-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KLvBm2MbTNM0gOhLqkMVzcTqt7xza30/L3Lo1D0fh19n96GUyZf1x+meRXLTaILr zrc8jpI6fbLcfn8vuKYTPQ== 0000910680-96-000043.txt : 19960213 0000910680-96-000043.hdr.sgml : 19960213 ACCESSION NUMBER: 0000910680-96-000043 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951229 FILED AS OF DATE: 19960212 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TII INDUSTRIES INC CENTRAL INDEX KEY: 0000277928 STANDARD INDUSTRIAL CLASSIFICATION: SWITCHGEAR & SWITCHBOARD APPARATUS [3613] IRS NUMBER: 660328885 STATE OF INCORPORATION: DE FISCAL YEAR END: 0629 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08048 FILM NUMBER: 96515862 BUSINESS ADDRESS: STREET 1: 1385 AKRON ST CITY: COPIAGUE STATE: NY ZIP: 11726 BUSINESS PHONE: 5167895000 MAIL ADDRESS: STREET 1: 1385 AKRON STREET CITY: COPIAGUE STATE: NY ZIP: 11726 10-Q 1 TII INDUSTRIES 3RD QTR. 1995 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 29, 1995 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number 1-8048 ---------------------- TII INDUSTRIES, INC. ---------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE 66-0328885 - ------------------------------ --------------------------------- (State or other jurisdiction of (I.R.S.Employer Identification No.) incorporation or organization) 1385 Akron Street, Copiague, New York 11726 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 516-789-5000 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 --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at February 1, 1996 - ---------------------------- ------------------------------- Common Stock, par value $.01 7,387,018 TII INDUSTRIES, INC. AND SUBSIDIARIES Form 10-Q for the Quarter Ended December 29, 1995 INDEX Part I - FINANCIAL INFORMATION Item 1: Financial Statements: Page No. Consolidated Balance Sheets - December 29, 1995 and June 30, 1995 3 Consolidated Statements of Operations - Three and Six Months Ended December 29, 1995 and December 30, 1994 4 Consolidated Statement of Stockholders' Investment - Three and Six Months Ended December 29, 1995 5 Consolidated Condensed Statements of Cash Flows - Three and Six Months Ended December 29, 1995 and December 30, 1994 6 Notes to Consolidated Condensed Financial Statements 7-10 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 11-15 Part II- OTHER INFORMATION Item 4: Submission of Matters to a Vote of Security Holders 17 Item 6: Exhibits and Reports on Form 8-K 18 Signature 19 -2- TII INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS UNAUDITED (Dollars in thousands except share and per share data)
December 29, June 30, 1995 1995 ------------------ ------------------ (Unaudited) ------------------ ------------------ ASSETS CURRENT ASSETS: Cash $ 211 $ 1,152 Marketable securities 2,038 2,266 Trade receivables 6,070 5,655 Other receivables 213 478 Inventories 15,134 12,278 Prepaid expenses 715 645 ------------------ ------------------ Total current assets 24,381 22,474 ------------------ ------------------ PROPERTY AND EQUIPMENT, AT COST: Machinery and equipment 16,755 16,228 Tools, dies and molds 6,797 6,027 Leasehold improvements 5,256 5,655 Office fixtures, equipment and other 2,753 2,606 ------------------ ------------------ 31,561 30,516 Less - Accumulated depreciation and amortization 21,159 20,302 ------------------ ------------------ 10,402 10,214 ------------------ ------------------ OTHER ASSETS 1,555 1,726 ------------------ ------------------ $36,338 $34,414 ================== ================== LIABILITIES AND STOCKHOLDERS' INVESTMENT CURRENT LIABILITIES: Current portion of long-term debt $ 56 $ 63 Accounts payable 5,212 4,851 Accrued liabilities 669 1,613 ------------------ ------------------ Total current liabilities 5,937 6,527 ------------------ ------------------ LONG-TERM DEBT 909 2,704 ------------------ ------------------ COMMITMENTS AND CONTINGENCIES STOCKHOLDER'S INVESTMENT: Preferred Stock, par value $1.00 per share; 1,000,000 authorized and issuable in series: Series A Cumulative Convertible Redeemable Preferred Stock, 100,000 shares authorized; no shares outstanding at Dec. 29, 1995 and 27,626 outstanding at June 30, 1995 (issued and valued at liquidation value of $100.00 per share). 0 2,763 Series B Cumulative Redeemable Preferred Stock, 20,000 shares authorized; no shares outstanding at Dec. 29, 1995 and June 30, 1995. -- -- Common Stock, par value $.01 per share; 30,000,000 shares authorized (with one vote per share); 7,114,155 and 5,496,229 shares issued at Dec. 29, 1995 and June 30, 1995, respectively. 