TII NETWORK TECHNOLOGIES, INC. | ||||
(Exact Name of Registrant as Specified in Charter) | ||||
DELAWARE | ||||
(State of Incorporation) |
66-0328885 | 001-08048 | |||
(Commission File No.) | (IRS Employer Identification No.) |
141 Rodeo Drive, Edgewood, New York | 11717 | |||
(Address of Principal Executive Offices) | (Zip Code) | |||
(631) 789-5000 | ||||
(Registrant's telephone number, including area code) | ||||
Not Applicable | ||||
(Former Name or Former Address, if Changed Since Last Report) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
TII NETWORK TECHNOLOGIES, INC | |||||
Date: August 15, 2011
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By:
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/s/ Kenneth A. Paladino | |||
Kenneth A. Paladino
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President and Principal Executive Officer
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exposure to increases in the cost of our products, including increases in the cost of our petroleum-based plastic products and precious and semi-precious metals;
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general economic and business conditions, especially as they pertain to the telecommunications industry;
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potential changes in customers’ spending and purchasing policies and practices, which are effected by customers’ internal budgetary allotments that have been, and may continue to be, impacted by the current economic climate;
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pressures from customers to reduce pricing without achieving a commensurate reduction in costs;
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our ability to market and sell products to new markets beyond our principal copper-based telephone operating company (“Telco”) market which has been declining over the last several years, due principally to the impact of alternate technologies;
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our ability to timely develop products and adapt our products to address technological changes, including changes in our principal market;
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the ability of our contract manufacturer to obtain raw materials and components used in manufacturing our products;
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competition in our principal market and new markets into which we have been seeking to expand;
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our dependence on, and ability to retain, our “as-ordered” general supply agreements with certain of our principal customers and our ability to win new contracts;
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our dependence on third parties for certain product development;
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our dependence on products and product components from our China and Mexico contract manufacturer, including on-time delivery that could be interrupted as a result of third party labor disputes, political factors or shipping disruptions, quality control and exposure to changes in costs, including wages, and changes in the valuation of the Chinese Yuan and Mexican Peso;
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weather and similar conditions, including the effect of typhoons or hurricanes on our contract manufacturer’s facilities in China and Mexico, which can disrupt production;
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the effect of hurricanes in the United States which can affect the demand for our products and the effect of harsh winter conditions in the United States which can temporarily disrupt the installation of certain of our products by Telcos;
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our ability to attract and retain technologically qualified personnel; and
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the availability of financing on satisfactory terms.
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our ability to successfully complete the integration of our recently acquired businesses, including their products, sales forces and employees into our business;
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our ability to retain the general supply agreements of the acquired Porta Copper Products Division with two significant customers;
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our ability to penetrate the markets and customers of the acquired products with our products, and to penetrate our existing markets with the recently acquired products;
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our ability to execute our plans with our contract manufacturer to improve gross margins of the products of the acquired Porta Copper Products Division;
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the stability of the Pound Sterling and Mexican Peso relative to the U.S. dollar exchange rate.
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TII NETWORK TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(in thousands, except share and per share data)
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Three months ended
June 30,
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Six months ended
June 30,
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2011
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2010
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2011
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2010
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Net sales
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$ | 13,576 | $ | 10,345 | $ | 28,552 | $ | 18,088 | ||||||||
Cost of sales
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8,780 | 6,682 | 19,173 | 11,234 | ||||||||||||
Gross profit
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4,796 | 3,663 | 9,379 | 6,854 | ||||||||||||
Operating expenses:
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Selling, general and administrative
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2,803 | 2,853 | 5,452 | 4,902 | ||||||||||||
Research and development
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627 | 487 | 1,290 | 872 | ||||||||||||
Total operating expenses
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3,430 | 3,340 | 6,742 | 5,774 | ||||||||||||
Operating income
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1,366 | 323 | 2,637 | 1,080 | ||||||||||||
Foreign currency transaction loss
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(33 | ) | - | (91 | ) | - | ||||||||||
Interest expense
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(14 | ) | - | (14 | ) | - | ||||||||||
Interest income
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- | 3 | - | 9 | ||||||||||||
Income before income taxes
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1,319 | 326 | 2,532 | 1,089 | ||||||||||||
Income tax provision
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491 | 134 | 914 | 434 | ||||||||||||
Net income
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$ | 828 | $ | 192 | $ | 1,618 | $ | 655 | ||||||||
Foreign currency translation adjustment
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- | 79 | 49 | 79 | ||||||||||||
Comprehensive income
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$ | 828 | $ | 271 | $ | 1,667 | $ | 734 | ||||||||
Net income per common share:
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Basic
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$ | 0.06 | $ | 0.01 | $ | 0.12 | $ | 0.05 | ||||||||
Diluted
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$ | 0.06 | $ | 0.01 | $ | 0.11 | $ | 0.05 | ||||||||
Weighted average common shares outstanding:
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Basic
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13,833 | 13,677 | 13,804 | 13,636 | ||||||||||||
Diluted
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14,800 | 14,316 | 14,913 | 14,149 | ||||||||||||
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June 30,
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December 31,
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2011
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2010
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(unaudited)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$ | 1,294 | $ | 1,635 | ||||
Accounts receivable, net of allowance of $160 at
June 30, 2011 and $149 at December 31, 2010
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9,567 | 8,269 | ||||||
Other receivable
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- | 396 | ||||||
Inventories, net
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18,940 | 15,737 | ||||||
Deferred tax assets, net
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1,934 | 2,091 | ||||||
Other current assets
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881 | 463 | ||||||
Total current assets
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32,616 | 28,591 | ||||||
Property, plant and equipment, net
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9,279 | 9,350 | ||||||
Deferred tax assets, net
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5,774 | 6,460 | ||||||
Intangible assets, net
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2,845 | 2,822 | ||||||
Goodwill
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4,611 | 4,102 | ||||||
Other assets
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47 | 49 | ||||||
Total assets
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$ | 55,172 | $ | 51,374 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities:
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Accounts payable
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$ | 7,137 | $ | 8,697 | ||||
Accrued liabilities
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1,968 | 1,690 | ||||||
Credit facility debt
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3,000 | - | ||||||
Total current liabilities and total liabilities
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12,105 | 10,387 | ||||||
Commitments and contingencies
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Stockholders' equity:
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Preferred stock, par value $1.00 per share; 1,000,000 shares authorized;
no shares issued
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- | - | ||||||
Common stock, par value $.01 per share; 30,000,000 shares authorized;
14,637,249 shares issued and 14,619,612 shares outstanding as of
June 30, 2011, and 14,601,322 shares issued and 14,583,685 shares outstanding
as of December 31, 2010
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147 | 146 | ||||||
Additional paid-in capital
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44,224 | 43,812 | ||||||
Accumulated deficit
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(1,219 | ) | (2,837 | ) | ||||
Accumulated other comprehensive income - foreign currency translation
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196 | 147 | ||||||
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43,348 | 41,268 | ||||||
Less: Treasury shares, at cost, 17,637 common shares at June 30, 2011 and December 31, 2010
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(281 | ) | (281 | ) | ||||
Total stockholders' equity
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43,067 | 40,987 | ||||||
Total liabilities and stockholders' equity
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$ | 55,172 | $ | 51,374 | ||||
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