<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended October 30, 1993, or
Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NO. 1-7208
DUPLEX PRODUCTS INC.
(EXACT NAME OF REGISTRANT AS
SPECIFIED IN ITS CHARTER)
Delaware 36-2109817
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1947 Bethany Road, Sycamore, Illinois 60178
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (815) 895-2101
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of each exchange
Title of each class on which registered
- ------------------- ----------------------------
Common stock, par value, $1 per share American Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
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
<PAGE> 2
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of the Common Stock on January 7,
1994 as reported on the American Stock Exchange, was approximately $87,403,864.
As of January 7, 1994, Registrant had 7,600,336 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for Registrant's March 3, 1994 Annual Meeting
of Shareholders are incorporated by reference to Part III of this Form 10-K
Report.
2
<PAGE> 3
PART I
Item 1. Business
(a) General description of business
The Registrant and its subsidiary (herein referred to collectively as the
"Company") manufacture and sell a diversified line of business forms and
related services for commercial and industrial use, including, without
limitation, continuous and unit-set business forms, forms-related services,
pressure-sensitive labels, envelopes, and other specialties. The Company's
products are primarily sold through its direct sales force. The Company has
sales offices, manufacturing facilities, Business Service Centers, and
warehouses throughout the United States and in Puerto Rico. Business Service
Centers combine a warehousing facility with a computerized forms management
system for customers.
1. The industry is maturing. Factors influencing
this include a move away from paper-based information
systems by larger companies, smaller companies moving away
from unit sets, the use of laser printers moving users to
cut sheet in place of continuous forms, and slow economic
growth.
The competitive environment consists of about 600
companies, with the ten largest accounting for more than
half the market. There is over-capacity and consequent
pricing pressures.
Other non-forms companies are also affecting the market by
offering substitute products and systems. They include
software systems and more sophisticated user-friendly
printing equipment.
Distribution is through direct sales, distributor sales
and mail order channels.
2. No single customer accounts for more than 10% of
the Company's consolidated net sales.
3. The amount of backlog of orders is not material
in terms of annual sales volume.
4. The Company's principal raw material is paper, which is
purchased in a wide variety of sizes, colors, widths and
weights. Other raw materials include printing ink,
lithographic plate material, rubber and chemicals. The
Company has a policy of purchasing raw materials from
several major suppliers and believes paper and other raw
materials will be sufficiently available in 1994.
5. The Company holds no material patents, licenses, franchises
or concessions. The Company believes that its performance
is substantially dependent upon its engineering,
manufacturing and marketing abilities.
3
<PAGE> 4
6. The Company continues to be involved in research activities
relating to development of new products and improvement of
existing products (none of which is customer sponsored).
The Company does not regard either the number of people
involved in or amounts expended on research activities to
be significant in relation to annual sales volume.
7. Compliance with federal, state and local provisions
governing the discharge of materials into the environment
has not had and, it is anticipated, will not have any
material effect on the Company's capital expenditures,
earnings or competitive position.
8. The number of persons employed was 2,036 as of October 30,
1993.
9. The Company's principal line of business is not subject to
significant seasonal variations.
10. The Company's business is in a single industry segment, and
only the business forms class of product exceeds 10% of
total sales.
11. No material part of net sales is derived from foreign
customers.
4
<PAGE> 5
Item 2. Properties
<TABLE>
<CAPTION>
Approximate
square
Location footage Description
- -------------------------- ------------ ---------------------------
<S> <C> <C>
Baltimore, Maryland 50,000 Warehouse - owned
Bayamon, Puerto Rico 44,000 Plant, warehouse and sales
office - owned
Dillsburg, Pennsylvania 38,000 Plant and warehouse - owned
Emigsville, Pennsylvania 66,000 Plant and warehouse - owned
Goshen, Indiana 140,000 Plant and warehouse - owned
Jacksonville, Florida 127,000 Plant and warehouse - owned
Mechanicsburg, Pennsylvania 48,000 Plant and warehouse - owned
Newark, Ohio 80,000 Plant and warehouse - owned
Orlando, Florida 40,000 Plant and warehouse - owned
Salt Lake City, Utah 81,000 Plant and warehouse - owned
Santa Ana, California 65,000 Plant and warehouse - owned
Sycamore, Illinois 191,000 Corporate office, plant, and
warehouse - owned
Tucker, Georgia 82,000 Plant and warehouse - leased
(capitalized for book
purposes) - expires 2002
West York, Pennsylvania 73,000 Plant and warehouse - owned
</TABLE>
5
<PAGE> 6
The Baltimore, Maryland facility is being marketed for sale. All facilities
are in good condition, and total production capacity is considered to be
adequate for current needs.
The Company also leases space in various locations for sales offices and for
warehousing, as indicated in the note to consolidated financial statements
entitled "Lease Commitments."
Item 3. Legal Proceedings
The Company is not a party to, nor is its property subject, to any material
pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
None.
6
<PAGE> 7
PART II
Item 5. Market for the Registrant's Common Stock
and Related Security Holder Matters
Duplex common stock is traded on the American Stock Exchange. As of October
30, 1993, the Company had 1,451 common shareholders of record, excluding
beneficial owners whose stock was held in nominee name. The following table
sets forth, for fiscal years ended October 30, 1993, and October 31, 1992, the
range of high and low closing sales prices for the Company's common stock, as
well as the dividends paid per share for each year.
