TII INDUSTRIES INC
10-Q, 1997-05-07
SWITCHGEAR & SWITCHBOARD APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q



                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 28, 1997

Commission file number 1-8048



                              TII INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)



State of incorporation: Delaware      IRS Employer Identification No: 66-0328885




                   1385 Akron Street, Copiague, New York 11726
              ----------------------------------------------------
              (Address and zip code of principal executive office)


                                 (516) 789-5000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


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 [_]



The  number  of  shares  of the  registrant's  Common  Stock,  $.01  par  value,
outstanding as of April 30, 1997 was 7,430,836.





<PAGE>

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                     TII INDUSTRIES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)

                                                           March 28,    June 28,
                                                           --------    --------
                                                              1997        1996
                                  ASSETS                  (unaudited)
Current Assets
 Cash and cash equivalents                                 $  1,206    $  2,883
 Marketable securities available for sale                     3,787       5,999
 Receivables                                                  7,044       7,084
 Inventories                                                 16,008      14,032
 Prepaid expenses                                               649         388
                                                           --------    --------
     Total current assets                                    28,694      30,386
                                                           --------    --------
Fixed Assets
 Property, plant and equipment                               36,378      33,018
 Less: Accumulated depreciation and amortization            (23,320)    (22,029)
                                                           --------    --------
     Net fixed assets                                        13,058      10,989
                                                           --------    --------

Other Assets                                                  1,541       1,448
                                                           --------    --------

          TOTAL ASSETS                                     $ 43,293    $ 42,823
                                                           ========    ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
 Current portion of long-term debt and obligations
   under capital leases                                    $    536    $    363
 Accounts payable                                             5,728       5,185
 Accrued liabilities                                          1,341       1,037
                                                           --------    --------
     Total  current liabilities                               7,605       6,585
                                                           --------    --------

Long-Term Debt                                                  843         853
Long-Term Obligations Under Capital Leases                    1,612       1,523
                                                           --------    --------
Shareholders' Equity
 Preferred Stock, par value $1.00 per share;
  1,000,000 authorized and  issuable in series;
  none issued                                                  --   
 Common Stock, par value $.01 per share;
  30,000,000 shares authorized; 7,448,473 and
  7,446,975 shares issued at March 28, 1997
  and June 28, 1996, respectively                                75          75
 Warrants outstanding                                           159         120
 Capital in excess of par value                              29,052      29,046
 Retained earnings                                            4,187       4,855
 Valuation adjustment to record marketable
  securities available for sale at fair value                    41          47
                                                           --------    --------
                                                             33,514      34,143

 Less - Treasury stock, at cost; 17,637 common shares          (281)       (281)
                                                           --------    --------
     Total shareholders' equity                              33,233      33,862

          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $ 43,293    $ 42,823
                                                           ========    ========


                 See notes to consolidated financial statements


                                       -2-

<PAGE>

                     TII INDUSTRIES, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
                 (Dollars in Thousands, except per share data)

<TABLE>
<CAPTION>
                                                Three Months Ended       Nine Months Ended
                                                      March                   March
                                               28, 1997    29, 1996    28, 1997    29, 1996
                                               --------    --------    --------    --------
<S>                                            <C>         <C>         <C>         <C>     
Net sales                                      $ 12,535    $ 12,136    $ 37,532    $ 32,977
Cost of sales                                    12,178       7,946      30,638      23,110
                                               --------    --------    --------    --------

     Gross profit                                   357       4,190       6,894       9,867
                                               --------    --------    --------    --------

Operating expenses
  Selling, general and administrative             1,906       1,568       5,261       4,455
  Research and development                          842         770       2,362       2,157
                                               --------    --------    --------    --------
     Total operating expenses                     2,748       2,338       7,623       6,612

     Operating (loss) income                     (2,391)      1,852        (729)      3,255

Interest expense                                    (60)       (112)       (229)       (293)
Interest income                                      54          53         324         152
Other income (expense)                               41         (12)         41           1
                                               --------    --------    --------    --------

     (Loss) income before provision for 
        income taxes                             (2,356)      1,781        (593)      3,115

Provision for income taxes                          (31)       --            75        --
                                               --------    --------    --------    --------

     Net (loss) income                         $ (2,325)   $  1,781    $   (668)   $  3,115
                                               ========    ========    ========    ========


Net (loss) income per share - primary          $   (.31)   $    .23    $   (.09)   $    .40
                                               ========    ========    ========    ========

