-----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, TTzU6Wykih9B6itMyzpyrolT6l0mKYn500zYAU2rGx8iZVwzyY6iLkCLicO7UXIp v/BEFLxERX44vm1KZoz/8Q== 0000950117-97-001298.txt : 19970812 0000950117-97-001298.hdr.sgml : 19970812 ACCESSION NUMBER: 0000950117-97-001298 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970628 FILED AS OF DATE: 19970811 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAI TECHNOLOGIES INC CENTRAL INDEX KEY: 0000072575 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 111798773 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-03704 FILM NUMBER: 97655856 BUSINESS ADDRESS: STREET 1: 282 NEW YORK AVE CITY: HUNTINGTON STATE: NY ZIP: 11743 BUSINESS PHONE: 3037765674 MAIL ADDRESS: STREET 1: 282 NEW YORK AVE CITY: NEW YORK STATE: NY ZIP: 11743 FORMER COMPANY: FORMER CONFORMED NAME: NORTH ATLANTIC INDUSTRIES INC DATE OF NAME CHANGE: 19920703 10-Q 1 NAI TECHNOLOGIES, INC. 10-Q (CONFORMED COPY) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - --- EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 1997 OR - --- 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 0-3704 NAI TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) New York 11-1798773 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 282 New York Avenue, Huntington, NY 11743 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (516) 271-5685 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 --- --- As of July 25, 1997, 9,116,177 shares of NAI Technologies, Inc.'s $.10 par value Common Stock were outstanding. Page 1 of 14 Pages NAI TECHNOLOGIES, INC. ---------------------- INDEX ----- PAGE Facing Sheet 1 Index 2 PART I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets - 3 June 28, 1997 and December 31, 1996 Consolidated Statements of Operations - 4 Three months ended June 28, 1997 and June 29, 1996 Consolidated Statements of Operations - 5 Six months ended June 28, 1997 and June 29, 1996 Consolidated Statements of Cash Flows - 6 Six months ended June 28, 1997 and June 29, 1996 Other Financial Information 7 Item 2. Management's Discussion and Analysis of 8-12 Financial Condition and Results of Operations PART II. Other Information Item 6. Exhibits and Reports on Form 8-K 13 Signatures 14 -2- PART I - FINANCIAL INFORMATION Item 1. Financial Statements NAI TECHNOLOGIES, INC. AND SUBSIDIARIES Consolidated Balance Sheets (in thousands) - -------------------------------------------------------------------------------- . June 28, Dec. 31, 1997 1996 (Audited) - -------------------------------------------------------------------------------- ASSETS Current Assets: Cash and cash equivalents $ 1,116 $2,727 Accounts receivable, net 10,863 12,693 Inventories, net 10,338 10,270 Deferred tax asset 169 173 Other current assets 723 597 - -------------------------------------------------------------------------------- Total current assets 23,209 26,460 - -------------------------------------------------------------------------------- Property, plant and equipment, net 3,314 3,523 Excess of cost over fair value of assets acquired, net 9,389 9,707 Other assets 1,484 1,681 - -------------------------------------------------------------------------------- Total assets $37,396 $41,371 ================================================================================ LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable $ 5,803 $ 6,907 Current installments of long-term debt 129 158 Accrued payroll and commissions 205 680 Other accrued expenses 2,150 3,894 Income taxes payable 1,019 580 - -------------------------------------------------------------------------------- Total current liabilities 9,306 12,219 - -------------------------------------------------------------------------------- Long-term debt 10,316 12,224 Other accrued expenses 803 912 Deferred income taxes 36 36 - -------------------------------------------------------------------------------- Total liabilities 20,461 25,391 - -------------------------------------------------------------------------------- Shareholders' Equity: Capital Stock: Preferred stock, no par value, 2,000,000 shares authorized and unissued - - Common stock, $.10 par value, 25,000,000 shares authorized; shares issued: 9,104,017 in 1997 and 9,016,937 in 1996 910 902 Capital in excess of par value 19,365 19,217 Foreign currency translation adjustment 232 313 Retained earnings (3,572) (4,452) - -------------------------------------------------------------------------------- Total shareholders' equity 16,935 15,980 - -------------------------------------------------------------------------------- Total liabilities and shareholders' equity $37,396 $41,371 ================================================================================ -3- NAI TECHNOLOGIES, INC. AND SUBSIDIARIES Consolidated Statements of Operations (in thousands except per share amounts) (Unaudited) - -------------------------------------------------------------------------------- For the Three Months Ended -------------------------- June 28, June 29, 1997 1996 - -------------------------------------------------------------------------------- Net sales $14,112 $17,354 - -------------------------------------------------------------------------------- Cost