TELTRONICS INC
10-Q, 2000-05-16
TELEPHONE & TELEGRAPH APPARATUS
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the Quarterly Period Ended March 31, 2000.


[  ] 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:     0-17893



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




DELAWARE


(State or other jurisdiction of incorporation or organization)




59-2937938


(I.R.S. Employer Identification Number)




2150 WHITFIELD INDUSTRIAL WAY
SARASOTA, FLORIDA 34243


(Address of principal executive offices, including zip code)




941-753-5000


(Registrant's telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

As of May 12, 2000 there were 4,060,522 shares of the Registrant's Common Stock outstanding.








INDEX





PAGE                  

PART I.
FINANCIAL INFORMATION

3-13


ITEM 1.

FINANCIAL STATEMENTS

3-11

Consolidated Balance Sheets at March 31, 2000 and December 31, 1999.

3-4

Consolidated Statements of Operations for the Three Months ended
March 31, 2000 and 1999.


5

Consolidated Statements of Cash Flows for the Three Months ended
March 31, 2000 and 1999.


6

Notes to Interim Consolidated Financial Statements

7-11

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


12-13

PART II.

OTHER INFORMATION

14

ITEM 1.

LEGAL PROCEEDINGS

14

ITEM 2.

CHANGES IN SECURITIES

14

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

14

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

14

ITEM 5.

OTHER INFORMATION

14

ITEM 6A.

EXHIBITS

14

ITEM 6B.

REPORTS ON FORM 8-K

14


2



PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



TELTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS




ASSETS


March 31,
2000
December 31,
1999
(Unaudited)
Current Assets:
Cash $ 616,691  $ 954,764 
Accounts receivable, net of allowance for doubtful accounts
     of $138,992 at March 31, 2000 and $210,000 at
     December 31, 1999.


4,517,616 


4,754,896 
Inventories, net 5,659,805  5,319,765 
Prepaid expenses and other current assets

219,147 


236,034 


Total current assets


11,013,259 

11,265,459 

Property and equipment, net

3,655,372 

3,872,018 

Other assets




621,876 




657,364 

      Total assets

$

15,290,507 

$

15,794,841 














The accompanying notes are an integral part of these consolidated financial statements.


3

TELTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - Continued


LIABILITIES AND SHAREHOLDERS' EQUITY




March 31,
2000
December 31,
1999
(Unaudited)
Current Liabilities:
     Current portion of long-term debt $ 5,162,872  $ 5,266,159 
     Current portion of capital lease obligations 324,566  326,663 
     Accounts payable 3,141,812  3,151,492 
     Accrued expenses and other current liabilities 1,215,848  981,030 
     Deferred income

1,006,292 


734,856 
          Total current liabilities

10,851,390 


10,460,200 
Long-term liabilities:
     Long-term debt, net of current portion 1,250,000  1,250,000 
     Capital lease obligations, net of current portion

179,948 


259,662 
          Total long-term liabilities

1,429,948 


1,509,662 

Commitments and contingencies
Shareholders' equity:
     Common stock, $.001 par value, 40,000,000 shares authorized,
          4,060,522 and 4,054,522 issued and outstanding at
          March 31, 2000 and December 31, 1999, respectively.


4,062 


4,056 

     Non-voting common stock, $.001 par value, 5,000,000 shares
          authorized, zero shares issued and outstanding.





     Preferred Series A stock, $.001 par value, 100,000 shares
          authorized, 100,000 shares issued and outstanding at
          March 31, 2000 and December 31, 1999.



100 



100 

     Preferred Series B Convertible stock, $.001 par value, 25,000
          shares authorized, 12,625 shares issued and outstanding at
          March 31, 2000 and December 31, 1999.



13 



13 

     Additional paid-in capital

16,635,166 

16,624,672 
     Accumulated deficit

(13,630,172)


(12,803,862)
          Total shareholders' equity

3,009,169 


3,824,979 
          Total liabilities and shareholders' equity $
15,290,507 
$
15,794,841 












The accompanying notes are an integral part of these consolidated financial statements.