<TABLE>
<CAPTION>
High and Low
Market Prices (Amex): First Second Third Fourth
- -------------------- ------------- ------------- ------------ --------------
<S> <C> <C> <C> <C>
1993 $11.38/9.25 $11.88/9.63 $11.88/10.75 $11.50/10.50
1992 12.63/10.00 13.38/11.50 13.75/12.25 12.50/10.00
Dividends Paid:
- --------------
1993 - - - -
1992 $.12 $.12 $.12 $.12
</TABLE>
7
<PAGE> 8
Item 6. Selected Financial Data
<TABLE>
<CAPTION>
Fiscal Year Ended
-----------------------------------------------------------------------------------
October 30, October 31, October 26, October 27, October 28,
1993 1992 1991 1990 1989
--------------- --------------- --------------- -------------- --------------
(in thousands except share and per share data)
<S> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS FOR THE
YEARS ENDED:
Net sales $258,867 $270,093 $285,271 $297,647 $326,475
Earnings (loss) before
income taxes (credits) 2,231 (1,314) 6,757 15,111 22,668
Income taxes (credits) 777 (751) 2,488 5,595 8,050
Net earnings (loss) 2,454 (563) 4,269 9,516 14,618
Depreciation and
amortization 6,578 7,183 7,141 6,945 6,994
FINANCIAL POSITION AT YEAR-END:
Current assets $108,584 $106,031 $109,707 $112,704 $113,383
Current liabilities 25,212 28,552 28,337 27,988 31,380
Working capital 83,372 77,479 81,370 84,716 82,003
Current ratio 4.3 to 1 3.7 to 1 3.9 to 1 4.0 to 1 3.6 to 1
Property, plant, and
equipment - net 44,511 50,356 52,709 52,455 55,259
Total assets 156,059 159,138 165,112 167,784 170,614
Long-term obligations 7,150 8,712 10,443 12,560 15,724
Stockholders' equity 117,263 114,425 118,553 119,241 115,325
Common shares outstanding 7,695,852 7,756,552 7,756,252 7,732,752 7,746,452
PER SHARE DATA:
Net earnings (loss) - primary $.32 $(.07) $.55 $1.23 $1.90
Net earnings (loss) - fully diluted .32 (.07) .55 1.23 1.90
Dividends paid - .48 .69 .75 .70
</TABLE>
8
<PAGE> 9
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
Net sales for 1993 were $258.9 million, or 4% less than the $270.1 million
reported for 1992. About 2% of 1992's sales were attributable to it being a
53-week year, versus the normal 52-week year. In 1992, sales decreased 5% from
the $285.3 million in 1991, which in turn was 4% less than the $297.7 million
in 1990.
For the last three years, business conditions have been difficult. Industry
sales data for manifold business forms show a sales decline from 1990 to 1991
of 2%, and from 1991 to 1992 of 3%. For 1992 to 1993, the industry forecast is
for a decrease of 2%. Certain segments of the forms-related market, however,
continue to provide steady growth. This Includes forms management services,
preprinted cut sheets, and pressure-sensitive labels.
In response to this maturing market, the Company has taken significant steps to
adjust its manufacturing capacity, reorganize and change its management team,
retrain its sales force and improve its focus for functioning in this highly
competitive marketplace. This is expected to result in a gain of market share.
The Company continued to reduce its dependence on commodity products while
focusing on custom forms, pressure-sensitive labels, and value-added services.
Strategic alliances were developed to supplement product offerings and improve
margins. The sales of continuous stock forms, a commodity-type product, were
down 20% in 1993. This product, in combination with the extra week in 1992,
accounted for most of 1993's sales decline. The sales of continuous stock
forms were down 19% in 1992, in comparison with 1991. In 1993, sales of
continuous stock forms represented slightly less than 11% of total revenues.
Average selling price increases are very difficult to determine for the
Company's various products. However, inflation is estimated to have had
minimal impact on sales in the past three years.
Paper is the Company's primary raw material, and it accounts for a significant
percentage of the cost of most business forms. In 1993, the cost of white
paper was volatile throughout the year, as it had been in 1992 and 1991. The
LIFO provision was a credit in 1993, 1992, and 1991, respectively, of $.1
million, $.7 million, and $2.0 million.
The gross profit percentage in 1993 was affected by a midyear increase in paper
prices. It was 24.7%, 25.3%, and 25.7%, for 1993, 1992, and 1991,
respectively. The closing of two plants in May of 1993, and subsequent
increased utilization of the remaining plants, allowed the Company to hold
manufacturing expense percentages despite a decline in manufactured sales.
9
<PAGE> 10
As part of a strategy to expand product and service capabilities and improve
margins, the Company is developing a program of partnering for procurement of
products the Company cannot produce and/or are not cost-competitive.
Out-sourcing represented 18% and 15% of sales in 1993 and 1992, respectively.
This is expected to increase and should have a positive effect on gross profit
in the future.
In 1993, selling and administrative expenses were $61.0 million, down $2.1
million or 3%, from the $63.1 million reported in 1992. Administrative
expenses in the second half of 1993 were lower because of a corporate
restructuring which reduced administrative staffing by approximately 30%. In
1992, selling and administrative expenses of $63.1 million were also down from
the $64.6 million in 1991. Earnings in 1993, 1992, and 1991 were reduced by a
pretax restructuring charge of $1.5 million, $7.0 million, and $2.0 million,
respectively. This represents the cost associated with reducing administrative
expenses, closing plants, consolidating distribution facilities, and the
scaling back of other operations. These actions reflect the impact of the weak
economy and excess capacity in the business forms industry. Savings from these
cost-reduction efforts are expected to exceed the charges.
Lower interest rates in 1993 and 1992 resulted in reduced interest
expense and investment income. In 1993, miscellaneous income increased due to
the gain on sale of real estate and equipment associated with the closing of
certain plants. The sum of other income and expense items was income of $.9
million, $.6 million, and $.1 million, respectively, in 1993,
1992, and 1991.
The effective tax rate was 35% in 1993, compared to a credit of 57% in 1992,
and a charge of 37% in 1991. See Notes to the Consolidated Financial Statements
for a reconciliation of effective income tax rates to the statutory rate.
During the first quarter of 1993, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." Adoption
resulted in an increase of $1.0 million and $.13 per share in income in the
first quarter of 1993. This was attributable to a reduction in deferred tax
rates to the current, lower, federal tax rate.
Net earnings (loss) were $2.5 million, ($.6) million, and $4.3 million in 1993,
1992, and 1991, respectively. Earnings (loss) as a percentage of sales were
.9% in 1993, compared with (.2%) in 1992 and 1.5% in 1991.
Liquidity and Capital Resources
Working capital was $83.4 million at the end of fiscal 1993, as compared with
$77.5 million and $81.4 million at the end of fiscal 1992 and 1991,
respectively. The current ratio remained strong at 4.3 to 1 at the end of
1993, despite the fact that net cash of $1.3 million was used in operations.
In 1992 and 1991, cash was provided by operations in the amounts of $10.2
million and $16.3 million, respectively.
10
<PAGE> 11
A significant factor in the 1993 use was strong billings at the end of the
fourth quarter resulting in an increase in Accounts and Notes Receivable.
Receivables increased to $76.0 million at the end of fiscal 1993, as compared
to $68.0 million and $71.4 million at the end of fiscal 1992 and 1991,
respectively. It is projected that operations will provide cash in fiscal
1994.
Capital expenditures, dividend, and working capital requirements of the Company
for the past seven years have been generated internally. The Company has made
no short-term borrowings over the past 13 years.
Long-term debt as a percentage of total capitalization was 6% at the end of
fiscal year 1993, as compared with 7% and 8% for the previous two years. No
long-term financings are planned for 1994.
Stockholders' equity at October 30, 1993, was $117.3 million, as compared with
$114.4 million at the end of fiscal 1992. At the end of fiscal year 1993,
equity per common share was $15.24.
