NU KOTE HOLDING INC /DE/
10-Q, 1996-08-12
PENS, PENCILS & OTHER ARTISTS' MATERIALS
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                                FORM 10-Q 
                                       
                    SECURITIES AND EXCHANGE COMMISSION
                                       
                          Washington, DC  20549
                                       
          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934          
                                       
For quarterly period ended                              June 28, 1996  
- ----------------------------------------------------------------------------
Commission file number                                    0-20287
- ----------------------------------------------------------------------------
                             NU-KOTE HOLDING, INC.                  
             (Exact name of registrant as specified in its charter) 
                                       
            DELAWARE                                     16-1296153
- ----------------------------------------------------------------------------
 (State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                      Identification No.)
                                       
                                       
 17950 PRESTON ROAD, SUITE 690, DALLAS, TEXAS               75252
- ----------------------------------------------------------------------------
 (Address of principal executive offices)                 (Zip Code) 
                                       
                                       
                              (214) 250-2785
- ----------------------------------------------------------------------------
              (Registrant's telephone number, including area code)   
                                       
                                       
Indicate by check mark whether the registrant has (1) 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                                 
          -------        -------

Number of shares of common stock of registrant outstanding at August 7, 1996: 
                                                     
                                       
            Class                                         Outstanding
           -----                                          -----------
Class A common stock $.01 par value                        21,775,302 
                                       
                                       
                                       
                      This report contains 18 pages.
                   The Index to Exhibits is on page 17.
                                       

                                      1

<PAGE>

                         NU-KOTE HOLDING, INC.

                         INDEX TO CONSOLIDATED
                          FINANCIAL STATEMENTS

           
                                                                 Page
                                                                 ----
PART I - FINANCIAL INFORMATION       
     
  Consolidated Balance Sheets as of       
    June 28, 1996 and March 31, 1996                               3 
         
  Consolidated Statements of Operations and Retained       
    Earnings (Deficit) for the Three Month Periods     
    Ended June 28, 1996 and June 30, 1995                          4 
         
 Consolidated Statements of Cash Flows for the Three        
    Month Periods Ended June 28, 1996 and June 30, 1995            5 
         
 Notes to Consolidated Financial Statements                        6 
         
 Management's Discussion and Analysis of Financial       
    Condition and Results of Operations                           12 
     
PART II - OTHER INFORMATION      
     
 Other Information                                                15 
        
 Signature Page                                                   16 
        
 Index to Exhibits                                                17 
     

                                  2

<PAGE>

                 NU-KOTE HOLDING, INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
              (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                             (UNAUDITED)
                             
                                              June 28,      March 31,
                                                1996          1996   
                                                ----          ----
                               ASSETS
              
Current assets:                             
  Cash and cash equivalents                   $ 10,198     $  6,540 
  Accounts receivable, net                      87,265       94,440 
  Receivables from Pelikan                       5,159        5,622 
  Inventories, net                             129,629      115,226 
  Prepaid expenses                              12,898        9,618 
  Deferred income taxes                          9,680        8,122 
                                              --------     --------
        Total current assets                   254,829      239,568 
                            
Property, plant, and equipment, net             91,159       92,402 
Other assets and deferred charges                7,536        7,430 
Assets held for sale                             2,065        2,065 
Intangibles, net                                24,423       24,950 
                                              --------     --------
          Total assets                        $380,012     $366,415 
                                              --------     --------
                                              --------     --------

                   LIABILITIES AND SHAREHOLDERS' EQUITY
                            
Current liabilities:                            
  Bank loans and current portion of 
   long-term debt                             $  6,185     $  6,358 
  Accounts payable                              52,213       50,565 
  Payables to Pelikan                            3,270        2,481 
  Compensation related liabilities              15,614       14,563 
  Other accrued liabilities                     46,909       47,936 
                                              --------     --------
        Total current liabilities              124,191      121,903 
                            