4

TELTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)




Three Months Ended March 31,
2000
1999

Net Sales

$

7,584,389 

$

6,824,986 
Cost of goods sold

4,501,137 


3,529,812 
Gross profit

3,083,252 


3,295,174 
Operating expenses:
     General and administrative 980,193  852,446 
     Sales and marketing 1,633,810  1,294,836 
     Research and development

907,889 


937,736 


3,521,892 


3,085,018 
Income (loss) from operations

(438,640)


210,156 
Other income (expense):
     Interest (219,123) (208,379)
     Financing (70,894) (103,239)
     Litigation costs (76,800) (21,685)
     Gain on dispositions 111,614 
     Other

17,022 


24,346 


(349,795)


(197,343)
Income (loss) before income taxes (788,435) 12,813 
Income taxes




300 
Net income (loss) (788,435) 12,513 
Dividends on Preferred Series B Convertible Stock

37,875 


75,000 
Net loss attributable to Common Shareholders $

(826,310)

$
(62,487)
Net loss per share:
     Basic and Diluted $
(.20)
$
(.02)












The accompanying notes are an integral part of these consolidated financial statements.


5

TELTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


Three Months Ended March 31,
2000
1999
Cash Flows from Operating Activities:
     Net income (loss) $ (788,435) $ 12,513 
     Adjustments to reconcile net income (loss) to net cash
     flows provided by (used in) operating activities:
     Provision for doubtful accounts (71,008)
     Provision for obsolete inventories 9,501  (3,376)
     Depreciation and amortization 372,940  318,541 
     Amortization of deferred financing costs 25,935  56,396 
     Amortization of intangibles 3,121 
Changes in operating assets and liabilities, net of
acquisitions and dispositions:
     Accounts receivable 308,288  (798,559)
     Inventories (349,541) (41,104)
     Prepaid expenses and other current assets 16,887  52,251 
     Accounts payable (9,680) 57,414 
     Accrued expenses and other liabilities 234,818  208,219 
     Deferred income

271,436 


594,096 
Net cash flows provided by operating activities

24,262 


456,391 
Cash Flows from Investing Activities:
     Acquisition of property and equipment (156,794) (165,014)
     (Increase) decrease in other assets 6,432  (3,852)
     Proceeds from sale of assets 500 
     Acquisition of Cascade Technology Corporation




(57,500)
Net cash flows used in investing activities

(149,862)


(226,366)
Cash Flows from Financing Activities:
     Net (repayment) proceeds from line of credit (77,022) 157,787 
     Loan proceeds 1,099 
     Principal repayments of loans, notes and leases (108,076) (141,844)
     Net proceeds from sale of common stock 10,500 
     Dividends on Preferred Series B Convertible Stock

(37,875)


(75,000)
Net cash flows used in financing activities

(212,473)


(57,958)
Net increase (decrease) in cash (338,073) 172,067 
Cash - beginning of period

954,764 

136,467 
Cash - end of period $
616,691 
$
308,534 
Supplemental Non-cash Financing and
     Investing Activities:

     Acquisition of assets of
          Cascade Technology Corporation


$





$


181,865 
     Lease of fixed assets $

$
25,778 






The accompanying notes are an integral part of these consolidated financial statements.


6

TELTRONICS, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS




NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION

Teltronics, Inc. ("Teltronics" or "Company"), a Delaware corporation, designs, develops, manufactures and markets electronic hardware and application software products, and engages in contract manufacturing for the telecommunication industry. Through its majority owned subsidiary, Interactive Solutions, Inc. ("ISI") it has also engaged in the design and manufacturing of a small, Pentium® powered, multimedia computer and DiscoveryMATE™ panel link displays for the mobile computer industry.

