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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A1
Amendment No. 1
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the quarterly period ended September 28, 1996
OR
- --- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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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)
1000 Woodbury Road, Woodbury, New York 80503-7602
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 776-5674
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 November 4, 1996, 9,016,937 shares of NAI Technologies, Inc.'s $.10 par
value Common Stock were outstanding.
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EXPLANATORY NOTE
This Form 10Q/A1 is being filed by NAI Technologies, Inc., a New York
corporation (the "Company"), as an amendment to its Quarterly Report on Form
10-Q for the quarterly period ended September 28, 1996 to make certain
amendments to Part II -- Item 6(a) thereof to reflect the inclusion of exhibits
labeled Exhibit 11 and Exhibit 27.
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Item 6. Exhibits and Reports on Form 8-K
- ------ --------------------------------
a) Exhibits
3(i) Restated Certificate of Incorporation of NAI
Technologies, Inc. filed with the Secretary of State of
the State of New York on August 19, 1991.
3(ii) Certificate of Amendment of the Certificate of
Incorporation of NAI Technologies, Inc. filed with the
Secretary of State of the State of New York on August
7, 1996.
4(i) Indenture, dated as of July 15, 1996, between NAI
Technologies, Inc. and First Trust National
Association, as Trustee.
4(ii) Warrant Agreement, dated as of August 26, 1996, between
NAI Technologies, Inc. and American Stock Transfer &
Trust Company.
10(i) Amendment No. 1 to Employment Agreement, entered into
as of August 8, 1996, between NAI Technologies, Inc.
and Richard A. Schneider.
10(ii) Settlement Agreement and release, entered into as of
August 8, 1996, between NAI Technologies, Inc. and
Richard A. Schneider.
10(iii) 1996 Stock Option Plan.
10(iv) 1993 Stock Option Plan for Directors, as amended.
11 Statement re computation of per share earnings.
27 Financial Data Schedule (EDGAR filing only).
99(i) Form of Note Certificate
99(ii) Form of Warrant certificate
(b) Reports on Form 8-K
None
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S I G N A T U R E S
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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 January 14, 1996 By: \s\ Richard A. Schneider
---------------------- -----------------------------
Richard A. Schneider
Executive Vice President
(On behalf of the registrant and as
Principal Financial Officer)
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Exhibit 11
NAI TECHNOLOGIES, INC. AND SUBSIDIARIES
(in thousands)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Three Months Ended
Sept. 30, Sept. 28,
1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
Net Income (loss) $ 964 ($2,296)
Average shares of common stock outstanding
during the period 8,571 7,459
Incremental shares from assumed exercise of stock
options, stock warrants & employee stock
purchase plan (primary) 429 0
Total shares used to calculate PEPS* 9,000 7,459
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Primary earnings per share $ 0.11 ($ 0.31)
======= =======
Net Income (loss) $ 964 ($2,296)
Interest on Convertible Debt (Net of Taxes) 184 0
Amortization of OID (Net of Taxes) 19 0
Amortization of Deferred Debt Expense (Net of Taxes) 120 0
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Adjusted Net Income $ 1,287 ($2,296)
======= =======
Average shares of common stock outstanding
during the period 8,571 7,459
Incremental shares from assumed exercise of stock
options, stock warrants & employee stock
purchase plan (fully diluted) 561 0
Dilution from Convertible Debt 2,789 0
Total shares used to calculate FDEPS* 11,921 7,459
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Fully Diluted earnings per share $ 0.11 ($ 0.31)
======= =======
</TABLE>
*Per APB 15, when a net loss is reported, exercise or conversion is not to be
assumed.
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Exhibit 11
NAI TECHNOLOGIES, INC. AND SUBSIDIARIES
(in thousands)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Nine Months Ended
Sept. 30, Sept. 28,
1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
Net Income (loss) $1,329 ($9,195)
Average shares of common stock outstanding
during the period 8,022 7,356
Incremental shares from assumed exercise of stock
options, stock warrants & employee stock
purchase plan (primary) 304 0
Total shares used to calculate PEPS* 8,326 7,356
------ -------
Primary earnings per share $ 0.16 ($ 1.25)
====== =======
Net Income (loss) $1,329 ($9,195)
Interest on Convertible Debt (Net of Taxes) 548 0
Amortization of OID (Net of Taxes) 79 0
Amortization of Deferred Debt Expense (Net of Taxes) 345 0
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Adjusted Net Income $ 2,301 ($9,195)
======= =======
Average shares of common stock outstanding
during the period 8,022 7,356
Incremental shares from assumed exercise of stock
options, stock warrants & employee stock
purchase plan (primary) 478 0
Dilution from Convertible Debt 2,789 0
Total shares used to calculate FDEPS* 11,289 7,356
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Fully Diluted earnings per share $ 0.20 ($ 1.25)
======= =======
</TABLE>
*Per APB 15, when a net loss is reported, exercise or conversion is not to be
assumed.
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<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-28-1996
<CASH> 3,217
<SECURITIES> 0
<RECEIVABLES> 11,887
<ALLOWANCES> 0
<INVENTORY> 11,112
<CURRENT-ASSETS> 27,234
<PP&E> 13,090
<DEPRECIATION> (8,326)
<TOTAL-ASSETS> 44,130
<CURRENT-LIABILITIES> 11,668
<BONDS> 0
<COMMON> 884
0
0
<OTHER-SE> 13,520
<TOTAL-LIABILITY-AND-EQUITY> 44,130
<SALES> 51,128
<TOTAL-REVENUES> 51,128
<CGS> 40,512
<TOTAL-COSTS> 47,589
<OTHER-EXPENSES> (15)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,722
<INCOME-PRETAX> 1,601
<INCOME-TAX> 272
<INCOME-CONTINUING> 1,329
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,329
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0
</TABLE>
