DUPLEX PRODUCTS INC
10-Q, 1994-06-01
MANIFOLD BUSINESS FORMS
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<PAGE>   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      

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<PAGE>   2

Item 1.  FINANCIAL STATEMENTS DUPLEX PRODUCTS INC.

CONSOLIDATED CONDENSED BALANCE SHEET
(Amounts in Thousands)

                                     ASSETS

<TABLE>
<CAPTION>
                                         April 30, 1994       October 30,1993
                                          (Unaudited)            (Audited)
                                          -----------           -----------
<S>                                       <C>                   <C>
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
                                          --------              --------
                                          --------              --------
</TABLE>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<S>                                       <C>                   <C>
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
                                          --------              --------
                                          --------              -------- 
</TABLE>

The accompanying notes are an integral part of these consolidated condensed
financial statements.

                                       2
<PAGE>   3

                              DUPLEX PRODUCTS INC.

                    CONSOLIDATED CONDENSED INCOME STATEMENT
                    (Amounts in Thousands-Except Per Share)
                                   Unaudited

<TABLE>
<CAPTION>
                                       Second Quarter                     First Half
                                    4/30/94        5/01/93          4/30/94        5/01/93
<S>                               <C>             <C>             <C>             <C>
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
</TABLE>

The accompanying notes are an integral part of these consolidated condensed
financial statements.

                                       3
<PAGE>   4


                              DUPLEX PRODUCTS INC.

                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                    (Amounts in Thousands-Except Per Share)
                                   Unaudited

<TABLE>
<CAPTION>
                                                            First Half
                                                     4/30/94         5/01/93 
                                                   ----------      ----------
<S>                                                <C>             <C>
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  
                                                   -------         -------
                                                   -------         -------

</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.

                                      4
<PAGE>   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
<PAGE>   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
<PAGE>   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
<PAGE>   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



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