1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 July 29, 1995 Commission File Number 1-7208 DUPLEX PRODUCTS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 36-2109817 (State of Incorporation or Organization (I.R.S. Employer Identification No.) 1947 Bethany Road, Sycamore, IL 60178 (Address of Principal Executive Offices) (Zip Code) (815) 895-2101 (Registrant's Telephone No.) 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 twelve months (or for such shorter period that the Registrant was required to file such report) and (2) has been subject to such filing requirements for the past ninety days. Yes X No ----- ----- As of July 29, 1995, 7,489,878 shares of common stock with a par value of $1.00 were outstanding. 2 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS Duplex Products Inc. Condensed Consolidated Statement of Earnings (Unaudited) (In thousands, except per-share data) Third quarter ended Nine months ended July 29, July 30, July 29, July 30, 1995 1994 1995 1994 Net sales $ 64,388 $ 63,959 $207,293 $195,611 Cost of goods sold 50,557 48,575 159,522 149,831 ------- ------- -------- -------- Gross profit 13,831 15,384 47,771 45,780 Selling, general, and administrative expenses 16,695 16,536 50,299 49,390 Restructuring costs -- -- -- 12,000 ------- ------- -------- -------- Operating loss (2,864) (1,152) (2,528) (15,610) ------- ------- -------- -------- Other income (expense) Interest expense (159) (147) (396) (442) Other Income 516 138 855 381 ------- ------- -------- -------- 357 (9) 459 (61) ------- ------- -------- -------- Loss before income tax credits and accounting changes (2,507) (1,161) (2,069) (15,671) Provision for income tax credits (978) (417) (807) (6,058) ------- ------- -------- -------- Loss before accounting changes (1,529) (744) (1,262) (9,613) Cumulative effect of accounting changes -- -- -- (7,084) ------- ------- -------- -------- Net loss $ (1,529) $ (744) $ (1,262) $(16,697) ======== ======== ======== ======= Per share Loss before accounting changes $(0.20) $(0.10) $(0.17) $(1.27) Net loss (0.20) (0.10) (0.17) (2.19) The accompanying notes to condensed consolidated financial statements are an integral part of this statement. -2- 3 Duplex Products Inc. Condensed Consolidated Statement of Financial Position (Unaudited) July 29, October 29, (In thousands) 1995 1994 -------- ----------- Current assets Cash and equivalents $ 11,386 $ 16,337 Accounts and notes receivable 43,215 48,046 Inventories 25,020 27,530 Income tax refund receivable 847 2,998 Deferred income taxes 10,245 10,245 -------- -------- Total current assets 90,713 105,156 Property, plant, and equipment--net 37,614 37,000 Other assets 6,654 4,052 -------- -------- Total assets $134,981 $146,208 ======== ======== Liabilities and Shareholders Equity Current liabilities Current portion of long-term debt 1,222 1,222 Accounts payable 8,999 11,526 Accrued expenses 14,995 20,894 -------- -------- Total current liabilities 25,216 33,642 -------- -------- Long-term debt 4,861 5,928 -------- -------- Deferred liabilities and credits 6,599 6,599 -------- -------- Shareholders Equity Common stock (8,243 and 8,304 shares issued, respectively) 8,243 8,304 Additional paid-in capital 3,806 4,333 Common stock held in treasury (5,809) (5,809) Unamortized value of restricted stock issued (530) (648) Retained earnings 92,595 93,859 -------- -------- Total shareholders equity 98,305 100,039 -------- -------- Total liabilities and shareholders equity $134,981 $146,208 ======== ======== The accompanying notes to condensed consolidated financial statements are an integral part of this statement. -3- 4 Duplex Products Inc. Condensed Consolidated Statement of Cash Flows (Unaudited) Nine Months Ended ------------------------ July 29, July 30, (In thousands) 1995 1994 ------------ ---------- Cash flows from operating activities Net loss $(1,262) $(16,696) Adjustments to reconcile net loss to cash provided by operating activities Depreciation 4,106 5,080 Restructuring costs -- 12,000 Deferred income taxes -- (8,791) Decrease in accounts and notes receivable 4,831 34,407 Decrease (increase) in inventories 2,510 (19,483) Decrease in income tax refund receivable 2,151 571 Decrease in accounts payable (2,527) (2,665) Decrease in accrued restructuring costs (3,169) (2,100) Decrease in other accrued expenses (2,730) (779) Other operating activities (344) (20) ------- -------- Net cash provided by operating activities 3,566 1,524 ------- -------- Cash flows from investing activities Purchase of long-term investments (2,545) -- Capital expenditures (5,055) (1,834) Net proceeds from sale of assets 620 140 ------- -------- Net cash used by investing activities (6,980) (1,694) ------- -------- Cash flows from financing activities Repayment of long-term debt (1,067) (1,406) Restricted stock repurchased-net (470) (1,034) ------- -------- Net cash used by financing activities (1,537) (2,440) ------- -------- Decrease in cash and equivalents during first nine months (4,951) (2,610) Cash and equivalents at beginning of year 16,337 18,419 ------- -------- Cash and equivalents at end of first nine months $11,386 $ 15,809 ======= ======== The accompanying notes to condensed consolidated financial statements are an integral part of this statement. Duplex Products Inc. -4- 5 Notes to Condensed Consolidated Financial Statements (Amounts in thousands, except per-share data) Note 1 - Financial Information The unaudited financial statements include all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations, financial position, and cash flows. The results reflected in these quarterly financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Note 2 - Basis of Presentation These financial statements are presented in accordance with requirements of Form 10-Q and consequently may not contain all disclosures normally required by generally accepted accounting principles or those usually reflected in the Company's Annual Report on Form 10-K. Accordingly, the financial statements and notes contained herein should be read in conjunction with the financial statements and associated notes included in Duplex's Annual Report on Form 10-K for the fiscal year ended October 29, 1994. Note 3 - Inventories Inventories consisted of the following: July 29, October 29, 1995 1994 -------- ----------- Raw materials $ 9,824 $ 7,380 Work-in-process 1,983 2,419 Finished goods 25,061 24,680 -------- ------- 36,868 34,479 Less revaluation to LIFO (11,848) (6,949) -------- ------- Total inventories $ 25,020 $27,530 ======== ======= _______________________________________________________________________ Changes in the revaluation to LIFO negatively impacted income before taxes for the third quarter and the first nine months of 1995 by $1,654 and $4,899, respectively. For the corresponding 1994 periods, the LIFO revaluation change benefited pretax earnings by $418 and $910, respectively. -5- 6 Duplex Products Inc. Notes to Condensed Consolidated Financial Statements (Amounts in thousands, except per-share data) Note 4 - Property, Plant, and Equipment Property, plant, and equipment comprised the following: July 29, October 29, (In thousands) 1995 1994 ------- ---------- Property, plant, and equipment, at cost $103,851 $101,171 Less accumulated depreciation (66,237) (64,171) -------- -------- Net property, plant, and equipment $ 37,614 $ 37,000 ======== ======== Note 5 - Common Stock Data Authorized common stock consisted of 20,000 shares having a par value of $1.00 per share. Average shares outstanding for the third quarter of 1995 and 1994 were 7,501 and 7,577, respectively. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION A. RESULTS OF OPERATIONS -THIRD QUARTER 1995 COMPARED WITH THIRD QUARTER OF 1994 The company reported a net loss of $1.5 million, or $0.20 per share, in the third quarter of 1995 compared with a net loss of $0.7 million ($0.10 per share) in the same quarter of 1994. This decline in performance was attributable principally to lower unit volume, continued higher-than- anticipated costs related to the expansion of product and service offerings, and significant increases in paper costs and related LIFO inventory provision. The LIFO inventory adjustment had a negative impact on net earnings per share of $0.13 in the current quarter. The Company has adjusted selling prices to reflect the rise in paper costs, however, pressure on margins continues, reflecting the highly competitive nature of the marketplace. The supply of bond paper has improved somewhat, and Duplex has been able to satisfy customer requirements. The Company does not anticipate a material change in this situation in the foreseeable future. Net sales for the third quarter of 1995 were $64.4 million, up 0.7% from the $64.0 million posted in the comparable period in 1994, with lower unit volume essentially offseting selling price gains. The decline in unit volume was attributable to softness in overall market demand and a reduction of the Company's sales coverage due to the departure of sales personnel. An aggressive recruiting program is underway to rebuild and expand the sales force. Gross profit as a percentage of sales was 21.5% for the third quarter of 1995 compared with 24.1% in the year-earlier period. This year's rate was depressed 3.2 percentage points due to the increase in the LIFO inventory provision. Under-utilization of plant capacity because of the decline in physical volume also had a negative impact on gross profit. Selling, general, and administrative costs totaled $16.7 million (25.9% of sales) in 1995's third quarter, an increase of $0.2 