Weighted average number of common and
  common equivalent shares outstanding            7,431       7,893       7,430       7,861
                                               ========    ========    ========    ========

Net (loss) income per share - fully diluted    $   (.31)   $    .22    $   (.09)   $    .39
                                               ========    ========    ========    ========

Weighted average number of common
  and common equivalent shares outstanding        7,431       8,193       7,430       8,197
                                               ========    ========    ========    ========
</TABLE>

                 See notes to consolidated financial statements


                                       -3-

<PAGE>

                     TII INDUSTRIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
              FOR THE NINE MONTHS ENDED MARCH 28, 1997 (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                    Valuation
                                                                                    Adjustment
                                                                                    to record
                                                                                    Marketable
                                                           Capital                  Securities
                                                           in excess                available for
                                  Common     Warrants      of par       Retained    sale at          Treasury
                                  Stock      Outstanding   value        Earnings    fair value       Stock
                                 -------      -------      -------      -------       -------       -------
<S>                              <C>          <C>          <C>          <C>           <C>           <C>     
BALANCE, June 28, 1996           $    75      $   120      $29,046      $ 4,855       $    47       $  (281)
                                                                                                  
Exercise of stock options           --           --              6         --            --            --
                                                                                                  
Warrants issued for financial                                                                     
 advisory services                  --             39         --           --            --            --
                                                                                                  
Unrealized loss on marketable                                                                     
 securities available for sale      --           --           --           --              (6)         --
                                                                                                  
Net loss for the nine months                                                                      
 ended March 28, 1997               --           --           --           (668)         --            --
                                 -------      -------      -------      -------       -------       -------
BALANCE, March 28, 1997          $    75      $   159      $29,052      $ 4,187       $    41       $  (281)
                                 =======      =======      =======      =======       =======       =======
                                                                                               
</TABLE>

                 See notes to consolidated financial statements

                                       -4-

<PAGE>

                     TII INDUSTRIES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
    FOR THE NINE MONTHS ENDED MARCH 28, 1997 AND MARCH 29, 1996 (unaudited)
                             (Dollars in Thousands)
<TABLE>
<CAPTION>

                                                                       1997        1996
                                                                     --------    --------
<S>                                                                  <C>         <C>      
Cash Flows from Operating Activities:
  Net (loss) income                                                  $   (668)   $  3,115
  Adjustments to reconcile net (loss) income to net
     cash used in operating activities:
     Depreciation and amortization                                      1,292       1,265
     Provision for inventory reserve, net                               2,798        --
     Amortization of other assets, net                                     45         251
     Changes in assets and liabilities
        Decrease (increase) in receivables                                 40      (1,471)
        Increase in inventories                                        (4,774)     (1,749)
        (Increase) decrease in prepaid expenses and other assets         (399)         67
        Increase (decrease) in accounts payable and accrued
          liabilities                                                     885      (2,396)
                                                                     --------    --------
            Net cash used in operating activities                        (781)       (918)
                                                                     --------    --------

Cash Flows from Investing Activities:
  Capital expenditures                                                 (2,827)     (1,379)
  Purchases of marketable securities                                   (8,552)     (3,419)
  Sales and maturities of marketable securities                        10,759         228
                                                                     --------    --------
            Net cash used in investing activities                        (620)     (4,570)
                                                                     --------    --------

Cash Flows from Financing Activities:
  Proceeds from exercise of options and warrants                            6       7,670
  Payment of long-term debt and obligations under capital leases         (282)     (1,886)
  Proceeds from issuance of long-term debt                               --         1,840
  Redemption of Preferred Stock                                          --        (2,763)
                                                                     --------    --------
            Net cash (used in) provided by financing activities          (276)      4,861
                                                                     --------    --------

            Net decrease in cash and cash equivalents                  (1,677)       (627)

Cash and Cash Equivalents, at beginning of period                       2,883       1,152
                                                                     --------    --------

Cash and Cash Equivalents, at end of period                          $  1,206    $    525
                                                                     ========    ========


Supplemental Disclosure of Non-cash Transactions:
  Capital leases entered into                                        $    533    $     32
                                                                     ========    ========

  Cash paid during the period for:
     Income taxes                                                    $     42    $   --
                                                                     ========    ========
     Interest                                                        $    181    $    112
                                                                     ========    ========
</TABLE>

                 See notes to consolidated financial statements

                                       -5-
<PAGE>



                      TII INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 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 March 28, 1997 and results of operations for the three and
nine months ended March 28, 1997 and March 29, 1996.  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 28,  1996.  The
results of operations for the three and nine months ended March 28, 1997 are not
necessarily  indicative  of the results  that may be expected  for the full year
ending June 27, 1997.