Long-term debt, net of current maturities      123,494      111,843 
Other liabilities                               17,023       17,433 
Deferred income taxes                           10,134       10,327 
                                              --------     --------
        Total liabilities                      274,842      261,506 
                                              --------     --------
Shareholders' equity:                            
  Preferred stock, $.01 par value, 
  10,000,000 shares authorized; none issued
  Class A common stock, $.01 par value, 
   40,000,000 shares authorized;      
   22,323,609 and 22,292,008 shares issued         223          223 
  Class B common stock, $.01 par value, 
   15,000,000 shares authorized; none issued                          
  Additional paid-in capital                    91,573       91,178 
  Retained earnings                             14,837       13,042 
  Foreign currency translation adjustments      (1,237)         692 
  Treasury stock, at cost, 550,000 shares         (226)        (226)
                                              --------     --------
        Total shareholders' equity             105,170      104,909 
                                              --------     --------
                                              --------     --------
          Total liabilities and 
           shareholders' equity               $380,012     $366,415 
                                              --------     --------
                                              --------     --------
              
              
         The accompanying notes are an integral part of the
                 consolidated financial statements.               

                                 3

<PAGE>

                  NU-KOTE HOLDING, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                     AND RETAINED EARNINGS (DEFICIT)
    FOR THE THREE MONTH PERIODS ENDED JUNE 28, 1996 AND JUNE 30, 1995
               (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


                                                      (Unaudited)      
                                                ---------------------
                                                June 28,     June 30, 
                                                  1996         1995 
                                                  ----         ----
Net sales                                      $  87,457    $  104,122 
Cost of sales                                     62,230        73,938 
                                              ----------    ----------
        Gross margin                              25,227        30,184 
                             
Selling, general and administrative expenses      17,370        18,900 
Research and development expenses                  2,560         2,033 
Restructuring expense                              1,145           195 
                                              ----------    ----------
    Operating income                               4,152         9,056 
               
Interest expense                                   1,868         1,769 
Other (income) items, net                           (711)         (676) 
                                              ----------    ----------
Income before income taxes                         2,995         7,963 
Provision for income taxes                         1,200         3,090 
                                              ----------    ----------
    Net income                                     1,795         4,873 
                              
Retained earnings (deficit) - Beginning of
 period                                           13,042           (95) 
                                              ----------    ----------
Retained earnings - End of period               $ 14,837       $ 4,778 
                                              ----------    ----------
                                              ----------    ----------
                
Net income per share of common stock            $   0.08       $  0.22   
                                              ----------    ----------
                                              ----------    ----------
                
Weighted average shares outstanding           22,498,935    22,335,118 
                                              ----------    ----------
                                              ----------    ----------
               
             The accompanying notes are an integral part of the 
                     consolidated financial statements.

                                     4

<PAGE>
 
                  NU-KOTE HOLDING, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
     FOR THE THREE MONTH PERIODS ENDED JUNE 28, 1996 AND JUNE 30, 1995
              (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                              (Unaudited) 
                                                         --------------------
                                                         June 28,    June 30, 
                                                           1996        1995 
                                                           ----        ----
Cash flows from operating activities:                               
  Net income                                             $  1,795     $  4,873 
  Adjustments to reconcile net income to net cash 
   provided by (used in) operating activities:  
    Exchange gains                                           (859)        (769) 
    Depreciation and amortization                           2,997        2,955 
    Deferred income taxes                                  (1,751)      (1,241) 
    Tax benefit from exercise of stock options                 75          469 
    Other                                                    (675)      (2,954) 
  Changes in working capital:                             
    Accounts receivable                                     7,638        8,338 
    Inventories                                           (14,403)     (11,342) 
    Prepaid expenses                                       (3,280)        (423) 
    Accounts payable                                        2,437      (10,438) 
    Compensation related liabilities                        1,051          236 
    Other accrued liabilities                                 286        2,696 
    Cash paid for restructuring                            (1,313)      (2,819) 
                                                         --------     --------
        Net cash used in operating activities              (6,002)     (10,419) 
                                                         --------     --------
Cash flows from investing activities:                               
  Purchase of property, plant and equipment                (3,353)      (2,110) 
  Sale of property, plant and equipment                       317         
                                                         --------     --------
        Net cash used in investing activities              (3,036)      (2,110) 
                                                         --------     --------
Cash flows from financing activities:                               
  Borrowings on long-term debt and other loans             34,529       12,574 
  Payments on long-term debt and other loans              (21,673)     (10,311) 
  Exercise of stock options                                   320          588 
                                                         --------     --------
        Net cash provided by financing activities          13,176        2,851 
                                                         --------     --------
Effect of exchange rate changes on cash                      (480)         529 
                                                         --------     --------
Net increase (decrease) in cash                             3,658       (9,149) 
                               