million from $16.5 million (25.9% of sales) in the same period of 1994. -6- 7 The Company's operating loss increased to $2.9 million in the third quarter of this year from $1.2 million a year ago. Other income totaled $0.4 million for the third quarter, up $0.4 million over last year. The increase was attributable primarily to gain on the sale of facilities. B. RESULTS OF OPERATIONS - NINE MONTHS 1995 COMPARED WITH NINE MONTHS 1994 For the first nine months of 1995, Duplex incurred a net loss of $1.3 million ($0.17 per share) as contrasted with a net loss of $16.7 million ($2.19 per share) for the first nine months of last year. Last year's results were negatively impacted by the effect of restructuring charges ($7.3 million) and an accounting change ($7.1 million). Excluding these items, year-to-date performance represented a $1.0 million improvement over results a year ago. This improvement was driven principally by growth in revenues and reductions in manufacturing costs, partially offset by higher product and service expansion costs, significant increases in paper costs and related LIFO inventory provision, and higher operating expenses. The Company posted net sales of $207.3 million for the first three quarters of this year, up 6.0% from the $195.6 million reported in the corresponding period in 1994. This increase reflected higher selling prices, offset in part by a decline in volume of shipments. For the first nine months of the year, gross profit as a percentage of sales was 23.0%, down 0.4 percentage points from the previous year. Selling, general, and administrative costs totaled $50.3 million (24.3% of sales) in 1995's first nine months, an increase of $0.9 million from $49.4 million (25.2% of sales) in the same period of 1994. This increase was due primarily to higher spending on training, sales promotion, and process improvement. Excluding the impact of 1994 restructuring charges, the operating loss in the first nine months of 1995 ($2.5 million) represented a $1.1 million improvement from last year's level. For the first three quarters of this year, other income amounted to $0.5 million. This was a $0.5 million increase over last year due largely to higher gain on the disposition of facilities and equipment. LIQUIDITY AND CAPITAL RESOURCES Working capital of $65.5 million at the end of the third quarter of 1995 was $6.0 million lower than at year-end 1994. This reduction was driven primarily by declines in cash, receivables, and inventory balances, partially offset by lower accounts payable and accrued expense levels. The current ratio at July 29, 1995 was 3.6 to 1, up 0.5 from the corresponding year-earlier date. Management believes that the current level of working capital will be adequate to cover the Company's liquidity needs related to normal operations in the foreseeable future. Sufficient resources are deemed to exist to support the Company's growth through a combination of currently available cash, cash to be generated from future operations, or additional short-term borrowings. The Company's total debt at July 29, 1995 was $6.1 million, down $1.1 million from year-end 1994. Total debt as a percentage of total capital was 5.8% at the end of 1995's third quarter, 0.9 percentage points lower than at the end of 1994. -7- 8 Cash and equivalents at the end of 1995's third quarter were $11.4 million, a decrease of $5.0 million from year-end 1994. A similar decline in cash and equivalents occurred in the first nine months of 1994. During the first three quarters of 1995, $3.6 million was provided by operating activities, up $2.1 million from 1994's $1.5 million level. This generation of cash was driven primarily by depreciation and decreases in receivable and inventory balances, partially offset by a reduction in accrued expenses, principally payroll, employee benefit, and restructuring costs. Cash used in investing activities in the first nine months of 1995 aggregated $7.0 million, consisting primarily of $2.5 million for the purchase of long-term securities and $5.1 million for capital expenditures. This year's capital expenditures were $3.2 million higher than in the previous year and were incurred primarily to upgrade and increase the operating efficiency of manufacturing equipment. Cash consumed by financing activities decreased to $1.5 million in the first nine months of 1995 from $2.4 million a year earlier. The decrease was due primarily to the drop in restricted stock repurchases. PART II - OTHER INFORMATION ITEM 6 - EXHIBITS AND REPORT ON FORM 8-K (a) Exhibits 11 Computation of Earnings per Share 27 Financial Data Schedule (b) Reports on Form 8-K: None 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. /s/ Andrew A. Campbell ----------------------------- Andrew A. Campbell, President September 12, 1995 -8-