LCS INDUSTRIES INC
10-Q, 1996-05-16
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================================================================================

  THIS DOCUMENT IS A COPY OF THE FORM 10Q FILED ON MAY 16, 1996 PURSUANT TO A
                      RULE 201 TEMPORARY HARDSHIP EXEMPTION

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ___________

                                   Form 10-Q

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

For the quarterly period ended March 31, 1996

                                       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 0-12329

                              LCS INDUSTRIES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Delaware                                          13-2648333 
- ------------------------                    ------------------------------------
(State of incorporation)                    (I.R.S. Employer Identification No.)

         120 Brighton Road, Clifton, New Jersey            07012-1694
- --------------------------------------------------------------------------------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code      (201)  778-5588
                                                  -----------------------------

                                      N/A
- --------------------------------------------------------------------------------
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,  and (2) has been  subject to such filing
requirements for the past 90 days.   Yes ( X )    No (  )

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         The number of shares outstanding of the registrant's  Common Stock, par
value of $.01 per share, as of May 3, 1996, was 4,397,622.
<PAGE>
                              LCS INDUSTRIES, INC.
                                AND SUBSIDIARIES

                                      INDEX


PART I                FINANCIAL INFORMATION

Item 1.               Financial Statements

                      Consolidated Balance Sheets
                      As of March 31, 1996 (Unaudited) and
                      September 30, 1995                                 

                      Consolidated Statements of Operations
                      For the Three Months and Six Months Ended
                      March 31, 1996 and 1995 (Unaudited)                

                      Consolidated Statements of Cash Flows
                      For the Six Months Ended
                      March 31, 1996 and 1995 (Unaudited)                

                      Notes to Consolidated Financial Statements
                      (Unaudited)                                        

Item 2.               Management's Discussion and Analysis
                      of Financial Condition and Results of Operations   


PART II               OTHER INFORMATION

Item 4.               Submission of Matters to a Vote of
                      Security-Holders                                   

Item 6.               Exhibits and Reports on Form 8-K                   
<PAGE>
<TABLE>
<CAPTION>
                      LCS INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                           March 31,     September 30,
                                                             1996             1995
                                                         ------------    ------------
                                                          (Unaudited)
<S>                                                      <C>             <C>         
ASSETS
Current assets:
   Cash and cash equivalents .........................   $ 18,612,890    $  8,630,831
   Investments - held-to-maturity ....................        199,859         199,859
   Accounts receivable (less allowance
       for doubtful accounts: March 31 - $672,000
       and September 30 - $624,000) ..................     20,942,357      23,815,919
   Prepaid expenses and other current assets .........      1,139,475       1,891,837
   Deferred taxes ....................................        299,000         263,250
                                                         ------------    ------------
     Total current assets ............................     41,193,581      34,801,696
                                                         ------------    ------------

Investments - available-for-sale, net ................        811,596         797,583
Property and equipment, net ..........................      6,825,085       5,222,513
Goodwill (net of accumulated amortization:  March 31 -
    $376,700 and September 30, - $233,500) ...........      7,710,499       7,853,675
Other assets .........................................        982,543       1,061,166
                                                         ------------    ------------
                                                         $ 57,523,304    $ 49,736,633
                                                         ============    ============

(Continued)
<PAGE>
<CAPTION>
                      LCS INDUSTRIES, INC. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS -- Continued

                                                           March 31,     September 30,
                                                             1996             1995
                                                         ------------    ------------
                                                          (Unaudited)
<S>                                                      <C>             <C>         

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable ..................................   $ 12,074,893    $ 15,105,009
   Accrued salaries and commissions ..................      1,621,509       2,076,999
   Other accrued expenses ............................      3,308,401       2,352,477
   Income taxes payable ..............................        235,914            --
   Current portion of long-term debt .................        866,984         567,294
   Current portion of capital lease obligations ......        431,980         516,989
   Deferred revenue ..................................      7,922,540       3,614,331
                                                         ------------    ------------
     Total current liabilities .......................     26,462,221      24,233,099
                                                         ------------    ------------