Cash and cash equivalents at beginning of period            6,540       17,049 
                                                         --------     --------
Cash and cash equivalents at end of period               $ 10,198     $  7,900 
                                                         --------     --------
                                                         --------     --------
               
           The accompanying notes are an integral part of the 
                  consolidated financial statements.

                                   
                                   
                                   5
<PAGE>


                     NU-KOTE HOLDING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED) 
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
   
   
   
1.  THE COMPANY

    Nu-kote Holding, Inc. ("Nu-kote") and its wholly-owned 
    subsidiaries are referred to collectively as the 
    "Company".  The Company is one of the leading independent 
    manufacturers and distributors of impact and non-impact 
    imaging supplies for office and home printing devices, 
    including the manufacture and distribution of a full line 
    of typewriter and printer ribbons, thermal fax ribbons, 
    cartridges and toners for laser printers, facsimile 
    machines and copiers, cartridges and ink for ink jet 
    printers, specialty papers, calculator ink rolls, and 
    carbon paper.
    
    The Company sells products primarily in the United States 
    and Europe, directly to wholesale and retail markets, and 
    also to original equipment manufacturers and distributors 
    for resale under their brand names or private labels.  
    The Company distributes through virtually all major 
    office supply marketing channels, including wholesale 
    distributors, office products dealers, direct mail 
    catalogs, office supply "super stores", warehouse clubs, 
    information processing specialists, value added 
    resellers, and mass market retailers.
    
    The consolidated balance sheet as of June 28, 1996 and 
    the related consolidated statements of operations and 
    retained earnings (deficit) and consolidated statements 
    of cash flows for the three month periods ended June 28, 
    1996 and June 30, 1995 are unaudited.  However, in the 
    opinion of management, all adjustments (consisting only 
    of normal recurring accruals) necessary for a fair 
    presentation of such financial statements have been 
    included.  Interim results are not necessarily indicative 
    of results for a full year.

    The financial statements and notes are presented as 
    permitted by Form 10-Q, and do not contain certain 
    information included in the Company's annual financial 
    statements and notes.  
    
2.  NET INCOME PER SHARE OF COMMON STOCK

    Net income per share of common stock for the three month 
    periods ended June 28, 1996 and June 30, 1995 is based on 
    the weighted average number of common shares outstanding 
    during the period and the effect of considering common 
    stock equivalents (stock options) under the treasury 
    stock method.  Primary and fully diluted net income per 
    share of common stock are the same and, therefore, are 
    not shown separately. 
    
                                  6

<PAGE>

3.  ACCOUNTS RECEIVABLE

    Accounts receivable are reflected net of allowances for 
    doubtful accounts of $3,244 and $3,933 at June 28, 1996 
    and March 31, 1996, respectively.

4. INVENTORIES

   Inventories consist of the following:

              
                                 June 28,     March 31,  
                                   1996         1996   
                                   ----         ----
    Raw materials                 $ 50,770    $ 42,291 
    Work-in-process                 19,954      18,341 
    Finished goods                  58,905      54,594 
                                  --------    --------
          Total                   $129,629    $115,226 
                                  --------    --------
                                  --------    --------

    Since physical inventories taken during the year do not 
    necessarily coincide with the end of a quarter, 
    management has estimated the composition of inventories 
    with respect to raw materials, work-in-process and 
    finished goods.  It is management's opinion that this 
    estimate represents a reasonable approximation of the 
    inventory levels at June 28, 1996.  The amounts at March 31, 
    1996 are based upon the audited balance sheet at that 
    date.

