DATA DOCUMENTS INC
10-Q/A, 1997-11-13
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<PAGE>   1
                                        
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549-1004

                                  FORM 10-Q/A


(Mark One)

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

For the quarter ended September 30, 1997

                                       OR

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

For the transition period from                     to

Commission file number:  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
September 30, 1997 was 9,710,226 (excluding 269,607 treasury shares).


<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 September 30, 1997 and December 31, 1996                                           3

             CONSOLIDATED STATEMENTS OF OPERATIONS -
               For the Three and Nine Months Ended September 30, 1997 and 1996                       4

             CONSOLIDATED STATEMENTS OF CASH FLOWS -
               For the Nine Months Ended September 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 2:      CHANGES IN SECURITIES                                                                  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

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
(COLUMNAR AMOUNTS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                       SEPTEMBER 30,  DECEMBER 31,
                                                                                        --------------------------
                                                                                           1997          1996
                                                                                        ---------      ---------
                                                                                       (UNAUDITED)
<S>                                                                                     <C>            <C>      
ASSETS

CURRENT ASSETS:'
  Cash and cash equivalents                                                             $   1,371      $  11,151
  Accounts receivable, net of allowance of $ 506,000 and $311,000                          36,817         31,459
  Inventories (Note B)                                                                     39,480         37,979
  Other current assets                                                                      1,474            898
                                                                                        ---------      ---------
           Total Current Assets                                                            79,142         81,487

PROPERTY, PLANT AND EQUIPMENT                                                              43,632         37,328
GOODWILL, net of accumulated amortization of $3,039,000 and $2,689,000                     18,437          9,837
DEFERRED FINANCING COSTS AND OTHER ASSETS                                                   5,441          5,325
                                                                                        ---------      ---------
                                                                                        $ 146,652      $ 133,977
                                                                                        =========      =========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued liabilities                                              $  20,165      $  18,566
  Accrued compensation                                                                      3,584          3,453
  Accrued interest payable                                                                  2,071          4,072
  Current maturities of long-term obligations                                               3,892            934
  Current and deferred income taxes                                                           243          1,017
                                                                                        ---------      ---------
           Total Current Liabilities                                                       29,955         28,042

POST-RETIREMENT BENEFITS                                                                    1,905          1,881
LONG-TERM OBLIGATIONS, net of current maturities                                           65,578         63,965
DEFERRED INCOME TAXES                                                                       3,040          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; 9,979,833 and
  9,564,831 shares issued; 9,710,226 and 9,295,224 shares outstanding, respectively            10             10
  Additional paid-in capital                                                               32,024         32,020
  Retained earnings                                                                        14,328          5,881
  Stockholder notes receivable                                                               (188)          (235)
  Treasury stock, 269,607 shares acquired at no cost                                         --             --
                                                                                        ---------      ---------
           Total Common Stockholders' Equity                                               46,174         37,676
                                                                                        ---------      ---------
                                                                                        $ 146,652      $ 133,977
                                                                                        =========      =========
</TABLE>

See Notes to Consolidated Financial Statements.



                                       3
<PAGE>   4

DATA DOCUMENTS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(COLUMNAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED          NINE MONTHS ENDED
                                                        SEPTEMBER 30,                SEPTEMBER 30,
                                                --------------------------    --------------------------
                                                    1997           1996           1997          1996
                                                -----------    -----------    -----------    -----------
                                                        (UNAUDITED)                   (UNAUDITED)

<S>                                             <C>            <C>            <C>            <C>        
NET SALES                                       $    65,687    $    59,794    $   192,081    $   184,472

COST OF GOODS SOLD                                   48,677         43,638        142,015        135,880
                                                -----------    -----------    -----------    -----------
           Gross Profit                              17,010         16,156         50,066         48,592

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES          9,927          9,484         28,936         28,286
                                                -----------    -----------    -----------    -----------

           Operating Income                           7,083          6,672         21,130         20,306

