<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter 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: 0-26674
DATA DOCUMENTS INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 47-0714942
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4205 SOUTH 96TH STREET, OMAHA, NEBRASKA
(Address of principal executive offices)
68127
(Zip Code)
(402) 339-0900
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
------ ------
The number of shares outstanding of the Registrant's Common Stock, as of
June 30, 1997 was 9,687,532 (excluding 269,607 treasury shares).
1
<PAGE> 2
DATA DOCUMENTS INCORPORATED
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page Number
-----------
<S> <C> <C>
ITEM 1: FINANCIAL STATEMENTS:
CONSOLIDATED BALANCE SHEETS -
At June 30, 1997 and December 31, 1996 3
CONSOLIDATED STATEMENTS OF OPERATIONS -
For the Three and Six Months Ended June 30, 1997 and 1996 4
CONSOLIDATED STATEMENTS OF CASH FLOWS -
For the Six Months Ended June 30, 1997 and 1996 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6 - 8
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9 -11
PART II. OTHER INFORMATION
ITEM 3: CHANGES IN SECURITIES 12
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K 12-13
SIGNATURES 14
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM I. - FINANCIAL STATEMENTS
DATA DOCUMENTS INCORPORATED AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1997 AND DECEMBER 31, 1996
(COLUMNAR AMOUNTS IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
JUNE 30, DECEMBER 31,
--------- ---------
1997 1996
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 13,300 $ 11,151
Accounts receivable, net of allowance of $475,000 and $311,000 34,152 31,459
Inventories (Note B) 38,183 37,979
Other current assets 1,962 898
--------- ---------
Total Current Assets 87,597 81,487
PROPERTY, PLANT AND EQUIPMENT 37,623 37,328
GOODWILL, net of accumulated amortization of $2,897,000 and $2,689,000 9,531 9,837
DEFERRED FINANCING COSTS AND OTHER ASSETS 5,402 5,325
--------- ---------
$ 140,153 $ 133,977
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 19,824 $ 18,566
Accrued compensation 3,166 3,453
Accrued interest payable 4,134 4,072
Current maturities of long-term obligations 947 934
Current and deferred income taxes
415 1,017
--------- ---------
Total Current Liabilities 28,486 28,042
POST-RETIREMENT BENEFITS 1,897 1,881
LONG-TERM OBLIGATIONS, net of current maturities 63,952 63,965
DEFERRED INCOME TAXES 2,489 2,413
COMMITMENTS AND CONTINGENCIES (Note C)
COMMON STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value; 5,000,000 shares authorized; none issued -- --
Common stock, $0.001 par value; 15,000,000 shares authorized; 9,957,139 and
9,564,831 shares issued; 9,687,532 and 9,295,224 shares outstanding, respectively 10 10
Additional paid-in capital 32,022 32,020
Retained earnings 11,503 5,881
Stockholder notes receivable (206) (235)
Treasury stock, 269,607 shares acquired at no cost -- --
--------- ---------
Total Common Stockholders' Equity
43,329 37,676
--------- ---------
$ 140,153 $ 133,977
========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE> 4
<TABLE>
<CAPTION>
DATA DOCUMENTS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(COLUMNAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
- --------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------- ----------- ----------- -----------
1997 1996 1997 1996
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
NET SALES $ 63,811 $ 59,638 $ 126,394 $ 124,678
COST OF GOODS SOLD 47,611 43,521 93,338 92,242
----------- ----------- ----------- -----------
Gross Profit 16,200 16,117 33,056 32,436
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 9,224 9,303 19,009 18,802
----------- ----------- ----------- -----------
Operating Income 6,976 6,814 14,047 13,634
DEBT EXPENSE, including amortization of
$198,000, $207,000, $399,000 and $415,000 2,254 2,440 4,607 4,960
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES 4,722 4,374 9,440 8,674
INCOME TAX EXPENSE 1,905 1,775 3,818 3,520