Long-term debt, net of current portion ...............      3,776,766       2,804,790
Capital lease obligations, net of current portion ....        445,973         631,475
Deferred taxes .......................................         56,000          19,750
Stockholders' equity:
   Preferred stock $.01 par value; authorized
       1,000,000 shares; issued - none
   Common stock $.01 par value; authorized
       15,000,000 shares; issued March 31 - 4,582,241
       shares and September 30 - 4,347,886 shares ....         45,822          43,479
   Common stock issuable .............................      1,945,983       2,407,521
   Additional paid-in capital ........................      6,517,144       5,431,455
   Retained earnings .................................     18,551,672      14,451,854
                                                         ------------    ------------
                                                           27,060,621      22,334,309
   Less:  treasury stock, at cost, 187,766 shares ....       (207,953)       (207,953)
          marketable securities valuation adjustment..        (70,324)        (78,837)
                                                         ------------    ------------
     Total stockholders' equity ......................     26,782,344      22,047,519
                                                         ------------    ------------
                                                         $ 57,523,304    $ 49,736,633
                                                         ============    ============

                 See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                      LCS INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  For the Three and Six Months Ended March 31,
                                   (Unaudited)

                                                  Three Months                    Six Months
                                          ----------------------------    ----------------------------
                                              1996           1995             1996            1995
                                          ------------    ------------    ------------    ------------
<S>                                       <C>             <C>             <C>             <C>         
Net sales .............................   $ 22,347,757    $ 18,385,185    $ 48,001,814    $ 37,121,142
Cost of sales .........................     15,451,671      12,486,573      32,920,594      25,710,927
                                          ------------    ------------    ------------    ------------
   Gross profit .......................      6,896,086       5,898,612      15,081,220      11,410,215
Selling and administrative expenses ...      4,003,831       3,352,603       8,035,507       6,709,695
Other (income) expense:
   Dividend and interest income .......       (209,986)        (77,294)       (392,681)       (132,486)
   Interest expense ...................         92,840          53,696         193,299          96,924
                                          ------------    ------------    ------------    ------------
Income before income taxes ............      3,009,401       2,569,607       7,245,095       4,736,082
Provision for income taxes ............      1,235,000       1,056,000       2,962,000       1,939,000
                                          ------------    ------------    ------------    ------------
Net income ............................   $  1,774,401    $  1,513,607    $  4,283,095    $  2,797,082
                                          ============    ============    ============    ============

Per common and common equivalent share:
Primary earnings ......................   $        .35    $        .33    $        .85    $        .63
                                          ============    ============    ============    ============

Fully diluted earnings ................   $        .34    $        .33    $        .82    $        .61
                                          ============    ============    ============    ============

Dividends .............................   $       .025    $       .017    $       .044    $       .028
                                          ============    ============    ============    ============



                 See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                      LCS INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       For the Six Months Ended March 31,
                                   (Unaudited)

                                                          1996            1995
                                                      ------------    ------------
<S>                                                   <C>             <C>         
Increase (Decrease) in cash and cash equivalents
Cash flows from operating activities:
Net income ........................................   $  4,283,095    $  2,797,082
                                                      ------------    ------------
Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation and amortization ..................      1,141,705         885,257
   Deferred income taxes ..........................         (5,000)        (45,000)
   Provision for doubtful accounts receivable .....         60,000          45,000
   Gain on sale of fixed assets ...................           --            (3,000)
                                                      ------------    ------------
   Total adjustments ..............................      1,196,705         882,257
Changes in operating assets and liabilities:
   Accounts receivable ............................      2,813,562         680,638
   Prepaid expenses and other current assets ......        752,362        (399,808)
   Accounts payable and accrued expenses ..........     (2,529,682)     (1,732,187)
   Income taxes payable ...........................        235,914         649,645
   Deferred revenue ...............................      4,308,209            --
   Other, net .....................................         78,623         (76,170)
                                                      ------------    ------------
   Total adjustments and changes ..................      6,855,693           4,375
                                                      ------------    ------------
   Net cash provided by operating activities ......     11,138,788       2,801,457
                                                      ------------    ------------
Cash flows from financing activities:
   Changes in long-term debt and capital
       leases (including current portion):
       Borrowings .................................      1,785,000            --
       Repayments .................................       (783,845)       (803,982)
   Dividends paid .................................       (183,022)       (109,838)
   Exercise of stock options ......................        547,493         283,059
   Employee stock purchase plan proceeds ..........         78,746          28,500
                                                      ------------    ------------
   Net cash provided (used in) financing activities      1,444,372        (602,261)
                                                      ------------    ------------
Cash flows from investing activities:
   Additions to property and equipment ............     (2,601,101)       (511,807)
   Proceeds from sales of equipment ...............           --            93,938
   Net sales of marketable securities .............           --           200,727
                                                      ------------    ------------
   Net cash used in investing activities ..........     (2,601,101)       (217,142)
                                                      ------------    ------------
Cash and cash equivalents:
   Net increase in cash and cash equivalents ......      9,982,059       1,982,054
   Cash and cash equivalents at beginning of period      8,630,831       1,679,489
                                                      ------------    ------------
   Cash and cash equivalents at end of period .....   $ 18,612,890    $  3,661,543
                                                      ============    ============
Continued on next page.
<PAGE>
<CAPTION>
                      LCS INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       For the Six Months Ended March 31,
                                   (Unaudited)

                          Continued from previous page.