DEBT EXPENSE, including amortization of
  $203,000, $206,000, $602,000 and $621,000           2,326          2,416          6,933          7,376
                                                -----------    -----------    -----------    -----------

INCOME BEFORE INCOME TAXES                            4,757          4,256         14,197         12,930

INCOME TAX EXPENSE                                    1,932          1,726          5,750          5,246
                                                -----------    -----------    -----------    -----------
INCOME BEFORE EXTRAORDINARY ITEM                      2,825          2,530          8,447          7,684

EXTRAORDINARY ITEM, net of tax (Note D)                --             --             --              (54)
                                                -----------    -----------    -----------    -----------
NET INCOME                                      $     2,825    $     2,530    $     8,447    $     7,630
                                                ===========    ===========    ===========    ===========

EARNINGS PER COMMON SHARE:
  Primary:
    Income before extraordinary item            $      0.28    $      0.25    $      0.85    $      0.77
    Extraordinary item                                 --             --             --             --
                                                -----------    -----------    -----------    -----------
      Net Income                                $      0.28    $      0.25    $      0.85    $      0.77
                                                ===========    ===========    ===========    ===========

WEIGHTED AVERAGE COMMON AND
  COMMON EQUIVALENT SHARES
  OUTSTANDING:
    Primary                                      10,050,942      9,955,759      9,987,460      9,940,141
                                                ===========    ===========    ===========    ===========
</TABLE>


See Notes to Consolidated Financial Statements.



                                       4
<PAGE>   5

DATA DOCUMENTS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(COLUMNAR AMOUNTS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                     NINE MONTHS ENDED
                                                                                       SEPTEMBER 30,
                                                                                   ---------------------
                                                                                     1997         1996
                                                                                   --------     --------
                                                                                  (UNAUDITED) (UNAUDITED)
<S>                                                                                <C>          <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                       $  8,447     $  7,630
 Adjustments to reconcile net income to net cash flows from operating
  activities:
      Depreciation                                                                    3,080        3,123
      Amortization of intangibles                                                     1,236        1,091
      Extraordinary item                                                               --             37
      Provision for deferred income taxes                                              (482)        (309)
      Gain on sale of property, plant and equipment                                     (16)         (65)
      Changes in operating assets and liabilities (net of effects from purchase
     of Moore Labels, Inc.):
        Accounts receivable                                                          (3,954)       2,710
        Inventories                                                                    (787)         994
        Other current assets                                                           (177)        (370)
        Accounts payable and accrued liabilities                                      1,272        1,297
        Accrued interest                                                             (2,001)      (1,884)
        Current taxes on income and other                                              (337)         402
        Other assets                                                                   (283)         380
                                                                                   --------     --------
           Net cash flows from operating activities                                   5,998       15,036
                                                                                   --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                               (3,819)      (3,222)
  Proceeds from the sale of property, plant and equipment                                28          117
  Investment in Moore Labels, Inc. - net of cash acquired                           (13,972)        --
                                                                                   --------     --------
           Net cash flows from investing activities                                 (17,763)      (3,105)
                                                                                   --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from debt                                                                  2,790         --
  Payment of debt                                                                      (724)      (1,239)
  Change in liability for outstanding checks                                           (132)      (3,034)
  Payments for stock registration costs                                                --           (142)
  Proceeds from exchange of stock options and warrants                                    4         --
  Principal receipts on stockholder notes receivable                                     47           23
                                                                                   --------     --------
          Net cash flows from financing activities                                    1,985       (4,392)
                                                                                   --------     --------

NET CHANGE IN CASH                                                                   (9,780)       7,539

CASH AND CASH EQUIVALENTS, Beginning of period                                       11,151        2,024
                                                                                   --------     --------

CASH AND CASH EQUIVALENTS, End of period                                           $  1,371     $  9,563
                                                                                   ========     ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest                                                                       $  8,719     $  8,822
                                                                                   ========     ========

    Income taxes                                                                   $  6,573     $  4,986
                                                                                   ========     ========
</TABLE>


See Notes to Consolidated Financial Statements.