----------- ----------- ----------- -----------
INCOME BEFORE EXTRAORDINARY ITEM 2,817 2,599 5,622 5,154
EXTRAORDINARY ITEM, net of tax (Note D) - (54) - (54)
----------- ----------- ----------- -----------
NET INCOME $ 2,817 $ 2,545 $ 5,622 $ 5,100
=========== =========== =========== ===========
EARNINGS PER COMMON SHARE:
Primary:
Income before extraordinary item $ 0.28 $ 0.26 $ 0.56 $ 0.52
Extraordinary item - (0.01) - (0.01)
----------- ----------- ----------- -----------
Net Income $ 0.28 $ 0.25 $ 0.56 $ 0.51
=========== =========== =========== ===========
WEIGHTED AVERAGE COMMON AND
COMMON EQUIVALENT SHARES
OUTSTANDING:
Primary 9,951,967 9,960,398 9,954,979 9,932,331
=========== =========== =========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE> 5
<TABLE>
<CAPTION>
DATA DOCUMENTS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(COLUMNAR AMOUNTS IN THOUSANDS)
- -------------------------------------------------------------------------------------------------------
SIX MONTHS ENDED
JUNE 30,
-------- --------
1997 1996
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,622 $ 5,100
Adjustments to reconcile net income to net cash from operating activities:
Depreciation 1,941 2,172
Amortization of intangibles 783 715
Extraordinary item -- 37
Provision for deferred income taxes 26 (265)
Gain on sale of property, plant and equipment (14) (58)
Changes in operating assets and liabilities:
Accounts receivable (2,693) 574
Inventories (204) 950
Other current assets (984) (59)
Accounts payable and accrued liabilities 606 (429)
Accrued interest 62 87
Current taxes on income and other (534) 639
Other assets (550) 276
-------- --------
Net cash flows from operating activities 4,061 9,739
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,247) (1,031)
Proceeds from the sale of property, plant and equipment 25 111
-------- --------
Net cash flows from investing activities (2,222) (920)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of debt (102) (621)
Change in liability for outstanding checks 381 (2,586)
Payments for stock registration costs -- (127)
Proceeds from exchange of stock options and warrants 2 --
Principal receipts on stockholder notes receivable 29 --
-------- --------
Net cash flows from financing activities 310 (3,334)
-------- --------
NET INCREASE IN CASH 2,149 5,485
CASH AND CASH EQUIVALENTS, Beginning of period 11,151 2,024
-------- --------
CASH AND CASH EQUIVALENTS, End of period $ 13,300 $ 7,509
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 4,452 $ 4,553
======== ========
Income taxes $ 4,330 $ 3,065
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
5
<PAGE> 6
DATA DOCUMENTS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996
(UNAUDITED)
- --------------------------------------------------------------------------------
A. MANAGEMENT STATEMENTS
The consolidated financial statements of DATA DOCUMENTS INCORPORATED
include the accounts of its wholly-owned subsidiaries Data Documents,
Inc. (DDI), PBF Washington, Inc. (PBF) and Cal Emblem Labels, Inc. (Cal
Emblem). The summarized financial information of DDI (see Note E)
include the accounts of its wholly-owned subsidiaries PBF and Cal
Emblem. All significant intercompany transactions and accounts have been
eliminated during consolidation.
The consolidated financial statements of the Company contained herein
should be read in conjunction with the financial statements included in
the Company's Annual Report on Form 10-K for the year ended December 31,
1996.
The consolidated financial statements are unaudited and reflect all
adjustments (consisting only of normal and recurring adjustments) that
are, in the opinion of management, necessary for a fair presentation of
the financial position, results of operations and cash flows for the
interim periods. The results of operations and cash flows for the six
months ended June 30, 1997 are not necessarily indicative of the
results for the year ending December 31, 1997.
Certain reclassifications have been made to the 1996 financial
statements to conform to those classifications used in 1997.
