==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
COMMISSION FILE NUMBER 1-13792
Global DirectMail Corp
----------------------
(Exact name of registrant as specified in its charter)
Delaware 11-3262067
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
22 Harbor Park Drive
Port Washington, New York 11050
-------------------------------
(Address of registrant's principal executive offices)
(516) 625-1555
--------------
(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.
[X] Yes [ ] No
The number of shares outstanding of the registrant's Common Stock as of
June 30, 1996 was 37,856,990.
==============================================================================
<PAGE>
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
GLOBAL DIRECTMAIL CORP
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
June 30, December 31,
1996 1995
-------- -----------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ...................... $ 49,063 $ 28,477
Accounts receivable, net ....................... 103,053 84,390
Inventories .................................... 78,078 71,645
Prepaid expenses and current assets ............ 24,070 28,268
-------- --------
Total current assets .................... 254,264 212,780
PROPERTY AND EQUIPMENT, net ...................... 19,383 17,255
GOODWILL, net .................................... 15,936 16,125
NOTES RECEIVABLE AND OTHER ASSETS ................ 1,383 1,355
-------- --------
TOTAL ............................................ $290,966 $247,515
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses .......... $ 82,351 $ 85,189
Current portion of long term debt .............. 562 5,395
-------- --------
Total current liabilities ............... 82,913 90,584
-------- --------
LONG TERM DEBT ................................... 2,931 2,924
-------- --------
STOCKHOLDERS' EQUITY:
Preferred stock ................................ -- --
Common stock ................................... 379 369
Additional paid-in capital ..................... 168,606 138,470
Retained earnings .............................. 35,867 14,688
Cumulative translation adjustment .............. 270 480
-------- --------
Total stockholders' equity .............. 205,122 154,007
-------- --------
TOTAL ............................................ $290,966 $247,515
======== ========
See notes to condensed consolidated financial statements.
<PAGE>
GLOBAL DIRECTMAIL CORP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------- -------------------------
1996 1995 1996 1995
--------- --------- --------- ---------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
NET SALES ......................................... $ 213,707 $ 149,443 $ 432,439 $ 310,128
COST OF SALES ..................................... 153,637 103,853 307,348 213,604
--------- --------- --------- ---------
GROSS PROFIT ...................................... 60,070 45,590 125,091 96,524
SELLING, GENERAL AND ADMINISTRATIVE ............... 44,601 33,445 91,337 69,729
--------- --------- --------- ---------
INCOME FROM OPERATIONS ............................ 15,469 12,145 33,754 26,795
INTEREST AND OTHER (INCOME) EXPENSE, net .......... (445) 1,395 (683) 1,716
INCOME TAXES ...................................... 6,127 780 13,258 1,809
OFFICER/SHAREHOLDERS' COMPENSATION ................ -- (1,696) -- 4,707
--------- --------- --------- ---------
NET INCOME ........................................ $ 9,787 $ 11,666 $ 21,179 $ 18,563
========= ========= ========= =========
Net income per common share ....................... $ .26 $ .56
========= =========
Common and common equivalent shares outstanding ... 38,296 37,819
========= =========
Pro Forma Income Data
Historical income before income taxes $ 12,446 $ 20,372
Pro forma adjustments other than income taxes (657) 5,684
--------- ---------
Pro forma income before income taxes 11,789 26,056
Pro forma income taxes 4,598 10,162
--------- ---------
Pro forma net income $ 7,191 $ 15,894
========= =========
Pro forma net income per common share (1) $ .21 $ .47
========= =========
Pro forma common shares outstanding (1) 33,926 33,867
========= =========
<FN>
- -----------
(1) If the common shares outstanding after the Initial Public Offering in
June 1995 were outstanding for the three and six month periods ended
June 30, 1995, then the pro forma net income per share for the three
and six month periods ended June 30, 1995 would have been $0.20 and
$0.43 respectively.
</FN>
</TABLE>
See notes to condensed consolidated financial statements.