NOTE 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 that 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. In February 1997, the Financial Accounting Standards Board ("FASB")
issued  Statement of Financial  Accounting  Standards  128  "Earnings Per Share"
("SFAS 128").  SFAS 128 modifies the  methodology  of  calculating  earnings per
share and is  effective  for periods  after  December 15,  1997.  The  Company's
management  does not expect SFAS 128 to have a material  effect on the Company's
earnings per share.


NOTE 3 - INVENTORIES

Inventories, net of reserves, consisted of the following components:


                                              March 28,1996     June 28, 1996
                                              -------------     -------------
Raw materials                                  $ 5,290,000       $ 4,939,000
Work in process                                  5,551,000         4,879,000
Finished goods                                   5,167,000         4,214,000
                                               -----------       -----------

                                               $16,008,000       $14,032,000



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 consolidated financial statements and notes thereto.

RESULTS OF OPERATIONS

Sales  increased  $1.3 million (11%) and $5.4 million (17%) in the third quarter
and first  three  quarters of fiscal  1997,  respectively,  over the  comparable
periods of 1996 after  eliminating  $875,000  of revenue  received  in the third
quarter of fiscal 1996 from AT&T Corporation relating to a contract that expired
in the third quarter of fiscal 1996. The Company  experienced  growth in each of
its station protector, network interface device and fiber optic product lines.


                                      -6-


<PAGE>

During  the  third  quarter  of  fiscal  year  1997,  the  Company  initiated  a
restructuring   of  its   operations  in  order  to  reduce  costs  and  enhance
profitability.  This  restructuring  will include the  reduction  of  personnel,
moving certain  production  processes to lower cost areas,  outsourcing  certain
manufacturing  steps,  realigning the sales and marketing forces and ceasing the
sale of lower margin  products.  This plan  resulted in one time charges of $3.0
million,  which  consists of an  inventory  reserve,  severance  related  costs,
reserves for the impaired value of property  plant and  equipment,  and costs to
close or move production  processes.  Of the $3.0 million  restructuring charge,
$2.9  million was  charged to cost of sales.  Cost of sales as a  percentage  of
sales  increased to 97.2%  (74.0%  before the  non-recurring  charges) and 81.6%
(73.9% before the non-recurring charges) in the third quarter and the first nine
months of fiscal 1997 from 65.5% (70.6% after  excluding AT&T contract  revenue)
and 70.1% (72.0% after excluding AT&T contract revenue) in the third quarter and
the first nine months of 1996, respectively.

Selling, general and administrative expenses for the third quarter and the first
three  quarters of fiscal  1997,  increased  $338,000 or 22% and $806,000 or 18%
from the prior year periods,  respectively.  The  restructuring  described above
resulted in a one time charge to selling, general and administrative expenses of
$50,000,   which  consisted  of  severance  related  costs,  and  administrative
expenditures  relating to the  execution of the  restructuring.  The  additional
increase resulted  primarily from costs associated with the Company's efforts to
penetrate new markets.

Research and development  expenses increased 9% and 10% in the third quarter and
first nine months of fiscal 1997, respectively. $50,000 of the increase resulted
from a one time charge relating to the cost reduction  program  mentioned above.
The remaining  increase was due to the Company's  continuing  development of new
products for the telecommunications industry.

Interest  expense  declined by $52,000 and $64,000 in the third  quarter and the
first  three  quarters  of  fiscal  1997,  respectively,   from  the  respective
comparable periods in fiscal 1996. Last year's amounts included the amortization
of debt origination costs that were fully amortized as of September 1996.

Interest  income  increased by $1,000 over the prior year's third quarter and by
$172,000  over  last  year's  first  three  quarters  due to the  investment  of
additional  funds,  which  arose  primarily  from the  exercise  of options  and
warrants, as well as from funds generated from the Company's operations.

The Company  accrued a credit for the quarter and a provision for the first nine
months of fiscal 1997 for certain state and local income taxes. Fiscal year 1996
did not contain such a provision,  as the  Company's  net  operating  loss carry
forwards were then available to apply against such taxes.