Capital expenditures in 1993 were $3.7 million, compared to $4.9 million and
$7.6 million in 1992 and 1991, respectively.
Dividend and Common Stock Data
No cash dividends were paid in fiscal 1993, as compared to $3.7 million and
$5.4 million in 1992 and 1991, respectively.
Duplex common stock is traded on the American Stock Exchange. As of October
30, 1993, the Company had 1,451 common shareholders of record, excluding
beneficial owners whose stock was held in nominee name.
11
<PAGE> 12
Item 8. Financial Statements and Supplementary Data
Listed below are the financial statements included in this part of the Annual
Report on Form 10-K:
(a) Financial Statements
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Certified Public Accountants . . . . . . . . . . . . . . . . . . . . . . . 13
Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Consolidated Statement of Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Consolidated Statement of Stockholders' Equity . . . . . . . . . . . . . . . . . . . . . . . . . 17
Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>
12
<PAGE> 13
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholders of
Duplex Products Inc.
We have audited the accompanying consolidated balance sheet of Duplex Products
Inc. and Subsidiary as of October 30, 1993, and October 31, 1992, and the
related consolidated statements of earnings, stockholders' equity and cash
flows for the years ended October 30, 1993, October 31, 1992, and October 26,
1991. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Duplex Products
Inc. and Subsidiary at October 30, 1993, and October 31, 1992, and the
consolidated results of their operations and their consolidated cash flows for
the years ended October 30, 1993, October 31, 1992, and October 26, 1991, in
conformity with generally accepted accounting principles.
As discussed in the income tax footnote, the Company changed its method of
accounting for income taxes for the year ended October 30, 1993.
Grant Thornton
Chicago, Illinois
December 2, 1993
13
<PAGE> 14
DUPLEX PRODUCTS INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
OCTOBER 30 AND OCTOBER 31,
<TABLE>
<CAPTION>
ASSETS 1993 1992
------------ -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents................................................ $ 18,419,000 $ 22,326,000
Accounts and notes receivable............................................ 76,021,000 67,999,000
Inventories.............................................................. 9,107,000 10,506,000
Income tax refund receivable............................................. 1,537,000 -
Deferred income tax benefits............................................. 3,500,000 5,200,000
------------ ------------
Total current assets........................................ 108,584,000 106,031,000
PROPERTY, PLANT AND EQUIPMENT -
AT COST
Land, improvements and leaseholds................................... 3,476,000 4,168,000
Buildings........................................................... 31,238,000 35,175,000
Machinery and equipment............................................. 74,267,000 76,794,000
----------- ------------
108,981,000 116,137,000
Less accumulated depreciation and
amortization..................................................... 64,470,000 65,781,000
----------- ------------
44,511,000 50,356,000
OTHER ASSETS
Cash surrender value of life insurance
policies, less loans of $1,048,000 in 1992.......................... - 495,000
Notes receivable......................................................... 2,722,000 1,977,000
Deposits and other....................................................... 242,000 279,000
------------ --------------
2,964,000 2,751,000
--------- -------------
$ 156,059,000 $159,138,000
----------- ------------
----------- ------------
</TABLE>
14
<PAGE> 15
DUPLEX PRODUCTS INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET - CONTINUED
OCTOBER 30 AND OCTOBER 31,
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
1993 1992
------------- -------------
<S> <C> <C>
CURRENT LIABILITIES
Current portion of long-term obligations............................... $ 1,562,000 $ 1,731,000
Accounts payable....................................................... 10,505,000 9,350,000
Accrued expenses
Compensation...................................................... 5,873,000 6,552,000
Other............................................................. 7,272,000 10,919,000
----------- ------------
Total current liabilities................................. 25,212,000 28,552,000
LONG-TERM OBLIGATIONS...................................................... 7,150,000 8,712,000
DEFERRED LIABILITIES AND CREDITS
Compensation plan cost................................................. 2,328,000 2,006,000
Income taxes........................................................... 3,972,000 5,187,000
Investment credits..................................................... 134,000 256,000
----------- -----------
6,434,000 7,449,000
STOCKHOLDERS' EQUITY
Common stock - authorized, 20,000,000 shares
of $1 par value; issued, 8,449,042 shares in
1993 and 8,509,742 shares in 1992................................. 8,449,000 8,510,000
Additional contributed capital......................................... 5,854,000 5,985,000
Retained earnings...................................................... 109,986,000 107,532,000
Cost of 753,190 shares in treasury..................................... (5,809,000) (5,809,000)
Unamortized value of restricted stock issued........................... (1,217,000) (1,793,000)
------------ ------------
117,263,000 114,425,000
----------- -----------
$156,059,000 $159,138,000
----------- ------------
----------- ------------
</TABLE>
The accompanying notes are an integral part of this statement.
15
<PAGE> 16
DUPLEX PRODUCTS INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF EARNINGS
YEARS ENDED OCTOBER 30, OCTOBER 31 AND OCTOBER 26,
<TABLE>
<CAPTION>
1993 1992 1991
------------ ------------ -------------
<S> <C> <C> <C>
Net sales........................................... $258,867,000 $270,093,000 $285,271,000
Cost of goods sold.................................. 194,977,000 201,853,000 212,049,000
----------- ----------- -----------
Gross profit....................... 63,890,000 68,240,000 73,222,000
Selling and administrative expenses................. 61,039,000 63,119,000 64,588,000
Restructuring cost.................................. 1,500,000 7,000,000 2,000,000
------------ ----------- -----------
Operating profit (loss)............ 1,351,000 (1,879,000) 6,634,000
Other income (expense)
Interest expense................................ (590,000) (712,000) (1,058,000)
Investment income............................... 632,000 901,000 1,237,000
Miscellaneous................................... 838,000 376,000 (56,000)
----------- ------------- ------------
880,000 565,000 123,000
----------- ------------- ------------
Earnings (loss) before income
taxes (credits)................ 2,231,000 (1,314,000) 6,757,000
Income taxes (credits).............................. 777,000 (751,000) 2,488,000
----------- ----------- ------------
Earnings (loss) before cumulative effect of
change in accounting for income taxes........... 1,454,000 (563,000) 4,269,000
Cumulative effect of change in accounting
for income taxes................................ 1,000,000 - -
----------- ----------- ------------
NET EARNINGS (LOSS)................ $ 2,454,000 $ (563,000) $ 4,269,000
----------- ----------- ------------
----------- ----------- ------------
Earnings (loss) per share before cumulative
effect of change in accounting for income
taxes........................................... $.19 $(.07) $.55
Cumulative effect of change in accounting
for income taxes................................ .13 - -
--- ---- ----
Earnings (loss) per share........................... $.32 $(.07) $.55
--- ---- ----
--- ---- ----
</TABLE>
The accompanying notes are an integral part of this statement.