                                                            1996         1995
                                                         ----------   ----------
<S>                                                      <C>          <C>       
Supplementary disclosures of cash flow information:
 Cash paid during the period for:
       Interest ......................................   $  102,107   $   74,457
       Income taxes ..................................   $2,248,738   $1,350,565
</TABLE>

Supplemental disclosures of non-cash investing
   and financing activities:

   Capital lease obligations:
     For the six months  ended  March 31,  1995 a capital  lease  obligation  of
     $152,525 was incurred for the leasing of  equipment.  There were no capital
     lease obligations entered into during the six months ended March 31, 1996.

   Valuation adjustment:
     For the six months  ended  March 31,  1996,  the  account  was  adjusted to
     reflect an increase  in market  values of $8,513,  net of  deferred  income
     taxes.  During the six month period ended March 31, 1995,  $25,158,  net of
     taxes, was added to the marketable  securities valuation  adjustment.  This
     represents  the  additional  net  unrealized  losses on the  investments  -
     available-for-sale, net, during the period.

   Acquisition of business:
     During the six month  periods  ended March 31, 1996 and 1995, $ 461,538 and
     $506,250 of common  stock  issuable  was  converted  into 34,621 and 63,613
     issued shares of the Company's  common stock,  in accordance with the terms
     of the Catalog Resources, Inc. purchase agreement, as amended.

   Stock dividends:
     The March 31,  1995  financial  statements  reflect the 2 for 1 stock split
     (2,061,087 shares) paid as a stock dividend on October 24, 1995. On January
     5, 1996, 360 shares of common stock were paid as dividends upon exchange of
     150 shares of the Company's "old" common stock.



                 See Notes to Consolidated Financial Statements.

<PAGE>
                      LCS INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



1) In the opinion of management, the accompanying unaudited financial statements
include all adjustments (consisting only of normal recurring accruals) which are
necessary for a fair presentation of results for the periods indicated.  Certain
information and footnote  disclosures  normally  included in complete  financial
statements prepared in accordance with generally accepted accounting  principles
have been  omitted.  Therefore,  these  financial  statements  should be read in
conjunction  with the financial  statements  and the  footnotes  included in the
Company's  Annual Report on Form 10-K for the year ended September 30, 1995. The
results of  operations  for the six months ended March 31, 1996 and 1995 are not
necessarily  indicative of the results for the full year. The September 30, 1995
Balance Sheet was derived from the audited Balance Sheet at that date.

2) Certain  reclassifications have been made to the 1995 financial statements in
order to conform to the fiscal 1996 presentations.

3) For the three and six month periods  ended March 31, 1996 and 1995,  earnings
per share have been calculated based on the weighted average shares  outstanding
using the treasury stock method for stock options,  which are considered  common
stock  equivalents,  and the number of shares  currently  issuable in connection
with the  acquisition  of Catalog  Resources,  Inc.  Earnings  per share and the
weighted  average  number  of  shares  outstanding  for the  three and six month
periods  ended  March 31,  1995 have been  restated to reflect the 2 for 1 stock
split paid as a 100% stock dividend on October 24, 1995.

4) At the  Company's  annual  meeting  held on January  23,  1996,  shareholders
approved an increase of 9,000,000  shares in the authorized  number of shares of
Common Stock, par value $.01, to 15,000,000 shares.

5) In March, 1996, Catalog Resources, Inc. entered into a $2.5 million five year
term loan to  substantially  fund the  expansion  of its  warehouse  and  office
facilities. Initial proceeds of $1.785 million were received at the closing. The
remainder is expected to be received in June, 1996.
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.

