-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, STQj4voexcZ9sSS1HrnH8TsGhbrkxMD3tKUrX9pBby5B9S9S3Syt/t+wZx6b8omD LtFAlMagKx/ksbLj/VFScg== 0000912057-96-020400.txt : 19960917 0000912057-96-020400.hdr.sgml : 19960917 ACCESSION NUMBER: 0000912057-96-020400 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960731 FILED AS OF DATE: 19960916 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL CORP CENTRAL INDEX KEY: 0000790406 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 410946258 STATE OF INCORPORATION: MN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14082 FILM NUMBER: 96630660 BUSINESS ADDRESS: STREET 1: ONE MERRILL CIRCLE STREET 2: ENERGY PARK CITY: ST PAUL STATE: MN ZIP: 55108 BUSINESS PHONE: 6126464501 FORMER COMPANY: FORMER CONFORMED NAME: MERRILL CORP/FA DATE OF NAME CHANGE: 19930915 10-Q 1 10-Q - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 1996 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-14082 MERRILL CORPORATION (Exact name of Registrant as specified in its charter) MINNESOTA 41-0946258 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) One Merrill Circle St. Paul, Minnesota 55108 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 612-646-4501 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 filing requirements for the past 90 days. Yes X No -------- -------- The number of shares outstanding of Registrant's Common Stock, par value $.01, on September 13, 1996 was 7,902,133. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART I. -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Included herein is the following unaudited financial information: Consolidated Balance Sheets as of July 31, 1996 and January 31, 1996. Consolidated Statements of Operations for the three-month and six-month periods ended July 31, 1996 and 1995. Consolidated Statements of Cash Flows for the six-month periods ended July 31, 1996 and 1995. Notes to Consolidated Financial Statements. 2 MERRILL CORPORATION CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED) ASSETS
JULY 31, JANUARY 31, 1996 1996 ----------- ----------- Current assets Cash and cash equivalents.......................................................... $ 2,462 $ 12,074 Trade receivables, less allowance for doubtful accounts of $4,881 and $3,545, respectively...................................................................... 74,659 48,566 Work in process inventories........................................................ 34,887 10,898 Other inventories.................................................................. 2,418 5,235 Other current assets............................................................... 3,710 2,463 ----------- ----------- Total current assets............................................................. 118,136 79,236 ----------- ----------- Property, plant and equipment, net................................................... 37,285 31,681 Goodwill, net........................................................................ 32,744 10,528 Other assets, net.................................................................... 7,981 4,076 ----------- ----------- Total assets..................................................................... $ 196,146 $ 125,521 ----------- ----------- ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Note payable, bank................................................................. $ 52,150 $ 6,000 Current maturities of long-term debt............................................... 1,057 770 Current maturities of capital lease obligations.................................... 242 538 Accounts payable................................................................... 20,287 17,598 Accrued expenses................................................................... 21,777 14,951 ----------- ----------- Total current liabilities........................................................ 95,513 39,857 ----------- ----------- Long-term debt, net of current maturities............................................ 6,525 4,525 Capital lease obligations, net of current maturities................................. 1,992 1,929 Other liabilities.................................................................... 5,045 1,476 ----------- ----------- Total liabilities................................................................ 109,075 47,787 ----------- ----------- Shareholders' equity Common stock, $.01 par value: 25,000,000 shares authorized; 7,902,133 shares and 7,855,783 shares, respectively, issued and outstanding............................ 79 78 Undesignated stock: 500,000 shares authorized; no shares issued.................... Additional paid-in capital......................................................... 17,217 16,324 Retained earnings.................................................................. 69,775 61,332 ----------- ----------- Total shareholders' equity....................................................... 87,071 77,734 ----------- ----------- Total liabilities and shareholders' equity....................................... $ 196,146 $ 125,521 ----------- ----------- ----------- -----------