GLOBAL DIRECTMAIL CORP
CONDENSED STATEMENT OF CONSOLIDATED STOCKHOLDERS' EQUITY
(IN THOUSANDS)
Additional Cumulative
Common Paid-in Retained Translation
Stock Capital Earnings Adjustment
----- ------- -------- ----------
Balances, January 1, 1996 ......... $ 369 $138,470 $ 14,688 $ 480
Difference arising from translation
of foreign statements ........... (210)
Net proceeds from sale of
common stock .................... 10 30,136
Net income ........................ 21,179
-------- -------- --------- --------
Balances, June 30, 1996 ........... $ 379 $168,606 $ 35,867 $ 270
======== ======== ======== ========
See notes to condensed consolidated financial statements.
<PAGE>
GLOBAL DIRECTMAIL CORP
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(IN THOUSANDS)
Six-Month Period
Ended June 30,
----------------------
1996 1995
--------- ---------
(Unaudited)
CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES:
Net income ........................................ 21,179 $ 18,563
Adjustments to reconcile net income to
net cash (used in) provided by
operating activities:
Depreciation and amortization, net ............... 2,051 754
Provision for returns and doubtful accounts ...... 2,133 3,113
Changes in assets and liabilities:
Accounts receivable .............................. (21,087) (9,262)
Inventories ...................................... (6,751) (5,701)
Prepaid catalog expense and other
prepaid expenses and current assets .............. 4,452 (8,614)
Accounts payable and accrued expenses ............ (2,656) 5,938
------- ---------
Net cash (used in) provided by
operating activities .................. (679) 4,791
------- ---------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Additions to property and equipment ................ (4,462) (2,742)
Transactions with affiliated entities .............. -- 572
------- ---------
Net cash used in investing activities ... (4,462) (2,170)
------- ---------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Net repayments of short-term borrowings from banks . -- (19,100)
Repayment of long-term debt ........................ (4,830) --
Repayment of notes payable to related parties
and advances to related parties .................. -- 4,702
Net proceeds from sale of common stock ............. 30,146 134,512
Dividends paid ..................................... -- (2,000)
Payment of notes payable to shareholders ........... -- (97,800)
------ ---------
Net cash provided by financing
activities........................... 25,316 20,314
------ ---------
EFFECTS OF EXCHANGE RATES ON CASH ..................... 411 125
------ ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS ............. 20,586 23,060
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD ....... 28,477 8,826
------ ---------
CASH AND CASH EQUIVALENTS - END OF PERIOD ............. 49,063 $ 31,886
====== =========
See notes to condensed consolidated financial statements.
<PAGE>
GLOBAL DIRECTMAIL CORP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND BASIS OF PRESENTATION
Global DirectMail Corp ("Global" or the "Company") was incorporated in
April 1995 and is the successor to several corporations owned by
related shareholders. In connection with the consummation of an
initial public offering in June 1995 (the "Initial Public Offering"),
the shareholders of these predecessor companies agreed to exchange all
of the outstanding capital stock for 28,400,000 shares of common stock
of the Company and the predecessor companies terminated their
elections to be treated as S Corporations.
In addition to this exchange, notes aggregating $97.8 million which
were issued by certain of the predecessor companies to the
shareholders, representing S Corporation earnings and tax basis
through the date of the closing of the Initial Public Offering, were
paid. Such payment was made net of $10.6 million of notes receivable
from officers'/shareholders' and loans made to officers/shareholders
of $1.2 million. In addition, all affiliated indebtedness which
existed at that time was satisfied.
Pursuant to the Initial Public Offering, Global sold 8,308,750 shares
at $17.50 per share. In March 1996 the Company completed an
additional public offering of 1,000,000 shares at $32.25 per share.
Net income per common share for the three and six months ended June
30, 1996 was computed based on the weighted average number of common
shares and share equivalents outstanding for the period.
The financial position of the Company as of June 30,1996, the results
of operations for the three and six months ended June 30, 1996, and
cash flows and changes in stockholders' equity for the six months
ended June 30, 1996 include Tiger Direct, Inc. ("Tiger Direct") which
was acquired in November 1995 and has been accounted for as a
purchase. Goodwill which resulted from this transaction was
approximately $21.9 million and is being amortized over a 20 year
life.