16
<PAGE> 17
DUPLEX PRODUCTS INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
YEARS ENDED OCTOBER 26, 1991, OCTOBER 31, 1992, AND OCTOBER 30, 1993
<TABLE>
<CAPTION>
Unamortized
Common Additional value of
stock, $1 contributed Retained Treasury restricted
par value capital earnings stock stock issued
------------ ------------- --------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Balance at October 27, 1990........ $8,486,000 $5,557,000 $112,905,000 $(5,809,000) $(1,898,000)
Net earnings for fiscal 1991....... - - 4,269,000 - -
Cash dividends paid -
$.69 per share.................. - - (5,350,000) - -
Stock issuance and amortization
under stock plans.............. 23,000 374,000 - - (4,000)
---------- ---------- ------------ ------------ -----------
Balance at October 26, 1991........ 8,509,000 5,931,000 111,824,000 (5,809,000) (1,902,000)
Net loss for fiscal 1992........... - - (563,000) - -
Cash dividends paid -
$.48 per share.................. - - (3,729,000) - -
Stock issuance, redemption and
amortization under stock
plans, net..................... 1,000 54,000 - - 109,000
---------- ---------- ----------- ---------- -----------
Balance at October 31, 1992........ 8,510,000 5,985,000 107,532,000 (5,809,000) (1,793,000)
Net earnings for fiscal 1993....... - - 2,454,000 - -
Stock issuance, redemption and
amortization under stock
plans, net...................... (61,000) (131,000) - - 576,000
---------- ---------- ------------ ----------- -----------
Balance at October 30, 1993........ $8,449,000 $5,854,000 $109,986,000 $(5,809,000) $(1,217,000)
---------- ---------- ------------ ----------- -----------
---------- ---------- ------------ ----------- -----------
</TABLE>
The accompanying notes are an integral part of this statement.
17
<PAGE> 18
DUPLEX PRODUCTS INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
YEARS ENDED OCTOBER 30, OCTOBER 31 AND OCTOBER 26,
<TABLE>
<CAPTION>
1993 1992 1991
------------- ------------- -------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss).................................................. $ 2,454,000 $ (563,000) $ 4,269,000
Adjustments to reconcile net earnings (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization............................... 6,578,000 7,183,000 7,141,000
Restructuring costs......................................... 1,500,000 7,000,000 2,000,000
Deferred income taxes....................................... 485,000 (2,613,000) (1,287,000)
Deferred investment credits................................. (122,000) (166,000) (235,000)
Provision for doubtful accounts............................. 256,000 196,000 495,000
(Gain) loss on sale of fixed assets......................... (732,000) (370,000) 58,000
Other....................................................... 1,328,000 574,000 493,000
Decrease (increase) in accounts and notes
receivable.............................................. (8,261,000) 3,214,000 3,175,000
Decrease in inventories..................................... 1,399,000 2,153,000 796,000
(Increase) in income tax refund receivable.................. (1,537,000) - -
Increase (decrease) in accounts payable..................... 1,155,000 (939,000) (682,000)
(Decrease) in accrued restructuring costs................... (4,921,000) (1,771,000) -
(Decrease) in other accrued expenses........................ (905,000) (2,263,000) (730,000)
Increase (decrease) in income taxes......................... - (1,426,000) 808,000
----------- ----------- ---------
Net cash provided by (used in)
operating activities................................. (1,323,000) 10,209,000 16,301,000
Cash flows from investing activities:
Capital expenditures................................................ (3,716,000) (4,919,000) (7,584,000)
Net proceeds from sale of assets.................................... 3,715,000 459,000 131,000
---------- ----------- -----------
Net cash used in investing activities.................. (1,000) (4,460,000) (7,453,000)
Cash flows from financing activities:
Payments on long-term obligations................................... (1,731,000) (2,117,000) (3,164,000)
Dividends paid...................................................... - (3,729,000) (5,350,000)
Restricted stock issues and repurchases............................. (852,000) (216,000) 35,000
---------- ---------- ------------
Net cash used in financing activities.................. (2,583,000) (6,062,000) (8,479,000)
---------- ---------- ------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS............................... (3,907,000) (313,000) 369,000
Cash and cash equivalents at beginning of year.......................... 22,326,000 22,639,000 22,270,000
---------- ---------- -----------
Cash and cash equivalents at end of year $18,419,000 $22,326,000 $22,639,000
---------- ---------- ------------
---------- ---------- ------------
</TABLE>
The accompanying notes are an integral part of this statement.
18
<PAGE> 19
DUPLEX PRODUCTS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 30, 1993, AND OCTOBER 31, 1992
SUMMARY OF ACCOUNTING POLICIES
The Company is in the business of manufacturing and marketing continuous and
unit set business forms, forms-related services, pressure-sensitive labels,
envelopes, and other specialties. The Company's significant accounting
policies, which have been applied in the preparation of the accompanying
consolidated financial statements, follow.
The Company's fiscal year ends on the last Saturday in October. The fiscal
years ended October 30, 1993, October 31, 1992, and October 26, 1991 were
comprised of fifty-two, fifty-three and fifty-two weeks, respectively.
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary after elimination of intercompany transactions and
balances.
The Company recognizes sales for custom-made business forms upon customer
acceptance and completion of the manufacturing process. Stock form sales are
recognized at the time of shipment to the customer.
The Company considers all highly liquid debt instruments purchased with a
maturity of three months and less to be cash equivalents.
The Company currently provides for doubtful receivables. The allowances for
doubtful receivable account balances were $800,000 and $900,000 at October 30,
1993, and October 31, 1992, respectively.
The Company values its inventories at the lower of cost or market, with cost
for substantially all of its inventories being based on the last-in, first-out
(LIFO) method.
Property, plant and equipment are valued at cost. Depreciation and
amortization are provided for in amounts sufficient to relate the costs of
depreciable assets to operations over their estimated useful lives or the terms
of leases, which approximate the lives of the leased property. The Company
primarily uses the straight-line method of depreciation for financial reporting
purposes and accelerated methods for tax reporting purposes.
Earnings per share is computed on the basis of the weighted average number of
common shares outstanding during the year.
Certain reclassifications have been made to the 1992 and 1991 financial
statements to conform them to the 1993 presentation.