B. INVENTORIES
Inventories consisted of (in thousands):
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
---------------------------
1997 1996
(UNAUDITED)
<S> <C> <C>
Finished goods $28,891 $28,739
Work in process 1,181 1,264
Raw materials 7,126 7,032
Supplies and spare parts 985 944
------- -------
$38,183 $37,979
======= =======
</TABLE>
Substantially all inventories were valued using the LIFO method. If the
FIFO method of inventory accounting had been used, inventories would
have been lower than reported by $3,786,000 and $3,500,000 at June 30,
1997 and December 31, 1996, respectively. On a FIFO basis, operating
income would have been higher (lower) by ($81,000) and $16,000,
respectively, for the three months ended June 30, 1997 and June 30,
1996, and ($286,000) and ($1,142,000) for the six months ended June 30,
1997 and June 30, 1996. The FIFO cost of inventories approximates
replacement cost.
C. COMMITMENTS AND CONTINGENCIES
The Company is subject to lawsuits and claims which arise out of the
normal course of its business. In the opinion of management, the
disposition of such claims will not have a material adverse effect on
the Company's financial position or results of operations.
6
<PAGE> 7
D. EXTRAORDINARY ITEM
In June 1996, the Company incurred an extraordinary charge of $54,000,
net of income tax benefit of $34,000, for the write-off of unamortized
deferred financing costs, unamortized original issue discount, and
certain premium on reacquisition associated with the repurchase of
$500,000 of Senior Notes.
E. SUMMARIZED FINANCIAL INFORMATION
Following is the summarized financial information of DDI and its
subsidiaries (in thousands):
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
--------------------------------
1997 1996
(UNAUDITED)
<S> <C> <C>
Current assets $87,597 $81,487
Noncurrent assets $52,556 $52,490
Current liabilities $28,486 $28,042
Noncurrent liabilities $68,338 $68,259
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
1997 1996 1997 1996
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net sales $ 63,811 $ 59,638 $126,394 $124,678
Gross profit $ 16,200 $ 16,117 $ 33,056 $ 32,436
Net income $ 2,817 $ 2,545 $ 5,622 $ 5,100
</TABLE>
Following is the summarized financial information of PBF and Cal Emblem
(wholly-owned subsidiaries of DDI), which are guarantors of the Senior
Notes.
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
-----------------------------------
1997 1996
(UNAUDITED)
<S> <C> <C>
Current assets $7,155 $6,849
Noncurrent assets $8,889 $8,813
Current liabilities $7,461 $7,474
Noncurrent liabilities $ 675 $ 883
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
1997 1996 1997 1996
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net sales $ 8,317 $ 8,038 $16,745 $16,680
Gross profit $ 1,607 $ 1,488 $ 3,373 $ 3,248
Net income $ 266 $ 126 $ 603 $ 387
</TABLE>
7
<PAGE> 8
F. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1996, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 125, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities, which established accounting and reporting standards for
such transfers. The Company has adopted SFAS No. 125 effective January
1, 1997 as required. The impact on the Company's financial position and
results of operations was not material.
In February 1997, the Financial Accounting Standards Board issued SFAS
No. 128, Earnings Per Share, which specifies the computation,
presentation and disclosure requirements for earnings per share. SFAS
No. 128 is applicable for fiscal years ending after December 15, 1997.
The objective of the statement is to simplify the computation of
earnings per share and replaces primary and fully diluted earnings per
share, as disclosed under certain pronouncements, with basic and diluted
earnings per share. Pro forma basis earnings per share for the three
months and six months ended June 30, 1997 and 1996 are $0.29, $0.26,
$0.57 and $0.51, respectively. Pro forma diluted earnings per share for
the three months and six months ended June 30, 1997 and 1996 are $0.28,
$0.25, $0.56 and $0.51, respectively.
In June 1997, the Financial Accounting Standards Board issued SFAS No.