All intercompany accounts have been eliminated in consolidation.
In the opinion of the Company, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (consisting
of only normal and recurring accruals) necessary to present fairly the
financial position of the Company as of June 30,1996 and the results
of operations for the three and six months ended June 30, 1996 and
1995, cash flows for the six months ended June 30, 1996 and 1995 and
changes in stockholders' equity for the six months ended June 30,
1996. The December 31, 1995 Balance Sheet has been extracted from the
audited combined financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.
These condensed consolidated financial statements should be read in
conjunction with the Company's audited consolidated financial
statements as of December 31, 1995 and for the period then ended. The
results for the three and six months ended June 30, 1996 are not
necessarily indicative of the results for an entire year.
<PAGE>
GLOBAL DIRECTMAIL CORP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. PRO FORMA INFORMATION
Pro Forma Income Adjustments
The pro forma income data for the three and six month periods ended
June 30, 1995 present the effects on the historical combined financial
statements of certain transactions as if they occurred as of the
beginning of that period, including (1) reduced levels of compensation
and royalty payments to officers/shareholders, (2) the elimination of
$500,000 per year of compensation paid to a shareholder pursuant to a
consulting agreement entered into in 1992 which terminated in
connection with the Initial Public Offering, (3) the elimination of
$1.1 million of interest expense on certain notes issued to certain
shareholders of the predecessor companies, and (4) provision for
income taxes to eliminate the benefit, for income tax purposes, of the
predecessor companies with S Corporation status.
Payments to Executive Officers'/Shareholders' - An adjustment has been
made to eliminate (1) compensation paid to the Company's three
principal executive officers/shareholders in excess of $300,000 each
per annum and (2) royalty expenses paid under a royalty agreement to
the Company's three principal officers/shareholders aggregating
approximately $47,000 and $85,000 respectively for the three and six
month periods ended June 30, 1995. In connection with the Initial
Public Offering, the amount of salary and bonus to be paid to each of
the three executive officers/shareholders was reduced to $300,000 per
year, the patents were assigned to Global and the royalty agreement
was terminated.
Income Taxes - The pro forma adjustment reflects increased provisions
for income taxes to an effective rate of 39 percent for the three and
six month periods ended June 30, 1995. While this effective rate
represents the Company's pro forma tax rate based on historic earnings
trends in the respective tax jurisdictions, this rate may change in
the future in accordance with such trends and as tax credits currently
available are fully utilized.
Pro Forma Net Income Per Common Share
Pro forma earnings per share ("EPS") was calculated based upon the
weighted average number of common shares assumed outstanding for the
three and six month periods ended June 30, 1995. Pro forma EPS for
the three months and six months ended June 30, 1995 using the number
of shares actually outstanding after the Initial Public Offering
(36,708,750) would be $0.20 and $0.43, respectively.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Three Months Ended June 30, 1996 Compared to Three Months Ended June 30, 1995
Net sales increased by $64.3 million or 43.0% to $213.7 million in
the second quarter of 1996 from $149.4 million in the second quarter of
1995. The increase was attributable to (i) the inclusion of a full quarter
of sales in North America from Tiger Direct, (ii) increased revenues from
the Company's outbound telemarketing program (iii) an increase in the
number of catalogs mailed, including certain new catalog titles introduced
in the first quarter in Europe and (iv) increased catalog response rates
compared to the second quarter of 1995. Catalog response rates are
calculated as the number of orders entered during the period divided by the
number of catalogs mailed during the period. Average order value increased
by 5.6% compared to the year ago quarter as a result of the continued
increases in sales of brand name products and hardware. Sales attributable
to the Company's North American operations increased 51.0% to $160.2
million in the second quarter of 1996 from $106.1 million in the second
quarter of 1995 while European sales increased 23.6% to $53.5 million in
the second quarter 1996 from $43.3 million in the second quarter of 1995.
Sales growth in the UK and France remained strong. The remainder of Europe
grew more modestly.