19
<PAGE> 20
DUPLEX PRODUCTS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
OCTOBER 30, 1993, AND OCTOBER 31, 1992
INVENTORIES
If the Company had used the first-in, first-out (FIFO) method of inventory
accounting instead of the last-in, first-out (LIFO) method, inventories would
have been $8,334,000, $8,389,000 and $9,091,000 higher at October 30, 1993,
October 31, 1992, and October 26, 1991, respectively.
Use of the FIFO method would have decreased earnings before income taxes by
$55,000 in 1993, increased the loss before income tax credits by $702,000 in
1992 and decreased earnings before income taxes by $2,027,000 in 1991.
Inventories, by classification determined by the first-in, first-out (FIFO)
cost method, are as follows:
<TABLE>
<CAPTION>
October 30, October 31,
1993 1992
-------------- --------------
<S> <C> <C>
Raw materials $10,341,000 $11,471,000
Work-in-process 2,652,000 2,123,000
Finished goods 4,448,000 5,301,000
----------- -----------
Total FIFO 17,441,000 18,895,000
Reserve for last-in, first-out
(LIFO) (8,334,000) (8,389,000)
---------- ----------
Total LIFO $ 9,107,000 $10,506,000
----------- -----------
----------- -----------
</TABLE>
It is not practicable to separate the LIFO inventory into its components (raw
materials, work-in-process and finished goods) because the dollar value LIFO
method is used.
ACCRUED EXPENSES - OTHER
The accrued expenses - other consist of the following items as of year-end:
<TABLE>
<CAPTION>
1993 1992
------------- --------------
<S> <C> <C>
Restructuring cost ....................... $3,808,000 $ 7,229,000
Insurance ............................... 1,200,000 1,600,000
Other ................................... 2,264,000 2,090,000
---------- -----------
$7,272,000 $10,919,000
---------- -----------
</TABLE>
20
<PAGE> 21
DUPLEX PRODUCTS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
OCTOBER 30, 1993, AND OCTOBER 31, 1992
ACCRUED EXPENSES - OTHER - CONTINUED
The Financial Accounting Standards Board issued its Statement No. 112,
"Employers' Accounting for Postemployment Benefits," in November, 1992, which is
effective for fiscal years beginning after December 15, 1993. The Financial
Accounting Standards Board issued its Statement No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions," in December, 1990, which is
effective for fiscal years beginning after December 15, 1992. Adoption of
these standards is not expected to materially affect the Company's financial
statements.
LONG-TERM OBLIGATIONS
Long-term obligations consist of the following:
<TABLE>
<CAPTION>
October 30, October 31,
Interest rate Maturity 1993 1992
----------------------------- -------------- --------------- ---------------
<S> <C> <C> <C>
Mortgage notes
8-1/4% to 8-7/10% 1994 - 1997 $1,030,000 $ 1,250,000
2% 1994 - 1997 82,000 103,000
63% of prime 1994 350,000 890,000
75% of prime 1994 - 2002 4,350,000 4,950,000
---------- -----------
5,812,000 7,193,000
Capitalized lease 2,900,000 3,250,000
--------- -----------
8,712,000 10,443,000
Less current maturities 1,562,000 1,731,000
--------- -----------
$7,150,000 $ 8,712,000
---------- -----------
---------- -----------
</TABLE>
Prime rate at October 30, 1993 was 6%.
Principal payments due on the long-term debt, exclusive of the capitalized
lease, for the five years subsequent to October 30, 1993 are: 1994 -
$1,212,000; 1995 - $872,000; 1996 - $883,000; 1997 - $895,000; 1998 - $600,000.
21
<PAGE> 22
DUPLEX PRODUCTS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
OCTOBER 30, 1993, AND OCTOBER 31, 1992
LEASE COMMITMENTS
The Company has entered into operating leases for certain plant and office
facilities and equipment which expire over the next eight years. In most
cases, management expects that, in the normal course of business, leases will
be renewed or replaced by other leases.
Rental expenses for operating leases were $6,110,000 in fiscal 1993, $6,021,000
in fiscal 1992, and $6,715,000 in fiscal 1991.
At October 30, 1993, the Company was obligated under capitalized and operating
leases to make future minimum lease payments as follows:
<TABLE>
<CAPTION> <S> <C> <C>
Capitalized Operating
lease leases
----------- ----------
1994 . . . . . . . . . . . . . . . . . . . . . . . . . . $ 558,000 $ 5,307,000
1995 . . . . . . . . . . . . . . . . . . . . . . . . . . 533,000 5,047,000
1996 . . . . . . . . . . . . . . . . . . . . . . . . . . 508,000 3,904,000
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . 483,000 2,903,000
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . 458,000 2,680,000
Later years . . . . . . . . . . . . . . . . . . . . . . 1,331,000 3,402,000
--------- -----------
Total minimum lease payments . . . . . . . . . . . 3,871,000 23,243,000
Less interest at 7.25% . . . . . . . . . . . . . . 971,000
---------
Present value of minimum lease
payments . . . . . . . . . . . . . . . . . . . $2,900,000
---------
---------
</TABLE>
PROFIT SHARING PLANS
The Employees' Savings and Profit Sharing Plan provides for contributions from
both the Company and eligible employees. Company contributions are voluntary
and at the discretion of the Board of Directors. Any annual contribution by
the Company cannot exceed 15% of earnings before deducting the contribution and
federal income taxes. The Company has made no provision for a profit sharing
contribution in 1993 and 1992. The provision amounted to $500,000 in 1991.
22
<PAGE> 23
DUPLEX PRODUCTS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
OCTOBER 30, 1993 AND OCTOBER 31, 1992
KEY EMPLOYEE BENEFIT PLANS
For key executives, the Company has established the following: restricted
stock purchase plan, stock appreciation rights plan, incentive stock option
plan and supplemental executive retirement plan.
During 1993, 60,700 common shares previously issued under the restricted stock
purchase plan were repurchased at a cost of $852,000. During 1992, 16,100
common shares were issued under the plan at a purchase price of $25,000, and
15,800 common shares previously issued under the plan were repurchased at a
cost of $241,000. During 1991, 23,500 common shares were issued under the plan
at a purchase price of $35,000. Compensation expense related to the plan is
charged to income over periods earned and amounted to $187,000, $330,000 and
$312,000 in 1993, 1992 and 1991, respectively.
There was no activity in the stock appreciation rights plan during the three
years ended October 30, 1993.
During 1993, incentive stock options for 75,000 shares were issued. No
incentive stock options were granted, exercised or cancelled for the years
ended October 31, 1992 and October 26, 1991. At October 30, 1993, options for
2,700 and 75,000 common shares were outstanding at an exercise price of $11.875
and $11.375, respectively.
At October 30, 1993, 178,000 common shares were available for offering to key
executives under the three plans.
