1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 30, 1994 1-7208 - ------------------------------ ---------------------- For the quarterly period ended Commission file number DUPLEX PRODUCTS INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 36-2109817 - -------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification Number) Incorporation or Organization) 1947 Bethany Road, Sycamore, IL 60178 - ---------------------------------------- ----------------------------------- (Address of principal executive offices) (Zip code) (815) 895-2101 ---------------------------------------------------------------------- (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 1 2 Item 1. FINANCIAL STATEMENTS DUPLEX PRODUCTS INC. CONSOLIDATED CONDENSED BALANCE SHEET (Amounts in Thousands) ASSETS April 30, 1994 October 30,1993 (Unaudited) (Audited) ----------- ----------- Current assets: Cash and cash equivalents $ 16,007 $ 18,419 Receivables 77,824 76,021 Inventories 6,936 9,107 Income tax refund receivable 687 1,537 Deferred income tax benefits 7,100 3,500 -------- -------- Total current assets 108,554 108,584 Property, plant, and equipment-net 42,008 44,511 Other assets 3,577 2,964 -------- -------- Total Assets $154,139 $156,059 -------- -------- -------- -------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 1,212 $ 1,562 Accounts payable 8,227 10,505 Accrued liabilities 23,620 13,145 -------- -------- Total current liabilities 33,059 25,212 Long term debt 6,839 7,150 Deferred liabilities 6,406 6,434 Stockholder's equity 107,835 117,263 -------- -------- Total Liabilities & Equity $154,139 $156,059 -------- -------- -------- -------- The accompanying notes are an integral part of these consolidated condensed financial statements. 2 3 DUPLEX PRODUCTS INC. CONSOLIDATED CONDENSED INCOME STATEMENT (Amounts in Thousands-Except Per Share) Unaudited Second Quarter First Half 4/30/94 5/01/93 4/30/94 5/01/93 Net sales $ 67,744 $ 65,145 $ 134,226 $ 129,933 Cost of goods sold 52,679 48,830 103,104 97,286 ---------- ---------- ---------- ---------- Gross profit 15,065 16,315 31,122 32,647 Selling & administrative expenses 17,001 15,666 32,854 31,412 Restructuring costs 12,000 1,500 12,000 1,500 ---------- ---------- ---------- ----------- Operating loss (13,936) (851) (13,732) (265) Other income (expenses): Interest expense (147) (150) (295) (300) Other income 89 307 242 518 ---------- ---------- ---------- ---------- (58) 157 (53) 218 ---------- ---------- ---------- ---------- Loss before income tax credits (13,994) (694) (13,785) (47) Income tax credits (5,478) (264) (5,407) (18) ---------- ---------- ---------- ---------- Loss before cumulative effect of a change in accounting for income taxes (8,516) (430) (8,378) (29) Cumulative effect of a change in accounting for income taxes ____ ____ ____ 1,000 ---------- ---------- ---------- ---------- NET EARNINGS (LOSS) $ (8,516) $ (430) $ (8,378) $ 971 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Loss per share before cumulative effect of a change in accounting for income taxes $ (1.12) $ (.05) $ (1.10) $ ---- Cumulative effect of a change in accounting for income taxes --- --- --- .13 ---------- ---------- ---------- ---------- Earnings (loss) per share $ (1.12) $ ( .05) $ (1.10) $ .13 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Average common shares outstanding 7,589,000 7,752,000 7,618,000 7,754,000 The accompanying notes are an integral part of these consolidated condensed financial statements. 3 4 DUPLEX PRODUCTS INC. CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (Amounts in Thousands-Except Per Share) Unaudited First Half 4/30/94 5/01/93 ---------- ---------- Cash flows from operating activities: Net earnings (loss) $(8,378) $ 971 Depreciation and amortization 3,376 3,500 Restructuring costs 12,000 1,500 Other items (7,876) (3,805) -------- ------- Net cash flows used in operating activities ( 878) (2,166) Cash flows from investing activities: Property, plant, and equipment additions (873) (540) ------- ------- Net cash used in investing activities (873) (540) ------- ------- Cash flows from financing activities: Payments on long-term obligations (661) (580) ------- ------- Net cash used in financing activities (661) (580) ------- ------- Net increase (decrease) in cash and cash equivalents (2,412) 1,046 Cash and cash equivalents at beginning of period 18,419 22,326 ------- ------- Cash and cash equivalents at end of period $16,007 $23,372 ------- ------- ------- ------- The accompanying notes are an integral part of these consolidated condensed financial statements. 