                                       5
<PAGE>   6

DATA DOCUMENTS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
- --------------------------------------------------------------------------------

A.      MANAGEMENT STATEMENTS

        The consolidated financial statements of DATA DOCUMENTS INCORPORATED
        (Data Documents) include the accounts of its wholly-owned subsidiaries
        Data Documents, Inc. (DDI), PBF Washington, Inc. (PBF), Cal Emblem
        Labels, Inc. (Cal Emblem) and Moore Labels, Inc. (Moore Labels). The
        summarized financial information of DDI (see Note E) include the
        accounts of its wholly-owned subsidiaries PBF, Cal Emblem and Moore
        Labels. 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 nine
        months ended September 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>
                                                                           SEPTEMBER 30,           DECEMBER 31,
                                                                          ----------------------------------------
                                                                                1997                   1996
                                                                            (UNAUDITED)
<S>                                                                        <C>                     <C>      
         Finished goods                                                       $  29,832              $ 28,739
         Work in process                                                          1,397                 1,264
         Raw materials                                                            7,243                 7,032
         Supplies and spare parts                                                 1,008                   944
                                                                              ---------              --------
                                                                              $  39,480              $ 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 $4,676,000 and $3,500,000 at September
        30, 1997 and December 31, 1996, respectively. On a FIFO basis, operating
        income would have been lower by $890,000 and $710,000, respectively, for
        the three months ended September 30, 1997 and September 30, 1996, and
        $1,176,000 and $1,852,000 for the nine months ended September 30, 1997
        and September 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>
                                                           SEPTEMBER 30,         DECEMBER 31,
                                                          -----------------------------------
                                                               1997                  1996
                                                            (UNAUDITED)

<S>                                                          <C>                  <C>     
        Current assets                                       $ 79,142             $ 81,487
        Noncurrent assets                                    $ 67,510             $ 52,490
        Current liabilities                                  $ 29,955             $ 28,042
        Noncurrent liabilities                               $ 70,523             $ 68,259
</TABLE>


<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED                  NINE MONTHS ENDED
                                          SEPTEMBER 30,                      SEPTEMBER 30,
                                ---------------------------         ---------------------------
                                    1997             1996               1997            1996
                                           (UNAUDITED)                      (UNAUDITED)
<S>                             <C>              <C>                <C>              <C>       
        Net sales               $  65,687        $  59,794          $  192,081       $  184,472
        Gross profit            $  17,010        $  16,156          $   50,066       $   48,592
        Net income              $   2,825        $   2,530          $    8,447       $    7,630
</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>
                                                           SEPTEMBER 30,        DECEMBER 31,
                                                          ----------------------------------
                                                                1997                1996
                                                            (UNAUDITED)

<S>                                                         <C>                 <C>       
        Current assets                                      $   6,977           $    6,849
        Noncurrent assets                                   $   9,312           $    8,813
        Current liabilities                                 $   7,523           $    7,474
        Noncurrent liabilities                              $     629           $      883
</TABLE>


<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED                 NINE MONTHS ENDED
                                          SEPTEMBER 30,                     SEPTEMBER 30,
                                ---------------------------         -------------------------------
                                    1997             1996               1997                 1996
                                         (UNAUDITED)                           (UNAUDITED)
<S>                             <C>              <C>                <C>                  <C>       
        Net sales               $   8,069        $   8,489          $   24,814           $   25,169
        Gross profit            $   1,577        $   1,866          $    4,950           $    5,114
        Net income              $     229        $     368          $      832           $      755
</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 basic earnings per share for the three
        months and nine months ended September 30, 1997 and 1996 are $0.29,
        $0.26, $0.85 and $0.77, respectively. Pro forma diluted earnings per
        share for the three months and nine months ended September 30, 1997 and
        1996 are $0.28, $0.25, $0.85 and $0.77, 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.      ACQUISITION

        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. The aggregate consideration for the transfer
        of the capital stock of Moore Labels was approximately $14.4 million
        paid in cash. The consideration paid was supplied by excess cash and the
        use of approximately $5.0 million of the Revolving Credit Facility. This
        acquisition was not material to the Company.