The accompanying notes are an integral part of the consolidated financial statements. 3 MERRILL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED)
THREE-MONTHS ENDED SIX-MONTHS ENDED JULY 31 JULY 31 ------------------------- ----------------------- 1996 1995 1996 1995 ---------- ---------- ---------- ---------- Revenues.................................................... $ 87,569 $ 62,703 $ 158,769 $ 120,135 Cost of revenues............................................ 54,878 43,815 100,908 82,631 ---------- ---------- ---------- ---------- Gross profit.............................................. 32,691 18,888 57,861 37,504 Selling, general and administrative expenses................ 23,099 14,039 40,608 28,971 ---------- ---------- ---------- ---------- Operating income.......................................... 9,592 4,849 17,253 8,533 Interest expense............................................ (1,184) (234) (1,405) (446) Other income................................................ 85 182 225 316 ---------- ---------- ---------- ---------- Income before provision for income taxes.................. 8,493 4,797 16,073 8,403 Provision for income taxes.................................. 3,822 2,083 7,157 3,613 ---------- ---------- ---------- ---------- Net income................................................ $ 4,671 $ 2,714 $ 8,916 $ 4,790 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net income per common and common equivalent share: Primary................................................... $.57 $.34 $1.11 $.60 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Fully diluted............................................. $.57 $.34 $1.09 $.60 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Dividends per common share.................................. $.03 $.03 $ .06 $.06 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Weighted average number of common and common equivalent shares outstanding: Primary................................................... 8,214,770 7,967,817 8,067,014 7,935,543 -------- -------- -------- -------- -------- -------- -------- -------- Fully diluted............................................. 8,222,439 7,985,614 8,156,757 7,944,202 -------- -------- -------- -------- -------- -------- -------- --------
The accompanying notes are an integral part of the consolidated financial statements. 4 MERRILL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
SIX-MONTHS ENDED JULY 31 ---------------------- 1996 1995 ---------- ---------- Operating activities Net income.......................................................................... $ 8,916 $ 4,790 Adjustments to reconcile net income to net cash used in operating activities Depreciation and amortization..................................................... 4,918 4,820 Amortization of intangibles assets................................................ 982 553 Provision for losses on trade receivables......................................... 1,336 610 Change in deferred compensation................................................... (573) (602) Changes in operating assets and liabilities Trade receivables............................................................... (8,604) (12,070) Work in process inventories..................................................... (19,896) (1,245) Other inventories............................................................... 4,552 (2,705) Other current assets............................................................ (155) (1,367) Accounts payable................................................................ (3,811) (211) Accrued expenses................................................................ 3,465 1,617 Accrued and deferred income taxes............................................... (2,095) (975) ---------- ---------- Net cash used in operating activities......................................... (10,965) (6,785) ---------- ---------- Investing activities Business acquisitions, net of cash acquired......................................... (26,902) Purchase of property, plant and equipment........................................... (3,472) (9,579) Other, net.......................................................................... (814) 83 ---------- ---------- Net cash used in investing activities......................................... (31,188) (9,496) ---------- ---------- Financing activities Borrowings on note payable, bank.................................................... 93,475 18,000 Repayments on note payable, bank.................................................... (47,325) (11,100) Principal payments on long-term debt and capital lease obligations.................. (14,030) (184) Dividends paid...................................................................... (473) (461) Tax benefit realized upon exercise of stock options................................. 163 896 Other equity transactions, net...................................................... 731 93 ---------- ---------- Net cash provided by financing activities..................................... 32,541 7,244 ---------- ---------- Decrease in cash and cash equivalents................................................. (9,612) (9,037) Cash and cash equivalents, beginning of period........................................ 12,074 9,967 ---------- ---------- Cash and cash equivalents, end of period.............................................. $ 2,462 $ 930 ---------- ---------- ---------- ----------