The accompanying consolidated financial statements include the accounts of the Company and is comprised of its wholly-owned subsidiaries TTG Acquisition Corp. and TELTRONICS/SRX, Inc., and its 85% owned subsidiary Interactive Solutions, Inc. ("ISI"). All significant intercompany transactions and balances have been eliminated in consolidation.

The unaudited consolidated financial statements and related notes have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and on substantially the same basis as the annual consolidated financial statements. In the opinion of management, the consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial position, operating results, and cash flows for those periods presented. Operating results for the three month period ended March 31, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. These consolidated financial statements should be read in conjunction with the consolidated financial statements, and notes thereto, for the year ended December 31, 1999, as presented in the Company's annual report on Form 10-K.

NOTE 2 - ACQUISITIONS

On February 19, 1999, the Company acquired certain assets and the technology of Cascade Technology Corporation ("Cascade"). The Company acquired all of Cascade's rights to and in certain technology for a DiscoveryMATE™ panel link display, open sales orders and certain other assets. The display is sold to Ford Visteon, Chrysler, General Motors, Kelsey Hayes and other companies.

The Company delivered an aggregate of 126,383 restricted shares (including 52,117 shares in escrow for claims by the Company) of its voting common stock for selected assets of Cascade. The holders of these restricted shares have been granted certain registration rights under a Registration Rights Agreement which allows them to elect to have their shares registered if the Company proposes to register any of its securities under the Securities Act of 1933, as amended, in an offering for cash. In addition, the Company paid $57,500 at closing and issued a non-interest bearing note for $47,913 that was paid in June, 1999.

The acquisition has been accounted for using the purchase method of accounting and results of operations of Cascade are included from the date of acquisition. The purchase price has been assigned to the net assets acquired based on management's estimate of the fair value of such assets and liabilities at the date of acquisition as follows:

Inventory $ 100,000 
Fixed assets 71,000 
Goodwill and identifiable intangible assets 116,278 
Notes payable

(47,913)
Net assets acquired $
239,365 




7



The pro forma operating results for 1999 assuming this acquisition had been consummated as of January 1, 1999, would not be materially different from reported operating results. The excess cost over fair value of the net assets acquired (goodwill) and identifiable tangible assets are being amortized on a straight-line basis as follows:



Amount
   Life
 
Customer List $ 35,000 5 years
Patent 35,000 14 years, 7 months
Goodwill 46,278 15 years


NOTE 3 - DISPOSITIONS

On April 23, 1998, the Company sold the customer list and maintenance and support agreements for the ORBi-TEL for Windows and non-Unix call accounting product lines to MDR Telemanagement Limited. These product lines were sold for $100,000 in cash, and a contingent consideration payable in one year of $112,000. The Company recognized a gain of $100,000 during the quarter ended June 30, 1998 and $111,614 during the quarter ended March 31, 1999.

NOTE 4 - NET LOSS PER SHARE

Basic net loss per share is computed by dividing net loss, adjusted for preferred stock dividends, by the weighted average number of issued common shares outstanding during the applicable period. Diluted net loss per share is computed by dividing net loss, adjusted for preferred stock dividends, by the weighted average number of issued common shares. Potential common shares consist of convertible preferred stock, stock options (vested and unvested) and warrants and are computed using the treasury stock method. Potential common shares for 1999 and 1998 were anti-dilutive and were not included in the calculation of diluted net loss per share.

The following unaudited table sets forth the computation of basic and diluted net loss per share:

Three Months Ended March 31,
2000
1999
Basic
Net income (loss) $ (788,435) $ 12,513 
Preferred dividends

(37,875)


(75,000)
     Net loss attributable to common shareholders $
(826,310)
$
(62,487)
Weighted average shares outstanding

4,058,412 


3,534,309 
     Net loss per share $
(.20)
$
(.02)
Diluted
Net income (loss) $ (788,435) $ 12,513 
Preferred dividends

(37,875)


