TIDEL TECHNOLOGIES INC
10-Q, 2000-02-14
CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS)
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<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 December 31, 1999

                                       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 January 25, 2000 was 16,250,327.


<PAGE>   2


                            TIDEL TECHNOLOGIES, INC.


                                    I N D E X


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

      Item 1.    Financial Statements

                 Consolidated Balance Sheets as of December 31, 1999
                    and September 30, 1999 (unaudited)........................................     1

                 Consolidated Statements of Operations for the three
                    months ended December 31, 1999 and 1998 (unaudited).......................     2

                 Consolidated Statements of Comprehensive Income
                    for the three months ended December 31, 1999
                    and 1998 (unaudited)......................................................     3

                 Consolidated Statements of Cash Flows for the three
                    months ended December 31, 1999 and 1998
                    (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.............................................    10

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


<PAGE>   3

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



<TABLE>
<CAPTION>
                                                                 DECEMBER 31,      SEPTEMBER 30,
                                                                     1999              1999
                                                                 ------------      -------------
                              ASSETS

<S>                                                              <C>               <C>
Current Assets:
    Cash and cash equivalents                                    $  3,796,083      $  2,423,844
    Trade accounts receivable, net of allowance of
        $591,745 and $566,917, respectively                        12,534,226        15,137,056
    Notes and other receivables                                       935,729           897,368
    Inventories                                                     8,368,175         6,128,741
    Prepaid expenses and other                                        967,633           964,290
                                                                 ------------      ------------
            Total current assets                                   26,601,846        25,551,299

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

Property, plant and equipment, at cost                              4,130,387         3,912,348
    Accumulated depreciation                                       (2,214,802)       (1,932,575)
                                                                 ------------      ------------
        Net property, plant and equipment                           1,915,585         1,979,773

Intangible assets, net of accumulated amortization of
    $1,067,916 and $1,039,364, respectively                           633,157           661,709
Other assets                                                          235,943           241,364
                                                                 ------------      ------------
        Total assets                                             $ 29,648,455      $ 28,696,069
                                                                 ============      ============

               LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
    Current maturities of long-term debt                         $    128,000      $    128,000
    Accounts payable                                                4,626,728         5,285,591
    Accrued liabilities                                             2,201,210         2,114,314
                                                                 ------------      ------------
        Total current liabilities                                   6,955,938         7,527,905

Long-term debt                                                      5,214,634         5,246,634
                                                                 ------------      ------------
        Total liabilities                                          12,170,572        12,774,539
                                                                 ------------      ------------

Commitments and contingencies

Shareholders' Equity:
    Common stock, $.01 par value, authorized 100,000,000
        shares; issued and outstanding 16,175,827 and
        16,067,968 shares, respectively                               161,758           160,680
    Additional paid-in capital                                     14,373,581        14,299,373
    Retained earnings                                               4,630,395         3,149,328
    Stock subscriptions receivable                                   (382,063)         (382,063)
    Accumulated other comprehensive loss                           (1,305,788)       (1,305,788)
                                                                 ------------      ------------
        Total shareholders' equity                                 17,477,883        15,921,530
                                                                 ------------      ------------
        Total liabilities and shareholders' equity               $ 29,648,455      $ 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 DECEMBER 31,
                                                   1999             1998
                                              -------------     -------------

<S>                                            <C>              <C>
Revenues                                       $ 13,782,153     $  7,060,693
Cost of sales                                     8,760,359        4,718,613
                                               ------------     ------------
    Gross profit                                  5,021,794        2,342,080

Selling, general and administrative               2,362,445        1,675,295
Depreciation and amortization                       310,779          162,714
                                               ------------     ------------
    Operating income                              2,348,570          504,071

Interest expense, net                               102,503          103,738
                                               ------------     ------------
Income before taxes                               2,246,067          400,333

Income tax expense                                  765,000          148,000
                                               ------------     ------------
Net income                                     $  1,481,067     $    252,333
                                               ============     ============