The accompanying notes are an integral part of the consolidated financial statements. 5 MERRILL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. ACCOUNTING POLICIES The consolidated financial statements as of July 31, 1996 and for the periods ended July 31, 1996 and 1995 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which the Company considers necessary for a fair presentation of the results for the indicated periods. Certain information and accounting policies and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's latest annual report on Form 10-K. The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates. The most significant areas which require the use of management's estimates relate to the determination of the allowance for uncollectible trade accounts receivable, sales credits and obsolete inventory. 2. BUSINESS ACQUISITIONS On April 15, 1996, the Company purchased substantially all of the operating assets and assumed certain liabilities of The Corporate Printing Company, Inc. and Affiliated Group (CPC) for approximately $22.6 million in cash. The purchase price is subject to reductions equal to the amount that certain liabilities, as determined in the agreement, of CPC as of January 31, 1996, exceed $10 million, and by the amount that CPC's book value of assets as of January 31, 1996, less liabilities assumed by the Company is less than $13.2 million. The purchase price is also subject to reductions for the collection of certain accounts receivables, net losses of CPC for the period January 1, 1996 through April 15, 1996 and expenses incurred with closing certain foreign offices of CPC. The purchase price is subject to increase by 11% of CPC's affiliated Subchapter S corporations' net income for the period February 1, 1996 to April 15, 1996. The Company did not purchase any assets relating to CPC's pressroom and shipping businesses. The agreement calls for additional contingent consideration, not to exceed $12 million, based on increases in the average stock price, as defined in the agreement, of the Company's common stock through April 15, 2001. The Company also entered into a five-year non-compete agreement with CPC's principal shareholder that requires payments totalling $3.4 million through April 15, 2001. The principal shareholder is also entitled to an additional $500,000 annually, through March 31, 2001, if the Company maintains certain business of a specified customer. The acquisition has been accounted for as a purchase. The allocation of the purchase price and the determination of the excess of the purchase price over the fair market value of the net assets acquired are preliminary as of July 31, 1996. The excess of the purchase price over the estimated fair value of the net tangible and intangible identifiable assets acquired approximated $16.5 million and is being amortized using the straight-line method over 15 years. On March 29, 1996, the Company purchased all of the outstanding common stock of FMC Resource Management Corporation for $5.4 million in cash and a promissory note for $2.0 million. The agreement calls for additional contingent consideration, not to exceed $4 million, based on annual gross profits through January 31, 2001, as defined in the agreement. The acquisition has been accounted for as a purchase. The allocation of the purchase price and the determination of the excess of the purchase price over the fair market value of the net assets acquired are preliminary as of July 31, 1996. The excess of the purchase price over the estimated fair value of the net tangible and intangible identifiable assets acquired approximated $6.0 million and is being amortized using the straight-line method over 15 years. 6 MERRILL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. BUSINESS ACQUISITIONS (CONTINUED) Pro forma (unaudited) results for the three-month and six-month periods ended July 31, 1995 as though the acquisitions had been effective at February 1, 1995 are as follows:
THREE-MONTHS ENDED SIX-MONTHS ENDED JULY 31, 1995 JULY 31, 1995 ------------------- ----------------- (IN THOUSANDS EXCEPT PER SHARE AMOUNTS) Revenues................................... $ 81,810 $ 158,857 -------- ----------------- -------- ----------------- Net Income................................. $ 1,821 $ 3,714 -------- ----------------- -------- ----------------- Net Income Per Share....................... $ 0.23 $ 0.47 -------- ----------------- -------- -----------------