131, Disclosures About Segments of an Enterprise and Related
Information, which established presentation of financial data based on
the "management approach". SFAS No. 131 is applicable for fiscal years
beginning after December 15, 1997. The Company is currently in the
process of reviewing this new presentation requirement.
G. SUBSEQUENT EVENT
In July 1997, the Company acquired Moore Labels, Inc. (Moore Labels) of
Wichita, Kansas, a privately held supplier of pressure-sensitive labels
used in the pharmaceutical, food, plastics and miscellaneous
manufacturing industries. This acquisition was not material to the
Company.
8
<PAGE> 9
ITEM 2.
MANAGEMENTS' DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED JUNE 30, 1997 AND 1996:
NET SALES
Net sales were $63.8 million for the quarter ended June 30, 1997, an increase of
7.0% from $59.6 million in 1996. Paper price decreases in 1997 over 1996 are
estimated to have negatively impacted total sales by approximately 2.7%, most of
which related to business forms and supplies. Net sales of business forms,
supplies and services decreased 0.5% with an increase of 8.3% in custom forms
sales and a decrease of 22.9% in stock forms sales. Pressure-sensitive label
sales increased 13.8% and InteliMail(R) sales increased 37.1% due to the
addition of new customers.
GROSS PROFIT
Gross profit was $16.2 million for the quarter ended June 30, 1997, an increase
of $0.1 million, or 0.5% from $16.1 million in 1996. As a percentage of sales,
gross profit was 25.4% compared with 27.0% in 1996. Gross profit margin dollars
of business forms, supplies and services decreased 8.4% for the second quarter
of 1997 as a result of competitive pressures and lower margins on products
purchased from third party vendors. Pressure-sensitive label gross profit margin
dollars increased 13.0% in the second quarter of 1997 primarily as a result of
higher sales. InteliMail gross profit margin dollars increased 29.1%, primarily
as a result of operating levels from increased sales volume.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were $9.2 million for the quarter
ended June 30, 1997, a decrease of $0.1 million over 1996. The decrease in
expenses resulted from cost reduction efforts. These expenses decreased as a
percentage of sales to 14.4% from 15.6% in 1996, as a result of the increased
sales on slightly lower operating expenses.
DEBT EXPENSE
The decrease in debt expense of $0.2 million is due to the combination of lower
debt in 1997 and interest income generated from the Company's cash balance.
EXTRAORDINARY EXPENSE
In June 1996, the Company repurchased $500,000 of the Senior Notes at a price of
$110. The premium along with the related unamortized debt issuance cost and
issuance discount resulted in a charge of $54,000, net of income tax benefit of
$34,000.
9
<PAGE> 10
COMPARISON OF SIX MONTHS ENDED JUNE 30, 1997 AND 1996:
NET SALES
Net sales were $126.4 million for the six months ended June 30, 1997, an
increase of 1.4% from $124.7 million in 1996. Paper price decreases in 1997 over
1996 are estimated to have negatively impacted total sales by approximately
4.4%, most of which related to business forms and supplies. Net sales of
business forms, supplies and services decreased 5.8% with an increase of 2.4% in
custom forms sales and a decrease of 26.2% in stock forms sales.
Pressure-sensitive label sales increased 10.6% and InteliMail sales increased
20.0% due to the addition of new customers and growth from existing customers.
GROSS PROFIT
Gross profit was $33.0 million for the six months ended June 30, 1997, an
increase of $0.6 million, or 1.9% from $32.4 million in 1996. As a percentage of
sales, gross profit was 26.2% compared with 26.0% in 1996. Gross profit margin
dollars of business forms, supplies and services decreased 2.9% for the first
six months of 1997 as a result of competitive pressures and lower margins on
products purchased from third party vendors. Pressure-sensitive label gross
profit margin dollars increased 8.0% in the first six months of 1997 on more
sales volume. InteliMail gross profit margin dollars increased 17.7%, primarily
as a result of operating levels from increased sales volume.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were $19.0 million for the six
months ended June 30, 1997, an increase of $0.2 million over 1996. These
expenses as a percentage of sales were 15.0% from 15.1% in 1996, as a result of
increased sales on slightly higher operating expenses.