Basic earnings per share:
    Net income                                 $       0.09     $       0.02
                                               ============     ============
    Weighted average common shares
        outstanding                              16,097,417       15,898,511
                                               ============     ============

Diluted earnings per share:
    Net income                                 $       0.09     $       0.02
                                               ============     ============
    Weighted average common and
        dilutive shares outstanding              17,368,698       16,676,955
                                               ============     ============
</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 DECEMBER 31,
                                                       1999             1998
                                                  -------------     -------------

<S>                                                <C>              <C>
Net income                                         $  1,481,067     $    252,333

Other comprehensive loss:
     Unrealized loss on investment in 3CI                  --           (196,197)
                                                   ------------     ------------
Comprehensive income                               $  1,481,067     $     56,136
                                                   ============     ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>   6

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



<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED DECEMBER 31,
                                                                           1999             1998
                                                                      -------------     -------------

<S>                                                                    <C>              <C>
Cash flows from operating activities:
    Net income                                                         $  1,481,067     $    252,333
    Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
        Depreciation and amortization                                       310,779          162,714
        Changes in assets and liabilities:
            Trade accounts receivable, net                                2,602,830        1,013,985
            Notes and other receivables                                     (38,361)         (49,100)
            Inventories                                                  (2,239,434)        (672,717)
            Prepaids and other assets                                         2,078           28,223
            Accounts payable and accrued liabilities                       (571,967)      (1,433,931)
                                                                       ------------     ------------
        Net cash provided by (used in) operating activities               1,546,992         (698,493)
                                                                       ------------     ------------

Cash flows from investing activities:
    Purchases of property, plant and equipment                             (218,039)        (323,764)
                                                                       ------------     ------------
        Net cash used in investing activities                              (218,039)        (323,764)
                                                                       ------------     ------------

Cash flows from financing activities:
    Proceeds from borrowings of long-term debt                                 --            500,000
    Repayments of notes payable                                             (32,000)         (32,000)
    Proceeds from exercise of warrants                                       75,286           31,250
                                                                       ------------     ------------
        Net cash provided by financing activities                            43,286          499,250
                                                                       ------------     ------------
        Net increase (decrease) in cash and cash equivalents              1,372,239         (523,007)

Cash and cash equivalents at beginning of period                          2,423,844        1,400,148
                                                                       ------------     ------------
Cash and cash equivalents at end of period                             $  3,796,083     $    877,141
                                                                       ============     ============

Supplemental disclosure of cash flow information:
    Cash paid for interest                                             $    116,399     $    115,121
                                                                       ============     ============
    Cash paid for taxes                                                $    175,000     $       --
                                                                       ============     ============
</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 December 31, 1999 and September
      30, 1999:

<TABLE>
<CAPTION>
                                              December 31,      September 30,
                                                  1999              1999
                                              ------------      -------------
<S>                                           <C>               <C>
         Raw materials ..................     $  6,597,965      $  5,200,887
         Work in process ................           40,739            36,749
         Finished goods .................        1,471,950           590,852
         Other ..........................          372,231           384,963
                                              ------------      ------------
                                                 8,482,885         6,213,451
         Inventory reserve ..............         (114,710)          (84,710)
                                              ------------      ------------
                                              $  8,368,175      $  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 ended December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                            Weighted
                                                                          Average Shares     Per Share
                                                             Income        Outstanding         Amount
                                                          ------------    --------------    ------------
<S>                                                       <C>                <C>            <C>
         Three Months Ended December 31, 1999:
         Basic earnings per share ...................     $  1,481,067       16,097,417     $        .09
         Effect of dilutive warrants and options ....             --          1,271,281             --
                                                          ------------     ------------     ------------
         Diluted earnings per share .................     $  1,481,067       17,368,698     $        .09
                                                          ============     ============     ============
</TABLE>




                                       5
<PAGE>   8


<TABLE>
<CAPTION>
                                                                              Weighted
                                                                            Average Shares     Per Share
                                                               Income        Outstanding         Amount
                                                            ------------    --------------    ------------
<S>                                                         <C>                <C>            <C>
         Three Months Ended December 31, 1998:
         Basic earnings per share .....................     $    252,333       15,898,511     $        .02
         Effect of dilutive warrants and options ......             --            778,444             --
                                                            ------------     ------------     ------------
         Diluted earnings per share ...................     $    252,333       16,676,955     $        .02
                                                            ============     ============     ============
</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 owns 226,939 warrants to purchase common stock of 3CI, exercisable
      at $1.50 per share through April 2000, which have no carrying value.