3. FINANCIAL AGREEMENT The Company amended its revolving credit agreement during fiscal year 1997. The agreement provides for an unsecured bank line of credit through April 12, 1999. Amounts available for borrowing under the amended agreement were increased from $15 million to $60 million. Under the amended agreement, the Company has the option to borrow at the bank's reference rate, at 1.0% above the London Interbank Offered Rate or at 1.0% above a certificate of deposit based rate. The Company is required to pay a commitment fee of 0.25% on the unused portion of the line. The amended revolving credit agreement includes various covenants, including the maintenance of minimum tangible net worth and limitations on the amounts of certain transactions without the approval of the bank. 4. SHAREHOLDERS' EQUITY In May 1996, shareholders of the Company ratified the Company's 1996 Non-Employee Director Plan (the Plan) whereby 200,000 shares of common stock are reserved for granting of nonstatutory options and awarding common shares as partial payment to non-employee directors who serve on the the Company's Board of Directors. Nonstatutory stock options issued under the Plan are granted at an exercise price not less than 100% of the fair market value of the Company's common stock on the date of grant. Compensation expense is recorded when common stock is awarded as partial payment for the director's annual retainer in an amount approximately equal to the fair market value of the Company's common stock on the date of grant. As of July 31, 1996, nonstatutory options for 18,000 shares and 1,750 shares of common stock were granted. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain statements in Management's Discussion and Analysis of Financial Condition and Results of Operations, constitute 'forward-looking' statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such 'forward-looking' statements involve known and unknown risks, uncertainties, or achievements of the Company which may cause actual results to be materially different from any future results, performance, or achievements expressed or implied by such 'forward-looking' statements. These risks and uncertainties include, but are not limited to, the effect of economic and financial market conditions, government security reporting regulations, paper costs and the integration and performance of recent acquisitions. RESULTS OF OPERATIONS The following table sets forth the percentage relationship to revenues of certain items in the Company's consolidated statements of operations for the three-month and six-month periods ended July 31, 1996 and 1995, and the percentage change in such items between the periods.
THREE-MONTHS ENDED JULY 31, SIX-MONTHS ENDED JULY 31, ------------------------------------- ---------------------------------------- PERCENTAGE PERCENTAGE INCREASE INCREASE PERCENTAGE (DECREASE) PERCENTAGE (DECREASE) OF REVENUES ----------- OF REVENUES ----------- --------------------- 1996 VS. ------------------------ 1996 VS. 1996 1995 1995 1996 1995 1995 -------- -------- ----------- -------- -------- ----------- Revenues Financial.................................. 38.4% 32.7% 64% 36.1% 29.5% 62% Corporate.................................. 31.9 32.2 38 31.1 35.0 17 Commercial and Other....................... 18.6 22.3 16 21.1 22.1 26 Document Management Services............... 11.1 12.8 22 11.7 13.4 15 -------- -------- -------- -------- Total revenues........................... 100.0 100.0 40 100.0 100.0 32 Cost of revenues............................. 62.7 69.9 25 63.6 68.8 22 -------- -------- -------- -------- Gross profit............................. 37.3 30.1 73 36.4 31.2 54 Selling, general and administrative expenses.................................... 26.3 22.4 65 25.5 24.1 40 -------- -------- -------- -------- Operating income......................... 11.0 7.7 98 10.9 7.1 102 Interest expense............................. (1.4) (0.4) 406 (.9) (0.4) 215 Other income................................. -- 0.3 (53) .1 0.3 (29) -------- -------- -------- -------- Income before taxes...................... 9.6 7.6 77 10.1 7.0 91 Provision for income taxes................... 4.3 3.3 83 4.5 3.0 98 -------- -------- -------- -------- Net income............................... 5.3% 4.3% 72 5.6% 4.0% 86 -------- -------- -------- -------- -------- -------- -------- --------