5.  PROPERTY, PLANT AND EQUIPMENT

    Property, plant and equipment is stated at cost and 
    consists of the following components:

              
                                            June 28,    March 31,  
                                              1996        1996   
                                              ----        ----
    Land                                    $  5,184    $  5,323 
    Buildings and improvements                22,495      22,742 
    Machinery and equipment                   91,943      90,827 
                                            --------    --------
                                             119,622     118,892

    Less accumulated depreciation and 
      impairment provision                   (28,463)    (26,490)  
                                            --------    --------
          Total                             $ 91,159    $ 92,402 
                                            --------    --------
                                            --------    --------

    Depreciation expense amounted to $2,311 and $2,317 for 
    the three month periods ended June 28, 1996 and June 30, 
    1995, respectively. 
    
                                      7

<PAGE>

6. INTANGIBLE ASSETS

    Intangible assets consist of amounts allocated as a 
    result of purchases of existing businesses and are 
    summarized as follows:
    
                                        Amortization   June 28,    March 31,  
                                           Period        1996        1996  
                                           ------        ----        ----
    Goodwill                               20 years    $  9,880   $  9,880 
    Covenants-not-to-compete              3-5 years       6,642      6,642 
    Trademark                              40 years      11,306     11,306 
    Technology license                      8 years       1,272      1,272 
                                                       --------   --------
                                                         29,100     29,100
    Less accumulated amortization                        (4,677)    (4,150) 
                                                       --------   --------
    Total                                              $ 24,423   $ 24,950 
                                                       --------   --------
                                                       --------   --------

    Covenant-not-to-compete agreements have been recorded at 
    their net present value using estimated discount rates of 
    7% and 16%.  The trademark has been recorded at its 
    estimated value based upon royalty rates charged for its 
    use, discounted at an estimated rate of return of 35%.  
    The technology license has been recorded at its estimated 
    fair value based on forecasted discounted cash flows 
    using a 16% discount rate.

7.  LINE OF CREDIT

    The Company has a line of credit in Colombia in the 
    amount of $1,450.  Borrowings against the line of credit 
    amounted to $703 and $681 at June 28, 1996 and March 31, 
    1996, respectively.  The line bears interest at the 
    prevailing Colombia interest rate plus 2 percentage 
    points.  Average interest rates at June 28, 1996 and 
    March 31, 1996 were 19.9% and 22.6%, respectively.
    
8.  LONG-TERM DEBT

    Long-term debt of the Company consists of the following:
    
                  
                                              June 28,     March 31,  
                                                1996         1996   
                                              --------     ---------
                             
    Revolving lines of credit                 $ 87,558     $ 75,919 
    Term loan                                   40,000       40,000 
    Other items                                  1,418        1,601 
                                              --------     --------
                                               128,976      117,520 
    Less current portion                        (5,482)      (5,677) 
                                              --------     --------
    Long-term debt, net of current portion    $123,494     $111,843 
                                              --------     --------
                                              --------     --------

                                     8

<PAGE>

9.  INCOME TAXES

    Following are the approximate effective blended tax rates 
    for significant jurisdictions:
       
                            North America     40% 
                            Switzerland       22% 
                            Germany           64% 
                            United Kingdom    33% 
   

    The above resulted in a worldwide effective blended tax 
    rate of 40% for the quarter ended June 28, 1996.
    
10. CONTINGENCIES

    Three original equipment manufacturers filed lawsuits 
    against Nu-kote International, Inc. ("NII") alleging that 
    certain NII ink jet replacement cartridges, refill inks 
    and packaging infringe their trademarks, trade dress and 
    patents and alleging, among other things, unfair 
    competition and misleading representations.  The 
    plaintiffs are seeking injunctive relief, monetary 
    damages, court costs and attorney's fees. The complaint 
    in one of the cases has been amended to name Nu-kote and 
    Pelikan Produktions A.G. as defendants.  All of the cases 
    are being vigorously contested, and in each case the 
    Company or NII has asserted affirmative defenses and 
    counterclaims and has requested damages and affirmative 
    injunctive relief.  All of the lawsuits are in the 
    discovery stage.  In management's opinion, the ultimate 
    resolution of these lawsuits will not have a material 
    adverse effect on the Company's financial position, 
    results of future operations or liquidity.
    
