TIDEL TECHNOLOGIES INC
10-Q, 2000-08-14
CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS)
Previous: FEDERAL TRUST CORP, 10QSB, EX-27, 2000-08-14
Next: TIDEL TECHNOLOGIES INC, 10-Q, EX-27, 2000-08-14



<PAGE>   1
                       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 30, 2000
                                       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 000-17288

                            TIDEL TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                       75-2193593
 (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                         Identification No.)

                           5847 San Felipe, Suite 900
                              Houston, Texas 77057
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (713) 783-8200

                             ----------------------

         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 requirement for the past 90 days. YES [X] NO [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         The number of shares of Common Stock outstanding as of the close of
business on August 14, 2000 was 17,281,910.


<PAGE>   2



                            TIDEL TECHNOLOGIES, INC.


                                      INDEX


<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                              NUMBER
                                                                                              ------
<S>              <C>                                                                          <C>
PART I.          FINANCIAL INFORMATION

      Item 1.    Financial Statements

                 Consolidated Balance Sheets as of June 30, 2000
                    and September 30, 1999 (unaudited)........................................     1

                 Consolidated Statements of Income for the three
                    months and nine months ended June 30, 2000 and
                    1999 (unaudited)..........................................................     2

                 Consolidated Statements of Comprehensive Income
                    for the three months and nine months ended June 30,
                    2000 and 1999 (unaudited).................................................     3

                 Consolidated Statements of Cash Flows for the nine
                    months ended June 30, 2000 and 1999 (unaudited)...........................     4

                 Notes to Consolidated Financial Statements (unaudited).......................     5

      Item 2.    Management's Discussion and Analysis of Financial
                    Condition and Results of Operations.......................................     6

      Item 3.    Quantitative and Qualitative Disclosures About
                    Market Risks   ...........................................................    10


PART II.         OTHER INFORMATION

      Item 1.    Legal Proceedings  ..........................................................    10

      Item 2.    Changes in Securities........................................................    10

      Item 3.    Defaults Upon Senior Securities..............................................    10

      Item 4.    Submission of Matters to a Vote
                    Of Security Holders.......................................................    10

      Item 5.    Other Information  ..........................................................    10

      Item 6.    Exhibits and Reports on Form 8-K.............................................    11

SIGNATURE.....................................................................................    11
</TABLE>


<PAGE>   3


                    TIDEL TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                  JUNE 30,      SEPTEMBER 30,
                              ASSETS                                2000            1999
                                                                ------------    -------------
<S>                                                             <C>             <C>
Current Assets:
    Cash and cash equivalents                                   $  2,033,598    $   2,423,844
    Trade accounts receivable, net of allowance of
        $733,669 and $566,917, respectively                       23,058,038       15,137,056
    Notes and other receivables                                    1,169,628          897,368
    Inventories                                                   10,480,454        6,128,741
    Prepaid expenses and other                                       980,191          964,290
                                                                ------------    -------------
            Total current assets                                  37,721,909       25,551,299

Investment in 3CI, at market value                                   218,270          261,924

Property, plant and equipment, at cost                             4,595,278        3,912,348
    Accumulated depreciation                                      (2,595,734)      (1,932,575)
                                                                ------------    -------------
        Net property, plant and equipment                          1,999,544        1,979,773

Intangible assets, net of accumulated amortization of
    $1,128,269 and $1,039,364, respectively                          572,804          661,709
Other assets                                                         238,132          241,364
                                                                ------------    -------------
        Total assets                                            $ 40,750,659    $  28,696,069
                                                                ============    =============

               LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
    Current maturities of long-term debt                        $    128,000    $     128,000
    Accounts payable                                               6,800,074        5,285,591
    Accrued liabilities                                            3,237,715        2,114,314
                                                                ------------    -------------
        Total current liabilities                                 10,165,789        7,527,905

Long-term debt                                                     6,456,000        5,246,634
                                                                ------------    -------------
        Total liabilities                                         16,621,789       12,774,539
                                                                ------------    -------------

Commitments and contingencies

Shareholders' Equity:
    Common stock, $.01 par value, authorized 100,000,000
        shares; issued and outstanding 17,151,910 and
        16,067,968 shares, respectively                              171,519          160,680
    Additional paid-in capital                                    15,361,261       14,299,373
    Retained earnings                                              9,945,532        3,149,328
    Stock subscriptions receivable                                        --         (382,063)
    Accumulated other comprehensive loss                          (1,349,442)      (1,305,788)
                                                                ------------    -------------
        Total shareholders' equity                                24,128,870       15,921,530
                                                                ------------    -------------
        Total liabilities and shareholders' equity              $ 40,750,659    $  28,696,069
                                                                ============    =============
</TABLE>



See accompanying notes to consolidated financial statements.