REVENUES. Revenues for the second quarter of fiscal year 1997 and the six-month period ended July 31, 1996, increased 40% and 32% respectively, when compared to the corresponding periods in the previous year. These increases reflect general growth in all of the Company's revenue categories and the impact of the first full quarter of operating activity of recently acquired FMC Resource Management Corporation (FMC) and the Corporate Printing Company, Inc. (CPC). Financial revenue increased 64% for the current quarter and 62% for the current six-month period when compared to the same periods a year ago. The increase in Financial revenue reflects continued growth of financial market transactions which the Company began to experience during the last half of fiscal year 1996 and the inclusion of a full quarter of CPC related operating activities. The increase in Corporate revenue of 38% for the current quarter and 17% for the current six-month period, when compared to the same periods a year ago, is attributed to strong corporate compliance work during the first half of fiscal year 1997, continued demand for EDGAR services and additional market share contributed by CPC's fund clients. Commercial and Other revenue increased for both of the current periods reflecting 8 increased revenues from election-related printing activities and revenue generated by FMC. Document Management Services revenue for the current quarter and the six-month period ended July 31, 1996 increased 22% and 15%, respectively, when compared to the same periods a year ago. The increase in revenue reflects a 37% increase in Document Service Center revenue during the first two quarters of fiscal year 1997 when compared to the same period in fiscal year 1996. This growth was offset by less than anticipated growth in the transactional reprographics and imaging services. GROSS PROFIT. Gross profit increased as a percentage of revenue for both the current quarter and the six-month period. The increase was primarily a result of strong Financial category activity which increased utilization of our central typesetting facility resulting in improved margins. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. During the current quarter, selling, general and administrative expenses increased as a percent of revenue, when compared to the same period one year ago, resulting in an overall increase of selling, general and administrative expenses as a percent of revenue for the six-month period ended July 31, 1996. This increase is attributable to higher costs associated with the Company's continued expansion of selling and marketing activities and integration costs associated with the CPC and FMC acquisitions. PROVISION FOR INCOME TAXES. The effective income tax rate was 45% during the current quarter and 44.5% for the current six-month period. This compares to an effective income tax rate of 43.4% for the second quarter a year ago and 43% for the six-month period ended July 31, 1995. The increase in the effective rates is a result of increased non-deductible business entertainment expenses being incurred in conjunction with increased Financial category activity. The tax rate for the current six-month period represents the estimated effective tax rate for fiscal year 1997. LIQUIDITY AND CAPITAL RESOURCES Working capital at July 31, 1996 decreased to $22.6 million from $39.4 million at January 31, 1996, and is primarily the result of financing the fiscal year 1997 first quarter acquisitions of FMC and CPC with the Company's revolving credit agreement. Amounts outstanding under the revolving credit agreement approximated $52 million at July 31, 1996 compared to $6 million on January 31, 1996. The Company is currently in the process of obtaining long term financing to replace acquisition-related borrowings under the revolving credit agreement. There are no assurances that long term financing can be completed given the uncertainty of financial markets. Strong operating results for the six-month period ended July 31, 1996 have partially offset the decrease in working capital resulting from the financing impact of the acquisitions. Increased revenue during the current periods and continued demand for Company products and services have resulted in an increase in July 31, 1996 accounts receivable and work-in-process inventory balances of $26.1 million and $24.0 million, respectively, when compared to corresponding balances at January 31, 1996. Capital expenditures for the six-month period ended July 31, 1996 approximated $3.5 million and primarily related to reprographic and computer based production equipment. Cash and cash equivalents decreased by approximately $9.6 million during the six-month period ended July 31, 1996. NEW ACCOUNTING STANDARD In October 1995, the Financial Accounting Standards Board issued Statement No. 123 "Accounting for Stock-Based Compensation." This statement established financial accounting and reporting standards for stock-based employee compensation plans. The Company intends to follow the option that permits companies to apply current accounting standards for stock-based employee compensation. Effective with fiscal year-end 1997 reporting, the Company will disclose pro forma net income and net income per share amounts as if Statement No. 123 were applied. 