4 5 DUPLEX PRODUCTS INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS Note 1. The Consolidated condensed financial statements included herein have been prepared by the Corporation, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information 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, although the Corporation believes that the disclosures are adequate to make the information presented not misleading. Note 2. These statements reflect all adjustments (which include only normal recurring accruals) necessary, in the opinion of management, for a fair presentation of the information contained therein. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Corporation's annual report on Form 10-K for the year ended October 30, 1993. Note 3. Operating results for interim periods are not necessarily indicative of annual results. Note 4. Earnings per share are based on the weighted average number of common shares outstanding. 5 6 DUPLEX PRODUCTS INC. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company's 1993 Annual Report to Stockholders contains management's discussion and analysis of financial condition and results of operations at, and for the year ended, October 30, 1993. The following discussion and analysis covers material changes in the Company's financial condition from October 30, 1993, and the end of the first half of 1993 to April 30, 1994, while the analysis of results of operations compares the results for the second quarter and six months ended April 30, 1994, with the quarter and six months ended May 1, 1993. Liquidity and Capital Resources No significant changes occurred relative to liquidity or capital during the first six months of fiscal 1994 or from the end of the first half of 1993 to April 30, 1994. Results of Operations For the second quarter ended April 30, 1994, the net loss was $8,516,000, equal to $1.12 per share, compared with a net loss of $430,000, or 5 cents per share in the corresponding period last year. Earnings in the quarter were reduced by pretax restructuring charges of $12,000,000 and $1,500,000, respectively, in fiscal 1994 and 1993. Sales in the quarter were $67,744,000, up 4% from $65,145,000 in last year's second quarter. For the first six months of the year, the net loss was $8,378,000, equal to $1.10 per share compared with the net earnings of $971,000, or 13 cents per share in fiscal 1993. Sales were $134,226,000, up 3% from the $129,933,000 reported last year. The operating loss was the result of lower-realized selling prices which offset higher revenues and a lower cost structure. 6 7 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) During the second quarter, the Company recorded a $12 million pretax charge related to a restructuring program. The objective of this program is to increase the Company's competitiveness, permit investments in new business development and improve margins. The restructuring program includes the consolidation and streamlining of the manufacturing organization. The restructuring charge consists of approximately $6.0 million of anticipated cash payments related to employee terminations. Another $2.4 million in cash outflows relates primarily to facility closings. In addition, the restructuring includes $3.6 million to write down assets. The Company expects the program to be substantially complete in 18 months. 1994 continues to be a transitional year for Duplex, and we're aggressively working to return the company to profitability. We've reported higher sales for two quarters in a row, compared to declining sales for four consecutive years, and that is a very good indication of the progress we've made in focusing our sales organization. Part 3. Other Information Item 6. Reports on Form 8-K No report on Form 8-K was filed for the quarter ended April 30, 1994. 7 8 DUPLEX PRODUCTS INC. FORM 10-Q For the Quarterly Period Ended April 30, 1994 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. DUPLEX PRODUCTS INC May 27, 1994 - --------------------- ------------------------------------ Date Ben L. McSwiney President and Chief Executive Officer May 27, 1994 - --------------------- ------------------------------------ Date Andrew N. Peterson Vice President-Finance and Chief Financial Officer 8