During 1989, the Company adopted an unfunded supplemental executive retirement
plan for certain key executives. The plan provides for benefits which
supplement those provided by the Company's other retirement plans. At October
30, 1993, the projected benefit obligation of the plan totalled $1,160,000, all
of which has been recognized. The expense for this plan was $140,000,
$221,000 and $205,000 in 1993, 1992 and 1991, respectively.
23
<PAGE> 24
wwwDUPLEX PRODUCTS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
OCTOBER 30, 1993 AND OCTOBER 31, 1992
INCOME TAXES
Through October 31, 1992, the Company accounted for income taxes under
Accounting Principles Board Opinion (APB) No. 11. In February, 1992, the
Financial Accounting Standards Board issued Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes" which supersedes the
provisions of APB 11. SFAS 109 changes the Company's method of accounting for
income taxes from the deferred method required under APB 11 to the asset and
liability method. The objective of the asset and liability method is to
establish deferred tax assets and liabilities for temporary differences between
the financial reporting basis and the tax basis of the Company's assets and
liabilities at enacted tax rates expected to be in effect when such amounts are
realized or settled. The cumulative effect of the change in the method of
accounting for income taxes was to increase net earnings $1,000,000. Prior
year's financial statements have not been restated to apply the provisions of
SFAS 109.
The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
1993 1992 1991
------------- -------------- -------------
<S> <C> <C> <C>
Current
Federal . . . . . . . . . . . . . . . . . . . . $(427,000) $ 1,453,000 $ 3,047,000
State . . . . . . . . . . . . . . . . . . . . . (206,000) 508,000 903,000
Puerto Rico . . . . . . . . . . . . . . . . . . 25,000 18,000 14,000
--------- ----------- -----------
(608,000) 1,979,000 3,964,000
Deferred
Restructuring cost . . . . . . . . . . . . . . . 1,368,000 (2,180,000) (700,000)
Insurance . . . . . . . . . . . . . . . . . . . 160,000 60,000 (18,000)
Vacation pay . . . . . . . . . . . . . . . . . . 153,000 264,000 75,000
Investment tax credits . . . . . . . . . . . . . (122,000) (166,000) (235,000)
Depreciation . . . . . . . . . . . . . . . . . . (92,000) (344,000) (268,000)
Capital losses . . . . . . . . . . . . . . . . . 86,000 22,000 163,000
Accrued expenses for closed offices . . . . . . 20,000 107,000 (140,000)
Other . . . . . . . . . . . . . . . . . . . . . (188,000) (493,000) (353,000)
--------- ----------- -----------
1,385,000 (2,730,000) (1,476,000)
--------- --------- -----------
$ 777,000 $ (751,000) $ 2,488,000
--------- ---------- -----------
--------- ---------- -----------
Income taxes paid . . . . . . . . . . . . . . . $ 103,000 $ 3,621,000 $ 3,156,000
--------- ----------- -----------
--------- ----------- -----------
</TABLE>
24
<PAGE> 25
DUPLEX PRODUCTS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
OCTOBER 30, 1993 AND OCTOBER 31, 1992
INCOME TAXES - CONTINUED
The tax effects of existing temporary differences that give rise to significant
portions of the deferred tax liabilities and deferred tax assets as of October
30, 1993 were as follows:
<TABLE>
<CAPTION>
1993
------------
<S> <C>
Deferred tax liability, tax depreciation. . . . . . . . . . . . . . . $4,939,000
Deferred tax assets:
Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . 1,523,000
Deferred compensation . . . . . . . . . . . . . . . . . . . . . . 931,000
Vacation pay . . . . . . . . . . . . . . . . . . . . . . . . . . 665,000
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 480,000
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 868,000
----------
Total deferred tax assets . . . . . . . . . 4,467,000
---------
Net deferred tax liability . . . . . . . . . . . . . . . . . . . . . $ 472,000
----------
----------
</TABLE>
The effective tax rate was 34.8% in 1993, (57.2)% in 1992 and 36.8% in 1991.
The differences between the amounts recorded and the amounts computed by
applying the U.S. federal statutory rates of 34.0% in 1993, 1992 and 1991 are
explained as follows:
<TABLE>
<CAPTION>
1993 1992 1991
------------- -------------- -------------
<S> <C> <C> <C>
Provision for income taxes at U.S. Federal
statutory rate . . . . . . . . . . . . . . . . . $ 758,000 $(447,000) $2,297,000
Increase (decrease) in taxes:
State taxes, net of Federal benefit . . . . . . 171,000 (96,000) 596,000
Investment tax credit . . . . . . . . . . . . . (122,000) (166,000) (235,000)
Other . . . . . . . . . . . . . . . . . . . . . (30,000) (42,000) (170,000)
--------- --------- ----------
$777,000 $(751,000) $2,488,000
-------- --------- ----------
-------- --------- ----------
</TABLE>
25
<PAGE> 26
DUPLEX PRODUCTS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
OCTOBER 30, 1993 AND OCTOBER 31, 1992
SHAREHOLDERS' RIGHTS PLAN
On June 8, 1989, the Board of Directors adopted a Shareholders' Rights Plan to
deter coercive takeover tactics and to prevent an acquirer from gaining control
of the Company without offering a fair price to all of the Company's
stockholders. Under the plan, stockholders of record on June 23, 1989
received a dividend distribution of one right for each outstanding share of the
Company's common stock. If an acquiring person becomes the beneficial owner
of, or commences a tender or exchange offer for, 25% or more of the Company's
outstanding common stock, each right will entitle the holder (other than such
acquiring person) to purchase a unit consisting of one one-hundredth of a share
of Series A preferred stock, $1.00 par value, for $80.00 per unit. In
addition, if an acquiring person becomes the beneficial owner of more than 30%
of the Company's outstanding common stock, or upon the occurrence of certain
other events, each right will entitle the holder (other than such acquiring
person) to receive, upon exercise, common stock of the Company having a value
equal to two times the exercise price of the right or $160.00.
If the Company is acquired in a merger or other business combination in which
the Company would not be the surviving corporation, or if 50% or more of the
Company's assets or earning power is sold or transferred, each holder shall
have the right to receive, upon exercise, common stock of the acquiring
corporation having a value equal to two times the exercise price of the right
or $160.00. The Company may redeem the rights in whole for $.05 per right,
under certain circumstances. The rights expire on June 23, 1999.
PREFERRED STOCK
The Company's capitalization includes the following authorized preferred stock,
none of which has been issued:
1,000,000 shares of $1 par value cumulative convertible preferred stock
150,000 shares of $1 par value Series A convertible preferred stock
26
<PAGE> 27
DUPLEX PRODUCTS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
OCTOBER 30, 1993 AND OCTOBER 31, 1992
RESTRUCTURING COST
In the second quarter of fiscal 1993, a provision of $1,500,000 was made to
cover the cost associated with corporate staff reductions.