9 PART II. -- OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS On May 21, 1996, the Registrant held its Annual Meeting of Shareholders and elected its Board of Directors, each for a one year term. The vote totals for the election of the Board of Directors were as follows: Rick R. Atterbury received 6,357,933 shares voted for and 4,140 withheld; James R. Campbell received 6,355,501 shares voted for and 6,572 withheld; John W. Castro received 6,358,083 shares voted for and 3,990 withheld; Ronald N. Hoge received 6,358,083 shares voted for and 3,990 withheld; Frederick W. Kanner received 6,357,651 shares voted for and 4,422 withheld; Richard G. Lareau received 5,953,245 shares voted for and 408,828 withheld; Paul G. Miller received 6,357,983 shares voted for and 4,090 withheld; and Robert F. Nienhouse received 6,357,933 shares voted for and 4,140 withheld. The shareholders also adopted the Company's 1996 Non-Employee Director Plan by a vote of 4,958,166 shares in favor, 798,921 shares against, and 604,986 shares abstain. The shareholders also ratified the selection of Coopers & Lybrand L.L.P. as the independent accountants of the Company by a vote of 6,353,337 shares in favor, 423 shares against, and 8,313 shares abstain. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 11. Schedule of Computation of Per Share Earnings (b) Reports on Form 8-K An amendment to Form 8-K, reporting under Item 5 of the acquisition by the Registrant of all of the issued and outstanding capital stock of FMC Resource Management Corporation on March 29, 1996, was filed on June 10, 1996. The Company had previously filed the Form 8-K pursuant to Item 2. An amendment to Form 8-K relating to the acquisition by a wholly-owned subsidiary of the Registrant of certain assets and assumption of certain liabilities of The Corporate Printing Company, Inc. on April 15, 1996, was filed on July 1, 1996. This amendment, pursuant to Item 7, included the financial statements of The Corporate Printing Company, Inc. and Affiliated Group (consisting of balance sheets as of December 31, 1995 and 1994 and the related statements of income and retained earnings and cash flows for the years then ended including the accountants' reports thereon.) Also included were unaudited condensed consolidated pro-forma statements of operations for the three-month period ended April 30, 1996 and for the year ended January 31, 1996. 10 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. (REGISTRANT) MERRILL CORPORATION BY (SIGNATURE) /s/ John W. Castro (NAME AND TITLE) John W. Castro, President and Chief Executive Officer (DATE) September 13, 1996 BY (SIGNATURE) /s/ Kay A. Barber (NAME AND TITLE) Kay A. Barber, Chief Financial Officer (DATE) September 13, 1996 11 EXHIBIT INDEX
EXHIBIT METHOD OF FILING - --------- --------------------------------- 11. Schedule of Computation of Per Share Earnings........................ Filed herewith electronically 27. Financial Data Schedules............................................. Filed herewith electronically
EX-11 2 EXHIBIT 11 EXHIBIT 11 MERRILL CORPORATION SCHEDULE OF COMPUTATION OF PER SHARE EARNINGS (UNAUDITED)
THREE MONTHS SIX MONTHS ENDED JULY 31, ENDED JULY 31, ---------------------------- ---------------------------- 1996 1995 1996 1995 ------------- ------------- ------------- ------------- Primary: Net income......................................... $ 4,671,408 $ 2,714,290 $ 8,916,495 $ 4,789,834 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Weighted average number of common shares outstanding during the period..................... 7,888,116 7,743,790 7,874,950 7,692,713 Add common equivalent shares relating to outstanding options to purchase common stock using the treasury stock method......................... 326,654 224,027 192,064 242,830 ------------- ------------- ------------- ------------- Weighted average number of common and common equivalent shares outstanding................. 8,214,770 7,967,817 8,067,014 7,935,543 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Primary income per common share...................... $.57 $.34 $1.11 $.60 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Fully diluted: Net income......................................... $ 4,671,408 $ 2,714,290 $ 8,916,495 $ 4,789,834 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Weighted average number of common shares outstanding during the period..................... 7,888,116 7,743,790 7,874,950 7,692,713 Add common equivalent shares relating to outstanding options to purchase common stock using the treasury stock method......................... 334,323 241,824 281,807 251,489 ------------- ------------- ------------- ------------- Weighted average number of common and common equivalent shares outstanding................. 8,222,439 7,985,614 8,156,757 7,944,202 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- Fully diluted income per common share................ $.57 $.34 $1.09 $.60 ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
EX-27 3 EXHIBIT 27
5 1,000 6-MOS JAN-31-1997 FEB-01-1996 JUL-31-1996 2,462 0 79,540 4,881 37,305 118,136 76,610 39,325 196,146 95,513 0 0 0 79 86,992 196,146 158,769 158,769 100,908 100,908 40,608 1,336 1,405 16,073 7,157 8,916 0 0 0 8,916 1.11 1.09
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