71 55 Class B Stock, par value $.01 per share; 10,000,000 shares authorized (with each share having ten votes and convertible into one share of Common Stock); no shares outstanding at Dec. 29, 1995 and 370,366 at June 30, 1995, respectively. -- 4 Class C Stock, par value, $.01 per share; 100,000 shares authorized (non-voting); no shares issued -- -- Warrants outstanding 120 120 Capital in excess of par value 27,130 21,394 Retained earnings 2,452 1,118 Unrealized gain on marketable securities -- 10 ------------------ ------------------ 29,773 25,464 Less - 17,637 common shares in treasury, at cost 281 281 ------------------ ------------------ 29,492 25,183 ------------------ ------------------ $36,338 $34,414 ================== ==================
The accompanying notes to consolidated financial statements are an integral part of these statements. -3- TII INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERTATIONS UNAUDITED (Dollars in thousands except share and per share data)
Three Months Ended Six Months Ended ---------------------------------------------- -------------------------------------------- December 29, December 30, December 29, December 30, 1995 1994 1995 1994 -------------------- -------------------- -------------------- ------------------ NET SALES $11,241 10,661 20,841 21,117 ------------ ------------ ------------ ------------ COSTS AND EXPENSES Cost of sales 8,130 7,484 15,164 14,825 Selling, general and administrative 1,394 1,777 2,887 3,487 expenses Research and development expenses 762 640 1,387 1,345 ------------ ------------ ------------ ------------ Total costs and expenses 10,286 9,901 19,438 19,657 ------------ ------------ ------------ ------------ Operating income 955 760 1,403 1,460 ------------ ------------ ------------ ------------ OTHER INCOME (EXPENSE) Interest expense (147) (133) (181) (293) Other income (expense), net 87 (20) 112 (24) ------------ ------------ ------------ ------------ Total other expense, net (60) (153) (69) (317) ------------ ------------ ------------ ------------ Net profit 895 607 1,334 1,143 ============ ============ ============ ============ NET PROFIT PER SHARE - PRIMARY 0.12 0.11 0.17 0.21 ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 7,769,000 8,090,000 7,846,000 7,881,000 ============ ============ ============ ============ NET PROFIT PER SHARE- FULLY DILUTED 0.11 0.11 0.17 0.20 ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 8,176,000 8,540,000 8,199,000 8,519,000 ============ ============ ============ ============
The accompanying notes to consolidated financial statements are an integral part of these statements. -4- TII INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' INVESTMENT (Unaudited) (Dollars in Thousands)
Capital Class B in exess Treasury Preferred Common Common Warrants of par Retained Stock Stock Stock Stock Outstanding Value Earnings Amount ----- ----- ----- ----------- ----- -------- ------ BALANCE, June 30, 1995 $ 2,763 $ 55 $ 4 $ 120 $ 21,394 $ 1,118 $ 281 Issuance of Common Stock from exercise of private placement Warrants and Unit Purchase Options net of $128 expenses --- 12 --- --- 5,481 --- --- Conversion of Class B Common Stock --- 4 (4) --- --- --- --- Redemption of Preferred A Stock (2,763) --- --- --- --- --- --- Exercise of Stock options --- --- --- --- 255 --- --- Net Income for the six months ended December 29, 1995 --- --- --- --- --- 1,334 --- ---------- --------- -------- -------- -------- -------- -------- BALANCE, December 29, 1995 $ --- $ 71 $ --- $ 120 $ 27,130 $ 2,452 $ 281 ========== ========= ======== ======== ======== ======== ========
The accompanying notes to consolidated financial statements are an integral part of these statements. -5- TII INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (Unaudited) (Dollars in thousands)