(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 $6,721,000, or 95%, for the first quarter of
      fiscal 2000 over the comparable quarter a year ago. 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:

<TABLE>
<CAPTION>
                                                          (dollars in 000's)
                                                   -------------------------------
                                                   Three Months Ended December 31,
                                                   -------------------------------
                                                        1999            1998
                                                     ----------      ----------
<S>                                                  <C>             <C>
         ATM ..................................      $   10,911      $    4,772
         TACC .................................           1,672           1,262
         Parts, service and other .............           1,199           1,027
                                                     ----------      ----------
                                                     $   13,782      $    7,061
                                                     ==========      ==========
</TABLE>

      The growth in sales was propelled by strong demand for the Company's core
      Ignition Series ATMs. The Company shipped 2,213 ATMs in the quarter ended
      December 31, 1999, an increase of 154%, from the 871 ATMs shipped in the
      comparable period a year ago. Resulting ATM product sales were up
      $6,139,000, or 129%, for the quarter ended December 31, 1999 compared to
      the same period in 1998.



                                       6
<PAGE>   9

      TACC product sales increased $410,000, or 32%, from 1998 to 1999 partially
      due to the introduction of the new TACC-IV model in 1999.

      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 December 31,
                                                   -------------------------------
                                                        1999            1998
                                                     ----------      ----------
<S>                                                  <C>             <C>
         Gross profit .........................      $    5,022      $    2,342
         Selling, general and administrative ..           2,362           1,675
         Depreciation and amortization ........             311             163
         Operating income .....................           2,349             504
         Interest expense .....................             103             104
         Income before taxes ..................           2,246             400
         Income taxes .........................             765             148
         Net income ...........................           1,481             252
</TABLE>


      Gross profit on product sales increased $2,680,000, or 144%, from the same
      quarter in 1998. Gross profit as a percentage of sales improved markedly
      from 33.2% in 1998 to 36.4% in 1999 as a result of reductions in the cost
      of certain raw material components used in the ATM product line.

      Selling, general and administrative expenses increased $687,000 from 1998
      to 1999 primarily due to an increase in engineering and marketing
      personnel. As a percentage of sales, these expenses decreased from 24% in
      1998 to 17% in 1999, primarily due to increased sales volumes.

      Depreciation and amortization increased from $163,000 in 1998 to $311,000
      in 1999 due to additions of property, plant and equipment.

      Interest expense decreased slightly from 1998 to 1999 due to lower average
      debt outstanding during the period.

      Income taxes were recorded at 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 December 31, 1999 and September 30, 1999:

<TABLE>
<CAPTION>
                                                         (dollars in 000's)
                                                    -----------------------------
                                                    December 31,    September 30,
                                                        1999            1999
                                                    ------------    -------------
<S>                                                  <C>             <C>
         Working capital ......................      $   19,646      $   18,023
         Total assets .........................          29,648          28,696
         Shareholders' equity .................          17,478          15,922
</TABLE>



                                       7
<PAGE>   10

      The improvement in working capital is principally due to net cash provided
      by operating activities of $1,547,000 for the quarter ended December 31,
      1999.

      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. At December 31, 1999, $4,894,634 was outstanding
      pursuant to the revolving line of credit and the Company was in compliance
      with all covenants. Subsequent to December 31, 1999, the company prepaid
      $894,634 on the revolving line of credit thereby adjusting borrowing
      availability to $3,000,000.