Results of Operations

           Three Months ended March 31, 1996

           Sales   increased  22%  in  the  quarter  ended  March  31,  1996  to
$22,348,000 from $18,385,000 for the comparable  quarter of the prior year. This
improvement  is  accounted  for by a 91%  increase in computer  services,  a 22%
increase in fulfillment services and a 14% increase in list marketing.  Computer
services'  increase reflects the revenues related to the $40 million contract to
provide  computer  services  through the building of a marketing  database for a
major non-U.S.  communications company. The contract extends through June, 1998,
subject  to  early  termination   provisions.   Revenue  is  recognized  on  the
percentage-of-completion  method of  accounting  measured by the  percentage  of
labor hours incurred to date to the total labor hours required for the contract.
The  fulfillment  services  increase  reflects  a  62%  increase  in  continuity
fulfillment services, a 95% increase in outbound telemarketing  partially offset
by  decreases  of 19% in the catalog  fulfillment  operation  and 61% in inbound
telemarketing.  The continuity  fulfillment services' increase reflects revenues
from new customers added since the prior fiscal period and increased volume from
continuing  customers.  The catalog fulfillment decrease includes a 43% decrease
in revenues  from an existing  customer.  This decline was  partially  offset by
increased  revenues from other customers and additions to the customer base. The
decrease in inbound  telemarketing  is part of the Company's  strategic  plan to
de-emphasize  this  service.   The  list  marketing  revenue  increase  resulted
primarily from increased volumes with continuing customers.

           Gross profit increased 17% to $6,896,000 for the current quarter from
$5,899,000 in the comparable quarter of 1995. Gross profit margin was 31% in the
current  quarter  compared to 32% in 1995.  The increase in gross profit  amount
resulted  primarily  from the  increased  sales  volumes.  The decrease in gross
profit  margin  resulted  primarily  from the margin  derived  from the  catalog
fulfillment  operations'  reduced revenues offset by the margin  associated with
the increased computer services' revenues, as described above.

           Selling and  administrative  expenses  increased 19% to $4,004,000 in
the current quarter from $3,352,000 in the comparable  quarter of 1995.  Selling
and administrative  expenses, as a percentage of sales, were 18% in each period.
The increase in amount of selling and administrative  expenses reflect increased
expenses  associated  with the  facility  expansion  at the catalog  fulfillment
operation,  the costs  associated with both the continuity  fulfillment and list
services'  incremental  revenues  partially  offset by the  minimal  incremental
selling  and  administrative  costs  associated  with the  incremental  computer
services' revenues.

           Net  dividend  and  interest  income of $117,000  was realized in the
current quarter compared to $24,000 in the comparable 1995 quarter. Dividend and
interest income increased  $133,000 in the current fiscal quarter as a result of
a higher level of funds available for short-term  investment partially offset by
lower  interest  rates  during the  current  quarter.  The  increase in interest
expense  quarter  over  quarter  of  $39,000  resulted  from the  $2,532,000  in
long-term debt recorded at September 30, 1995 for the future  payments  required
in connection with the acquisition of Catalog Resources, Inc. The unsecured line
of credit available to the Company was not utilized in either quarter.

           Net income  was  $1,774,000  ($.34 per  share-fully  diluted)  in the
current quarter  compared to $1,514,000  ($.33 per  share-fully  diluted) in the
comparable 1995 quarter.
<PAGE>
           Six Months ended March 31, 1996

           Sales  increased  29% for the six  months  ended  March  31,  1996 to
$48,002,000 from  $37,121,000 for the comparable  period of the prior year. This
improvement  is  represented  by a 121%  increase  in computer  services,  a 29%
increase in fulfillment services and a 13% increase in list marketing sales. The
increase  in computer  services'  sales  reflects  the  revenues  related to the
non-U.S.  communications  company  $40 million  contract,  as  described  in the
section above.  The fulfillment  increase  includes a 70% increase in continuity
fulfillment,  a 141% increase in outbound telemarketing partially offset by a 5%
decrease  in  catalog   fulfillment   sales  and  a  56%   decrease  in  inbound
telemarketing.  Explanations of these  fluctuations are the same as described in
the  current  quarter  section  above with the catalog  fulfillment  operations'
decline from an existing customer amounting to 34% for the period.

           Gross profit  increased 32% to  $15,081,000  for the six month period
from  $11,410,000 in the comparable  period of 1995. Gross profit margin was 31%
in each six month period. The increase in gross profit amount resulted primarily
from the increased  sales  volumes.  The higher gross profit margin derived from
the  incremental  computer  services'  sales was offset by a lower gross  profit
margin derived from the catalog fulfillment operation.