of sales 10,357 13,804 - -------------------------------------------------------------------------------- Gross margin 3,755 3,550 - -------------------------------------------------------------------------------- Selling expense 988 1,002 General and administrative expense 1,089 1,140 Research and development 368 505 Other 150 (636) - -------------------------------------------------------------------------------- Total expenses, net 2,595 2,011 - -------------------------------------------------------------------------------- Operating income 1,160 1,539 - -------------------------------------------------------------------------------- Non-operating income (expense): Other - 15 Interest income 18 46 Amortization of deferred debt costs (76) (170) Interest expense (377) (609) - -------------------------------------------------------------------------------- (435) (718) - -------------------------------------------------------------------------------- Earnings before income taxes 725 821 Provision for income taxes 224 6 - -------------------------------------------------------------------------------- Net earnings $ 501 $ 815 ================================================================================ Earnings per common share $ 0.05 $ 0.10 ================================================================================ Average shares outstanding 10,391 8,513 ================================================================================ -4- NAI TECHNOLOGIES, INC. AND SUBSIDIARIES Consolidated Statements of Operations (in thousands except per share amounts) (Unaudited) - -------------------------------------------------------------------------------- For the Six Months Ended ------------------------ June 28, June 29, 1997 1996 - -------------------------------------------------------------------------------- Net sales $27,174 $33,857 - -------------------------------------------------------------------------------- Cost of sales 19,770 27,042 - -------------------------------------------------------------------------------- Gross margin 7,404 6,815 - -------------------------------------------------------------------------------- Selling expense 1,998 2,116 General and administrative expense 2,159 2,510 Research and development 792 872 Other 278 (472) - -------------------------------------------------------------------------------- Total expenses, net 5,227 5,026 - -------------------------------------------------------------------------------- Operating income 2,177 1,789 - -------------------------------------------------------------------------------- Non-operating income (expense): Other - 15 Interest income 32 101 Amortization of deferred debt costs (180) (225) Interest expense (778) (1,174) - -------------------------------------------------------------------------------- (926) (1,283) - -------------------------------------------------------------------------------- Earnings before income taxes 1,251 506 Provision for income taxes 371 141 - -------------------------------------------------------------------------------- Net earnings $ 880 $ 365 ================================================================================ Earnings per common share $ 0.09 $ 0.05 ================================================================================ Average shares outstanding 10,295 7,988 ================================================================================ -5- NAI TECHNOLOGIES, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (in thousands) (Unaudited) - -------------------------------------------------------------------------------- For the Six Months Ended ------------------------ June 28, June 29, 1997 1996 --------------------- Cash Flows from Operating Activities: Net earnings $ 880 $ 365 Adjustments to reconcile net earnings to cash provided by operating activities: Depreciation and amortization 1,038 1,290 Gain on disposal of property, plant and equipment (7) (790) Provision for inventory obsolescence 164 207 Loss on sale of notes receivable - 89 Change in operating assets and liabilities, excluding effects from acquisitions, dispositions and foreign currency adjustments: Accounts receivable 1,830 (1,296) Inventories (232) (2,492) Accounts payable and other accrued expenses (3,432) (4,117) Income taxes 443 139 Other, net (119) (829) - -------------------------------------------------------------------------------- Net cash flow provided by (used in) operating activities 565 (7,434) - -------------------------------------------------------------------------------- Cash Flows from Investing Activities: Purchase of property, plant and equipment (276) (325) Proceeds from sale of property, plant and equipment 19 1,363 - -------------------------------------------------------------------------------- Net cash used in (provided by) investing activities (257) 1,038 Cash Flows from Financing Activities: Issuances of notes payable 69 590 Issuance of 12% Convertible Notes - 5,842 Payments of notes payable (69) (53) Payments of long-term debt (1,973) (2,601) Receipts of notes receivable - 1,101 Proceeds from exercise of stock options and stock purchase