LCS INDUSTRIES INC
10-Q, 1997-08-13
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                       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 June 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 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 August 1, 1997, was 4,660,066.
<PAGE>
                              LCS INDUSTRIES, INC.
                                AND SUBSIDIARIES

                                      INDEX


PART I                          FINANCIAL INFORMATION

Item 1.       Financial Statements

                                                                    
              Consolidated Balance Sheets
              As of June 30, 1997 (Unaudited) and
              September 30, 1996                                    

              Consolidated Statements of Income
              For the Three Months and Nine Months Ended
              June 30, 1997 and 1996 (Unaudited)                    

              Consolidated Statements of Cash Flows
              For the Nine Months Ended
              June 30, 1997 and 1996 (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 5.       Other Information                                     

Item 6.       Exhibits and Reports on Form 8-K                      

<PAGE>
<TABLE>
<CAPTION>
                                LCS INDUSTRIES, INC. AND SUBSIDIARIES
                                     CONSOLIDATED BALANCE SHEETS

                                                                        June 30,       September 30,
                                                                          1997              1996
                                                                     ------------      ------------
                                                                      (Unaudited)
<S>                                                                  <C>               <C>
ASSETS
Current assets:
   Cash and cash equivalents ...................................     $ 12,157,616      $ 11,893,982
   Investments - held-to-maturity ..............................       14,144,605        10,435,026
   Accounts receivable (less allowance
       for doubtful accounts:  June 30  - $548,000
       and September 30 - $627,000) ............................       21,835,198        24,519,050
   Prepaid expenses and other current assets ...................        1,818,008         1,596,819
   Deferred taxes ..............................................          305,000           338,000
                                                                     ------------      ------------
     Total current assets ......................................       50,260,427        48,782,877
                                                                     ------------      ------------

Investments - available-for-sale, net ..........................          124,419           369,722
Property and equipment, net ....................................        7,164,456         7,549,229
Goodwill (net of accumulated amortization:  June
    30 - $734,618 and September 30 - $519,855) .................        7,352,563         7,567,326
Other assets ...................................................          803,159           700,793
                                                                     ------------      ------------
                                                                     $ 65,705,024      $ 64,969,947
                                                                     ============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable ............................................     $ 12,010,700      $ 14,726,387
   Accrued salaries and commissions ............................        2,416,673         2,389,837
   Other accrued expenses ......................................        3,251,261         2,513,841
   Income taxes payable ........................................          383,360           215,635
   Current portion of long-term debt ...........................        1,071,096         1,047,989
   Current portion of capital lease obligations ................          330,415           390,399
   Deferred revenue ............................................        5,666,850         8,139,767
                                                                     ------------      ------------
     Total current liabilities .................................       25,130,355        29,423,855
                                                                     ------------      ------------

Long-term debt, net of current portion .........................        3,528,415         4,331,542
Capital lease obligations, net of current portion ..............           12,621           250,997
Deferred taxes .................................................          191,000           103,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                LCS INDUSTRIES, INC. AND SUBSIDIARIES
                                     CONSOLIDATED BALANCE SHEETS

                                                                        June 30,       September 30,
                                                                          1997              1996
                                                                     ------------      ------------
                                                                      (Unaudited)
<S>                                                                  <C>               <C>
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 June 30 - 4,846,414
       shares and September 30 - 4,611,487 shares ..............           48,464            46,115
   Common stock issuable .......................................        1,490,431         1,945,983
   Additional paid-in capital ..................................        8,594,492         7,223,263
   Retained earnings ...........................................       26,920,575        21,887,737
                                                                     ------------      ------------
                                                                       37,053,962        31,103,098
   Less:  treasury stock, at cost, 187,766 shares ..............         (207,953)         (207,953)
          available-for-sale securities valuation adjustment,
          net of deferred income taxes .........................           (3,376)          (34,592)
                                                                     ------------      ------------
     Total stockholders' equity ................................       36,842,633        30,860,553
                                                                     ------------      ------------
                                                                     $ 65,705,024      $ 64,969,947
                                                                     ============      ============