Six Months Ended December 29, December 30, 1995 1994 ------------ ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Profit $ 1,334 $ 1,143 ------------ ------------- Adjustments to reconcile net profit to net cash provided by (used in) operating activities Depreciation and amortization 857 880 Provision for inventory obsolescence, net 100 37 Decrease in doubtful accounts (10) Amortization of other assets, net 93 64 Changes in assets and liabilities (Increase) Decrease in trade receivables (405) 86 Decrease in other receivables 265 33 (Increase) in inventories (2,965) (819) Decrease (Increase) in prepaid expenses and other assets 8 (418) (Decrease) in accounts payable and accrued liabilities (583) (63) ------------ ------------- Total adjustments (2,631) (200) ------------ ------------- Net cash (used in) provided by operating activities (1,297) 943 ------------ ------------- CASH FLOWS FROM FINANCING ACTIVITIES Capital expenditures, net (1,013) (1,265) Net decrease in marketable securities 228 1,379 ------------ ------------- Net cash (used in) provided by investing activities (785) 114 ------------ ------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from exercise of options, warrants and unit purchase options 5,738 471 Payment of long-term debt (1,834) (2,151) Redemption of Preferred Stock (2,763) 0 ------------ ------------- Net cash provided by (used in) financing activities 1,141 (1,680) ------------ ------------- Net decrease in cash (941) (623) Cash at beginning of period 1,152 1,099 ------------ ------------- Cash at end of period $ 211 $ 476 ============ =============
The accompaning notes to consolidated financial statements are an integral part of these statements -6- TII INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) December 29, 1995 (1) INTERIM FINANCIAL STATEMENTS: The unaudited interim financial statements presented herein have been prepared in accordance with generally accepted accounting principles for interim financial statements and with the instructions to Form 10-Q and Regulation S-X pertaining to interim financial statements. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. The financial statements reflect all adjustments (consisting of normal recurring adjustments and accruals) which, in the opinion of management, are considered necessary for a fair presentation of financial position at December 29, 1995 and results of operations for the three and six months ended December 29, 1995 and December 30, 1994. The financial statements should be read in conjunction with the summary of significant accounting policies and notes to consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended June 30, 1995. The results of operations for the three and six months ended December 29, 1995 are not necessarily indicative of the results that may be expected for the full year ending June 28, 1996. -7- (2) NET PROFIT PER COMMON SHARE: Net profit per common and common equivalent share is calculated using the weighted average number of common shares outstanding and the net additional number of shares which would be issuable upon the exercise of dilutive stock options and warrants assuming that the Company used the proceeds received to purchase additional shares (up to 20% of shares outstanding) at market value, retire debt and invest any remaining proceeds in U.S. government securities. The effect on net profit of these assumed transactions is considered in the computation. (3) STATEMENTS OF CASH FLOWS: During the six months ended December 29, 1995 and December 30, 1994, the Company made cash payments of $61,000 and $366,000 respectively, for interest. (4) MARKETABLE SECURITIES AVAILABLE FOR SALE: Prior to fiscal 1995, the portfolio of marketable securities was valued at the lower of cost or market. Effective for fiscal 1995 and thereafter, SFAS 115, Accounting for Certain Investments in Debt and Equity Securities, requires the Company to categorize its investments as: held-to-maturity securities, reported at cost; trading securities, reported at fair value; or available-for-sale securities, reported at fair value. Changes in the fair value of trading securities are included in earnings, while changes in the unrealized gains and losses of available-for-sale securities are -8- reported as a separate component of stockholders' investment. All of the Company's marketable securities are classified as available-for-sale. At December 29, 1995, the portfolio was valued at market, which approximated unamortized cost of $2,038,000 and consisted of U.S. Treasury Bills and Notes, other federal backed agency bonds and notes and other liquid investment grade investments with the primary investment goal being near-term liquidity and safety of principal. (5) CAPITAL STOCK: STOCK OPTIONS- The following summarizes stock option activity for the quarter ended December 29, 1995: Granted 125,200 Exercise Price $6.75 - $8.25 Exercised 