Gross profit, which consists of net sales less product and certain
shipping and distribution center costs, increased by $14.5 million or 31.8%
to $60.1 million in the second quarter of 1996 from $45.6 million in the
second quarter of 1995. Gross profit margin decreased to 28.1% of net
sales in the second quarter of 1996 from 30.5% in the second quarter of
1995. The decrease in gross profit margin is due to the Company's
continued strategic decision to increase the proportion of net sales
attributable to brand name products, particularly computer related products
which typically have lower profit margins than many of the Company's other
products, and the inclusion of Tiger Direct whose product mix has a lower
profit margin. As described below, the significant portion of this decline
has been offset by a continued decline in selling, general and
administrative expenses as a percentage of net sales.
Selling, general and administrative expenses increased by $11.2
million or 33.5% to $44.6 million in the second quarter of 1996 from $33.4
million in the second quarter of 1995. Selling, general and administrative
expenses decreased as a percentage of sales, to 20.9% in the second quarter
of 1996 from 22.4% in the second quarter of 1995. The decrease as a
percentage of net sales was primarily attributable to reduced costs as a
result of (i) vendor supported advertising, (ii) continued expense control
and (iii) the leveraging of selling, general and administrative expenses
over a larger sales base.
Prior to the closing of the Company's Initial Public Offering on
June 29, 1995, selling, general and administrative expenses excluded
executive officer compensation paid to the Company's three principal
stockholders who also serve as the Company's three principal executive
officers. Effective as of June 29, 1995, a base salary of $300,000 per
year was established for each of such executive officers. None of such
executive officers is eligible for any increase in salary or any
discretionary bonus until June 29, 1997. The increase in selling, general
and administrative expenses attributable to such salaries was partially
offset by the termination on June 29, 1995 of a $500,000 per year
consulting agreement entered into in 1992 with a stockholder.
Income from operations increased by $3.3 million or 27.4% to $15.5
million from $12.1 million in the year ago quarter. Income from operations for
the second quarter of 1996 as a percentage of net sales decreased to 7.2% from
8.1% in the year ago quarter. The decrease was primarily the result of the
inclusion of Tiger Direct in the second quarter of 1996, which operated at
approximately break even for the quarter.
Tiger Direct was acquired in November of 1995 and is being accounted
for under the purchase method of accounting. The Company's 1995 second quarter
results do not include the pre-acquisition losses from Tiger Direct, Inc. that
were reported in Tiger Direct's second quarter 1995 report on Form 10-Q.
Interest and other (income) expense, net, increased by $1.9
million to income of $0.4 million in the second quarter of 1996 from
expense of $1.5 million in the second quarter of 1995. Interest expense
decreased as a result of the repayment of certain notes to certain
shareholders of the predecessor companies at the end of the 1995 second
quarter. Interest income increased as a result of short term investments
for the second quarter of 1996. For the second quarter of 1995, interest
and other (income) expense, net, on a pro forma basis was expense of $0.3
million after the elimination of interest expense on certain notes issued
to certain shareholders of the predecessor companies.
Net income decreased $1.9 million to $9.8 million in the second
quarter of 1996 from $11.7 million in the second quarter of 1995. Net
income increased by $2.6 million in the second quarter of 1996 from pro
forma net income of $7.2 million in the second quarter of 1995. Pro forma
net income for the second quarter of 1995 reflects adjustments to give
effect to (i) reduced levels of officer compensation described above, (ii)
elimination of the consulting contract and royalty expense described above,
(iii) elimination of interest expense on certain notes issued to certain
shareholders of the predecessor companies described above and (iv) the
provision for income taxes at an assumed rate of 39%.
Six Months Ended June 30, 1996 Compared to Six Months Ended June 30, 1995
Net sales increased by $122.3 million or 39.4% to $432.4 million
in the first six months of 1996 from $310.1 million in the first six months
of 1995. The increase was attributable to (i) the inclusion of six months
of sales in North America from Tiger Direct, (ii) increased revenues from
the Company's outbound telemarketing program (iii) an increase in the
number of catalogs mailed including certain new catalog titles introduced
in the first quarter in Europe. As a result of the new catalog
introductions which included cross border mailings into countries in which
the Company does not have an existing customer base, response rates
compared to the first six months of 1995 decreased slightly. Catalog
response rates are calculated as the number of orders entered during the
period divided by the number of catalogs mailed during the period. Average
order value increased by 5.4% compared to the year ago period as a result
of the continued increases in sales of brand name products and hardware.
