          $0.28            $0.11
                                            ====             ====
</TABLE> 

                                      -17-

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   9-MOS
<FISCAL-YEAR-END>                          FEB-29-1996             FEB-29-1996
<PERIOD-START>                             SEP-01-1995             MAR-01-1995
<PERIOD-END>                               NOV-30-1995             NOV-30-1995
<CASH>                                      30,173,024              30,173,024
<SECURITIES>                                         0                       0  
<RECEIVABLES>                                6,158,321               6,158,321
<ALLOWANCES>                                   291,484                 291,484
<INVENTORY>                                  1,928,012               1,928,012
<CURRENT-ASSETS>                            38,065,165              38,065,165
<PP&E>                                      19,907,333              19,907,333
<DEPRECIATION>                              11,811,634              11,811,634
<TOTAL-ASSETS>                              46,532,831             465,532,831
<CURRENT-LIABILITIES>                        7,255,340               7,255,340
<BONDS>                                              0                       0
<COMMON>                                       217,700                 217,700
                                0                       0
                                          0                       0
<OTHER-SE>                                  36,515,535              36,515,535
<TOTAL-LIABILITY-AND-EQUITY>                46,532,831              46,532,831
<SALES>                                     13,307,226              38,193,466
<TOTAL-REVENUES>                            13,600,226              38,923,799
<CGS>                                        6,233,187              17,995,078
<TOTAL-COSTS>                                6,233,187              17,995,078
<OTHER-EXPENSES>                             4,930,459              14,953,289
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                              33,074                 120,313
<INCOME-PRETAX>                              2,750,364               6,958,447
<INCOME-TAX>                                   190,100                 532,100
<INCOME-CONTINUING>                          2,560,264               6,426,347
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0 
<CHANGES>                                            0                       0 
<NET-INCOME>                                 2,560,264               6,426,347
<EPS-PRIMARY>                                      .11                     .28
<EPS-DILUTED>                                      .11                     .28
        

</TABLE>


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