25,760 Exercise Price $2.50 - $5.375 Options Cancelled/Expired/Terminated 20,000 Exercise Price $5.25 WARRANTS - During the quarter ended December 29, 1995, 50,000 shares were issued as a result of the exercise of Common Stock Purchase Warrants and the Company received net proceeds of approximately $203,000 from such exercise. -9- (6) LONG TERM DEBT: On December 29, 1995, the Company's Long-Term Debt consisted of a note payable in the amount of $750,000 with the Overseas Private Investment Corporation (OPIC) and various notes totaling $216,000. On January 31, 1995, the Company entered into an $8,000,000 Revolving Credit Loan Agreement with Chemical Bank, which, at December 29, 1995, entitled the Company to have outstanding borrowings of up to $6,400,000, reducing by $400,000 each calendar quarter thereafter. At December 29, 1995, there were no outstanding borrowings under the revolving loan facility. Loans bear interest equal to (a) the greater of 1% above the bank's prime rate, 2% above a certificate of deposit rate or 1.5% in excess of a federal funds rate or (b) 3% above the LIBOR rate for periods selected by the Company. A commitment fee of 1/4 of 1% is payable on the unused portion of the bank's commitment. The loan is secured primarily by the Company's accounts receivable and the Company's continental United States assets. The loan agreement requires the Company to maintain a minimum net worth of $17,500,000 in fiscal 1996 and $20,000,000 thereafter, current ratio of 1.25 through fiscal 1997 and 1.50 thereafter and debt service ratio of 1.35 and maximum ratio of debt to equity of 1.0, all as defined, limits capital expenditures generally to $3,500,000 per annum and lease obligations to $400,000 per annum (excluding rentals for the Company's Dominican Republic facilities and the Company's equipment lease with PRC Leasing, Inc.). In addition, the Company may not incur a consolidated net loss for any two fiscal quarters in any four -10- consecutive quarters and may not pay cash dividends or repurchase capital stock without the consent of the bank. 7) EQUIPMENT FINANCING In January, 1996 a subsidiary of the Company entered into an equipment financing agreement with Chem Lease World Wide, Inc., leasing company for $3,500,000 covering new equipment to be purchased in 1996 and equipment previously delivered and installed in 1995 ("1995 items"). In January 1996, the leasing company funded approximately $1,841,000 of the 1995 items under this agreement with lease terms of five and seven years. This agreement is guaranteed by the Company and its subsidiaries. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS: The following discussion and analysis should be read in conjunction with the foregoing financial statements and notes thereto. RESULTS OF OPERATIONS Net sales for the second quarter of fiscal 1996 increased 5.4% to $11,241,000 from $10,661,000 reported during the second quarter of fiscal 1995 and 17% above sales of $9,600,000 reported during the first quarter of fiscal 1996 primarily as a result of increased sales of the Company's core overvoltage protector and network interface products to its telephone company customers, including to a large degree those customers that decreased their inventory levels during the first quarter in anticipation of the delivery of newly -11- released products developed pursuant to the Company's agreement with Access Network Technologies ("ANT"). The improvement in sales during the second quarter offset to a large degree the decrease in sales during the first quarter so that net sales for the first six months of fiscal 1996 was only 1.3% below the first half of fiscal 1995 (to $20,841,000 from $21,117,000). This decline in sales was primarily the result of certain customers decreasing inventory levels of certain TII products during the Company's first quarter of fiscal 1996. The Company does not anticipate, at this time, any other customers reducing inventory levels. Limited shipments of these products have begun; however, volume sales continue to be delayed as TII and ANT gear-up their production facilities as well as their marketing and sales organizations. While the Company believes that delays in volume shipments of the ANT Agreement products will continue for the remainder of fiscal year 1996, the Company continues to expect net sales for fiscal 1996 to exceed fiscal 1995 levels. Principally as a result of the delays in the