    In connection with Nu-kote's acquisition of the Office 
    Supplies Division and the International Business Forms 
    Division of Unisys Corporation ("Unisys"), Unisys agreed 
    to retain all liabilities resulting from or arising out 
    of any environmental conditions existing on or before 
    January 16, 1987 at the Company's Rochester, Macedon and 
    Bardstown facilities and, additionally, to indemnify the 
    Company for such.  State environmental agencies have 
    alleged that environmental contamination exists at all 
    three sites.  To date Unisys has handled all remediation 
    efforts related to these properties.  As a result of the 
    indemnification from Unisys, in the opinion of 
    management, the ultimate cost to resolve these 
    environmental matters will not have a material adverse 
    effect on the Company's financial position, results of 
    future operations or liquidity.
    
    In addition, the Company is involved in various routine 
    legal matters.  In the opinion of the Company's 
    management, the ultimate cost to resolve these matters 
    will not have a material adverse effect on the Company's 
    financial position, results of future operations or 
    liquidity.
    
    This note contains various "forward looking statements" 
    within the meaning of Section 27A of the Securities Act 
    of 1933 and Section 21E of the Securities Exchange 
    Act of 1934, which represent the Company's expectations 
    or beliefs concerning the possible outcome of the various 
    litigation matters described herein and estimates of the 
    Company's liabilities associated with identified 
    environmental matters.  The Company cautions that 
    
                                     9

<PAGE>

    the actual outcome of the various litigation matters 
    could be affected by a number of factors beyond its 
    control, including, without limitation, judicial 
    interpretations of applicable laws, rules and 
    regulations, the uncertainties and risks inherent in any 
    litigation, particularly a jury trial, the nature and 
    extent of any counterclaims, and the scope of insurance 
    coverage, and that the final resolution of such matters 
    could differ materially from the Company's current 
    evaluation of such matters.  The Company further cautions 
    that the statements regarding identified environmental 
    matters are qualified by important factors that could 
    cause the Company's actual liabilities to differ 
    materially from those in the forward looking statements, 
    including, without limitation, the following:  (i) the 
    actual nature and extent of contamination, if any; (ii) 
    the remedial action selected; (iii) the actual cleanup 
    level required; (iv) changes in regulatory requirements; 
    (v) the ability of other responsible parties, if any, to 
    pay their respective shares; and (vi) any insurance 
    recoveries. 
    
                                       10
<PAGE>

11. RESTRUCTURING EXPENSE

    As a result of the Pelikan Hardcopy Division acquisition, 
    the Company merged certain of its operations with those 
    of Pelikan Hardcopy Division.  The plan to integrate the 
    Pelikan Hardcopy Division's operations included, among 
    other things, closure of the Company's manufacturing, 
    distribution and administration facility in Bardstown, 
    Kentucky and merger of its operations into the Pelikan 
    Hardcopy Division's facility in Franklin, Tennessee;  
    termination of contract manufacturing and other 
    contracts; closure of the Company's manufacturing 
    facility in Deeside, Wales and merger of its operations 
    with the Pelikan Hardcopy Division's operations in 
    Scotland;  consolidation of certain toner manufacturing 
    operations of ICMI's Connellsville, Pennsylvania facility 
    and the Pelikan Hardcopy Division's Derry, Pennsylvania 
    facility; and consolidation of sales and administrative 
    organizations of the two companies.  The Company 
    substantially completed the merger activities in fiscal 
    1996 and anticipates completion in fiscal 1997.
    