Sales attributable to the Company's North American operations increased
42.9% to $312.4 million in the first six months of 1996 from $218.6 million
in the first six months of 1995 while European sales increased 31.1% to
$120.0 million in the first six months 1996 from $91.6 million in the first
six months of 1995. Sales growth in the UK and France remained strong.
The remainder of Europe grew more modestly.
Gross profit, which consists of net sales less product and certain
shipping and distribution center costs, increased by $28.6 million or 29.6%
to $125.1 million in the first six months of 1996 from $96.5 million in the
first six months of 1995. Gross profit margin decreased to 28.9% of net
sales in the first six months of 1996 from 31.1% in the first six months of
1995. The decrease in gross profit margin is due to the Company's
continued strategic decision to increase the proportion of net sales
attributable to brand name products, particularly computer related products
which typically have lower profit margins than many of the Company's other
products, and the inclusion of Tiger Direct whose product mix has a lower
profit margin. As described below, the significant portion of this decline
has been offset by a continued decline in selling, general and
administrative expenses as a percentage of net sales.
Selling, general and administrative expenses increased by $21.6
million or 31.0% to $91.3 million in the first six months of 1996 from
$69.7 million in the first six months of 1995. Selling, general and
administrative expenses decreased as a percentage of sales, to 21.1% in the
first six months of 1996 from 22.5% in the first six months of 1995. The
decrease as a percentage of net sales was primarily attributable to reduced
costs as a result of (i) vendor supported advertising, (ii) continued
expense control and (iii) the leveraging of selling, general and
administrative expenses over a larger sales base.
Prior to the closing of the Company's Initial Public Offering on
June 29, 1995, selling, general and administrative expenses excluded
executive officer compensation paid to the Company's three principal
stockholders who also serve as the Company's three principal executive
officers. Effective as of June 29, 1995, a base salary of $300,000 per
year was established for each of such executive officers. None of such
executive officers is eligible for any increase in salary or any
discretionary bonus until June 29, 1997. The increase in selling, general
and administrative expenses attributable to such salaries was partially
offset by the termination on June 29, 1995 of a $500,000 per year
consulting agreement entered into in 1992 with a stockholder.
Income from operations increased by $7.0 million or 26.0% to $33.8
million from $26.8 million in the year ago quarter. Income from operations
for the first six months of 1996 as a percentage of net sales decreased to
7.8% from 8.6% in the year ago quarter. The decrease was primarily the
result of the inclusion of Tiger Direct in the first six months of 1996,
which operated at a small loss for the period.
Tiger Direct was acquired in November of 1995 and is being
accounted for under the purchase method of accounting. The Company's 1995
first six months results do not include the pre-acquisition losses from
Tiger Direct, Inc. that were reported for the first six months of 1995 in
Tiger Direct's second quarter report on Form 10-Q.
Interest and other (income) expense, net, increased by $2.4
million to income of $0.7 million in the first six months of 1996 from
expense of $1.7 million in the first six months of 1995. Interest expense
decreased as a result of the repayment of certain notes to the certain
shareholders of the predecessor companies at the end of the first six
months of 1995. Interest income increased as a result of short term
investments for the first six months of 1996. For the first six months of
1995, interest and other (income) expense, net, on a pro forma basis was
expense of $0.6 million after the elimination of interest expense on
certain notes issued to certain shareholders of the predecessor companies.
Net income increased $2.6 million to $21.2 million in the first
six months of 1996 from $18.6 million in the first six months of 1995. Net
income increased by $5.3 million in the first six months of 1996 from pro
forma net income of $15.9 million in the first six months of 1995. Pro
forma net income for the first six months of 1995 reflects adjustments to
give effect to (i) reduced levels of officer compensation described above,
(ii) elimination of the consulting contract and royalty expense described
above, (iii) elimination of interest expense on certain notes issued to
certain shareholders of the predecessor companies described above and (iv)
the provision for income taxes at an assumed rate of 39%.