           Selling and administrative  expenses increased 19% to $8,036,000 from
$6,710,000  in 1995.  Selling and  administrative  expenses,  as a percentage of
sales,  were 17% for the current six month period and 18% in the prior year. The
increase in the amount of selling and administrative  expenses, when compared to
the 29% revenue gain for the six month period,  and the decrease in these costs,
as a percentage of sales, are due primarily to the minimal  incremental  selling
and administrative  expenses associated with the incremental  computer services'
revenues  partially  offset by  administrative  salaries  and  related  expenses
associated with the facility expansion at the catalog fulfillment operation.

           Net  dividend  and  interest  income of $199,000  was realized in the
current six month period  compared to $36,000 in the comparable  period in 1995.
Dividend and interest income increased  $260,000 in the current six month period
as a result of a higher level of funds available for short-term investment.  The
increase in interest  expense  period over period of $96,000  resulted  from the
debt recorded at September 30, 1995, as described  above.  The unsecured line of
credit availble was not utilized in either period.

           Net income  was  $4,283,000  ($.82 per  share-fully  diluted)  in the
current  period  compared to $2,797,000  ($.61 per  share-fully  diluted) in the
comparable 1995 period.


Financial Condition, Liquidity and Capital Resources

           Working  capital was  $14,731,000 at March 31, 1996.  Fluctuations in
the components of working capital  resulted  primarily from the increase in cash
and cash  equivalents  and decreases in accounts  payable and accrued  personnel
costs partially offset by decreases in accounts  receivable and prepaid expenses
and other current  assets and  increases in other accrued  expenses and deferred
revenues.

           For the six month  period,  cash  generated by  operations  increased
$8,337,000  over such amounts  generated in the  comparable  period of the prior
year.  This  increase  was  primarily  the result of  increases in net income of
$1,486,000  and  deferred  revenue  of  $4,308,000  and  decreases  in  accounts
receivable  of  2,133,000  and  prepaid  expenses  and other  current  assets of
$1,152,000  partially  offset by a decrease  in  accounts  payable  and  accrued
expenses of $797,000.
<PAGE>
           In the six month period ended March 31,  1996,  financing  activities
provided funds of $1,444,000  compared to a use of funds of $602,000 in 1995. In
both periods, the repayment of debt was the primary use of funds and amounted to
$784,000 in 1996 and $804,000 in 1995. In March,  1996,  $1,785,000 was borrowed
under the terms of a $2.5 million five year term loan to substantially  fund the
expansion of warehouse and office facilities at Catalog  Resources,  Inc. (CRI).
Cash used for investing activities,  in the current period, increased $2,384,000
compared to 1995 due to additions to property and  equipment  primarily  for the
CRI expansion described above.

           Pursuant to the purchase agreement, as amended, with CRI, the Company
is obligated to pay to CRI's selling  shareholders,  in cash or stock,  up to an
aggregate  of  $10,000,000.  Under such  purchase  agreement,  the Company  paid
$1,012,500 (one-half in cash and one-half in stock) on January 1, 1996. Further,
such amounts  will be payable each January 1 through 2002  totaling a maximum of
$6,075,000.  The  discounted  value of these  future  payments  was  recorded at
September 30, 1995 since it is probable that the future  earnings levels will be
attained which will require the maximum payments to be made.

           Management  believes cash generated from current operations and other
liquid assets  combined  with the  available  bank credit line and the five year
term loan mentioned above will be sufficient to meet cash flow needed during the
fiscal year.
<PAGE>



PART II                       OTHER INFORMATION


Item 4. Submission of Matters to a Vote of Security Holders.

        (a) The annual meeting of shareholders was held on January 23, 1996.

        (b)  Shareholders  elected  to the  Board of  Directors  Mr.  Joseph  R.
Barbaro.  Mr.  Arnold  J.  Scheine,  Mr.  Marvin  Cohen and Mr.  Bernard  Ouziel
continued as members of the Board of Directors.

        (c) The  election  of Mr.  Barbaro  was by a vote of  3,442,335  for and
20,601 withheld. There were 652,867 broker non-votes.

        (d)  Deloitte  &  Touche  LLP was  elected  to  serve  as the  Company's
independent  auditors  by a vote of  3,451,196  for,  9,240  against  and  2,500
abstentions. There were 652,867 broker non-votes.