volume shipments of the ANT products, inventory increased to $15,134,000 during the second quarter of fiscal 1996, from $12,278,000 at June 30, 1995. Cost of sales, as a percentage of sales, increased for the second quarter and first six months of fiscal 1996 (72.3% and 72.8%, respectively) as compared to the second quarter and first six months of fiscal 1995 (70.2% and 70.2%, respectively) principally due to the Company not being able to pass on increases in raw materials and other manufacturing costs to customers on a similar mix of products shipped during these periods. The Company expects fiscal 1996 cost -12- of sales levels to remain at relatively the same percentage of sales for the remainder of the fiscal year. Selling, general and administrative expenses decreased in dollar amounts for the second quarter and first six months of fiscal 1996 ($1,394,000 and $2,887,000, respectively) as compared to the second quarter and first six months of fiscal 1995 ($1,777,000 and $3,487,000, respectively) principally due to reductions in many of the items of this category throughout the Company. Research and development expenses increased in dollar amounts for the second quarter and first six months of fiscal 1996 ($762,000 and $1,387,000, respectively) as compared to the second quarter and first six months of fiscal 1995 ($640,000 and $1,345,000, respectively) due to the development expenses associated with the ANT Agreement projects, as well as other new products, exclusive of the ANT Agreement, being developed by the Company for the telecommunications industry. Interest expense increased slightly during the second quarter of fiscal 1996 ($14,000) as compared to the second quarter of fiscal 1995 due to increased borrowings against the Company's line of credit. These borrowings were principally the result of increased inventory levels resulting primarily from the delay in the volume shipments of the ANT product and the decline in sales resulting from the customer's decrease in inventory levels. Interest expense -13- decreased by $112,000 during the first six months of fiscal 1996 as compared to the first six months of fiscal 1995 due principally to decreased borrowings during the period. Other income, (net), was $87,000 in the second quarter of fiscal 1996 compared to a net expense of $20,000 during the comparable period in fiscal 1995, and a net income of $112,000 in the first six months of fiscal 1996 compared to a net expense of $24,000 during the first six months of fiscal 1995. The improvements were primarily due to an increase in funds available for investment resulting from exercises, primarily during the fourth quarter of fiscal 1995 and first quarter of fiscal 1996, of Warrants issued in an August 1992 private placement. As a result of the foregoing, the Company's net profit increased during the second quarter and first six months of fiscal 1996 to $895,000 and $1,334,000, respectively, from $607,000 and $1,143,000, respectively, reported during the second quarter and first six months of fiscal 1995. -14- LIQUIDITY AND CAPITAL RESOURCES Key factors in the Company's financial position were: As Of December 29 June 30, 1995 1995 (Dollars in Thousands) Working capital $18,444 $15,947 Current ratio 4.11 3.44 Total debt to equity ratio .23 .37 During the first six months of fiscal 1996, cash was provided principally by the Company's net profit, $1,334,000; depreciation and amortization, $857,000; an increase in receivables, $140,000; and the proceeds from Common Stock Purchase Warrants and Unit Purchase Options exercised (see below), $5,488,000. These sources and existing cash were used to support the increase of inventories ($2,956,000), for capital expenditures ($1,013,000), the paydown of the Company's revolving credit facility ($1,834,000) and the redemption of all outstanding Series A Cumulative Convertible Redeemable Preferred Stock at their liquidation value and redemption amount ($2,763,000). During the prior fiscal year ended June 30, 1995, Common Stock Purchase Warrants and Unit Purchase Options issued in the 1992 private placement were exercised for 1,582,000 shares of Common Stock. Net proceeds to the Company from such exercises aggregated approximately $7,100,000. During the six months ended December 29, 1995, the remaining Common Stock Purchase Warrants and Unit Purchase -15- Options were exercised for 1,130,000 shares of Common Stock and the Company