-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, IxqzrQH6iNNJeQ2n2uukD7ORaZhghanlrBy8c9DFgOPLFyfHB0sVDiOUUvLcZvYX IZ1d5b5ZugydXMRpsAQQoA== 0000950124-94-000148.txt : 19940119 0000950124-94-000148.hdr.sgml : 19940119 ACCESSION NUMBER: 0000950124-94-000148 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19931030 FILED AS OF DATE: 19940118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUPLEX PRODUCTS INC CENTRAL INDEX KEY: 0000030547 STANDARD INDUSTRIAL CLASSIFICATION: 2761 IRS NUMBER: 362109817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1025 FILING VALUES: FORM TYPE: 10-K SEC ACT: 34 SEC FILE NUMBER: 001-07208 FILM NUMBER: 94501801 BUSINESS ADDRESS: STREET 1: 1947 BETHANY RD CITY: SYCAMORE STATE: IL ZIP: 60178 BUSINESS PHONE: 8158952101 MAIL ADDRESS: STREET 1: PO BOX 1947 CITY: SYCAMORE STATE: IL ZIP: 60178 10-K 1 FORM 10-K 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 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 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 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 5 Item 2. Properties
Approximate square Location footage Description - -------------------------- ------------ --------------------------- 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
5 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 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.
High and Low Market Prices (Amex): First Second Third Fourth - -------------------- ------------- ------------- ------------ -------------- 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
7 8 Item 6. Selected Financial Data
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) 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
8 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 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 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 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
Page ---- 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
12 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 14 DUPLEX PRODUCTS INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET OCTOBER 30 AND OCTOBER 31,
ASSETS 1993 1992 ------------ ----------- 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 ----------- ------------ ----------- ------------
14 15 DUPLEX PRODUCTS INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET - CONTINUED OCTOBER 30 AND OCTOBER 31, LIABILITIES AND STOCKHOLDERS' EQUITY
1993 1992 ------------- ------------- 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 ----------- ------------ ----------- ------------
The accompanying notes are an integral part of this statement. 15 16 DUPLEX PRODUCTS INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF EARNINGS YEARS ENDED OCTOBER 30, OCTOBER 31 AND OCTOBER 26,
1993 1992 1991 ------------ ------------ ------------- 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 --- ---- ---- --- ---- ----
The accompanying notes are an integral part of this statement. 16 17 DUPLEX PRODUCTS INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY YEARS ENDED OCTOBER 26, 1991, OCTOBER 31, 1992, AND OCTOBER 30, 1993
Unamortized Common Additional value of stock, $1 contributed Retained Treasury restricted par value capital earnings stock stock issued ------------ ------------- --------------- -------------- ------------ 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) ---------- ---------- ------------ ----------- ----------- ---------- ---------- ------------ ----------- -----------
The accompanying notes are an integral part of this statement. 17 18 DUPLEX PRODUCTS INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS YEARS ENDED OCTOBER 30, OCTOBER 31 AND OCTOBER 26,
1993 1992 1991 ------------- ------------- ------------- 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 ---------- ---------- ------------ ---------- ---------- ------------
The accompanying notes are an integral part of this statement. 18 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 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:
October 30, October 31, 1993 1992 -------------- -------------- 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 ----------- ----------- ----------- -----------
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:
1993 1992 ------------- -------------- 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 ---------- -----------
20 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:
October 30, October 31, Interest rate Maturity 1993 1992 ----------------------------- -------------- --------------- --------------- 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 ---------- ----------- ---------- -----------
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 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:
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 --------- ---------
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 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 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:
1993 1992 1991 ------------- -------------- ------------- 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 --------- ----------- ----------- --------- ----------- -----------
24 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:
1993 ------------ 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 ---------- ----------
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:
1993 1992 1991 ------------- -------------- ------------- 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 -------- --------- ---------- -------- --------- ----------
25 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 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)
First Second Third Fourth ------------- ------------- ------------- -------------- 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)
27 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.
Position and business experience Name and age during past 5 years - ----------------------------- ------------------------------------------------------------------------ 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.
28 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 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 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
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 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 32 Schedule V Duplex Products Inc. and Subsidiary PROPERTY, PLANT, AND EQUIPMENT
Balance at Balance at beginning Additions end of Classification of period at cost Retirements period - -------------- ---------------- ------------- ----------- ----------- 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 ------------ ----------- ----------- ------------- ------------ ----------- ----------- -------------
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 33 Schedule VI Duplex Products Inc. and Subsidiary ACCUMULATED DEPRECIATION, DEPLETION, AND AMORTIZATION OF PROPERTY, PLANT, AND EQUIPMENT
Balance at Balance at beginning Additions end of Description of period at cost Retirements period - ----------- --------------- --------------- ------------- ---------- 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 ---------- --------- ---------- ---------- ---------- --------- ---------- ----------
33 34 Schedule VIII Duplex Products Inc. and Subsidiary VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Additions Deductions Balance at charged to from reserves Balance at beginning costs and -------------------------- end of Description of period expenses Description Amount period - ----------- ---------- ---------- ----------- ------ ----------- 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 --------- ------- ------- --------- --------- ------- ------- ---------
34 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) 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
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. 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
35 36 Date: January 21, 1994 ------------------------------------------------------ John C. Colman, Director Date: January 21, 1994 ------------------------------------------------------ George S. Hoban, Director
36 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 EX-11 2 COMPUTATION OF EARNINGS PER SHARE 1 Exhibit No. 11 Duplex Products Inc. and Subsidiary COMPUTATION OF EARNINGS PER SHARE Fiscal year ended
October 30, October 31, October 26, 1993 1992 1991 --------------- --------------- -------------- 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 --- ----- ---- --- ----- ----
38 EX-22 3 SUBSIDIARY 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:
State or country Percentage in which of incorporated or ownership organized ---------- ------------------ Puerto Rico Envelopes, Inc. 100% Florida
39 EX-24 4 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT 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 -----END PRIVACY-ENHANCED MESSAGE-----