                 See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                     LCS INDUSTRIES, INC. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF INCOME
                                  For the Three and Nine Months Ended June 30,
                                                  (Unaudited)

                                                      Three Months                        Nine Months
                                            ------------------------------      ------------------------------ 
                                                 1997              1996              1997              1996
                                            ------------      ------------      ------------      ------------
<S>                                         <C>               <C>               <C>               <C>
Net sales .............................     $ 24,167,753      $ 22,398,255      $ 75,238,106      $ 70,400,069
Cost of sales .........................       16,451,458        15,232,522        51,758,748        48,153,116
                                            ------------      ------------      ------------      ------------
   Gross profit .......................        7,716,295         7,165,733        23,479,358        22,246,953
Selling and administrative expenses ...        4,410,592         4,345,799        13,349,253        12,381,306
Other (income) expense:
   Dividend and interest income .......         (365,286)         (283,804)       (1,051,227)         (676,485)
   Interest expense ...................          116,820           115,043           350,859           308,342
   Loss on investment .................          954,000              --             954,000              --
                                            ------------      ------------      ------------      ------------
Income before income taxes ............        2,600,169         2,988,695         9,876,473        10,233,790
Provision for income taxes ............        1,410,000         1,236,000         4,388,000         4,198,000
                                            ------------      ------------      ------------      ------------
Net income ............................     $  1,190,169      $  1,752,695      $  5,488,473      $  6,035,790
                                            ============      ============      ============      ============

Per common and common equivalent share:
Net income ............................     $        .23      $        .34      $       1.07      $       1.17
                                            ============      ============      ============      ============

Dividends .............................     $       .038      $       .025      $        .10      $       .069
                                            ============      ============      ============      ============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                           LCS INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                             For the Nine Months Ended June 30,
                                        (Unaudited)
                                                                 1997              1996
                                                            ------------      ------------
<S>                                                         <C>               <C>
Increase (Decrease) in cash and cash equivalents
 Cash flows  from  operating activities:
   Net income .........................................     $  5,488,473      $  6,035,790
                                                            ------------      ------------
   Adjustments  to  reconcile  net  income  to net cash
       provided  by  operating
       activities:
       Depreciation and amortization ..................        1,913,249         1,734,428
       Deferred income taxes ..........................           99,000           (92,000)
       Provision for doubtful accounts receivable .....           85,000            90,000
       Gain on sale of available-for-sale securities ..             (474)             --
                                                            ------------      ------------
       Total adjustments ..............................        2,096,775         1,732,428
   Changes in operating assets and liabilities:
       Accounts receivable ............................        2,598,852         3,335,915
       Prepaid expenses and other current assets ......         (548,675)          596,215
       Accounts payable and accrued expenses ..........       (1,833,229)       (3,805,906)
       Income taxes payable ...........................          506,725         1,225,531
       Deferred revenue ...............................       (2,472,917)        4,407,710
       Other assets ...................................         (102,366)         (421,180)
                                                            ------------      ------------
       Total adjustments and changes ..................          245,165         7,070,713
                                                            ------------      ------------
        Net cash provided by operating activities .....        5,733,638        13,106,503
                                                            ------------      ------------
Cash flows from financing activities:
   Changes in long-term debt and capital
       leases (including current portion):
       Borrowings .....................................             --           2,500,000
       Repayments .....................................       (1,196,582)         (999,964)
   Dividends paid .....................................         (455,635)         (291,943)
   Exercise of stock options ..........................          493,872           604,162
   Employee Stock Purchase Plan and employment
       agreement stock purchase proceeds ..............           85,154           117,665
                                                            ------------      ------------
   Net cash (used in) provided by financing activities        (1,073,191)        1,929,920
                                                            ------------      ------------
Cash flows from investing activities:
   Additions to property and equipment ................       (1,313,713)       (3,085,976)
   Net purchases of investments-held-to-maturity ......       (3,083,100)       (2,154,765)
                                                            ------------      ------------
   Net cash (used in) investing activities ............       (4,396,813)       (5,240,741)
                                                            ------------      ------------