    Activity related to accrued restructuring costs during 
    the quarters ended June 28, 1996 and June 30, 1995 are as 
    follows:
    
                           
                                       Amount                   Amount   
                                     Accrued at   Amount      Accrued at   
           Description of              End of    Paid in     Beginning of   
        Restructuring Expense          Quarter   Quarter       Quarter   
        ---------------------          -------   -------       -------
    Quarter Ended June 28, 1996:
      Severance                         $  0      $ 71          $ 71 
      Lease cancellations                425                     425 
      Facility maintenance                       
        and other                        287        97           384 
                                        ----      ----          ----
                                        $712      $168          $880 
                                        ----      ----          ----
                                        ----      ----          ----

                                       Amount                   Amount   
                                     Accrued at   Amount      Accrued at   
           Description of              End of    Paid in     Beginning of   
        Restructuring Expense          Quarter   Quarter       Quarter   
        ---------------------          -------   -------       -------
    Quarter Ended June 30, 1995:                         
      Severance                        $1,462    $1,709        $3,171 
      Lease cancellations               1,165        45         1,210 
      Termination of contract                       
       manufacturing and                     
       other contracts                  1,637       713         2,350 
      Facility maintenance                       
       and other                        1,477       157        1,634 
                                       ------    ------       ------
                                       $5,741    $2,624       $8,365 
                                       ------    ------       ------
                                       ------    ------       ------



                                        11
<PAGE>

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

  QUARTER ENDED JUNE 28, 1996 COMPARED TO QUARTER ENDED JUNE 30, 1995 

     Net sales from operations for the quarter ended June 28, 
     1996 were $87.5 million, a decline of $16.7 million 
     (16.0%) over the quarter ended June 30, 1995.  The 
     decrease in net sales during the quarter ended June 28, 
     1996 was due almost entirely to a 25% decline in 
     worldwide sales of impact products as compared to the 
     previous year period.  Specifically, sales of impact 
     products in Europe and North America declined 30% and 
     15%, respectively, as compared to the previous year 
     period.
       
     For the current year quarter, net sales in North America 
     were $41.7 million, an increase of 3% over the previous 
     year period.  Sales of non-impact supplies in North 
     America increased 20% as compared to the previous year 
     period, offsetting the decline in the sale of impact 
     supplies in North America.
     
     Net sales in Europe amounted to $44.9 million for the 
     current year quarter, compared to $62.6 million in the 
     previous year period.  As previously noted above, sales 
     of impact products in Europe declined in the current 
     period.  This decline was due to the following factors: 
     (a) a general decline in the overall market for impact 
     supplies in Europe at a rate of 10 to 15% per annum, 
     which is due to the accelerated migration from impact 
     printing devices to non-impact printing devices; (b) a 
     weakening German economy which is currently the Company's 
     largest market in Europe; (c) the Company's decision to 
     reduce selling prices to enhance market penetration; and 
     (d) the translation effect of the U.S. dollar 
     strengthening in the current year period as compared to 
     the previous year period.  Sales of non-impact products 
     in Europe were also down in the quarter as compared to 
     the previous year period due in general to factors (b) 
     through (d) above.
 
     While the Company expects the decline in the sale of 
     impact products to continue, management believes that the 
     decline will be more in line with projections for the 
     industry.  The Company also expects continuing growth in 
     the sale of non-impact products as a result of the 
     scheduled introduction of new products, as well as the 
     repeat sales of products recently introduced.  Overall, 
     the Company expects that growth in sales of non-impact 
     products will offset the decline in the sale of impact 
     products.
       
     Worldwide sales of non-impact supplies accounted for 
     approximately 57% of total sales for the quarter ended 
     June 28, 1996, compared to 48% of total sales in the 
     quarter ended June 30, 1995.     
      
     Cost of sales were $62.2 million (71.2% of net sales) for 
     the quarter ended June 28, 1996, compared to $73.9 
     million (71.0% of net sales) in the prior period.  For 
     the quarter ended 

                                   12

<PAGE>

     June 28, 1996, research and development expenses amounted 
     to $2.6 million, (2.9% of net sales), as compared to $2.0 
     million (2.0% of net sales ) in the previous year period. 
     The increase in this expense category resulted from the 
     inclusion of Modular Ink Technology's related research 
     and development costs in the current period.  Selling, 
     general and administrative expenses were $17.4 million 
     (19.9% of net sales) for the quarter ended June 28, 1996, 
     compared to $18.9 million (18.1% of net sales) for the 
     prior year period. The decrease in actual expenditures 
     resulted from expense reductions implemented in Europe in 
     prior periods.
          