In the fourth quarter of fiscal 1992, a provision of $7,000,000 was made to
cover the cost associated with closing two additional manufacturing plants and
the scaling back of other operations.
In the fourth quarter of fiscal 1991, a provision of $2,000,000 was made to
cover the cost associated with closing a plant in Florida and consolidation in
distribution operations.
QUARTERLY FINANCIAL RESULTS (UNAUDITED)
<TABLE>
<CAPTION>
First Second Third Fourth
------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
1993
Net sales $64,788,000 $65,145,000 $61,870,000 $67,064,000
Gross profit 16,332,000 16,315,000 15,701,000 15,542,000
Net earnings (loss) 1,401,000 (430,000) 637,000 846,000
Earnings (loss) per share .18 (.05) .08 .11
1992
Net sales $68,517,000 $67,544,000 $62,791,000 $71,241,000
Gross profit 17,771,000 17,192,000 15,835,000 17,442,000
Net earnings (loss) 1,256,000 1,225,000 574,000 (3,618,000)
Earnings (loss) per share .16 .16 .07 (.46)
</TABLE>
27
<PAGE> 28
Item 9. Disagreements with Accountants on Accounting
and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Certain information regarding directors of the Company is incorporated herein
by reference to the descriptions on pages 2 and 3 under "Election of Directors"
of the Company's 1994 Proxy Statement.
The names, ages and positions of all the executive officers of the Company as
of January 21, 1994 are listed below, along with their business experience
during the past five years. Officers are appointed annually by the Board of
Directors at the meeting of directors immediately following the Annual Meeting
of Shareholders. There are no family relationships among these officers, nor
any arrangement or understanding between any officer and any other person
pursuant to which the officer was selected.
<TABLE>
<CAPTION>
Position and business experience
Name and age during past 5 years
- ----------------------------- ------------------------------------------------------------------------
<S> <C> <C>
David J. Eskra 52 Chairman of the Board of Directors; 1992, Private Investor; 1989 to 1991, Chairman,
President, and Chief Executive Officer of Panasophic Systems Incorporated.
Benjamin L. McSwiney 43 President and Chief Executive Officer of the Company; 1991 to 1992, President and Chief
Executive Officer of WhiteStar Graphics; 1989 to 1991, Vice President and General Manager
of Williamhouse - Regency.
Andrew N. Peterson 41 Vice President - Finance and Chief Financial Officer - Same position for over five years.
</TABLE>
28
<PAGE> 29
Item 11. Executive Compensation
Information regarding executive compensation is incorporated by reference to
the material under the caption "Executive Compensation" on pages 4 through 8 of
the Company's 1994 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information regarding security ownership of certain beneficial owners and
management is incorporated herein by reference to the material under the
caption "Election of Directors" on pages 2 and 3, and under the caption
"Beneficial Ownership of Common Stock By Certain Persons" on page 10 of the
Company's 1994 Proxy Statement.
Item 13. Certain Relationships and Related Transactions
Information regarding certain relationships and related transactions is
incorporated herein by reference to the material "Business Affiliations and
Securities Ownership of Nominees for Director and Directors Whose Terms
Continue" on pages 2 and 3 of the Company's 1994 Proxy Statement.
29
<PAGE> 30
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K
The following documents are filed as a part of this report:
(a)(1) Financial statements
The consolidated financial statements of the Company are included
in Part II, Item 8 of this report.
(a)(2) Schedules
<TABLE>
<S> <C> <C>
Report of Independent Certified
Public Accountants on Schedules 10-K, p. 31
V Property, Plant, and Equipment 10-K, p. 32
VI Accumulated Depreciation,
Depletion and Amortization of
Property, Plant, and Equipment 10-K, p. 33
VIII Valuation and Qualifying Accounts
and Reserves 10-K, p. 34
</TABLE>
All other schedules have been omitted for the reason that they
are not applicable or not required.
(b) Reports on Form 8-K: None.
(c) Exhibits required by Item 601 of Regulation S-K are listed in the
Exhibit Index which is incorporated herein by reference.
30
<PAGE> 31
Grant Thorton
[Letterhead]
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SCHEDULES
Board of Directors
Duplex Products Inc.
In connection with our audit of the consolidated financial statements of Duplex
Products Inc. and Subsidiary, referred to in our report dated December 2, 1993,
we have also audited Schedules V, VI, and VIII as of October 30, 1993, and for
each of the three years in the period then ended. In our opinion, these
schedules present fairly, in all material respects, the information required to
be set forth therein.