                                       1
<PAGE>   4


                    TIDEL TECHNOLOGIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                           THREE MONTHS ENDED JUNE 30,    NINE MONTHS ENDED JUNE 30,
                                           ---------------------------   ---------------------------
                                               2000           1999           2000           1999
                                           ------------   ------------   ------------   ------------
<S>                                        <C>            <C>            <C>            <C>
Revenues                                   $ 20,264,113   $ 12,380,264   $ 52,708,956   $ 29,727,204
Cost of sales                                12,456,986      8,318,589     32,781,695     19,944,417
                                           ------------   ------------   ------------   ------------
    Gross profit                              7,807,127      4,061,675     19,927,261      9,782,787

Selling, general and administrative           3,069,171      2,374,901      8,295,501      6,116,611
Depreciation and amortization                   345,444        199,054        974,334        540,399
                                           ------------   ------------   ------------   ------------
    Operating income                          4,392,512      1,487,720     10,657,426      3,125,777

Interest expense, net                           126,550        103,672        318,222        303,434
                                           ------------   ------------   ------------   ------------
Income before taxes                           4,265,962      1,384,048     10,339,204      2,822,343

Income tax expense                            1,470,000        425,000      3,543,000        985,000
                                           ------------   ------------   ------------   ------------
Net income                                 $  2,795,962   $    959,048   $  6,796,204   $  1,837,343
                                           ============   ============   ============   ============


Basic earnings per share:
    Net income                             $       0.17   $       0.06   $       0.41   $       0.11
                                           ============   ============   ============   ============
    Weighted average common shares
        outstanding                          16,823,276     16,061,704     16,402,625     15,988,646
                                           ============   ============   ============   ============

Diluted earnings per share:
    Net income                             $       0.15   $       0.06   $       0.37   $       0.11
                                           ============   ============   ============   ============
    Weighted average common and
        dilutive shares outstanding          18,767,060     17,108,680     18,380,196     17,004,001
                                           ============   ============   ============   ============
</TABLE>


See accompanying notes to consolidated financial statements.


                                       2
<PAGE>   5


                    TIDEL TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED JUNE 30,    NINE MONTHS ENDED JUNE 30,
                                          ---------------------------    --------------------------
                                              2000           1999           2000           1999
                                          ------------   ------------    -----------    -----------
<S>                                       <C>            <C>             <C>            <C>
Net income                                $  2,795,962   $    959,048    $ 6,796,204    $ 1,837,343

Other comprehensive income (loss):
     Unrealized loss on
        investment in 3CI                     (174,616)      (130,613)       (43,654)      (436,540)
                                          ------------   ------------    -----------    -----------
Comprehensive income                      $  2,621,346   $    828,435    $ 6,752,550    $ 1,400,803
                                          ============   ============    ===========    ===========
</TABLE>


See accompanying notes to consolidated financial statements.

                                       3
<PAGE>   6


              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (UNAUDITED)



<TABLE>
<CAPTION>
                                                                   NINE MONTHS ENDED JUNE 30,
                                                                   --------------------------
                                                                      2000           1999
                                                                   -----------    -----------
<S>                                                                <C>            <C>
Cash flows from operating activities:
    Net income                                                     $ 6,796,204    $ 1,837,343
    Adjustments to reconcile net income to net cash
      (used in) provided by operating activities:
        Depreciation and amortization                                  974,334        540,399
        Deferred taxes                                                      --        146,379
        Gain on sale of property, plant and equipment                       --         (2,750)
        Changes in assets and liabilities:
            Trade accounts receivable, net                          (7,920,982)    (1,772,626)
            Notes and other receivables                               (272,260)      (107,174)
            Inventories                                             (4,351,713)      (299,727)
            Prepaid expenses and other assets                          (12,669)      (136,088)
            Accounts payable and accrued liabilities                 2,637,884       (135,663)
                                                                   -----------    -----------
        Net cash (used in) provided by operating activities         (2,149,202)        70,093
                                                                   -----------    -----------

Cash flows from investing activities:
    Purchases of property, plant and equipment                        (905,200)      (764,086)
    Proceeds from sale of property, plant and equipment                     --          2,750
    Increase in intangible assets                                           --        (80,320)
                                                                   -----------    -----------
        Net cash used in investing activities                         (905,200)      (841,656)
                                                                   -----------    -----------