     Restructuring costs in Europe amounted to $1.1 million in 
     the current period and were in line with previous 
     projections.  As previously mentioned above, management 
     expects that the decline in the worldwide market for 
     impact products will continue; therefore, management has 
     decided to accelerate the down-sizing of its worldwide 
     capacity for manufacturing impact products.  This 
     decision is expected to result  in a charge to earnings 
     in the second quarter of fiscal 1997 of approximately 
     $4.0 million which is related to employee severance costs 
     as well as disposal of excess impact equipment.

     Other income of $0.7 million in both periods  results 
     primarily from exchange gains in Europe.    
     
     Interest expense for the current fiscal quarter was $1.9 
     million, compared to $1.8 million for the prior period.  
    
     Net income from operations was $1.8 million (2.1% of net 
     sales) for the quarter ended June 28, 1996 compared to 
     $4.9 million (4.7% of net sales) for the year ago period. 
     The decrease in net income is directly attributable to 
     the reduction in sales year over year.      

  EFFECT OF CURRENCY EXCHANGE RATES AND EXCHANGE RATE RISK MANAGEMENT 

     Because the Company conducts business in many countries, 
     fluctuations in foreign currency exchange rates affect 
     the Company's financial position and results of 
     operations.  It is the Company policy to monitor currency 
     exposures and enter into hedging arrangements to manage 
     the Company's exposure to currency fluctuations.  As a 
     result, the Company reported $0.8 million in exchange 
     gains in each of the quarters presented.

                                     13

<PAGE>
      
  LIQUIDITY AND CASH FLOW

     For the quarter ended June 28, 1996 cash used by 
     operations, primarily to fund increased inventory 
     requirements in North America amounted to $6.0 million.  
     Capital expenditures, primarily related to the purchase 
     of ink jet manufacturing equipment, were $3.4 million.
 
     As of August 5, 1996, borrowings outstanding under the 
     Company's Credit Facilities amounted to $127.7 million, 
     up $11.8 million from March 31, 1996.  The Company had 
     approximately $12.5 million available for future 
     borrowings under the Credit Facilities.  The Company 
     anticipates that cash flow from its operations and 
     available borrowings under the Credit Facilities will 
     provide sufficient working capital to operate the 
     business and to meet the Company's foreseeable liquidity
     requirements.       

  CAUTIONARY STATEMENT

     The foregoing "Management's Discussion and Analysis of 
     Financial Condition and Results of Operations" section 
     contains various "forward looking statements" within the 
     meaning of Section 27A of the Securities Act of 1933 and 
     Section 21E of the Securities Exchange Act of 1934, which 
     represent the Company's expectations or beliefs 
     concerning, among other things, future operating results 
     and various components thereof and the adequacy of future 
     operations to provide sufficient liquidity.  The Company 
     cautions that such matters necessarily involve 
     significant risks and uncertainties that could cause 
     actual operating results and liquidity needs to differ 
     materially from such statements, including, without 
     limitation, general economic conditions, product demand 
     and industry capacity, competitive products and pricing, 
     manufacturing efficiencies, new product development, 
     availability of raw materials and critical manufacturing 
     equipment, new plant startups and the regulatory and 
     trade environment.
      
 
                                      14

<PAGE>

                        PART II - OTHER INFORMATION     
                                       
                                       
                                       
 ITEM 1 -     LEGAL PROCEEDINGS                
                                       
              See Item 3 - Legal Proceedings in the registrant's Annual 
              Report on Form 10-K for the fiscal year ended March 31, 1996 
              and Note 10 of Notes to Consolidated Financial Statements for 
              the three month periods ended June 28, 1996 and June 30, 1995
              included elsewhere in this report.
                                       
                                       
 ITEMS 2 - 5  INAPPLICABLE                
                                       
                                       
 ITEM 6 -     EXHIBITS AND REPORTS ON FORM 8-K  
                                       
        (a)   Exhibits.                   
                                       
              Exhibit 11.1  -  Statement regarding computation of per share 
                               earnings. 
                                       

              Exhibit 27    -  Financial Data Schedule.