Cash and cash equivalents:
   Net increase in cash and cash equivalents ..........          263,634         9,795,682
   Cash and cash equivalents at beginning of period ...       11,893,982         8,630,831
                                                            ------------      ------------
   Cash and cash equivalents at end of period .........     $ 12,157,616      $ 18,426,513
                                                            ============      ============
                                  Continued on next page.
<PAGE>
                           LCS INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS

                               Continued from previous page. 
                                     


For the Nine Months Ended June 30,                               1997              1996
                                                            ----------        ----------
<S>                                                         <C>               <C>
Supplementary disclosures of cash flow information:
 Cash paid during the period for:
       Interest ...................................         $  233,830        $  155,185
       Income taxes ...............................         $3,937,260        $2,589,611
</TABLE>

Supplemental disclosures of non-cash investing
   and financing activities:

   Valuation adjustment:
       For the nine months  ended June 30,  1997,  the  account was  adjusted to
       reflect an increase in market values of the available-for-sale securities
       portfolio of $31,216,  net of deferred income taxes.  For the nine months
       ended June 30, 1996, $22,991,  net of deferred income taxes, was added to
       the available-for-sale securities valuation adjustment.

   Stock Dividend:
       On October 24, 1995,  2,061,087 shares of the Company's common stock were
       issued  as a  result  of a 2 for 1  stock  split  paid  as a  100%  stock
       dividend.  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.

   Acquisition of business:
       During the nine month periods ended June 30, 1997 and 1996,  $455,552 and
       $461,538 of common stock  issuable was  converted  into 38,762 and 34,621
       issued shares of the Company's common stock, in accordance with the terms
       of the Catalog Resources, Inc. purchase agreement, as amended.




                 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, 1996. The
results  of  operations  for  the  nine  months  ended  June  30,  1996  are not
necessarily  indicative of the results for the full year. The September 30, 1996
Balance Sheet was derived from the audited Balance Sheet at that date.

2) Effective  April 5, 1997,  the Company  agreed to rescind its  acquisition of
McIntyre & King, Ltd. The rescission  agreement,  dated June 30, 1997,  provides
for the return of a portion of the down payment in one year.  However,  recovery
is uncertain and, therefore, the Company has expensed all payments, advances and
related costs. The loss on investment was $954,000 ($901,000 net of taxes).
<PAGE>
Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations.

Results of Operations
       Three Months ended June 30, 1997

        Sales  increased  8% in the quarter  ended June 30, 1997 to  $24,168,000
from $22,398,000 for the comparable  quarter of the prior year. This improvement
is accounted for by a 7% increase in fulfillment services, a 9% increase in list
marketing  services  and  an  8%  increase  in  computer  services.  Fulfillment
services' increase reflects a 23% increase in catalog fulfillment  services,  an
18% increase in continuity fulfillment services partially offset by decreases of
81% in inbound  telemarketing and 93% in outbound  telemarketing  services.  The
decline in inbound  telemarketing  services is part of the  Company's  strategic
plan to de-emphasize this service. The outbound  telemarketing decrease resulted
from reduced  volume under a contract to provide  business-to-consumer  services
for a  telecommunications  company and a reduced  customer  base.  As previously
reported,  outbound telemarketing has been made an integral part of the customer
service  function  within  continuity  fulfillment.  The list marketing  revenue
increase resulted  primarily from an expanded  customer base.  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 termination under certain circumstances. 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.

       Gross profit  increased  8% to  $7,716,000  for the current  quarter from
$7,166,000  in the  comparable  quarter of 1996.  Gross profit margin was 32% in
each period.  The increase in gross profit amount  resulted  primarily  from the
increased sales volumes.

