SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report(Date of Earliest Event Reported) May 18, 1998
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(March 19, 1998)
TELTRONICS, INC.
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(Exact Name of Registrant as specified in its charter)
Delaware 0-17893 59-2937938
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
Incorporation) Number)
2150 Whitfield Industrial Way Sarasota, Florida 34243-9706
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (941) 753-5000
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The above Registrant hereby amends the following items, financial
statements, exhibits or other portions of its current Report on Form
8-K dated March 19, 1998 as set forth in the pages attached hereto:
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired - Not applicable.
(b) Pro Forma Financial Information.
(1) The consolidated balance sheet as of March 31,
1998 as reported on Form 10-Q and filed on May 6, 1998 is incorporated
by reference. The statements should be read in conjunction with the
financial statements and related notes included in the Company's Form
10-Q for the quarter ended March 31, 1998 (unaudited).
(2) Pro forma consolidated statement of operations
for the year ended December 31, 1997.
(3) Pro forma consolidated statement of operations
for the three month period ended March 31, 1998 (unaudited).
(c) Exhibits - None
The following selected pro forma consolidated financial data
are unaudited. The pro forma consolidated statement of operations
data for the year ended December 31, 1997 is based upon the historical
statement of operations of the Company and reflects the pro forma
effects of the disposition of AT Supply, Inc. as if the disposition had
occurred at the beginning of the period presented. The pro forma
consolidated statement of operations data for the three months ended
March 31, 1998 and the balance sheet data at March 31, 1998 are based
upon the historical financial statements of the Company and also
reflect the disposition of AT Supply, Inc. as if the disposition had
occurred at the beginning of the period presented.
The pro forma consolidated financial data are based upon
certain assumptions and estimates and are not necessarily indicative
of the results which would actually have been attained if the
transaction had been consummated at the beginning of the indicated
periods or as of the date specific, or which may be attained in the
future.
The pro forma consolidated financial data should be read in
conjunction with the consolidated financial statements and related
notes thereto as presented in the Company's annual report on Form 10-
KSB for the year ended December 31, 1997 and its quarterly report on
Form 10-Q for the period ended March 31, 1998.
<PAGE> 3
Item 7(b) 2
TELTRONICS, INC. AND AT SUPPLY, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ending December 31, 1997
<TABLE>
<CAPTION>
Less
Pro Forma
Historical Adjustments (1) Pro Forma
---------- --------------- ---------
<S> <C> <C> <C>
Net Sales $34,673,407 $ 9,292,363 $25,381,044
Cost of goods sold 23,647,743 7,773,061 15,874,682
----------- ----------- -----------
Gross profit 11,025,664 1,519,302 9,506,362
----------- ----------- -----------
Operating expenses:
General and administrative 4,872,743 1,571,469 3,301,274
Sales and marketing 4,809,949 106,461 4,703,488
Research and development 2,428,234 0 2,428,234
----------- ----------- -----------
12,110,926 1,677,930 10,432,996
----------- ----------- -----------
Loss from operations (1,085,262) (158,628) (926,634)
----------- ----------- -----------
Other income (expense):
Interest (1,110,530) (232,254) (878,276)
Financing (135,793) 0 (135,793)
Litigation costs (189,645) (189,645) 0
Other 33,850 (27,473) 61,323
----------- ----------- -----------
(1,402,118) (449,372) (952,746)
----------- ----------- -----------
Loss before provision for
income taxes (2,487,380) (608,000) (1,879,380)
Income tax expense 0 0 0
----------- ----------- -----------
Net loss $(2,487,380) $ (608,000) $(1,879,380)
=========== =========== ===========
Net loss per share (basic
and diluted) $ (.74) $ (.56)
=========== ===========
Average number of common
shares outstanding: 3,382,223 3,382,223
</TABLE>
See Notes to Selected Pro Forma Consolidated Financial Data (Unaudited).
<PAGE> 4
Item 7(b) 3
TELTRONICS, INC. AND AT SUPPLY, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
Three Month Period Ended March 31, 1998
<TABLE>
<CAPTION>
Less
Pro Forma
Historical Adjustments (2) Pro Forma
---------- --------------- --------
<S> <C> <C> <C>
Net Sales $ 6,639,522 $ 1,278,259 $ 5,361,263
Cost of goods sold 4,115,372 1,045,029 3,070,343
----------- ----------- -----------
Gross profit 2,524,150 233,230 2,290,920
----------- ----------- -----------
Operating expenses:
General and administrative 992,897 176,789 816,108
Sales and marketing 1,202,826 10,953 1,191,873
Research and development 652,379 0 652,379
----------- ----------- -----------
2,848,102 187,742 2,660,360
----------- ----------- -----------
Income (loss) from operations (323,952) 45,488 (369,440)
----------- ----------- -----------
Other income (expense):
Interest (236,627) (31,764) (204,863)
Financing (64,218) 0 (64,218)
Litigation costs (4,096) (4,096) 0
Gain on disposition of
AT Supply 1,148,250 1,148,250 (3) 0
Other 19,833 0 19,833
----------- ----------- -----------
863,142 1,112,390 (249,248)
----------- ----------- -----------
Income (loss) from operations
before income taxes 539,190 1,157,878 (618,688)
Income tax expense 0 0 0
----------- ----------- -----------
Net income (loss) $ 539,190 $ 1,157,878 $ (618,688)
=========== =========== ===========
Income (loss) per share:
Basic $ .15 $ (.18)
Diluted $ .15 $ (.18)
Average number of common
shares outstanding:
Basic 3,415,513 3,415,513
Diluted 3,487,870 3,487,870
</TABLE>
See Notes to Selected Pro Forma Consolidated Financial Data (Unaudited).
<PAGE> 5
TELTRONICS, INC. AND AT SUPPLY, INC.
NOTES TO SELECTED
PRO FORMA CONSOLIDATED FINANCIAL DATA (Unaudited)
(1) Reflects the results of operations for AT Supply, Inc. for the
year ended December 31, 1997 assuming the disposition of AT
Supply, Inc. occurred on January 1, 1997.
(2) Reflects the results of operations for AT Supply, Inc. for the
three months ended March 31, 1998 assuming the disposition of
AT Supply, Inc. occurred on January 1, 1998.
(3) Reflects the elimination of the gain recognized by Teltronics,
Inc., resulting from the disposition of AT Supply, Inc.
These pro forma consolidated financial statements may not be indicative
of the results that actually would have occurred or may be obtained in
the future. The pro forma consolidated financial statements should be
read in conjunction with the audited consolidated financial statements
and accompanying notes of Teltronics included in its annual report on
Form 10-KSB for the year ended December 31, 1997.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned hereunto duly authorized.
Teltronics, Inc.
(Registrant)
May 18, 1998 By: Ewen R. Cameron
President and CEO
By: Mark E. Scott
Vice President of Finance and
Chief Accounting Officer