Cash flows from financing activities:
    Borrowings of long-term debt                                     1,305,366        540,030
    Repayments of notes payable                                        (96,000)       (96,000)
    Proceeds from exercise of options and warrants                   1,072,727        156,895
    Payments of stock subscriptions receivable                         382,063             --
                                                                   -----------    -----------
        Net cash provided by financing activities                    2,664,156        600,925
                                                                   -----------    -----------
        Net decrease in cash and cash equivalents                     (390,246)      (170,638)

Cash and cash equivalents at beginning of period                     2,423,844      1,400,148
                                                                   -----------    -----------
Cash and cash equivalents at end of period                         $ 2,033,598    $ 1,229,510
                                                                   ===========    ===========

Supplemental disclosure of cash flow information:
    Cash paid for interest                                         $   358,548    $   341,635
                                                                   ===========    ===========
    Cash paid for taxes                                            $ 3,010,100    $   991,268
                                                                   ===========    ===========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>   7


                    TIDEL TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(1)   CONSOLIDATED FINANCIAL STATEMENTS

      The accompanying consolidated balance sheets and related interim
      consolidated statements of operations and cash flows of Tidel
      Technologies, Inc. (the "Company"), a Delaware corporation, are unaudited.
      In the opinion of management, these financial statements include all
      adjustments (consisting only of normal recurring items) necessary for
      their fair presentation in accordance with generally accepted accounting
      principles. Preparing financial statements requires management to make
      estimates and assumptions that affect the reported amounts of assets,
      liabilities, revenues and expenses. Actual results may differ from these
      estimates. Interim results are not necessarily indicative of results for a
      full year. The information included in this Form 10-Q should be read in
      conjunction with the Company's Annual Report on Form 10-K for the year
      ended September 30, 1999.

(2)   INVENTORIES

      Inventories consisted of the following at June 30, 2000 and September 30,
      1999:

<TABLE>
<CAPTION>
                                         June 30,      September 30,
                                           2000            1999
                                       ------------    -------------
<S>                                    <C>             <C>
     Raw materials .................   $  7,726,534    $   5,200,887
     Work in process ...............         26,722           36,749
     Finished goods ................      2,503,646          590,852
     Other .........................        390,552          384,963
                                       ------------    -------------
                                         10,647,454        6,213,451
     Inventory reserve .............       (167,000)         (84,710)
                                       ------------    -------------
                                       $ 10,480,454    $   6,128,741
                                       ============    =============
</TABLE>

(3)   EARNINGS PER SHARE

      Basic earnings per share is computed by dividing the income available to
      common shareholders by the weighted average number of common shares
      outstanding during the period. Diluted earnings per share is computed by
      dividing the income available to common shareholders by the weighted
      average number of common shares and dilutive potential common shares. The
      following is a reconciliation of the numerators and denominators of the
      basic and diluted per-share computations for net income for the three
      months and nine months ended June 30, 2000 and 1999:

<TABLE>
<CAPTION>
                                                                                   Weighted
                                                                                 Average Shares    Per Share
                                                                   Income         Outstanding        Amount
                                                                 ------------    --------------    ----------
<S>                                                              <C>             <C>               <C>
         Three Months Ended June 30, 2000:
         Basic earnings per share.............................   $  2,795,962        16,823,276    $      .17
         Effect of dilutive warrants and options..............             --         1,943,784          (.02)
                                                                 ------------    --------------    ----------
         Diluted earnings per share...........................   $  2,795,962        18,767,060    $      .15
                                                                 ============    ==============    ==========
</TABLE>


                                       5
<PAGE>   8


<TABLE>
<CAPTION>
                                                                              Weighted
                                                                            Average Shares    Per Share
                                                              Income         Outstanding        Amount
                                                            ------------    --------------    ----------
<S>                                                         <C>             <C>               <C>
         Three Months Ended June 30, 1999:
         Basic earnings per share........................   $    959,048        16,061,704    $      .06
         Effect of dilutive warrants and options.........             --         1,046,976            --
                                                            ------------    --------------    ----------
         Diluted earnings per share......................   $    959,048        17,108,680    $      .06
                                                            ============    ==============    ==========

         Nine Months Ended June 30, 2000:
         Basic earnings per share........................   $  6,796,204        16,402,625    $      .41
         Effect of dilutive warrants and options.........             --         1,977,571          (.04)
                                                            ------------    --------------    ----------
         Diluted earnings per share......................   $  6,796,204        18,380,196    $      .37
                                                            ============    ==============    ==========