       Selling and  administrative  expenses  increased 1% to  $4,411,000 in the
current quarter from $4,346,000 in the comparable  quarter of 1996.  Selling and
administrative  expenses,  as a  percentage  of sales,  were 18% for the current
quarter  and 19%  for  the  comparable  period  in  1996.  The  decrease  in the
percentage of selling and administrative  expenses resulted from lower expenses,
as a  percentage  of  sales,  at the  catalog  fulfillment  and  list  marketing
operations.

       Net dividend and interest  income of $248,000 was realized in the current
quarter  compared to $169,000  in the  comparable  1996  quarter.  Dividend  and
interest income increased $81,000 in the current fiscal quarter as a result of a
higher level of funds  available for short-term  investment and higher  interest
rates. The unsecured line of credit available to the Company was not utilized in
either quarter.

        The loss on investment of $954,000  ($901,000 net of taxes)  recorded in
the current fiscal quarter  represents a non-recurring  charge for the write-off
of the  Company's  investment  in  McIntyre & King,  Ltd.  ("M&K").  This charge
represents  $.18 per  share  in the  current  quarter.  The  Company's  Board of
Directors decided to sever the relationship with M&K due to unexpected operating
losses that would have required  unacceptable  demands on management's  time and
the financial support required to attempt to return M&K to  profitability.  As a
result,  effective  April 5, 1997, the Company agreed to rescind its acquisition
of M&K. The rescission  agreement,  dated June 30, 1997, provides for the return
of a portion of the down  payment in one year.  However,  recovery is  uncertain
and,  therefore,  the Company  expensed all  payments,  advances and all related
costs.
<PAGE>
       The  effective  tax rate in the  current  fiscal  quarter was 54 per cent
compared to 41 per cent in the  comparable  period of the prior fiscal year. The
Company has not currently  anticipated realizing sufficient capital gains during
the tax carryforward  period to offset capital losses related to M&K, therefore,
no tax benefit has been recorded.

       Net  income  was  $1,190,000  ($.23  per  share) in the  current  quarter
compared to $1,753,000 ($.34 per share) in the comparable 1996 quarter. The loss
on  investment,  as described  above,  amounted to $.18 per share in the current
quarter.


       Nine Months ended June 30, 1997

       Sales increased 7% for the nine months ended June 30, 1997 to $75,238,000
from  $70,400,000 for the comparable  period of the prior year. This improvement
is represented by a 9% increase in fulfillment  services, an 8% increase in list
marketing  services  and a 1%  increase in computer  services.  The  fulfillment
services increase includes 18% increases in both the continuity  fulfillment and
catalog fulfillment operations partially offset by a decrease of 78% in outbound
telemarketing.  Explanations of these  fluctuations are the same as described in
the current  quarter  section  above.  The increase in computer  services  sales
reflects  the  revenues  related  to the $40  million  contract  with a non-U.S.
communications  company,  as described in the current quarter section above. The
comparable  period of fiscal 1996 also  included  sales from the  completion  of
another major project in North  America for a  telecommunications  company while
launching the above described continuing project.

       Gross profit  increased 6% to $23,479,000  for the nine month period from
$22,247,000  in the  comparable  period of 1996.  Gross  profit  margin  was 31%
compared to 32% in the prior year. The increase in gross profit amount  resulted
primarily from the increased sales volumes.

       Selling and  administrative  expenses  increased 8% to  $13,349,000  from
$12,381,000. Selling and administrative expenses, as a percentage of sales, were
18% for both nine month  periods.  The  increase  in the  amount of selling  and
administrative  expenses  reflects  the costs  associated  with the  incremental
fulfillment and list marketing sales.

       Net dividend and interest  income of $700,000 was realized in the current
period  compared to $368,000 in 1996.  Dividend  and interest  income  increased
$374,000 in the current nine 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  $43,000  resulted  from  interest  expense  from a  $2,500,000
five-year term loan entered into by Catalog  Resources,  Inc. in March,  1996. A
portion of the proceeds  ($.715  million) was not received until June, 1996 and,
therefore,  did not fully impact the prior year period.  The  unsecured  line of
credit available to the Company was not utilized in either period.