(75,000)
     Net loss attributable to common shareholders $
(826,310)
$
(62,487)
Weighted average shares outstanding 4,058,412  3,534,309 
Net effect of dilutive stock options using the treasury stock method
Net effect of dilutive warrants using the treasury stock method





     Dilutive potential common shares

4,058,412 


3,534,309 
     Net loss per share $
(.20)
$
(.02)






8

NOTE 5 - INVENTORIES

The major classes of inventories are as follows:

March 31,
2000
December 31,
1999
(Unaudited)

Raw materials $ 3,888,665  $ 3,307,549 
Work-in-process 1,133,974  1,931,809 
Finished goods 1,349,738  783,478 
Provision for obsolete inventory

(712,572)


(703,071)
$
5,659,805 
$
5,319,765 


NOTE 6 - LONG TERM DEBT

On February 25, 1998, the Company issued $1,750,000 of Subordinated Secured Debentures (the "Debentures"). The Debentures were due February 13, 2002 and fees paid in connection with the Debentures totaled $8,750. The Debentures do not have a prepayment penalty and are collateralized by a first lien on fixed assets and a second lien on all other assets. The Holder of the Debentures received 525,000 warrants to purchase the Company's Common Stock at an exercise price of $2.75 per share. These warrants are exercisable in whole, or in part, at any time during a five-year period beginning on the date of issuance. The Debentures contain certain financial covenants, including restrictions which could affect future funding of ISI by the Company.

On March 29, 1999, the Company amended and restated the $1,750,000 of Subordinated Secured Debentures Agreement. The Debentures have a revised maturity of $500,000 on April 30, 2000 and $1,250,000 on February 13, 2002. The Holder has extended the April 30, 2000 maturity date. See Note 10 - Financial Statements.

On February 25, 1998, the Company entered into senior Secured Loans ("Loans") for $1,000,000 and $280,000. Interest is paid quarterly starting May 15, 1998. On March 29, 1999, the Company amended and restated the $1,000,000 Loan Agreement originally entered into on February 25, 1998 and originally due February 25, 1999. The Loan Agreement had a revised maturity of April 30, 2000. The Holder has extended the April 30, 2000 maturity date. On September 30, 1999, the interest rate increased from 12% to 13.5%. The Holder of the Loans received 365,000 warrants to purchase the Company's Common Stock at an exercise price of $2.75 per share. These warrants are exercisable in whole, or in part, at any time during a five-year holding period beginning on the date of issuance. The Loans contain certain financial covenants, including restrictions which could effect future funding of ISI by the Company. See Note 10 - Financial Statements.

NOTE 7 - SHAREHOLDERS' EQUITY

The total number of shares of all classes of capital stock which the Company has the authority to issue is 50,000,000 shares divided into three classes of which 5,000,000 shares, par value $.001 per share are designated Preferred stock, 40,000,000 shares, par value $.001 per share are designated Common stock and 5,000,000 shares, par value $.001 per share, are designated Non-Voting Common stock.

(A)     Preferred Stock - On February 25, 1998, the Company issued 25,000 shares of Preferred Series B Convertible Stock for $2,500,000. The Preferred Series B Convertible Stock provides for a $12 per share annual dividend, payable quarterly starting May 15, 1998. The dividend increases to $20 after four years. Fees paid in connection with this Preferred Stock totaled $12,500. The holder of the Preferred Series B Convertible Stock has the right at its option to convert to the Company's Common Stock at $2.75 per share. The Preferred Series B Convertible Stock cannot be called for two years and after two years, only if the twenty-day average bid price of the Company's common stock exceeds $5.50 per share. After four years, the Company has the right to redeem the Preferred Series B Convertible Stock in full at 100% of the face value plus accrued and unpaid dividends. The Preferred Series B Convertible Stock contains certain financial covenants.

9



(B)     Warrants - On February 25, 1998, the Company issued 890,000 warrants to purchase the Company's common stock at an exercise price of $2.75 per share. These warrants are exercisable in whole, or in part, at any time during a five year period beginning on the date of issuance. The fair value of the warrants was recorded as deferred financing costs and totaled $569,600. This amount is being amortized to financing expense over the life of the Subordinated Secured Debentures and Senior Secured Loans.