received additional net proceeds of approximately $5,488,000. Funds anticipated to be generated from operations, together with available cash and marketable securities and borrowings available under the Company's Revolving Credit Agreement, are considered to be adequate to finance the Company's operational and capital needs for the foreseeable future. -16- PART II OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Company's 1995 Annual Meeting of Shareholders held on December 6, 1995, stockholders: 1. Re-elected C. Bruce Barksdale, Joseph C. Hogan and William G. Sharwell to serve as Class I directors until the 1998 Annual Meeting of Stockholders and until their respective successors are elected and qualified. The following is the vote received by each director, Messrs. C. Bruce Barksdale, Joseph C. Hogan and William G. Sharwell: Authority To For Vote Withheld ----- --------------- C. Bruce Barksdale 6,208,901 39,517 Joseph C. Hogan 6,206,951 41,467 William G. Sharwell 6,206,955 41,463 2. Approved the Company's 1995 Stock Option Plan. For Against Abstain Broker Non-Votes ----- ------- ------- ---------------- 3,619,315 1,297,124 127,887 1,204,092 3. Approved amendments to the Company's 1994 Non-Employee Director Stock Option Plan by the following vote: For Against Abstain Broker Non-Votes ----- ------- ------- ---------------- 4,133,091 850,276 134,809 1,130,242 4. Ratified the selection by the Board of Directors of Arthur Andersen LLP as the Company's independent public accountants for the fiscal year ending June 28, 1996 by the following vote: For Against Abstain Broker Non-Votes ----- ------- ------- ---------------- 6,225,824 20,097 2,497 0 -17- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 11. Statement Re: Computation of Per Share Earnings (b) Reports on Form 8-K No Reports on Form 8-K were filed during the quarter ended December 29, 1995. -18- 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. TII INDUSTRIES, INC. (Registrant) /s/ John T. Hyland, Jr. ------------------------------ Date: February __, 1996 John T. Hyland, Jr. Vice President, Treasurer and Chief Financial Officer -19- EX-11 2 TII IND.& SUBSIDIARIES - PER SHARE EARNINGS EXHIBIT 11 Page 1 of 2
TII INDUSTRIES, INC AND SUBSIDIARIES COMPUTATION OF PER SHARE EARNINGS Three Months Six Months Ended Ended December 29, 1995 December 29, 1995 ---------------- ---------------- PRIMARY EARNINGS PER SHARE Weighted Average of Common Stock Beginning of period (shares) Common Stock outstanding 7,021,000 5,479,000 Class B Common Stock -- 370,000 ---------------- ---------------- 7,021,000 5,849,000 Issuance of common stock 45,000 1,007,000 ---------------- ---------------- 7,066,000 6,856,000 Common Stock Equivalents Options and warrants 703,000 831,000 Preferred Stock Preferred Stock, Series A convertible at $6.25 -- 159,000 ---------------- ---------------- 7,769,000 7,846,000 ================ ================ Primary Earnings Per Share Computation Net profit $895,000 $1,334,000 ================ ================ Adjusted Net profit / weighted average of common stock $895,000/7,769,000 and $1,334,000/7,846,000 $0.12 $0.17 ================ ================ Memo: Market price at end of period $8.88 $8.88 ================ ================ Average market price for the period $8.11 $8.28 ================ ================
EXHIBIT 11 page 2 of 2
TII INDUSTRIES, INC AND SUBSIDIARIES COMPUTATION OF PER SHARE EARNINGS Three Months Six Months Ended Ended December 29, 1995 December 29, 1995 ---------------- ---------------- FULLY DILUTED EARNINGS PER SHARE Weighted average of Common Stock outstanding 7,066,000 6,856,000 Incremental shares from options and warrants * 810,000 884,000 Preferred stock conversion -- 159,000 OPIC loan 300,000 300,000 ---------------- ---------------- 8,176,000 8,199,000 ================ ================ Fully Diluted Earnings Per Share Computation Net profit $914,000 $1,372,000 ================ ================ Adjusted net profit (loss) / weighted average of common stock $912,000/8,176,000 and $1,372,000/8,199,000 $0.11 $0.17 ================ ================
EX-27 3 FDS -- TII INDUSTRIES 2ND QTR. 10-Q
5 0000277928 TII INDUSTRIES, INC. 6-MOS JUN-28-1996 JUL-01-1995 DEC-29-1995 211 2,038 6,283 0 15,134 24,381 31,561 (21,159) 36,338 5,937 0 0 0 71 29,421 36,338 20,841 20,841 15,164 4,274 (112) 0 181 1,334 0 1,334 0 0 0 1,334 .17 .17
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