plan 126 - - -------------------------------------------------------------------------------- Net cash used in (provided by) financing activities (1,847) 4,879 - -------------------------------------------------------------------------------- Effect of foreign currency exchange rates on cash (72) 7 - -------------------------------------------------------------------------------- Net decrease in cash and cash equivalents (1,611) (1,510) Cash and cash equivalents at beginning of year 2,727 2,605 - -------------------------------------------------------------------------------- Cash and cash equivalents at end of period $1,116 $1,095 ================================================================================ Supplemental disclosure of cash flow information: Cash paid for: Interest $ 728 $ 1,057 Income taxes $ 8 $ 3 Conversion of 12% Notes into common stock $ 30 $ 2,000 ================================================================================ -6- OTHER FINANCIAL INFORMATION UNAUDITED FINANCIAL STATEMENTS - ------------------------------ The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the SEC. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. The consolidated statements of operations for the six months ended June 28, 1997 are not necessarily indicative of the results to be expected for the full year. These unaudited financial statements should be read in conjunction with the audited financial statements and accompanying notes included in the Company's 1996 Annual Report on Form 10-K for the year ended December 31, 1996. INVENTORIES - ----------- Inventories are summarized by major classification as follows: - ------------------------------------------------------------------------------- June 28, Dec. 31, 1997 1996 (Audited) - -------------------------------------------------------------------------------- (In thousands of dollars) Raw materials and components $9,188 $ 8,567 Work-in-process 2,265 3,010 Finished goods 1,300 1,204 Allowance for obsolescence (2,415) (2,403) Unliquidated progress payments -- (108) - -------------------------------------------------------------------------------- Inventories, net $10,338 $10,270 ================================================================================ -7- Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations - --------------------- Second Quarter 1997 Compared with Second Quarter 1996 - ----------------------------------------------------- The nature of the Company's business is such that year to year changes in sales levels are predominantly due to changes in shipping volume or product mix rather than changing sales prices. Net sales for the second quarter of 1997 were $14.1 million, a 19% decline when compared with $17.4 million for the same period in 1996. The following chart provides the sales breakdown by subsidiary: In thousands of dollars 1997 1996 % Change - -------------------------------------------------------------------------------- Electronic Systems Segment Codar Technology, Inc. $4,301 $ 8,487 (49%) NAI Systems Division 3,991 3,451 16% Lynwood Scientific Dev. Ltd. 4,693 3,438 37% Inter-company (176) (151) ------------------------------------ Total Electronic Systems Segment 12,809 15,225 (16%) Telecommunications Segment Wilcom, Inc. 1,303 2,129 (39%) ------------------------------------ Total Telecommunications Segment 1,303 2,129 (39%) ------------------------------------ TOTAL $14,112 $17,354 (19%) ==================================== Sales in the Electronic Systems segment (net of intercompany eliminations) decreased 16% to $12.8 million from $15.2 million for the same period in 1996. Sales increases of 37% at Lynwood Scientific Development Ltd. and 16% at NAI Systems Division were more than offset by a 49% sales decline at Codar. The sales decline at Codar is attributable to several factors, most notably a decline in Codar's rate of booking new orders. Codar considers the bookings decline to be temporary and attributes it to delays in anticipated awards. However, it must be noted that until the bookings rate does increase, Codar will continue to report less than optimum operating results. The Company recently reduced its ongoing operating expenses at Codar to mitigate the adverse impact of the potentially lower sales. Codar is in the process of rebuilding its internal sales and marketing resources. Codar's 1996 sales levels were favorably impacted by delays in shipments from prior years. The quarter on quarter sales increases at Systems Division and Lynwood are representative of the increased levels of business at both companies. In recent years the Company has reduced its dependency on the United States defense budget by expanding its non-military business operations. However, the Company still expects approximately 30% of 1997 sales to be directly to the U.S. Military or through prime contractors to the military. The Company is not aware of any programs in which it participates that are specifically targeted for termination or curtailment. The Company's products are utilized on many different U.S. Government programs, which reduces the adverse impact of canceling a single specific program. However, changes