NOTE 8 - PROPOSED BUSINESS COMBINATIONS

On December 31, 1999, the Company entered into an agreement to acquire substantially all of the assets of Telident, Inc. ("Seller"), a Minnesota corporation, located in Minneapolis, Minnesota, under an Agreement of Sale dated December 31, 1999 ("Agreement"). The agreement was amended on February 16, 2000.

Under the Amended Agreement, the Company would acquire substantially all of the assets of the Seller, including $1,100,000 cash, and assume certain liabilities in exchange for 637,500 shares of the Company's $.001 par value voting common stock ("Shares"). Ten percent (10%) of the Shares will be placed in escrow for 90 days to cover any indemnity claims of Company under the Amended Agreement. Holders of a majority of the voting securities of the Seller have indicated their consent to the proposed transactions under the Amended Agreement if closed prior to June 1, 2000.

Completion of the proposed transaction is subject to certain conditions described in the Amended Agreement including approval by the shareholders of Seller to the dissolution of Seller and registration under the Securities Act of 1933, as amended, of the Shares to be distributed to the shareholders of Seller upon liquidation. Registration of the Shares on Form S-4 was declared effective by the Securities and Exchange Commission on April 20, 2000.

On May 11, 2000, the Company entered into a letter of intent to acquire selected assets and technology of the Harris 20/20 switching product line. Under the proposed transaction, Teltronics would also assume certain liabilities and contractual obligations of Harris' Communications Product Division with regard to the assets being acquired, including providing on-going support to Harris customers.

The closing of the proposed transaction is anticipated to occur in the third quarter of 2000. Completion of this transaction is subject to a number of conditions, including completion of due diligence by the Company and entry into a definitive purchase agreement. There can be no assurance that the definitive purchase agreement will be executed or if executed, that the proposed transaction will occur.

NOTE 9 - SEGMENT INFORMATION

The Company's operations are classified into two reportable segments, Teltronics and ISI. Each reportable segment is staffed separately, requires different technology and marketing strategies and sells to different customers.

The accounting policies of the Segments are the same. Intersegment sales and transfers are recorded at Teltronics' cost plus a normal margin for electronic manufacturing. Company management evaluates performance based on segment profit, which is net income or (loss) before taxes, excluding nonrecurring gains or losses.



10



The following table presents information about reportable segment operations and assets.

Three Months Ended
March 31,
2000
1999
Net Sales
 Teltronics $ 7,486,000  $ 6,881,000 
 ISI 98,000  17,000 
 Elimination of Intersegment sales
(73,000)
 Total sales $ 7,584,000 
$ 6,825,000 
Depreciation and Amortization
 Teltronics $ 242,000  $ 198,000 
 ISI 131,000 
121,000 
 Total depreciation and amortization $ 373,000 
$ 319,000 
Interest and Financing Costs
 Teltronics $ 290,000  $ 187,000 
 ISI


125,000 
 Total interest and financing costs $ 290,000 
$ 312,000 
Segment Profits
 Teltronics $ (373,000) $ 581,000 
 ISI (415,000)
(680,000)
 Total (788,000) (99,000)
 Gain on dispositions
112,000 
 Net income (loss) before taxes $ (788,000)
$ 13,000 
Segment Assets
 Teltronics $14,473,000  $14,206,000 
 ISI 817,000 
1,295,000 
 Total segment assets $15,290,000 
$15,501,000 
Acquisition of Property and Equipment
 Teltronics $ 138,000  $ 119,000 
 ISI 19,000 
46,000 
 Total acquisition of property and equipment $ 157,000 
$ 165,000 


NOTE 10 - SUBSEQUENT EVENTS

On May 12, 2000, the Company extended the due date of the $1,750,000 of Subordinated Secured Debentures Agreement with Finova Capital. The Debentures have a maturity of February 13, 2002 with principal payments due of $500,000 on June 30, 2000, September 30, 2000 and December 30, 2000 and $250,000 on February 13, 2002.