       Refer to the  current  period  section for a  description  of the loss on
investment of $954,000  ($901,000 net of taxes).  This loss amounted to $.18 per
share in the nine month period.

       The  effective  tax rate for the nine month  period in fiscal 1997 was 44
per cent compared to 41 per cent in 1996.  Refer to the current  period  section
for an explanation of this increase.

       Net  income  was  $5,488,000  ($1.07  per  share) in the  current  period
compared to $6,036,000 ($1.17 per share) in the comparable 1996 period.
<PAGE>
Financial Condition, Liquidity and Capital Resources

        Working  capital was  $25,130,000 at June 30, 1997.  Fluctuations in the
components of working capital resulted  primarily from the increases in cash and
cash  equivalents  and investments  held-to-maturity  and a decrease in accounts
payable partially offset by a decrease in accounts receivable and an increase in
other accrued expenses.

       For the  nine  month  period,  cash  generated  by  operations  decreased
$7,373,000  over such amounts  generated in the  comparable  period of the prior
year. This decrease was primarily the result of decreases in deferred revenue of
$6,681,000,  income  taxes  payable of $719,000  and net income of $547,000  and
increases  in  prepaid  expenses  and other  current  assets of  $1,145,000  and
accounts  receivable  of  $737,000,  partially  offset by  increases in accounts
payable of $1,973,000,  depreciation  and  amortization of $179,000 and deferred
taxes of $191,000 and a decrease in other assets of $319,000.

       In the nine month period ended June 30, 1997,  financing  activities used
funds of $1,073,000  compared to providing  funds of $1,930,000 in 1996. In both
periods,  the  repayment  of debt was the primary  use of funds and  amounted to
$1,197,000  in 1997 and  $1,000,000 in 1996.  In 1996,  $2,500,000  was borrowed
under the terms of a five year term loan to substantially  fund the expansion of
warehouse and office facilities at CRI. Cash used for investing  activities,  in
the current period, decreased $844,000 compared to 1996 due to reduced additions
to property and  equipment of  $1,772,000  partially  offset by net purchases of
investments held-to-maturity of $928,000.

       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, 1997. Further,
such amounts  will be payable each January 1 through 2002  totaling a maximum of
$5,062,500.  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 needs during the
fiscal year.
<PAGE>

PART II                      OTHER INFORMATION

Item 5.      Other Information.


        (a) On June 5, 1995, the Company's Registration Statement  (Registration
No. 33-59935) on Form S-3 (the "Registration  Statement") was declared effective
to  register  under  the  Securities  Act of 1933 and Rule  415  thereunder  the
continuous resale, by Prospectus dated June 5, 1995 (the "Prospectus"), of up to
232,452 shares of Common Stock of the Company which the Company by that date had
issued to the former stockholders (the "Selling  Stockholders") of the Company's
Catalog Resources,  Inc. ("CRI") subsidiary pursuant to an Agreement dated April
1, 1993, as amended,  among the Company,  CRI and the Selling  Stockholders.  On
October 24,  1995,  the Company  effected a 2 for 1 stock split by paying a 100%
stock dividend on all shares of its Common Stock  outstanding on October 6, 1995
(the "Stock  Split"),  including the 232,452 shares covered by the  Registration
Statement and Prospectus.

        Pursuant to Rule 416 under the  Securities Act of 1933 and the Company's
Undertakings set forth in Item 17 of Part II of the Registration Statement,  the
Company hereby amends the  Registration  Statement and the Prospectus to reflect
the effect of the Stock Split by doubling  each  reference  in the  Registration
Statement  and/or the Prospectus to a specific number of shares of the Company's
Common Stock.