H.      MERGER AGREEMENT

        In September 1997, the Company entered a Merger Agreement with Corporate
        Express, Inc. (Corporate Express), a multi-national corporation
        headquartered in Broomfield, Colorado. Corporate Express is a publicly
        traded company traded on the Nasdaq National Market (Nasdaq) and is a
        provider of non-production goods and services to large corporations. The
        exchange ratio for the merger has been fixed so that each outstanding
        share of Data Documents' common stock will be converted into 1.1 shares
        of Corporate Express common stock. The merger has been approved by the
        respective Boards of Directors of the companies and is subject to Data
        Documents stockholders' approval. Data Documents would become a wholly
        owned subsidiary of Corporate Express upon completion of the merger.

I.      SUBSEQUENT EVENT

        A special meeting of stockholders of Data Documents will be held on
        November 25, 1997 at 10:00 a.m., at which time the stockholders will be
        asked to approve and accept the Merger Agreement discussed in Note H.



                                       8
<PAGE>   9

        ITEM 2.

                     MANAGEMENTS' DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996:

NET SALES

Net sales were $65.7 million for the quarter ended September 30, 1997, an
increase of 9.9% from $59.8 million in 1996. Net sales of business forms,
supplies and services increased 4.0% with an increase of 10.3% in custom forms
sales and a decrease of 14.4% in stock forms sales. Pressure-sensitive label
sales increased 15.7%, partially due to the Moore Labels acquisition and
InteliMail(R) sales increased 31.4% due to the addition of new customers and
growth from existing customers.

GROSS PROFIT

Gross profit was $17.0 million for the quarter ended September 30, 1997, an
increase of $0.8 million, or 5.0% from $16.2 million in 1996. As a percentage of
sales, gross profit was 25.9% compared with 27.0% in 1996. Gross profit margin
dollars of business forms, supplies and services increased 0.5% for the third
quarter of 1997, primarily as a result of higher sales. Pressure-sensitive label
gross profit margin dollars increased 3.9% in the third quarter of 1997,
primarily as a result of higher sales. InteliMail gross profit margin dollars
increased 10.2%, primarily as a result of increased sales volume.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses were $9.9 million for the quarter
ended September 30, 1997, an increase of $0.4 million over 1996. The increase in
expenses resulted from the increased sales activity. These expenses decreased as
a percentage of sales to 15.1% compared to 15.9% in 1996, as a result of the
increased sales on slightly higher operating expenses.

DEBT EXPENSE

The decrease in debt expense of $0.1 million is due to the combination of lower
debt in 1997 and interest income generated from the Company's cash balance,
prior to the Moore Labels acquisition.



                                       9
<PAGE>   10

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996:

NET SALES

Net sales were $192.1 million for the nine months ended September 30, 1997, an
increase of 4.1% from $184.5 million in 1996. Paper price decreases in 1997 over
1996 are estimated to have negatively impacted total sales by approximately
3.6%, most of which related to business forms and supplies. Net sales of
business forms, supplies and services decreased 2.6% with an increase of 4.5% in
custom forms sales and a decrease of 22.6% in stock forms sales.
Pressure-sensitive label sales increased 12.4% partially due to the Moore Labels
acquisition and InteliMail sales increased 20.0% due to the addition of new
customers and growth from existing customers.