        (b)   Reports on Form 8-K.  
                                       
              The registrant filed no reports on Form 8-K during the 
              quarterly period ended June 28, 1996. 
                                       
                                       
                                       
 

                                      15

<PAGE>

                                  SIGNATURES


    Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

Date      August 9, 1996                    /s/   David F. Brigante
       --------------------              ------------------------------
                                         David F. Brigante
                                         Chairman of the Board and
                                         Chief Executive Officer


Date     August 9, 1996                    /s/   Daniel M. Kerrane
       --------------------              ------------------------------
                                         Daniel M. Kerrane
                                         Executive Vice President and
                                         Chief Financial Officer 


                                       16

<PAGE>

                                       
                                INDEX TO EXHIBITS      
                                       
                                       
                                       
                                                            SEQ PAGE NO.
                                       
Exhibit 11.1  -  Statement regarding computation of 
                 earnings per share                             18
                                       
Exhibit 27    -  Financial Data Schedule 






















                                        17





<PAGE>
EXHIBIT 11.1                                       
                                       
                                       
                    NU-KOTE HOLDING, INC. AND SUBSIDIARIES      
              STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
                  (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)  
                                  (UNAUDITED)
                                       
                                                     FOR THE THREE MONTHS ENDED
                                                     --------------------------
                                                       JUNE 28,      JUNE 30,
                                                         1996         1995 
                                                         ----         ----
PRIMARY
  Shares outstanding:                                      
   Weighted average number of shares outstanding         21,751      21,400
 
   Net effect of dilutive stock options (1)                 748         762
                                                       --------     -------
                                                         22,499      22,162
                                                       --------     -------
                                                       --------     -------
  Net income                                           $  1,795     $ 4,873
                                                       --------     -------
                                                       --------     -------
  Net income per common share                          $   0.22     $  0.22
                                                       --------     -------
                                                       --------     -------
FULLY DILUTED                                       
  Shares outstanding:                                      
   Weighted average number of shares outstanding         21,751      21,400
                                       
   Net effect of dilutive stock options (1)                 748         936
                                                       --------     -------
                                                         22,499      22,336
                                                       --------     -------
                                                       --------     -------
  Net income                                           $  1,795     $ 4,873
                                                       --------     -------
                                                       --------     -------
  Net income per common share                          $   0.22     $  0.22
                                                       --------     -------
                                                       --------     -------
______________________
(1)   The net effects for the three month periods ended June 28, 1996 and 
      June 30, 1995 are based upon the treasury stock method using average 
      market price during the periods for the primary amounts, and the 
      higher of the average market price or the market price at the end of 
      the period for the fully diluted amounts.         
                                       
                                       
                                       

                                      18



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-START>                             APR-01-1996
<PERIOD-END>                               JUN-28-1996
<CASH>                                          10,198
<SECURITIES>                                         0
<RECEIVABLES>                                   90,509
<ALLOWANCES>                                   (3,244)
<INVENTORY>                                    129,629
<CURRENT-ASSETS>                               254,829
<PP&E>                                         119,622
<DEPRECIATION>                                (28,463)
<TOTAL-ASSETS>                                 380,012
<CURRENT-LIABILITIES>                          124,191
<BONDS>                                        128,976
                                0
                                          0
<COMMON>                                           223
<OTHER-SE>                                     104,947
<TOTAL-LIABILITY-AND-EQUITY>                   380,012
<SALES>                                         87,457
<TOTAL-REVENUES>                                87,457
<CGS>                                           62,230
<TOTAL-COSTS>                                   62,230
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,868
<INCOME-PRETAX>                                  2,995
<INCOME-TAX>                                     1,200
<INCOME-CONTINUING>                              1,795
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,795
<EPS-PRIMARY>                                      .08
<EPS-DILUTED>                                      .08
        

</TABLE>


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