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
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Commission file number 0-20287
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NU-KOTE HOLDING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 16-1296153
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17950 PRESTON ROAD, SUITE 690, DALLAS, TEXAS 75252
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(Address of principal executive offices) (Zip Code)
(214) 250-2785
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(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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
INDEX TO EXHIBITS
SEQ PAGE NO.
Exhibit 11.1 - Statement regarding computation of
earnings per share 18
Exhibit 27 - Financial Data Schedule
17