        (e) Amendment to the Restated  Certificate of  Incorporation to increase
the number of  authorized  shares of Common  Stock by nine  million  (9,000,000)
shares from six  (6,000,000)  shares was  approved by a vote of  3,342,567  for,
111,557 against and 5,212 abstentions. There were 656,467 broker non-votes.

        (f)  Adjustment  of options  granted under the 1993  Non-Employee  Stock
Option Plan in the event of a subdivision,  recapitalization or consolidation of
the shares of the Company's  Common Stock or the payment of stock  dividends and
stock splits was approved by a vote of 3,417,758  for,  35,222 against and 8,156
abstentions. There were 654,267 broker non-votes.

Item 6. Exhibits and Reports on Form 8-K.

        (a) Exhibit 11 - Computation of earnings per share

        (b) Reports on Form 8-K - LCS Industries,  Inc. did not file any reports
on Form 8-K during the quarter ended March 31, 1996.
<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.


Date:               Clifton, New Jersey
                    May 13, 1996


                                             LCS INDUSTRIES, INC.
                                                          (Registrant)


                                             By:   /s/   Arnold J. Scheine
                                                  ------------------------------
                                                         Arnold J. Scheine
                                                              President
                                                    (Chief Executive Officer)



                                             By:   /s/   Pat R. Frustaci
                                                  ------------------------------
                                                         Pat R. Frustaci
                                                      Vice President-Finance
                                                    (Chief Financial Officer)

                      LCS INDUSTRIES, INC. AND SUBSIDIARIES
                      COMPUTATION OF EARNINGS PER SHARE AND
                             COMMON EQUIVALENT SHARE
                  For the Three and Six Months Ended March 31,
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                   Three Months            Six Months
                                              ---------------------------------------------
                                                 1996       1995        1996        1995
                                              ---------   ---------   ---------   ---------
<S>                                           <C>         <C>         <C>         <C>      
Primary earnings per share:
Weighted average shares outstanding .......   4,305,825   4,003,614   4,248,833   3,967,712

Weighted average - dilutive stock options .     717,609     442,202     704,546     379,448

Shares issuable in connection with the
   acquisition of Catalog Resources, Inc. .     109,339     109,339     109,339     109,339
                                              ---------   ---------   ---------   ---------
                                              5,132,773   4,555,155   5,062,718   4,456,499
                                              =========   =========   =========   =========

Net income ................................   $1,774,401 $1,513,607  $4,283,095  $2,797,082

Primary earnings per share and common
   equivalent share .......................   $     .35   $     .33   $     .85   $     .63
                                              ---------   ---------   ---------   ---------

Fully diluted earnings per share:
Weighted average shares outstanding .......   4,305,825   4,003,614   4,248,833   3,967,712

Weighted average - dilutive stock options .     807,598     487,510     842,210     508,120

Shares issuable in connection with the
   acquisition of Catalog Resources, Inc. .     109,339     109,339     109,339     109,339
                                              ---------   ---------   ---------   ---------
                                              5,222,762   4,600,463   5,200,382   4,585,171
                                              =========   =========   =========   =========

Net income ................................   $1,774,401  $1,513,607  $4,283,095  $2,797,082 

Fully diluted earnings per share and common
   equivalent share .......................   $     .34   $     .33   $     .82   $     .61
                                              =========   =========   =========   =========

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                      18,612,890
<SECURITIES>                                   199,859
<RECEIVABLES>                               21,614,357
<ALLOWANCES>                                   672,000
<INVENTORY>                                    168,732
<CURRENT-ASSETS>                            41,193,581
<PP&E>                                      15,538,335
<DEPRECIATION>                               8,713,250
<TOTAL-ASSETS>                              57,523,304
<CURRENT-LIABILITIES>                       26,462,221
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        45,822
<OTHER-SE>                                  26,736,522
<TOTAL-LIABILITY-AND-EQUITY>                57,523,304
<SALES>                                              0
<TOTAL-REVENUES>                            48,001,814
<CGS>                                                0
<TOTAL-COSTS>                               32,920,594
<OTHER-EXPENSES>                             8,035,507
<LOSS-PROVISION>                                60,000
<INTEREST-EXPENSE>                             193,299
<INCOME-PRETAX>                              7,245,095
<INCOME-TAX>                                 2,962,000
<INCOME-CONTINUING>                          4,283,095
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 4,283,095
<EPS-PRIMARY>                                      .85
<EPS-DILUTED>                                      .82
        

</TABLE>


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