On May 12, 2000, the Company extended the due date of the $1,000,000 Loan Agreement with Finova Capital. The Loan Agreement has a revised maturity of February 13, 2002.



11



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

FORWARD-LOOKING STATEMENTS

A number of statements contained in this Quarterly Report on Form 10-Q are forward-looking statements which are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a number of risks and uncertainties, including the timely development and market acceptance of products and technologies, competitive market conditions, successful integration of acquisitions, the ability to secure additional sources of financing, the ability to reduce operating expenses, the ability to comply with the rules for inclusion in the Nasdaq Stock Market and other factors described in the Company's filings with the Securities and Exchange Commission. The actual results that the Company achieves may differ materially from any forward-looking statements due to such risks and uncertainties.

RESULTS OF OPERATIONS

The following unaudited tables set forth certain data, expressed as a percentage of revenue, from the company's consolidated Statements of Operations for the three month periods ended March 31, 2000 and 1999.

Three Months Ended
March 31,
2000
1999
Net sales 100.0%  100.0% 
Cost of goods sold 59.3% 
51.7% 
     Gross profit 40.7% 
48.3% 
Operating expenses:
     General and administrative 12.9%  12.5% 
     Sales and marketing 21.5%  19.0% 
     Research and development 12.0% 
13.7% 
46.4% 
45.2% 
     Income (loss) from operations (5.7%)
3.1% 
Other income (expense):
     Interest (2.9%) (3.1%)
     Financing (0.9%) (1.5%)
     Litigation costs (1.0%) (0.3%)
     Gain on dispositions 0%  1.6% 
     Other 0.2% 
0.4% 
(4.6%)
(2.9%)
     Income before income taxes (10.3%) 0.2% 
     Income tax expense 0% 
0.0% 
     Net income (10.3%)
0.2% 




Three Months Ended March 31, 2000 and 1999.

Sales were $7,584,000 for 2000 as compared to $6,825,000 for 1999. This increase was due to strong low margin electronic manufacturing sales. This was offset by lower sales for Vision and E-911 switching and service product lines.

12



Gross profit was $3,083,000 or 40.7% for 2000 as compared to $3,295,000 or 48.3% for 1999. The decrease was due to product mix, with increased low margin electronic manufacturing sales and cost increases on selected components.

General and administrative expenses were $980,000 for 2000 as compared to $852,000 for 1999. The increase was due to increased payroll and benefit plan expenses.

Sales and marketing expenses were $1,634,000 for 2000 as compared to $1,295,000 for 1999. The increase is due to increased payroll, travel and marketing expenses.

Research and development expenses were $908,000 for 2000 as compared to $938,000 for 1999.

Loss from operations was $439,000 for 2000 as compared to income of $210,000 for 1999. This decrease relates to lower gross profit and increased expenses.

Other expense was $350,000 for 2000 as compared to $197,000 for 1999. Interest and financing was $290,000 for 2000 as compared to $312,000 for 1999.

The net loss was $788,000 for 2000 as compared to net income of $13,000 for 1999.

LIQUIDITY AND CAPITAL RESOURCES

Cash requirements were met with borrowings from The CIT Group/Credit Finance ("CIT").

The Company's working capital ratio was 1.01:1 at March 31, 2000 as compared to 1.08:1 at December 31, 1999. Net working capital was $162,000 at March 31, 2000 as compared to $805,000 at December 31, 1999.

Net cash decreased by $338,000 for the quarter ended March 31, 2000 as compared to an increase of $172,000 for the quarter ended March 31, 1999. Net cash flows provided by operating activities were $24,000 for the quarter ended March 31, 2000 as compared to net cash flows provided by operating activities of $456,000 for the quarter ended March 31, 1999.