in future U.S. defense spending levels could impact the Company's future sales volume. Sales in the Telecommunications segment decreased 39% to $1.3 million as compared to $2.1 million for the same period in 1996. The decrease in sales was attributable to reduced orders as well as delays in the introduction and qualification of the Company's enhanced TurboAmp product line. The new TurboAmp products became available in late June and are now being tested by -8- several prospective customers. The Company is exploring all avenues to increase its business level and has recently added additional sales resources in the Telecommunications segment. The gross margin percentage for the second quarter 1997 was 26.6%, well above the 20.5% in the comparable quarter of 1996. The following chart provides the gross margin percentage by subsidiary. 1997 1996 - -------------------------------------------------------------------------------- Codar Technology, Inc. 11.9% 12.4% NAI Systems Division 29.2% 18.8% Lynwood Scientific Development Ltd. 33.6% 31.9% Wilcom, Inc. 38.3% 35.3% The relatively flat margins at Codar despite the 49% decline in revenues are attributable to significant cost reduction efforts at the Company, as well as an emphasis in competing for higher margin work. The higher gross margin percentage at NAI Systems Division is attributable to increased shipping volumes and a more favorable mix of development, production and mature product sales. Selling expense for the second quarter of 1997 and 1996 was relatively unchanged at $1.0 million for both periods. General and administrative expenses for the second quarter 1997 and 1996 were relatively unchanged at $1.1 million for both periods. Company-sponsored research and development expenditures for the second quarter of 1997 were $0.37 million as compared with $0.51 million for the same period in 1996, a decline of 27%. The Company expects that the current level of the internal research and development expenditures will be relatively constant for the remainder of 1997. For the second quarter of 1997, the Company had operating income of $1.2 million as compared with operating income of $1.5 million for the same period in 1996. However, it should be noted that the 1996 operating income included a gain of $0.75 million from the sale of the Systems Integration Division. Interest expense and amortization of deferred debt costs, net of interest income, was $0.4 million for the second quarter of 1997 as compared with $0.7 million for the same period in 1996. The Company accrued income tax expense of $0.224 million in the second quarter of 1997, which equates to an effective tax rate of 31%. The entire tax expense pertains to the Company's Lynwood subsidiary located in the U.K. Lynwood's earnings are taxed in the U.K. and, while the Company has a U.S. net operating loss carry-forward, it is required to pay taxes in the U.K. The Company is unable to recognize the entire future tax benefit associated with its U.S. operating loss carry-forwards due to uncertainties as to whether or not a future benefit will be realized. For the second quarter of 1997 the Company recorded net earnings of $0.501 million as compared with $0.815 million in the first quarter of 1996. Net earnings per share was $0.05 per share as compared with $0.10 per share for the same period in 1996, based on a weighted average of 10.4 million and 8.5 million shares outstanding, respectively. The 1996 gain from the sale of the Systems Integration Division contributed $0.753 million or $0.09 per share to the 1996 financial results. -9- First Half 1997 Compared with First Half 1996 The nature of the Company's business is such that year to year changes in sales levels are predominantly due to changes in shipping volume or product mix rather than changing sales prices. Net sales for the first half of 1997 were $27.2 million, a 20% decline when compared with $33.9 million for the same period in 1996. The following chart provides the sales breakdown by segment and subsidiary for the first six months: In thousands of dollars 1997 1996 % Change - -------------------------------------------------------------------------------- Electronic Systems Segment Codar Technology, Inc. $8,234 $16,678 (51%) NAI Systems Division 8,372 6,530 28% Lynwood Scientific Dev. Ltd. 8,753 6,658 31% Inter-company (532) (260) ---------------------------------------- Total Electronic Systems Segment 24,827 29,606 (16%) Telecommunications Segment Wilcom, Inc. 2,347 4,251 (45%) ---------------------------------------- Total Telecommunications Segment 2,347 4,251 (45%) ---------------------------------------- TOTAL $27,174 $33,857 (20%) ======================================== Sales in the Electronic Systems segment (net of inter-company elimination) declined 16% to $24.8 million from $29.6 million for the same period in 1996. Sales increases of 31% at Lynwood Scientific Development Ltd. and 28% at NAI Systems Division were more than offset by a 51% sales decline at Codar. The sales decline at Codar is attributable to several factors, most notably a decline in Codar's rate of booking new orders. Codar considers the bookings decline to be temporary