GROSS PROFIT

Gross profit was $50.1 million for the nine months ended September 30, 1997, an
increase of $1.5 million, or 3.1% from $48.6 million in 1996. As a percentage of
sales, gross profit was 26.1% compared with 26.3% in 1996. Gross profit margin
dollars of business forms, supplies and services was maintained at the same
dollar level for the first nine months of 1997. Pressure-sensitive label gross
profit increased 6.6% in the first nine months of 1997 on more sales volume.
InteliMail gross profit margin dollars increased 15.4%, primarily as a result of
increased sales volume.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses were $28.9 million for the nine
months ended September 30, 1997, an increase of $0.6 million over 1996. These
expenses as a percentage of sales were 15.1% compared to 15.3% in 1996, as a
result of slightly higher operating expenses on increased sales.

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 prior
to the Moore Labels acquisition purchase.

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 September 30, 1997, working capital was
$49.2 million, a decrease of $4.2 million from the working capital balance as
of December 31, 1996. Operating activities generated cash of approximately $6.0
million during the nine months ended September 30, 1997. The Company had a net
cash outflow of approximately $17.8 million from its investing activities during
the nine months ended September 30, 1997, primarily as a result of the
acquisition of Moore Labels and 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 were paid 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 September 30, 1997, the Company was
permitted to incur approximately $20 million of revolving credit indebtedness.
As of September 30, 1997, there was $2.8 million 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 $14.4
million paid in cash. The consideration paid 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 September 30, 1997, 71,031 shares of
                 common stock were issued as a result of the exercise of 2,000
                 Warrants.

         (b)     During the quarter ended  September 30, 1997, 98 shares of 
                 common stock were issued as a result of the exercise of stock
                 options.


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

                  In connection with the acquisition of Moore Labels, a Form 8-K
                  dated August 14, 1997 was filed during the quarter ended
                  September 30, 1997.

                  In connection with the merger transaction of Corporate
                  Express, a Form 8-K dated September 10, 1997 was filed during
                  the quarter ended September 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
Date:  November 13, 1997                 ---------------------------------
                                      A. Robert Thomas
                                      Chief Financial Officer





                                      /s/ Walter J. Kearns
Date:  November 13, 1997                 ---------------------------------
                                      Walter J. Kearns
                                      President and Chief Executive Officer






                                       13


<PAGE>   1

                                                                      EXHIBIT 11

DATA DOCUMENTS INCORPORATED AND SUBSIDIARIES

COMPUTATION OF EARNINGS PER SHARE
(AMOUNTS IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED            NINE MONTHS ENDED
                                                             SEPTEMBER 30,                 SEPTEMBER 30,
                                                      --------------------------    --------------------------
                                                          1997           1996          1997            1996
                                                      -----------    -----------    -----------    -----------
PRIMARY EARNINGS PER SHARE:
<S>                                                     <C>            <C>            <C>            <C>      
  Common stock outstanding                              9,710,226      9,230,261      9,710,226      9,230,261
  Common stock equivalents:
    Common stock warrants, if dilutive                    174,902        653,603        174,902        653,603
    Common stock options - incremental shares             165,814         71,895        102,332         56,277
                                                      -----------    -----------    -----------    -----------
  Weighted average shares outstanding                  10,050,942      9,955,759      9,987,460      9,940,141
                                                      ===========    ===========    ===========    ===========

  Net income, as adjusted:
     Before extraordinary item                        $     2,825    $     2,530    $     8,447    $     7,684
     Extraordinary item available for common stock            -              -              -              (54)
                                                      -----------    -----------    -----------    -----------
         Net income available for common stock        $     2,825    $     2,530    $     8,447    $     7,630
                                                      ===========    ===========    ===========    ===========

  Primary earnings per share
     Before extraordinary item                        $      0.28    $      0.25    $      0.85    $      0.77
     Extraordinary item available for common stock
                                                              -              -              -              -  
                                                      -----------    -----------    -----------    -----------
         Net income available for common stock        $      0.28    $      0.25    $      0.85    $      0.77
                                                      ===========    ===========    ===========    ===========
</TABLE>



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