Accounts receivable decreased by $308,000 for the quarter ended March 31, 2000 as compared to an increase of $799,000 for the quarter ended March 31, 1999. This decrease was due to 1999 sales being concentrated in the last month of the quarter. Inventories increased by $350,000 for the quarter ended March 31, 2000 as compared to an increase of $41,000 for the quarter ended March 31, 1999. This increase relates to inventory purchases made for production scheduled for the second quarter of 2000. Accounts payable decreased by $10,000 for the quarter ended March 31, 2000 as compared to an increase of $57,000 for the quarter ended March 31, 1999.

Net cash flows used in investing activities totaled $150,000 for the quarter as compared to $226,000 for the quarter ended March 31, 1999. Acquisition of property and equipment totaled $157,000 for the quarter ended March 31, 2000 as compared to $165,000 for the quarter ended March 31, 1999.

Cash flows used in financing activities totaled $212,000 for the quarter ended March 31, 2000 as compared to $58,000 for the quarter ended March 31, 1999. The Company repaid debt of $185,000 during the quarter ended March 31, 2000 and borrowed $17,000 for the quarter ended March 31, 1999.

On May 12, 2000, the Company extended the due date of the $1,750,000 of Subordinated Secured Debentures Agreement with Finova Capital. The Debentures have a maturity of February 13, 2002 with principal payments due of $500,000 on June 30, 2000, September 30, 2000 and December 30, 2000 and $250,000 on February 13, 2002.

On May 12, 2000, the Company extended the due date of the $1,000,000 Loan Agreement with Finova Capital. The Loan Agreement has a revised maturity of February 13, 2002.



13





PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is a party to litigation, which arises, in the normal course of business. There is no litigation pending, or to the Company's knowledge, threatened that, if determined adversely, would have a material adverse effect upon the business or financial condition of the Company.

In August, 1999, a former employee commenced an action against Teltronics in the Circuit Court, Twelfth Judicial Circuit, Sarasota County, Florida seeking damages for alleged violations of the Florida Worker's Compensation Law and the Family and Medical Leave Act. An answer with affirmative defenses was served and the action will be vigorously defended.

In September, 1999, Teltronics and its subsidiary, ISI, were served with a counterclaim in connection with litigation commenced in July, 1998, by Teltronics and ISI in the United States District Court for the Middle District of Florida against two former employees and entities they control. Teltronics' and ISI's complaint sought damages and equitable relief against the defendants for breach of fiduciary duties and contract obligations; fraud; conversion; theft of trade secrets; interference with contracts and business relations; and violations of federal and state anti-fraud statutes. The counterclaim sought damages in excess of $3,000,000 for alleged interference with contracts, breach of employment contracts and trade slander. During the trial in May, 2000, certain claims of Teltronics and ISI against the defendants and the counterclaims made by the defendants against Teltronics and ISI were withdrawn. After trial of the remaining claims of Teltronics and ISI against the defendants, the jury rendered a verdict that awarded Teltronics and ISI approximately $16 million from the defendants. There can be no assurance that Teltronics and ISI will be successful in collecting the damages awarded to them by the jury.


ITEM 2.

CHANGES IN SECURITIES - None

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES - None

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None

ITEM 5.

OTHER INFORMATION - None

ITEM 6A.

EXHIBITS

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Financial Data Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(a)

ITEM 6B.

REPORTS ON FORM 8-K

The Company filed a Form 8-K on January 14, 2000 and Amendments to the Form 8-K on February 24, 2000, March 16, 2000 and March 28, 2000.

_______________________

(a) Filed as an Exhibit to this Quarterly Report on Form 10-Q for the Three month period
ended March 31, 2000.


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





TELTRONICS, INC.
May 12, 2000
/s/ Ewen R. Cameron
Ewen R. Cameron
President & Chief Executive Officer
May 12, 2000
/s/ Mark E. Scott
Mark E. Scott
Vice President Finance, Secretary, Treasurer
and Principal Accounting Officer


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