DEBT EXPENSE
The decrease in debt expense of $0.4 million is due to the combination of lower
debt in 1997 and interest income generated from the Company's cash balance.
EXTRAORDINARY EXPENSE
In June 1996, the Company repurchased $500,000 of the Senior Notes at a price of
$110. The premium along with the related unamortized debt issuance cost and
issuance discount resulted in a charge of $54,000, net of income tax benefit of
$34,000.
10
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
The Company relies primarily upon operating cash flow and borrowings under its
revolving credit facilities to finance capital expenditures, increases in
working capital and debt service. At June 30, 1997, working capital was $59.1
million, an increase of $5.7 million from the working capital balance as of
December 31, 1996. Operating activities generated cash of approximately $4.1
million during the six months ended June 30, 1997. Cash provided by operations
during the first six months of 1997 was the result of increased earnings. The
Company had a net cash outflow of approximately $2.2 million from its investing
activities during the six months ended June 30, 1997, for capital expenditures.
The Company estimates that its capital expenditures for fiscal 1997 will be
between $6.0 million and $7.0 million.
In connection with the 1995 acquisition of Cal Emblem, the Company issued two
five-year term promissory notes in the aggregate principal amount of $2.2
million which accrue interest at the rate of 10% per annum. Principal and
interest payments are due in approximately equal installments over five years.
The tax-exempt industrial revenue bonds in the principal amount of $170 thousand
bear an annual interest rate of 10.125% and are due on October 1, 1997. Monthly
sinking fund payments are required.
In January 1997, DDI entered into a new revolving facility (the "Revolving
Credit Facility") that provides for borrowing of up to $20 million. The
Revolving Credit Facility is secured by the Company's accounts receivable and
the proceeds thereof and, subject to the first lien of the holders of the Senior
Notes, by the Company's inventory and proceeds thereof. Outstanding indebtedness
under the Revolving Credit Facility is limited to 80% of eligible accounts
receivable (subject to reduction by the lender under certain circumstances). The
facility will expire in July 1999. Under the terms of the Indenture governing
the Senior Notes, the Company is permitted to incur additional revolving credit
indebtedness in an amount equal to 85% of its accounts receivable, and based
upon accounts receivable balances at June 30, 1997, the Company was permitted to
incur approximately $20 million of revolving credit indebtedness. As of June 30,
1997, there was no amount outstanding under the Company's Revolving Credit
Facility. The facility restricts certain liens, the payment of dividends on, and
redemption of, any class of the capital stock of DDI (all of which is currently
owned by Data Documents Incorporated), PBF or Cal Emblem and certain other
restricted payments, among other things.
In connection with the acquisition of Moore Labels, the aggregate consideration
for the transfer of the capital stock of Moore Labels was approximately $13.6
million. The consideration paid was a combination of: (a) $11.6 million on the
Closing Date, and (b) $2.0 million in cash deposited in an escrow account to be
paid to the Shareholders over three years. The cash portion of the purchase was
supplied by excess cash and the use of approximately $5.0 million of the
Revolving Credit Facility.
The Company expects to satisfy its obligations under the Senior Notes, the
promissory notes issued in connection with the Cal Emblem acquisition and the
industrial revenue bonds, as well as future capital expenditures and working
capital requirements, with cash flow from operations, and believes that this
source will provide sufficient liquidity to enable it to meet its working
capital requirements for at least the next 12 months.
11
<PAGE> 12
PART II. OTHER INFORMATION
Item 2. CHANGES IN SECURITIES
(a) During the quarter ended June 30, 1997, 71,031 shares of common
stock were issued as a result of the exercise of 6,287 Warrants.