As a result of the  above,  net loss for the third  quarter  and the first  nine
months of fiscal year 1997 equaled  $2,325,000 or $.31 per share and $668,000 or
$.09 per share  (fully  diluted),  respectively,  as  compared  to net income of
$1,781,000 or $.22 per share and $3,115,000 or $.39 per share (fully diluted) in
the year  earlier  periods.  The results for both fiscal 1997  reported  periods
include one time charges aggregating to $3,000,000 or $.38 per share.

LIQUIDITY AND CAPITAL RESOURCES

During  the  first  nine  months of fiscal  1997,  $781,000  of cash was used in
operations, primarily to fund the net loss of $668,000. The balance of cash used
funded,  principally,  increases in  inventories  (approximately  $4,774,000  or
$1,976,000 net of $2,798,000 of reserve  established)  and prepaid  expenses and
other assets  ($399,000)  offset,  in part, by cash provided by depreciation and
amortization  ($1,292,000)  and an  increase  in  accounts  payable  and accrued
liabilities ($885,000).

Cash of $620,000  was used in  investing  activities  for  capital  expenditures
($2,827,000)  offset, in part, by $2,207,000 of matured investments in excess of
amounts reinvested.  Financing  activities used $276,000 of cash for the payment
of  $282,000  of long term debt and  obligations  under  capital  lease,  offset
slightly by proceeds from the exercise of options.


                                      -7-


<PAGE>

As a result of the one time restructuring charges of $3 million, the Company was
not in  compliance  with  the  Debt  Service  Ratio  covenant  contained  in its
Revolving Credit Agreement. Presently, there is no loan amount outstanding under
this line of credit.  The Company has  received a waiver of this  non-compliance
and an amendment  to the  covenant to  eliminate  the effects of such charges on
compliance with such covenant in future quarters.

Funds anticipated to be generated from operations, together with available cash,
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.


PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)     Exhibits

         4.       Fourth  Amendment  dated May 2, 1997 to the  Revolving  Credit
                  Agreement among TII International,  Inc., TII Industries, Inc.
                  and Chase Manhattan Bank
         11.      Statement Re: Computation of Per Share Earnings
         27.      EDGAR financial data schedule


(b)     Reports on Form 8-K

        No Reports on Form 8-K were filed  during the  quarter  ended  March 28,
1997.


                                   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.


Date: May 7, 1997                            /s/ Paul G. Sebetic
                                             -------------------
                                             Paul G. Sebetic
                                             Vice President-Finance and Chief
                                             Financial Officer










                                       -8-




                                FOURTH  AMENDMENT  AND WAIVER dated as of May 2,
                                1997  to the  Revolving  Credit  Loan  Agreement
                                dated  January 31, 1995, as amended by the FIRST
                                AMENDMENT dated as of August 3, 1995, the SECOND
                                AMENDMENT  AND WAIVER  dated as of November  10,
                                1995,  and  AMENDMENT OF  REVOLVING  CREDIT LOAN
                                AGREEMENT  dated  December  27,  1995 (the "Loan
                                Agreement")  among TII  INTERNATIONAL,  INC.,  a
                                Delaware  corporation  with  offices  located at
                                1385 Akron Street Copiague,  New York 11726 (the
                                "Borrower"),  TII  INDUSTRIES,  INC., a Delaware
                                corporation  with  offices at 1385 Akron  Street
                                Copiague,  New York 11726 ("Industries") and THE
                                CHASE MANHATTAN BANK (formerly known as Chemical
                                Bank), a New York State banking corporation with
                                offices at 395 North  Service  Road,  Suite 302,
                                Melville, New York 11747 (the "Bank").


WHEREAS,  the Borrower and  Industries  have  requested and the Bank has agreed,
subject to the terms and  conditions  of this FOURTH  AMENDMENT  AND WAIVER,  to
amend and waive  compliance  with certain  provisions  of the Loan  Agreement to
reflect the requests herein set forth;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as follows:


1.      Waiver of Article VII.  Negative  Covenants.  Section 7.17. Debt Service
                  --------------------------------------------------------------
        Ratio.
        ------

        Compliance  with Section 7.17 of the Loan Agreement is hereby waived for
        the fiscal  quarter ended March 28,1997 to permit the Debt Service Ratio
        to be less than 1.35 to 1.0, provided,  however, that Industries and its
        Subsidiaries  did not incur a net loss in excess of  $2,326,000  for the
        fiscal  quarter ended March 28, 1997 and provided  further that such net
        loss arose as a result of a "one-time" charge in an amount not to exceed
        $3,000,000 for such fiscal period (the "1996 Extraordinary Charge").