Liquidity and Capital Resources
The Company's primary capital needs have been to fund (i) the
working capital requirements necessitated by its sales growth, (ii)
acquisitions and (iii) prior to its Initial Public Offering, distributions
to its stockholders to satisfy their tax liabilities resulting from the S
Corporation status of certain of the Company's predecessor companies. The
Company's primary sources of financing have been cash from operations, two
equity offerings, and to a lesser extent, bank borrowings and loans from
affiliates.
During the first six months of 1996 the Company received $30.1
million (net of estimated fees and expenses) from the sale of 1,000,000
shares of common stock. Also during the first six months of 1996 the
Company repaid $4.6 million of the European bank debt that was outstanding
at the end of 1995.
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders
The Company's Annual Meeting of Stockholders was held on May 2,
1996. At the meeting, (i) six persons were elected as directors of the
Company, (ii) the appointment of Deloitte & Touche LLP to serve as the
Company's independent auditors for the fiscal year ending December 31, 1996
was ratified and (iii) the Company's 1995 Stock Plan for Non-Employee
Directors was approved.
The number of votes cast for, against or withheld and the number of
non-votes for each of the above-listed matters is as follows:
<PAGE>
For Withheld Against Non-Vote
---------- -------- -------- --------
Election of Directors
(by nominee):
Richard Leeds 34,742,397 77,031
Bruce Leeds 34,743,972 75,456
Robert Leeds 34,744,010 75,418
Robert Dooley 34,742,760 76,668
Robert Rosenthal 34,744,010 75,418
Stacy Dick 34,743,401 76,027
Ratification
of Appointment
of Auditors 34,805,999 7,130 6,299
Approval of 1995
Stock Plan for
Non-Employee
Directors 34,019,368 764,979 35,081
Item 6. Exhibits
(a) Exhibits.
3.1 Certificate of Incorporation. (Incorporated herein by reference
to Exhibit 3.1 to the Company's Registration Statement on Form
S-1, File No. 33-92052).
3.2 By-Laws. (Incorporated herein by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-1, File
No. 33-92052).
4.1 Stockholders Agreement (Incorporated herein by reference
to the Company's quarterly report on Form 10-Q for the
quarterly period ended June 30, 1995).
4.2 Specimen Stock Certificate (Incorporated herein by reference
to Exhibit 4.2 to the Company's Registration Statement on
Form S-1, File No. 33-92052).
27 Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Company during the
three months ended June 30, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GLOBAL DIRECTMAIL CORP
/s/ Richard Leeds
Date: August 14, 1996 By:___________________________________
Richard Leeds
Chairman and Chief Executive Officer
/s/ Kenneth J. Hall
By:___________________________________
Kenneth J. Hall
Chief Financial Officer
(Principal Financial Officer)
<PAGE>
==============================================================================
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS AT JUNE 30, 1996 (UNAUDITED) AND THE
CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE SIX MONTHS ENDED JUNE
30, 1996 (UNAUDITED) OF GLOBAL DIRECTMAIL CORP AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 49,063
<SECURITIES> 0
<RECEIVABLES> 103,053
<ALLOWANCES> 0
<INVENTORY> 78,078
<CURRENT-ASSETS> 254,264
<PP&E> 19,383
<DEPRECIATION> 0
<TOTAL-ASSETS> 290,966
<CURRENT-LIABILITIES> 82,913
<BONDS> 2,931
0
0
<COMMON> 379
<OTHER-SE> 204,743
<TOTAL-LIABILITY-AND-EQUITY> 290,966
<SALES> 432,439
<TOTAL-REVENUES> 432,439
<CGS> 307,348
<TOTAL-COSTS> 307,348
<OTHER-EXPENSES> 91,337
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (683)
<INCOME-PRETAX> 34,437
<INCOME-TAX> 13,258
<INCOME-CONTINUING> 21,179
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,179
<EPS-PRIMARY> .56
<EPS-DILUTED> .56
<FN>
ALL AMOUNTS ARE PRESENTED IN THOUSANDS EXCEPT EARNINGS PER SHARE.
</FN>
</TABLE>