(b) During the quarter ended June 30, 1997, 833 shares of common
stock were issued as a result of the exercise of stock options.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 8, 1997 at the Annual Meeting of Stockholders, all nominees were
re-elected to the Board of Directors as follows:
<TABLE>
<CAPTION>
Total Votes For Total Vote Against
Each Director Each Director
------------- -------------
<S> <C> <C>
Walter J. Kearns 7,517,594 5,140
Joseph C. Addison 7,517,594 5,140
Thomas W. Blumenthal 7,517,594 5,140
Robert W. Cruickshank 7,517,594 5,140
</TABLE>
The second item of business conducted at the meeting was, as described in the
Proxy Statement dated April 7, 1997, the ratification of the selection of
Deloitte & Touche LLP as the independent public accountants of the Company
during 1997. The ratification was approved based on the votes set forth below:
<TABLE>
<CAPTION>
Number of Votes For Number of Votes Against Number of Votes Abstained
------------------- ----------------------- -------------------------
<S> <C> <C>
7,508,856 2,873 11,005
</TABLE>
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 11 - Statement Regarding Computation of Per Share
Earnings
(b) Current Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June
30, 1997.
12
<PAGE> 13
DATA DOCUMENTS INCORPORATED
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.
DATA DOCUMENTS INCORPORATED
/s/ A. Robert Thomas
----------------------------------
A. Robert Thomas
Chief Financial Officer
/s/ Walter J. Kearns
----------------------------------
Walter J. Kearns
President and Chief Executive Officer
13
<PAGE> 1
EXHIBIT 11
<TABLE>
<CAPTION>
DATA DOCUMENTS INCORPORATED AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(AMOUNTS IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
- --------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- ---------------------------
1997 1996 1997 1996
<S> <C> <C> <C> <C>
PRIMARY EARNINGS PER SHARE:
Common stock outstanding 9,687,083 9,173,771 9,686,891 9,173,771
Common stock equivalents:
Common stock warrants, if dilutive 197,498 710,093 197,498 710,093
Common stock options - incremental shares 67,386 76,534 70,590 48,467
----------- ----------- ----------- -----------
Weighted average shares outstanding 9,951,967 9,960,398 9,954,979 9,932,331
=========== =========== =========== ===========
Net income, as adjusted:
Before extraordinary item $ 2,817 $ 2,599 $ 5,622 $ 5,154
Extraordinary item available for common stock -- (54) -- (54)
----------- ----------- ----------- -----------
Net income available for common stock $ 2,817 $ 2,545 $ 5,622 $ 5,100
=========== =========== =========== ===========
Primary earnings per share
Before extraordinary item $ 0.28 $ 0.26 $ 0.56 $ 0.52
Extraordinary item available for common stock -- (0.01) -- (0.01)
----------- ----------- ----------- -----------
Net income available for common stock $ 0.28 $ 0.25 $ 0.56 $ 0.51
=========== =========== =========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 13,300
<SECURITIES> 0
<RECEIVABLES> 34,627
<ALLOWANCES> 475
<INVENTORY> 38,183
<CURRENT-ASSETS> 87,597
<PP&E> 85,838
<DEPRECIATION> 48,215
<TOTAL-ASSETS> 140,153
<CURRENT-LIABILITIES> 28,486
<BONDS> 63,952
0
0
<COMMON> 10
<OTHER-SE> 43,319
<TOTAL-LIABILITY-AND-EQUITY> 140,153
<SALES> 126,394
<TOTAL-REVENUES> 126,394
<CGS> 93,338
<TOTAL-COSTS> 93,338
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,607
<INCOME-PRETAX> 9,440
<INCOME-TAX> 3,818
<INCOME-CONTINUING> 5,622
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,622
<EPS-PRIMARY> .56
<EPS-DILUTED> .56
</TABLE>