2.      Amendment to Article VII. Negative Covenants. Section 7.17. Debt Service
                     -----------------------------------------------------------
        Ratio.
        ------

        Section  7.17 of the Loan  Agreement  is hereby  amended  by adding  the
        following immediately at the end of such section:

        "The 1996  Extraordinary  Charge in the amount up to $3,000,000  for the
        fiscal  quarter  ended  March  28,  1997  shall  be  excluded  from  the
        calculation of the Debt Service Ratio for the fiscal quarters ended June
        29, 1997, September 30, 1997 and December 31, 1997."

This FOURTH  AMENDMENT  AND WAIVER shall be construed and enforced in accordance
with the laws of the State of New York.

All capitalized  terms not otherwise defined herein are used with the respective
meanings given to such terms in the Loan Agreement.

Except as expressly waived or amended hereby, the Loan Agreement shall remain in
full force and effect in accordance with the original terms thereof. This FOURTH
AMENDMENT AND WAIVER herein contained is limited specifically to the matters set
forth above and does not constitute directly or by implication


<PAGE>


                                       -2-

a waiver  or  amendment  of any other  provision  of the Loan  Agreement  or any
default which may occur or may have occurred under the Loan Agreement.

The Company and  Industries  hereby  represent  and warrant  that,  after giving
effect to this  FOURTH  AMENDMENT  AND  WAIVER,  no Event of  Default or default
exists under the Loan Agreement or any other related documents.

This FOURTH  AMENDMENT AND WAIVER may be executed in any number of counterparts,
each of  which  shall  constitute  an  original  but all of  which,  when  taken
together,  shall  constitute  but one FOURTH  AMENDMENT AND WAIVER.  This FOURTH
AMENDMENT  AND  WAIVER  shall  become  effective  when (i) the Bank  shall  have
received a certificate of the chief financial  officer  detailing the $3,000,000
one time charge for the fiscal quarter ended March 28, 1997 and the breakdown of
accounting  entries  used to reflect the charge on the balance  sheet and income
statement of Industries and its Subsidiaries and (ii) duly executed counterparts
hereof which,  when taken  together,  bear the signatures of each of the parties
hereto shall have been delivered to the Bank.

IN WITNESS  WHEREOF,  the Borrower,  Industries  and the Bank caused this FOURTH
AMENDMENT AND WAIVER to be duly executed by their duly  authorized  officers all
as of the day and year first above written.

                                    TII INTERNATIONAL, INC.


                                    By: /s/ Paul Sebetic
                                       -----------------------------
                                       Name:    Paul Sebetic
                                       Title:   

                                    TII INDUSTRIES, INC.


                                    By: /s/ Paul Sebetic
                                       -----------------------------
                                       Name:    Paul Sebetic
                                       Title:

                                    THE CHASE MANHATTAN BANK


                                    By: /s/ Christopher Zimmerman
                                       -----------------------------
                                       Name:   Christopher Zimmerman
                                       Title:  Vice President




<PAGE>


                                       -3-

                                     CONSENT

The  undersigned,  as Guarantors of the obligations of TII  International,  Inc.
hereby consent to the execution and delivery by TII International,  Inc. and TII
Industries,  Inc. of this FOURTH  AMENDMENT  AND WAIVER and hereby  confirm that
they  remain  fully  bound by the  terms of the Joint and  Several  Guaranty  of
Payment dated January 31, 1995 to which they are a party.



TII INDUSTRIES, INC.                               TII CORPORATION

                                                   By: /s/ Paul Sebetic
                                                       --------------------
By: /s/ Paul Sebetic                                   Name:  Paul Sebetic
   --------------------                                Title: VP - Finance
Name:  Paul Sebetic
Title:  VP - Finance



TII INDUSTRIES NC, INC.                          TELECOMMUNICATIONS INDUSTRIES,
                                                 INC.

By: /s/ Paul Sebetic
   --------------------
Name:  Paul Sebetic                              By: /s/ Paul Sebetic
Title: VP - Finance                                --------------------
                                                 Name:    Paul Sebetic
                                                 Title:   VP - Finance
                                                 

                                                 TII DOMINICANA, INC.


                                                 By: /s/ Paul Sebetic
                                                     --------------------
                                                 Name:    Paul Sebetic
                                                 Title:   VP - Finance


                                                 TII ELECTRONICS, INC.


                                                 By: /s/ Paul Sebetic
                                                     --------------------
                                                 Name:    Paul Sebetic
                                                 Title:   VP - Finance



                                                 DITEL,  INC.