      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. The Company has no immediate plans for the disposal of the
      shares, and accordingly, the shares may be utilized to collateralize
      borrowings. At present, 680,818 shares are pledged to secure an
      outstanding note payable in the principal amount of $448,000.

      As of December 31, 1999, the Company had outstanding warrants to purchase
      1,367,833 shares of common stock at exercise prices ranging from $.50 to
      $2.19 per share, which expire at various dates through October 2002, and
      if exercised would generate proceeds to the Company of approximately
      $1,424,000.

      The Company's research and development budget for fiscal 2000 has been
      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 ended December 31, 1999, research and development
      expenditures were approximately $649,000.

      With its present capital resources, its continuing earnings and cash flow
      from operations, 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.

      YEAR 2000

      As of February 14, 2000, the Company had not encountered any problems with
      its products or internal systems as a result of the year 2000 issue.

      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



                                       8
<PAGE>   11

      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 not yet determined the
      impact; if any, SFAS 133 will have on its financial position or results of
      operations, and plans to adopt this standard during the year ending
      September 30, 2001.

      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. Sales to major customers were as
      follows for the three months ended December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                                         Three months ended
                                                            December 31,
                                                     --------------------------
                                                        1999            1998
                                                     ----------      ----------
<S>                                                  <C>             <C>
         Customer A ...........................      $7,937,401      $3,063,156
         Customer B ...........................       1,170,146         838,415
         Customer C ...........................         753,379            --
</TABLE>

      Foreign sales accounted for 6% and 3% of the Company's total sales during
      the three months ended December 31, 1999 and 1998.

      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.




                                       9
<PAGE>   12

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
         ABOUT MARKET RISK

      The Company is exposed to changes in interest rates as a result of
      significant 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.

      Foreign sales are transacted in U.S. dollars and therefore the Company
      has no foreign currency exchange risk.

                           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

      Pursuant to recent amendments to the proxy rules under the Securities
      Exchange Act of 1934, as amended, the Company's stockholders are notified
      that the deadline for providing the Company timely notice of any
      stockholder proposal to be submitted outside of the Rule 14a-8 process for
      consideration at the Company's 2000 Annual Meeting of Stockholders (the
      "Annual Meeting") will be March 15, 2000. As to all such matters which the
      Company does not have notice on or prior to March 15, 2000, discretionary
      authority shall be granted to the designated persons in the Company's
      proxy statement for the Annual Meeting.

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
         December 31, 1999.




                                       10
<PAGE>   13

                                    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:  February 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>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1999 AND CONSOLIDATED
STATEMENTS OF INCOME FOR THE THREE-MONTH PERIOD THEN ENDED, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD
ENDED DECEMBER 31, 1999.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-2000
<PERIOD-START>                             OCT-01-1999
<PERIOD-END>                               DEC-31-1999
<CASH>                                       3,796,083
<SECURITIES>                                         0
<RECEIVABLES>                               12,534,226
<ALLOWANCES>                                   591,745
<INVENTORY>                                  8,368,175
<CURRENT-ASSETS>                            26,601,846
<PP&E>                                       4,130,387
<DEPRECIATION>                               2,214,802
<TOTAL-ASSETS>                              29,648,455
<CURRENT-LIABILITIES>                        6,955,938
<BONDS>                                      5,214,634
                                0
                                          0
<COMMON>                                       161,758
<OTHER-SE>                                  17,316,125
<TOTAL-LIABILITY-AND-EQUITY>                29,648,455
<SALES>                                     13,782,153
<TOTAL-REVENUES>                            13,782,153
<CGS>                                        8,760,359
<TOTAL-COSTS>                                8,760,359
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             102,503
<INCOME-PRETAX>                              2,246,067
<INCOME-TAX>                                   765,000
<INCOME-CONTINUING>                          1,481,067
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,481,067
<EPS-BASIC>                                        .09
<EPS-DILUTED>                                      .09


</TABLE>


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