and attributes it to delays in anticipated awards. However, it must be noted that until the bookings rate does increase, Codar will continue to report less than optimum operating results. The Company recently reduced its ongoing operating expenses at Codar to mitigate the adverse impact of the potentially lower sales. Codar is in the process of rebuilding its internal sales and marketing resources. Codar's 1996 sales levels were favorably impacted by delays in shipments from prior years. The sales increases at Systems Division and Lynwood are representative of the increased levels of business at both companies. In recent years the Company has reduced its dependency on the United States defense budget by expanding its non-military business operations. However, the Company still expects approximately 30% of 1997 sales to be directly to the U.S. military or through prime contractors to the military. The Company is not aware of any programs in which it participates that are specifically targeted for termination or curtailment. The Company's products are utilized on many different U.S. Government programs, which reduces the adverse impact of canceling a single specific program. However, changes in future U.S. defense spending levels could impact the Company's future sales volume. Sales in the Telecommunications segment declined 45% to $2.3 million as compared to $4.3 million for the same period in 1996. The decrease in sales was attributable to reduced orders as well as delays in introduction and qualification of the Company's enhanced TurboAmp product line. The new TurboAmp products became available in late June and are now being tested by several prospective customers. The Company is exploring all avenues to increase its business level and has recently added additional sales resources in the Telecommunications segment. -10- The gross margin percentage for the first half of 1997 was 27.3% as compared with 20.1% for the same period in 1996. The following chart provides the gross margin percentage by subsidiary. 1997 1996 - -------------------------------------------------------------------------------- Codar Technology, Inc. 13.8% 10.7% NAI Systems Division 28.3% 19.7% Lynwood Scientific Dev. Ltd. 35.1% 32.9% Wilcom, Inc. 35.3% 33.5% The margin improvement at Codar despite the decline in sales is attributable to cost reduction efforts implemented in 1996. Codar's 1996 first-half operating performance was adversely impacted by several large contracts for which the gross margins were -0-. The higher gross margin percentage at NAI Systems Division is attributable to increased shipping volumes and a more favorable mix of development, production and mature product sales. Selling expense for the first half of 1997 was $2.0 million as compared with $2.1 million for the same period in 1996. General and administrative expenses for the first half of 1997 were $2.2 million as compared with $2.5 million for the same period in 1996. The decline is attributable to the Company's continuing goal of reducing its operating expenses. Company-sponsored research and development expenditures for the first half of 1997 were $0.8 million as compared with $0.9 million for the same period in 1996. The Company expects that the level of the first half 1997 IR&D expenditures will be relatively constant for the remainder of the year. For the first half of 1997, the Company had operating income of $2.2 million as compared with $1.8 million for the same period in 1996. The first half results were favorably impacted by the recognition of a gain of approximately $0.753 million from the sale of the Systems Integration Division in June 1996. Interest expense, net of interest income, was $0.9 million for the first half of 1997 as compared with $1.3 million for the same period in 1996. The Company accrued an income tax expense of $0.4 million. The entire tax expense pertains to the Company's Lynwood subsidiary located in the U.K. Lynwood's earnings are taxed in the U.K. and, while the Company has a U.S. net operating loss carry-forward, Lynwood is required to pay taxes in the U.K. The Company is unable to recognize the entire tax benefit associated with its U.S. net operating loss carry-forward due to uncertainties as to whether or not a future benefit will be realized. Once the Company returns to sustained profitability, the benefits of such a tax loss carry-forward will be recognized. For the first half of 1997 the Company had a net profit of $0.9 million as compared with $0.4 million in the first half of 1996. Earnings per share were $0.09 as compared with $0.05 for the same period in 1996, based on a weighted average of 10.3 million and 8.0 million shares outstanding, respectively. The 1996 gain from the sale of the Systems Integration Division contributed $0.753 million or $0.09 per share to the first-half 1996 financial results. -11- Liquidity and Capital Resources - ------------------------------- Cash and cash equivalents totaled $1.1 million at June 28, 1997, as compared to $2.7 million at December 31, 1996. Cash provided by operating activities amounted to $0.6 million in the first half of 1997, as compared to cash used by operating activities of $7.4 million in the comparable period of 1996. The 1996 period saw a large outflow of funds to the Company's vendors which had been delayed pending completion of the Company's sale of 12% Convertible Notes. During the first half of 1997, the Company reduced outstanding bank debt by $1.9 million bringing the total amount outstanding to $5.6 million at quarter end. The Company has made payments totaling $3.9 million in excess of requirements and has the right to borrow such amount back if needed. During the first half of 1997, $43,500 of 12% Convertible Notes were converted into 21,750 shares. At June 28, 1997 $5,183,500 of the 12% Convertible Notes were outstanding. The Company believes that it has adequate cash and borrowing capabilities in place to fund future working capital needs. Inflation - --------- The Company's financial statements are prepared in accordance with historical accounting systems, and therefore do not reflect the effect of inflation. The impact of changing prices on the financial statements is not considered to be significant. This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current plans and expectations of NAI Technologies and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include, among others, changes in government purchasing policies and budget constraints, competition, the continuity of booking trends, the absence of supply interruptions, new products' market acceptance and warranty performance. -12- PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K a) Exhibits 11 - Statement re: Computation of Per Share Earnings 27 - Financial Data Schedule (Edgar Filing only) b) Reports on Form 8-K None. -13- S I G N A T U R E S ------------------- 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. NAI TECHNOLOGIES, INC. (Registrant) DATE August 11, 1997 By: \s\Richard A. Schneider --------------------- --------------------------------- Richard A. Schneider Executive Vice President (On behalf of the registrant and as Principal Financial Officer) -14- EX-11 2 EXHIBIT 11 Exhibit 11 NAI TECHNOLOGIES, INC. AND SUBSIDIARIES (In thousands)
- --------------------------------------------------------------------------------------------------- Three Months Ended June 28, June 29, 1997 1996 - --------------------------------------------------------------------------------------------------- Net Income (loss) $501 $815 Average shares of common stock outstanding during the period 9,075 8,031 Incremental shares from assumed exercise of stock options, stock warrants & employee stock purchase plan (primary) 1,316 482 Total shares used to calculate PEPS * 10,391 8,513 ------- ------- Primary earnings per share $0.05 $0.10 ======= ======= Net Income (loss) 501 815 Interest on Convertible Debt (Net of Taxes) 157 217 Amortization of OID (Net of Taxes) 32 35 Amortization of Deferred Debt Expense (Net of Taxes) 77 170 ------- ------- Adjusted Net Income 767 1,237 ======= ======= Average shares of common stock outstanding during the period 9,075 8,031 Incremental shares from assumed exercise of stock options, stock warrants & employee stock purchase plan (fully diluted) 1,316 870 Dilution from Convertible Debt 2,591 3,171 Total shares used to calculate FDEPS * 12,982 12,072 ------- ------- Fully Diluted earnings per share $0.06 $0.10 ======= =======
* Per APB 15, when a net loss is reported, exercise or conversion is not to be assumed. ================================================================================ Exhibit 11 NAI TECHNOLOGIES, INC. AND SUBSIDIARIES (In thousands)
- --------------------------------------------------------------------------------------------------- Six months ended June 28, June 29, 1997 1996 - --------------------------------------------------------------------------------------------------- Net Income (loss) $880 $365 Average shares of common stock outstanding during the period 9,052 7,747 Incremental shares from assumed exercise of stock options, stock warrants & employee stock purchase plan (primary) 1,243 241 Total shares used to calculate PEPS * 10,295 7,988 ------- ------- Primary earnings per share $0.09 $0.05 ======= ======= Net Income (loss) 880 365 Interest on Convertible Debt (Net of Taxes) 308 363 Amortization of OID (Net of Taxes) 76 61 Amortization of Deferred Debt Expense (Net of Taxes) 180 225 ------- ------- Adjusted Net Income 1,444 1,014 ======= ======= Average shares of common stock outstanding during the period 9,052 7,747 Incremental shares from assumed exercise of stock options, stock warrants & employee stock purchase plan (primary) 1,336 436 Dilution from Convertible Debt 2,592 3,171 Total shares used to calculate FDEPS * 12,980 11,354 ------- ------- Fully Diluted earnings per share $0.11 $0.09 ======= =======
* Per APB 15, when a net loss is reported, exercise or conversion is not to be assumed. ================================================================================ -2- EX-27 3 EXHIBIT 27
5 1,000 6-MOS DEC-31-1997 JUN-28-1997 1,116 0 10,863 0 10,338 23,209 10,960 (7,646) 37,396 9,306 5,184 910 0 0 16,025 37,396 27,174 27,174 19,770 24,997 0 0 778 1,251 371 880 0 0 0 880 0.09 0
-----END PRIVACY-ENHANCED MESSAGE-----