                                                 By: /s/ Paul Sebetic
                                                     --------------------
                                                 Name:    Paul Sebetic
                                                 Title:   VP - Finance





                     TII INDUSTRIES, INC. AND SUBSIDIARIES
                 EXHIBIT 11 - COMPUTATION OF PER SHARE EARNINGS

<TABLE>
<CAPTION>
                                                     Three Months Ended             Nine Months Ended
                                                           March                         March
                                                  28, 1997       29, 1996       28, 1997       29, 1996
                                                -----------    -----------    -----------    -----------
<S>                                             <C>            <C>            <C>            <C>        
PRIMARY EARNINGS PER SHARE

Shares used in computing earnings per share:
   Weighted average number of shares of
     common stock outstanding                     7,431,000      7,307,000      7,430,000      6,636,000
   Weighted average number of shares of
     class B common stock outstanding                  --             --             --          370,000
   Weighted average number of shares of
     Series A preferred stock outstanding              --             --             --          106,000
   Incremental shares attributed to common
     stock equivalents - options and warrants          --          586,000           --          749,000
                                                -----------    -----------    -----------    -----------

                                                  7,431,000      7,893,000      7,430,000      7,861,000
                                                ===========    ===========    ===========    ===========

Earnings:
   Net (loss) income                            ($2,325,000)    $1,781,000    ($  668,000)   $ 3,115,000
   Add:  Interest expense reduction                    --             --             --             --
                                                -----------    -----------    -----------    -----------

                                                ($2,325,000)    $1,781,000    ($  668,000)   $ 3,115,000
                                                ===========    ===========    ===========    ===========


Earnings per common and common equivalent
 share                                          ($     0.31)   $      0.23    ($     0.09)   $      0.40
                                                ===========    ===========    ===========    ===========


FULLY DILUTED EARNINGS PER SHARE

Shares used in computing earnings per share:
   Weighted average number of shares
    outstanding                                   7,431,000      7,307,000      7,430,000      6,636,000
   Weighted average number of shares of
     class B common stock outstanding                  --             --             --          370,000
   Weighted average number of shares of
     Series A preferred stock outstanding              --             --             --          106,000
   Incremental shares attributed to common
     stock equivalents - options and warrants          --          586,000           --          785,000
   OPIC loan                                           --          300,000           --          300,000
                                                -----------    -----------    -----------    -----------

                                                  7,431,000      8,193,000      7,430,000      8,197,000
                                                ===========    ===========    ===========    ===========

Earnings:
   Net (loss) income                            ($2,325,000)    $1,781,000    ($  668,000)   $ 3,115,000
   Add:  Interest expense reduction                    --           19,000           --           57,000
                                                -----------    -----------    -----------    -----------

                                                ($2,325,000)    $1,800,000    ($  668,000)   $ 3,172,000
                                                ===========    ===========    ===========    ===========


Earnings per common and common equivalent
  share                                         ($     0.31)   $      0.22    ($     0.09)   $      0.39
                                                ===========    ===========    ===========    ===========

</TABLE>


<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000277928
<NAME>                        TII INDUSTRIES, INC.
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                    9-MOS
<FISCAL-YEAR-END>              JUN-27-1997
<PERIOD-START>                 JUL-01-1996
<PERIOD-END>                   MAR-28-1997
<CASH>                           1,206
<SECURITIES>                     3,787
<RECEIVABLES>                    7,044
<ALLOWANCES>                        55
<INVENTORY>                     16,008
<CURRENT-ASSETS>                28,694
<PP&E>                          36,378
<DEPRECIATION>                  23,320
<TOTAL-ASSETS>                  43,293
<CURRENT-LIABILITIES>            7,605
<BONDS>                              0
                0
                          0
<COMMON>                            75
<OTHER-SE>                      33,158
<TOTAL-LIABILITY-AND-EQUITY>    43,293
<SALES>                         37,532
<TOTAL-REVENUES>                37,532
<CGS>                           30,638
<TOTAL-COSTS>                    7,623
<OTHER-EXPENSES>                     0
<LOSS-PROVISION>                     0
<INTEREST-EXPENSE>                 229
<INCOME-PRETAX>                   (593)
<INCOME-TAX>                        75
<INCOME-CONTINUING>               (668)
<DISCONTINUED>                       0
<EXTRAORDINARY>                      0
<CHANGES>                            0
<NET-INCOME>                      (668)
<EPS-PRIMARY>                    (0.09)
<EPS-DILUTED>                    (0.09)
        


</TABLE>


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