/s/ GRANT THORNTON
GRANT THORNTON
Chicago, Illinois
December 2, 1993
31
<PAGE> 32
Schedule V
Duplex Products Inc. and Subsidiary
PROPERTY, PLANT, AND EQUIPMENT
<TABLE>
<CAPTION>
Balance at Balance at
beginning Additions end of
Classification of period at cost Retirements period
- -------------- ---------------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
Year ended October 30, 1993
Land and land improvements $ 3,768,000 $ - $ 561,000 $ 3,207,000
Buildings 35,175,000 202,000 4,139,000 31,238,000
Leasehold improvements 400,000 11,000 142,000 269,000
Machinery and equipment 76,794,000 3,503,000 6,030,000 74,267,000
------------ ----------- ----------- -------------
$116,137,000 $ 3,716,000 $10,872,000 $108,981,000
------------ ----------- ----------- -------------
------------ ----------- ----------- -------------
Year ended October 31, 1992
Land and land improvements $ 3,768,000 $ - $ - $ 3,768,000
Buildings 33,989,000 1,208,000 22,000 35,175,000
Leasehold improvements 351,000 56,000 7,000 400,000
Machinery and equipment 75,573,000 3,655,000 2,434,000 76,794,000
------------ ----------- ----------- -------------
------------ ----------- ----------- -------------
$113,681,000 $ 4,919,000 $ 2,463,000 $ 116,137,000
------------ ----------- ----------- -------------
------------ ----------- ----------- -------------
Year ended October 26, 1991
Land and land improvements $ 3,737,000 $ 31,000 $ - $ 3,768,000
Buildings 33,912,000 98,000 21,000 33,989,000
Leasehold improvements 342,000 51,000 42,000 351,000
Machinery and equipment 68,997,000 7,404,000 828,000 75,573,000
------------ ----------- ----------- -------------
$106,988,000 $ 7,584,000 $ 891,000 $ 113,681,000
------------ ----------- ----------- -------------
------------ ----------- ----------- -------------
</TABLE>
Depreciation for financial reporting purposes is based on estimated useful
lives of assets, which are as follows:
Land improvements 5 to 10 years
Buildings and improvements 5 to 40 years
Machinery and equipment 3 to 15 years
Furniture and fixtures 5 to 15 years
Leasehold improvements Lives of leases
Automotive equipment 4 to 5 years
32
<PAGE> 33
Schedule VI
Duplex Products Inc. and Subsidiary
ACCUMULATED DEPRECIATION, DEPLETION, AND AMORTIZATION OF
PROPERTY, PLANT, AND EQUIPMENT
<TABLE>
<CAPTION>
Balance at Balance at
beginning Additions end of
Description of period at cost Retirements period
- ----------- --------------- --------------- ------------- ----------
<S> <C> <C> <C> <C>
Year ended October 30, 1993
Land and land improvements $ 750,000 $ 84,000 $ 114,000 $ 720,000
Buildings 14,428,000 1,208,000 1,736,000 13,900,000
Leasehold improvements 278,000 42,000 138,000 182,000
Machinery and equipment 50,325,000 5,244,000 5,901,000 49,668,000
---------- --------- --------- ----------
$65,781,000 $6,578,000 $7,889,000 $64,470,000
---------- --------- --------- ----------
---------- --------- --------- ----------
Year ended October 31, 1992
Land and land improvements $ 650,000 $ 100,000 $ - $ 750,000
Buildings 13,040,000 1,401,000 13,000 14,428,000
Leasehold improvements 231,000 52,000 5,000 278,000
Machinery and equipment 47,051,000 5,630,000 2,356,000 50,325,000
---------- --------- --------- ----------
---------- --------- --------- ----------
$60,972,000 $7,183,000 $2,374,000 $65,781,000
---------- --------- ---------- ----------
---------- --------- ---------- ----------
Year ended October 26, 1991
Land and land improvements $ 550,000 $ 100,000 $ - $ 650,000
Buildings 11,623,000 1,426,000 9,000 13,040,000
Leasehold improvements 228,000 34,000 31,000 231,000
Machinery and equipment 42,132,000 5,581,000 662,000 47,051,000
---------- --------- ---------- ----------
$54,533,000 $7,141,000 $ 702,000 $60,972,000
---------- --------- ---------- ----------
---------- --------- ---------- ----------
</TABLE>
33
<PAGE> 34
Schedule VIII
Duplex Products Inc. and Subsidiary
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
<TABLE>
<CAPTION>
Additions Deductions
Balance at charged to from reserves Balance at
beginning costs and -------------------------- end of
Description of period expenses Description Amount period
- ----------- ---------- ---------- ----------- ------ -----------
<S> <C> <C> <C> <C> <C>
Year ended
October 30, 1993
Allowance for Accounts
doubtful charged
receivables $ 900,000 $256,000 off $356,000 $ 800,000
--------- ------- ------- ---------
--------- ------- ------- ---------
Year ended
October 31, 1992
Allowance for Accounts
doubtful charged
receivables $1,200,000 $196,000 off $496,000 $ 900,000
--------- ------- ------- ---------
--------- ------- ------- ---------
Year ended
October 26, 1991
Allowance for Accounts
doubtful charged
receivables $1,200,000 $495,000 off $495,000 $1,200,000
--------- ------- ------- ---------
--------- ------- ------- ---------
</TABLE>
34
<PAGE> 35
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant)
<TABLE>
<S> <C> <C>
Date: January 21, 1994 By
--------------------------------------------
David J. Eskra, Chairman of the Board
of Directors
Date: January 21, 1994 By
--------------------------------------------
Benjamin L. McSwiney, President and
Chief Executive Officer
Date: January 21, 1994 By
--------------------------------------------
Andrew N. Peterson, Vice President -
Finance, Chief Financial Officer and
Chief Accounting Officer
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Date: January 21, 1994
--------------------------------------------
David J. Eskra, Chairman of the Board
of Directors
Date: January 21, 1994
--------------------------------------------
Benjamin L. McSwiney, President and
Chief Executive Officer
Date: January 21, 1994
--------------------------------------------
Michael J. Birck, Director
Date: January 21, 1994
--------------------------------------------
John A. Bacon, Jr., Director
</TABLE>
35
<PAGE> 36
<TABLE>
<S> <C> <C>
Date: January 21, 1994
------------------------------------------------------
John C. Colman, Director
Date: January 21, 1994
------------------------------------------------------
George S. Hoban, Director
</TABLE>
36
<PAGE> 37
EXHIBITS FILED WITH SECURITIES AND EXCHANGE COMMISSION
Number and Description of Exhibit
3. Articles of Incorporation - Duplex Products Inc.*
11. Computation of Earnings per Share
22. Subsidiary
24. Consent of Independent Certified Public Accountants
* Document has heretofore been filed with the Commission and is
incorporated by reference.
37
<PAGE> 1
Exhibit No. 11
Duplex Products Inc. and Subsidiary
COMPUTATION OF EARNINGS PER SHARE
Fiscal year ended
<TABLE>
<CAPTION>
October 30, October 31, October 26,
1993 1992 1991
--------------- --------------- --------------
<S> <C> <C> <C>
Weighted average number of common
shares outstanding during each
year used in computing earnings
per share 7,731,740 7,765,865 7,751,815
Primary and fully diluted earnings
(loss) per share before cumulative
effect of change in accounting for
income taxes $.19 $(.07) $.55
Cumulative effect .13 - -
--- ----- ----
Earnings (loss) per share $.32 $(.07) $.55
--- ----- ----
--- ----- ----
</TABLE>
38
<PAGE> 1
Exhibit No. 22
Duplex Products Inc. and Subsidiary
SUBSIDIARY
Subsidiary
- ----------
The subsidiary of the Company listed below was included in the consolidated
financial statements:
<TABLE>
<CAPTION>
State or country
Percentage in which
of incorporated or
ownership organized
---------- ------------------
<S> <C> <C>
Puerto Rico Envelopes, Inc. 100% Florida
</TABLE>
39
<PAGE> 1
Exhibit No. 24
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated December 2, 1993 accompanying the
consolidated financial statements and schedules incorporated by reference or
included in the Annual Report of Duplex Products Inc. on Form 10-K for the year
ended October 30, 1993. We hereby consent to the incorporation by reference of
said reports in the Registration Statements of Duplex Products Inc. on Form S-8
(File No. 2-64363, File No. 2-64362 and File No. 2-89910).
/s/ GRANT THORNTON
---------------------------
GRANT THORNTON
Chicago, Illinois
January 17, 1994
40