        (b) On August 7, 1997,  the Company  announced  the  appointment  of Mr.
William Rella as President and Chief Operating Officer.  Mr. Rella's most recent
position  was  President  of the  Continuity  Fulfillment  and related  Computer
Services  Division.  Mr. Arnold J. Scheine remains  Chairman and Chief Executive
Officer and will remain head of International Telecommunications. Also announced
was the  resignation  of Mr.  Marvin Cohen,  a founder of the Company,  from the
Board of Directors.  Mr. Rella has been  appointed to the Board of Directors for
the remainder of Mr. Cohen's term. Mr. Cohen, who will continue as the Executive
Vice President and Secretary of the Company,  expressed no disagreement with the
Company's operations, policies or practices.


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.  filed a Form 8-K dated
June  9,  1997,  in  which  the  Company   announced  its  decision  to  take  a
non-recurring  charge of  approximately  $1,000,000  to net income for the third
quarter  ending  June 30,  1997 as the result of its  decision  to write off the
entire   investment  in  McIntyre  and  King,   Ltd.,  a  United   Kingdom-based
telemarketing, fulfillment and mailing services company acquired in April, 1997.
The actual loss on investment charged to net income was $901,000.
<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
        August 8, 1997


                                               LCS INDUSTRIES, INC.
                                                   (Registrant)


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



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






                              LCS INDUSTRIES, INC.


                           Commission File No. 0-12329



                                     ------


                          Quarterly Report on Form 10-Q

                                     for the

                         Nine Months Ended June 30, 1997




                                     EXHIBIT




<PAGE>

                                INDEX TO EXHIBIT


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

    11                Statement re: Computation of Per Share Earnings





<PAGE>
<TABLE>
<CAPTION>


                                                                      EXHIBIT 11

                      LCS INDUSTRIES, INC. AND SUBSIDIARIES
                      COMPUTATION OF EARNINGS PER SHARE AND
                             COMMON EQUIVALENT SHARE
                  For the Three and Nine Months Ended June 30,
                                   (Unaudited)


                                                        Three Months                    Nine Months
                                                   -------------------------     ------------------------- 
                                                      1997           1996           1997           1996
                                                   ----------     ----------     ----------     ----------
<S>                                                <C>            <C>            <C>            <C>
Weighted average shares outstanding ..........      4,654,374      4,399,717      4,612,317      4,299,128

Weighted average - dilutive stock options ....        359,968        636,540        372,048        681,877

Shares issuable in connection with the
   acquisition of Catalog Resources, Inc. ....        121,713        160,475        121,713        160,475
                                                   ----------     ----------     ----------     ----------
                                                    5,136,055      5,196,732      5,106,078      5,141,480
                                                   ==========     ==========     ==========     ==========

Net income ...................................     $1,190,169     $1,752,695     $5,488,473     $6,035,790

Earnings per share and common equivalent share     $      .23     $      .34     $     1.07     $     1.17
                                                   ==========     ==========     ==========     ==========


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               JUN-30-1997
<CASH>                                      12,157,616
<SECURITIES>                                14,144,605
<RECEIVABLES>                               22,383,198
<ALLOWANCES>                                   548,000
<INVENTORY>                                    180,000
<CURRENT-ASSETS>                            50,260,427
<PP&E>                                      18,530,529
<DEPRECIATION>                              11,366,073
<TOTAL-ASSETS>                              65,705,024
<CURRENT-LIABILITIES>                       25,130,355
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        48,464
<OTHER-SE>                                  36,794,169
<TOTAL-LIABILITY-AND-EQUITY>                65,705,024
<SALES>                                              0
<TOTAL-REVENUES>                            75,238,106
<CGS>                                                0
<TOTAL-COSTS>                               51,758,748
<OTHER-EXPENSES>                            13,349,253
<LOSS-PROVISION>                                85,000
<INTEREST-EXPENSE>                             350,859
<INCOME-PRETAX>                              9,876,473
<INCOME-TAX>                                 4,388,000
<INCOME-CONTINUING>                          5,488,473
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 5,488,473
<EPS-PRIMARY>                                     1.07
<EPS-DILUTED>                                     1.07
        

</TABLE>


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