         Nine Months Ended June 30, 1999:
         Basic earnings per share........................   $  1,837,343        15,988,646    $      .11
         Effect of dilutive warrants and options.........             --         1,015,355            --
                                                            ------------    --------------    ----------
         Diluted earnings per share......................   $  1,837,343        17,004,001    $      .11
                                                            ============    ==============    ==========
</TABLE>

(4)   INVESTMENT IN 3CI

      The Company owns 698,464 shares of common stock of 3CI Complete Compliance
      Corporation ("3CI"), which is carried at market value. In addition, the
      Company owned warrants to purchase 226,939 shares of common stock of 3CI,
      exercisable at $1.50 per share, which expired unexercised in April 2000.

(5)   LITIGATION

      The Company and its subsidiaries are each subject to certain litigation
      and claims arising in the ordinary course of business. In the opinion of
      the management of the Company, the amounts ultimately payable, if any, as
      a result of such litigation and claims will not have a material adverse
      effect on the Company's consolidated financial position, results of
      operations or cash flows.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                              RESULTS OF OPERATIONS

      The Company develops, manufactures, sells and supports automated teller
      machines and related software (the "ATM" products) and electronic cash
      controller safes (the "Timed Access Cash Controller" or "TACC" products).

      PRODUCT REVENUES

      Total revenues increased $7,884,000, or 64%, for the third quarter of
      fiscal 2000 compared to the same quarter of 1999. On a year-to-date basis,
      revenues increased $22,982,000, or 77%, in 2000 when compared to 1999. As
      discussed below, a significant increase in ATM shipments was the principal
      factor in the Company's revenue growth. Revenue by product is detailed in
      the following table:


                                       6
<PAGE>   9


<TABLE>
<CAPTION>
                                                  (Dollars in 000's)
                                ---------------------------------------------------------
                                Three Months Ended June 30,   Nine Months Ended June 30,
                                ---------------------------   ---------------------------
                                    2000           1999           2000           1999
                                ------------   ------------   ------------   ------------
<S>                             <C>            <C>            <C>            <C>
ATM .........................   $     16,799   $      9,735   $     42,814   $     22,278
TACC ........................          1,805          1,808          5,465          4,695
Parts, service and other ....          1,660            837          4,430          2,754
                                ------------   ------------   ------------   ------------
                                $     20,264   $     12,380   $     52,709   $     29,727
                                ============   ============   ============   ============
</TABLE>

      The growth in sales was due to continued strong demand for the Company's
      core Ignition Series ATMs. The Company shipped 3,419 ATMs in the quarter
      ended June 30, 2000, an increase of 77%, from the 1,937 ATMs shipped in
      the comparable period a year ago. For the nine months ended June 30, 2000,
      the Company shipped 8,687 ATMs, an increase of 101%, from the 4,319 ATMs
      shipped in the same period in 1999. Resulting ATM product sales increased
      $7,064,000, or 73%, for the quarter ended June 30, 2000 compared to the
      same period in 1999. On a year-to-date basis, ATM sales increased
      $20,536,000, or 92%, from the same period in 1999.

      TACC product sales were unchanged from the quarter ended June 30, 1999 to
      2000; however, sales increased $770,000, or 16%, on a year-to-date basis.
      These increases were partially due to increased shipments of the new TACC
      IV model.

      Parts, service and other revenues vary with sales of finished goods, and
      have increased accordingly, except for sales of environmental monitoring
      equipment which have declined and are now insignificant.

      GROSS PROFIT, OPERATING EXPENSES AND NON-OPERATING ITEMS

      A comparison of certain operating information is provided in the following
      table:

<TABLE>
<CAPTION>
                                                                (Dollars in 000's)
                                           ---------------------------------------------------------
                                           Three Months Ended June 30,   Nine Months Ended June 30,
                                           ---------------------------   ---------------------------
                                               2000           1999           2000           1999
                                           ------------   ------------   ------------   ------------
<S>                                        <C>            <C>            <C>            <C>
Gross profit ...........................   $      7,807   $      4,062   $     19,927   $      9,783
Selling, general and administrative ....          3,069          2,375          8,296          6,117
Depreciation and amortization ..........            345            199            974            540
Operating income .......................          4,393          1,488         10,657          3,126
Interest expense .......................            127            104            318            304
Income before taxes ....................          4,266          1,384         10,339          2,822
Income taxes ...........................          1,470            425          3,543            985
Net income .............................          2,796            959          6,796          1,837
</TABLE>

      Gross profit on product sales increased $3,745,000, or 92%, from the
      quarter ended June 30, 1999 to the quarter ended June 30, 2000. On a
      year-to-date basis, gross profit increased $10,144,000, or 104%, from 1999
      to 2000. Gross profit as a percentage of sales improved markedly from
      32.8% in the quarter ended June 30, 1999 to 38.5% in the 2000 quarter as a
      result of reductions in the cost of certain raw material components used
      in the ATM product line. On a year-to-date basis, gross margin improved
      from 32.9% in 1999 to 37.8% in 2000.

      Selling, general and administrative expenses for the three months and the
      nine months ended June 30, 2000 were up $694,000 and $2,179,000,
      respectively, from the same periods in 1999. These increases were
      attributable to the addition of engineering personnel in connection with
      the development of new products and the addition of marketing personnel to
      support the expansion of sales into international markets.


                                       7
<PAGE>   10


      Depreciation and amortization increased 73% from $199,000 in the quarter
      ended June 30, 1999 to $345,000 for the same period in 2000. On a
      year-to-date basis, depreciation and amortization expense increased 80%
      from $540,000 in 1999 to $974,000 in 2000. The increases are due to
      additions of property, plant and equipment primarily for the development
      of new products.

      Interest expense increased slightly from 2000 to 1999 due to higher
      average debt outstanding and slightly higher interest rates during the
      period.

      Income taxes approximate the statutory state and federal rates in both
      years.

                         LIQUIDITY AND CAPITAL RESOURCES

      The financial position of the Company continues to improve primarily as a
      result of profitable operations, as reflected in the following key
      indicators as of June 30, 2000 and September 30, 1999:

<TABLE>
<CAPTION>
                                                        (dollars in 000's)
                                                   ---------------------------
                                                   June 30,      September 30,
                                                     2000              1999
                                                   --------      -------------
<S>                                                <C>             <C>
         Working capital....................       $ 27,556        $ 18,023
         Total assets.......................         40,751          28,696
         Shareholders' equity...............         24,129          15,922
</TABLE>

      The improvement in working capital was principally due to increases in
      accounts receivable and inventory during the nine months ended June 30,
      2000.

      The Company has a credit agreement with a bank which provides for a
      $7,000,000 revolving line of credit at the prime rate and a $640,000 term
      loan at 8.4% per annum. The balance outstanding pursuant to the revolving
      line of credit was $6,200,000 at June 30, 2000, and the balance of the
      revolving line of credit of $800,000 was available for future borrowing.
      As of June 30, 2000, the Company was in compliance with all debt
      covenants.

      The Company continues to own 698,464 shares of 3CI common stock subsequent
      to its divestiture of a majority interest in February 1994. Although the
      market value of 3CI common stock has recently declined, the Company does
      not believe that such decline represents a permanent impairment of the
      investment. At present, 680,818 shares are pledged to secure an
      outstanding note payable in the principal amount of $384,000.

      As of June 30, 2000, the Company had outstanding warrants to purchase
      742,500 shares of common stock at exercise prices ranging from $.625 to
      $5.00 per share, which expire at various dates through February 2003, and
      if exercised would generate proceeds to the Company of approximately
      $1,278,000.

      The Company's research and development budget for fiscal 2000 is estimated
      at $3,100,000. The majority of these expenditures are applicable to
      enhancements of the existing product lines and development of new
      automated teller machine products and related software applications.
      During the three months and nine months ended June 30, 2000, research and
      development expenditures were approximately $414,000 and $1,723,000,
      respectively.


                                       8
<PAGE>   11


      With its present capital resources, its continuing earnings, its potential
      capital from the exercise of warrants, and availability from its borrowing
      facility, the Company believes it should have sufficient resources to meet
      its operating needs for the foreseeable future and to provide for debt
      maturities and capital expenditures.

      The Company has never paid dividends on shares of its common stock, and
      does not anticipate paying dividends in the foreseeable future. In
      addition, the Company's wholly owned subsidiary is restricted from paying
      dividends to the Company pursuant to the subsidiary's revolving credit
      agreement with a bank.

      SEASONALITY

      The Company can experience seasonal variances in its operations and
      historically has its lowest dollar volume sales months between November
      and February. The Company's operating results for any particular quarter
      may not be indicative of the results for the future quarter or for the
      year.

      IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

      In June 1998, the FASB issued Statement of Financial Accounting Standards
      No. 133, "Accounting for Derivative Instruments and Hedging Activities"
      ("SFAS 133"). SFAS 133 establishes new accounting and reporting standards
      requiring that all derivative instruments (including certain derivative
      instruments embedded in other contracts) be recorded in the balance sheet
      as either an asset or liability measured at its fair value. SFAS 133
      requires that changes in the derivative's fair value be recognized
      currently in earnings unless specific hedge accounting criteria are met.
      Special accounting for qualifying hedges allows a derivative's gains and
      losses to offset related results on the hedged item in the income
      statement and requires that a company must formally document, designate,
      and assess the effectiveness of transactions that receive hedge
      accounting. SFAS 133, as amended, is effective for all fiscal years
      beginning after June 15, 2000. The Company has determined that SFAS 133
      will not have an impact on its financial position or results of operations
      in the foreseeable future, and plans to adopt this standard effective
      October 1, 2000.

      MAJOR CUSTOMERS AND CREDIT RISKS

      The Company generally retains a security interest in the underlying
      equipment that is sold to customers until it receives payment in full. In
      addition, one major customer has pledged additional collateral to the
      Company. The Company would incur an accounting loss equal to the carrying
      value of the accounts receivable, less any amounts recovered from
      liquidation of collateral, if a customer failed to perform according to
      the terms of the credit arrangements.

      The Company has good relationships with its customers, but there can be no
      assurance that these relationships will continue. The loss of any of the
      Company's major customers, or a substantial portion of these accounts,
      could have a material adverse effect on the Company. Sales to major
      customers were as follows for the three months and nine months ended June
      30, 2000 and 1999:

<TABLE>
<CAPTION>
                                              (Dollars in 000's)
                           ---------------------------------------------------------
                           Three Months Ended June 30,   Nine Months Ended June 30,
                           ---------------------------   ---------------------------
                               2000           1999           2000           1999
                           ------------   ------------   ------------   ------------
<S>                        <C>            <C>            <C>            <C>
Customer A .............   $ 12,786,718   $  4,663,147   $ 31,574,551   $ 10,684,340
Customer B .............        864,533      1,572,220      2,909,139      3,367,272
</TABLE>


                                       9
<PAGE>   12


      Foreign sales accounted for 8% and 6% of the Company's total sales during
      the three months and nine months ended June 30, 2000, respectively,
      compared to 5% and 3% of total sales during the three months and nine
      months ended June 30, 1999, respectively.

      FORWARD-LOOKING STATEMENTS

      This Form 10-Q contains certain forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended, and
      Section 21E of the Securities Exchange Act of 1934, as amended, which are
      intended to be covered by the safe harbors created thereby. Investors are
      cautioned that all forward-looking statements involve risks and
      uncertainty, (including without limitation, the Company's compliance with
      Year 2000 Issues, the Company's future product sales, gross profit,
      selling, general and administrative expense, the Company's financial
      position, working capital and seasonal variances in the Company's
      operations, as well as general market conditions) though the Company
      believes that the assumptions underlying the forward-looking statements
      contained herein are reasonable, any of the assumptions could be
      inaccurate, and therefore, there can be no assurance that the
      forward-looking statements included in this Form 10-Q will prove to be
      accurate. In light of the significant uncertainties inherent in the
      forward-looking statements included herein, the inclusion of such
      information should not be regarded as a representation by the Company or
      any other person that the objectives and plans of the Company will be
      achieved.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
         ABOUT MARKET RISK

      The Company is exposed to changes in interest rates as a result of
      financing through its issuance of variable-rate and fixed-rate debt. If
      market interest rates were to increase 1% in fiscal 2000, however, there
      would be no material impact on the Company's consolidated results of
      operations or financial position.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

      Not applicable.

ITEM 2.  CHANGES IN SECURITIES

      Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

      Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      Not applicable.

ITEM 5.  OTHER INFORMATION

         Not applicable.


                                       10
<PAGE>   13


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      A) EXHIBITS

         27  -  Financial Data Schedule

      B) REPORTS ON FORM 8-K

         The Company filed no Reports on Form 8-K during the quarter ended June
30, 2000.


                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                                     TIDEL TECHNOLOGIES, INC.
                                                     (Registrant)

DATE:  August 14, 2000                            By: /s/ JAMES T. RASH
                                                     --------------------------

                                                     James T. Rash
                                                     Principal Executive
                                                     and Financial Officer



                                       11
<PAGE>   14


                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
 NUMBER             DESCRIPTION
-------             -----------
<S>                 <C>
  27                Financial Data Schedule
</TABLE>




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission