UNITED STATES

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 ~~September 30~~March 31, ~~2011~~2012

o ¨ 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: 001-08048

Tii NETWORK TECHNOLOGIES, INC.

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

State of incorporation:	Delaware	IRS Employer Identification No:	66-0328885

~~(Exact~~141 ~~name~~Rodeo ofDrive, ~~registrant~~Edgewood, asNew ~~specified~~York in11717 ~~its~~(Address ~~charter~~and zip code of principal executive office)

~~State~~(631) of789-5000 ~~incorporation: Delaware IRS~~(Registrant's ~~Employer~~telephone ~~Identification~~number, ~~No: 66-0328885~~including area code)

141 Rodeo Drive, Edgewood, New York 11717

(Address and zip code of principal executive office)

(631) 789-5000

(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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes¨ No x

The number of shares of the registrant's Common Stock, $.01 par value, outstanding as of ~~November~~May 813, ~~2011~~2012 was 1415,~~671~~102,~~278~~115.

~~Tii~~ TII NETWORK TECHNOLOGIES, INC. AND SUBSIDIARIES

INDEX

		~~PAGE~~	PAGE
	PART I FINANCIAL INFORMATION
Item 1	~~CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2011 (unaudited) and December 31, 2010~~	3CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2012 (unaudited) and December 31, 2011	3
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHNSIVE INCOME Three and nine months ended September 30, 2011 and 2010	4
		UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHNSIVE INCOME Three months ended March 31, 2012 and 2011	4
	UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY Nine months ended September 30, 2011	5
		UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY Three months ended March 31, 2012	5
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine months ended September 30, 2011 and 2010	6
		UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Three months ended March 31, 2012 and 2011	6
	~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~	7NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	7
Item 2	~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~	15MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
Item 3	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~	22QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	20
Item 4	~~CONTROLS AND PROCEDURES~~	22CONTROLS AND PROCEDURES	20
	PART II OTHER INFORMATION
Item 6	~~EXHIBITS~~	23EXHIBITS	21
SIGNATURES		24	22
EXHIBIT INDEX		25	23

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Tii NETWORK TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	September 30,			December 31,
	March 31,			December 31,
	2011			2010
	2012			2011
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,170		$	1,635
Cash	$	4,368		$	3,715
Accounts receivable, net of allowance of $145 at September 30, 2011 and $149 at December 31, 2010		9,129			8,269
Accounts receivable, net of allowance of $156 at March 31, 2012 and $172 at December 31, 2011		8,278			9,069
Other receivable		-9			~~396~~16
Inventories, net		17,468			15,737
Inventories		12,727			13,157
Deferred tax assets, net		13,~~812~~650			23,~~091~~659
Other current assets		~~759~~258			~~463~~401
Total current assets		3029,~~338~~290			2830,~~591~~017
Property, plant and equipment, net		98,~~310~~187			98,~~350~~186
Deferred tax assets, net		5,~~558~~706			65,~~460~~741
Amortizable intangible assets, net		2,789			2,822
Intangible assets, net		2,828			2,920
Goodwill		~~4,611~~460			~~4,102~~460
Other assets		20			49
Total assets	$	46,471		$	47,324
Total assets	$	52,626		$	51,374
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	65,~~574~~136		$	85,~~697~~742
Accrued liabilities		12,~~964~~187			12,~~690~~856
Total current liabilities and total liabilities		87,~~538~~323			108,~~387~~598
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $1.00 per share; 1,000,000 shares authorized; no shares issued		-			-
Preferred stock, par value $1.00 per share; 1,000,000 shares authorized; no shares outstanding		-			-
Common stock, par value $.01 per share; 30,000,000 shares authorized; 14,688,915 shares issued and 14,671,278 shares outstanding as of September 30, 2011, and 14,601,322 shares issued and 14,583,685 shares outstanding as of December 31, 2010		147			146
Common stock, par value $.01 per share; 30,000,000 shares authorized; 14,882,252 shares issued and 14,864,615 shares outstanding as of March 31, 2012, and 14,682,252 shares issued and 14,664,615 shares outstanding as of December 31, 2011		149			147
Additional paid-in capital		44,~~428~~928			4344,~~812~~718
Accumulated deficit		(~~374~~5,841	)		(25,~~837~~970	)
Accumulated other comprehensive income - foreign currency translation		~~168~~193			~~147~~112
		44,369			41,268
		39,429			39,007
Less: Treasury shares, at cost, 17,637 common shares at September 30, 2011 and December 31, 2010		(281	)		(281	)
Less: Treasury stock, at cost, 17,637 common shares at March 31, 2012 and December 31, 2011		(281	)		(281	)
Total stockholders' equity		4439,~~088~~148			4038,~~987~~726
Total liabilities and stockholders' equity	$	5246,~~626~~471		$	5147,~~374~~324

See notes to unaudited condensed consolidated financial statements

Tii NETWORK TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

(in thousands, except per share data)

(Unaudited)

	Three months ended						Nine months ended
	Three months ended March 31,
	September 30,						September 30,
	2012			2011
	2011			2010			2011			2010
Net sales	$	12,926		$	14,976
Net sales	$	14,583		$	18,625		$	43,135		$	36,713
Cost of sales		9,535			10,393
Cost of sales		9,965			13,905			29,138			25,139
Gross profit		3,391			4,583
Gross profit		4,618			4,720			13,997			11,574
Operating expenses:
Operating expenses:
Selling, general and administrative		2,537			2,649
Selling, general and administrative		2,638			2,788			8,089			7,690
Research and development		681			663
Research and development		629			624			1,919			1,496
Total operating expenses		3,218			3,312
Total operating expenses		3,267			3,412			10,008			9,186
Operating income		173			1,271
Operating income		1,351			1,308			3,989			2,388
Foreign currency transaction gain (loss)		96			(58	)
Foreign currency transaction (loss) gain		(39	)		18			(130	)		18
Income before income taxes		269			1,213
Interest expense		(16	)		-			(30	)		-
Income tax provision		140			423
Interest income		-			-			-			9
Net income	$	129		$	790
Income before income taxes		1,296			1,326			3,829			2,415
Foreign currency translation adjustment		81			49
Income tax provision		452			511			1,366			945
Comprehensive income	$	210		$	839
Net income	$	844		$	815		$	2,463		$	1,470
Net income per common share:
Foreign currency translation adjustment		(28	)		62			21			141
Basic	$	0.01		$	0.06
Comprehensive income	$	816		$	877		$	2,484		$	1,611
Diluted	$	0.01		$	0.05
Net income per common share:
Weighted average common shares outstanding:
Basic	$	~~0.06~~14,140		$	~~0.06~~13,774		$	~~0.18~~		$	~~0.11~~
Diluted	$	~~0.06~~14,474		$	~~0.06~~15,027		$	~~0.17~~		$	~~0.10~~
Weighted average common shares outstanding:
Basic		13,853			13,712			13,816			13,662
Diluted		14,662			14,361			14,825			14,220

See notes to unaudited condensed consolidated financial statements

Tii NETWORK TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (in thousands, except share data)

~~CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY~~(Unaudited)

(in thousands, except share data)

	Common Stock Shares		Common Stock Amount		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income		Treasury Stock			Total Stockholders' Equity
Balance January 1, 2012		14,664,615	$	147	$	44,718		$	(5,970	)	$	112	$	(281	)	$	38,726
Share-based compensation		-		-		212			-			-		-			212
Restricted stock issued		200,000		2		(2	)		-			-		-			-
Foreign currency translation adjustment		-		-		-			-			81		-			81
Net income for the three months ended March 31, 2012		-		-		-			129			-		-			129
Balance March 31, 2012		14,864,615	$	149	$	44,928		$	(5,841	)	$	193	$	(281	)	$	39,148

~~(Unaudited)~~See notes to unaudited condensed consolidated financial statements

	Common Stock Shares			Common Stock Amount			Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income		Treasury Stock			Total Stockholders' Equity
Balance December 31, 2010		14,583,685		$	146		$	43,812		$	(2,837	)	$	147	$	(281	)	$	40,987
Share-based compensation		-			-			603			-			-		-			603
Restricted stock forfeited		(116,668	)		(1	)		1			-			-		-			-
Restricted stock issued		172,500			1			(1	)		-			-		-			-
Stock option exercises		44,350			1			51			-			-		-			52
Restricted shares purchased from employees		(12,589	)		-			(38	)		-			-		-			(38	)
Foreign currency translation adjustment		-			-			-			-			21		-			21
Net income for the nine months ended September 30, 2011		-			-			-			2,463			-		-			2,463
Balance September 30, 2011		14,671,278		$	147		$	44,428		$	(374	)	$	168	$	(281	)	$	44,088

~~See~~Tii ~~notes~~NETWORK toTECHNOLOGIES, ~~unaudited~~INC. ~~condensed~~AND ~~consolidated~~SUBSIDIARIES CONDENSED ~~financial~~CONSOLIDATED ~~statements~~STATEMENTS OF CASH FLOWS (in thousands)

5(Unaudited)

Tii NETWORK TECHNOLOGIES, INC. AND SUBSIDIARIES

	Three months ended
	March 31,
	2012			2011
Cash Flows from Operating Activities
Net income	$	129		$	790
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		432			499
Share-based compensation		212			189
Provision for excess and obsolete inventory		643			122
Deferred income taxes		44			403
Changes in operating assets and liabilities, net of effects of acquisitions of businesses:
Accounts receivable		890			804
Other receivables		7			-
Inventories		(191	)		(2,319	)
Other assets		164			6
Accounts payable and accrued liabilities		(1,257	)		534
Net cash provided by operating activities		1,073			1,028

Cash Flows Used in Investing Activities
Net cash paid for the acquisition of F2O		(125	)		(717	)
Capital expenditures		(341	)		(506	)
Net cash used in investing activities		(466	)		(1,223	)

Cash Flows Provided by Financing Activities
Proceeds from exercise of stock options		-			23
Net cash provided by financing activities		-			23

Net effect of exchange rate changes on cash		46			(15	)

Net increase (decrease) in cash and cash equivalents		653			(187	)

Cash and cash equivalents, at beginning of period		3,715			1,635

Cash and cash equivalents, at end of period	$	4,368		$	1,448

Supplemental Cash Flow Information
Cash paid during the period for income taxes	$	70		$	14

~~CONDENSED~~See ~~CONSOLIDATED~~notes to ~~STATEMENTS~~unaudited OFcondensed ~~CASH~~consolidated ~~FLOWS~~financial statements

~~(in thousands)~~6

~~(Unaudited)~~Tii NETWORK TECHNOLOGIES, INC. AND SUBSIDIARIES

	Nine months ended
	September 30,
	2011			2010
Cash Flows from Operating Activities
Net income	$	2,463		$	1,470
Adjustments to reconcile net income to net cash provided (used) in operating activities:
Depreciation and amortization		1,468			1,118
Share-based compensation		603			544
Deferred income taxes		1,181			789
Changes in operating assets and liabilities, net of effects from acquisitions of businesses:
Accounts receivable		(685	)		(6,491	)
Other receivables		396			-
Inventories		(1,563	)		(3,037	)
Other assets		(281	)		(451	)
Accounts payable and accrued liabilities		(2,176	)		3,612
Net cash provided by (used in) operating activities		1,406			(2,446	)
Cash Flows Used in Investing Activities
Net cash paid for the acquisition of F2O		(717	)		-
Redemption of certificate of deposit		-			7,000
Net cash paid for acquisition of the Copper Products Division of Porta Systems Corp.		-			(7,150	)
Capital expenditures		(1,194	)		(1,301	)
Net cash used in investing activities		(1,911	)		(1,451	)
Cash Flows Provided by Financing Activities
Proceeds from exercise of stock options		52			-
Restricted shares purchased from employees		(38	)		-
Borrowings under credit facility		3,000			-
Repayment of credit facility debt		(3,000	)		-
Net cash provided by financing activities		14			-
Net effect of exchange rate changes on cash		26			161
Net decrease in cash and cash equivalents		(465	)		(3,736	)
Cash and cash equivalents, at beginning of period		1,635			5,129
Cash and cash equivalents, at end of period	$	1,170		$	1,393
Supplemental Cash Flow Information
Cash paid during the period for interest	$	21		$	-
Cash paid during the period for income taxes	$	117		$	87

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~See notes to unaudited condensed consolidated financial statements~~(Unaudited)

6Note 1 – Basis of Presentation

~~TII~~The ~~NETWORK~~unaudited ~~TECHNOLOGIES~~interim condensed consolidated financial statements presented herein have been prepared by Tii Network Technologies, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARIES~~subsidiaries (together “Tii,” the “Company,” “we,” “us,” or “our”) in accordance with U.S. generally accepted accounting principles for interim financial statements and in accordance with the instructions to Form 10-Q and Regulation S-X pertaining to interim financial statements. Accordingly, they do not include all information and notes required by U.S. generally accepted accounting principles (“GAAP”) for complete annual financial statements. The unaudited interim condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments and accruals which, in the opinion of management, are considered necessary for a fair presentation of our consolidated financial position, results of operations and cash flows for the interim periods presented. The condensed consolidated financial statements should be read in conjunction with the summary of significant accounting policies and the notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities Exchange Commission on March 30, 2012.

~~NOTES~~Results TOof ~~UNAUDITED~~operations ~~CONDENSED~~for ~~CONSOLIDATED~~interim ~~FINANCIAL~~periods presented ~~STATEMENTS~~are not necessarily indicative of results of operations that might be expected for future interim periods or for the full fiscal year ending December 31, 2012.

~~(Unaudited)~~Use of Estimates

~~Note~~The 1preparation –of ~~Basis~~financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of ~~Presentation~~assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our more significant estimates include the valuation of accounts receivable, inventory and deferred income taxes, the valuation of goodwill and other long-lived assets and establishing the fair value of share-based compensation. Actual results could differ from such estimates.

~~The~~Concentration unaudited interim condensed consolidated financial statements presented herein have been prepared by Tii Network Technologies, Inc. and subsidiaries (together “Tii,” the “company,” “we,” “us,” or “our”) in accordance with U.S. generally accepted accounting principles for interim financial statements and in accordance with the instructions to Form 10-Q and Regulation S-X pertaining to interim financial statements. Accordingly, they do not include all information and notes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. The unaudited interim condensed consolidated financial statements reflect all adjustments, consisting of ~~normal~~Credit recurring adjustments and accruals which, in the opinion of management, are considered necessary for a fair presentation of our consolidated financial position, results of operations and cash flows for the interim periods presented. The condensed consolidated financial statements should be read in conjunction with the summary of significant accounting policies and the notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the Securities Exchange Commission on March 31, 2011.Risk

~~Results~~At ofMarch ~~operations~~31, ~~for~~2012 ~~interim~~and ~~periods~~December ~~presented~~31, ~~are~~2011, our ~~not~~cash ~~necessarily~~deposits ~~indicative~~were ofmaintained ~~results~~at ofthree ~~operations~~high ~~that~~credit ~~might~~quality befinancial ~~expected~~institutions. ~~for~~At ~~future~~times, ~~interim~~our ~~periods~~cash may be uninsured or ~~for~~in deposit ~~the~~accounts ~~full~~that ~~fiscal~~exceed ~~year~~the ~~ending~~Federal ~~December~~Deposit ~~31,~~Insurance ~~2011~~Corporation insurance limit.

~~Reclassifications~~Fair Value of Financial Instruments

~~Approximately~~The ~~$166,000~~carrying ~~has~~amounts ~~been~~of ~~reclassified~~cash, ~~from~~receivables, accounts ~~other~~payable ~~assets~~and toaccrued ~~amortizable~~liabilities ~~intangible~~approximate ~~assets~~fair asvalue ofdue ~~December 31, 2010 in order~~ to ~~conform~~the toshort-term ~~the~~nature ~~2011~~of ~~presentation~~these instruments.

~~Use~~Foreign ofCurrency ~~Estimates~~Translation

~~The~~Our ~~preparation~~subsidiary ofin ~~financial~~England ~~statements~~maintains its accounting records in ~~conformity~~Pound ~~with~~Sterling, ~~GAAP~~which ~~requires~~is usits tofunctional ~~make~~currency. ~~estimates~~Our ~~and~~Mexican ~~assumptions~~subsidiary ~~that~~maintains ~~affect~~its ~~the~~accounting ~~reported~~records in ~~amounts~~Mexican ofPesos, ~~assets~~which ~~and~~is ~~liabilities~~its ~~and~~functional ~~disclosure~~currency. ofWe ~~contingent~~translate the foreign subsidiaries’ assets and liabilities atinto ~~the~~U.S. dollars ~~date~~based ofon the ~~financial~~applicable ~~statements~~exchange ~~and~~rates at the ~~reported~~end ~~amounts~~ of ~~revenues and expenses during~~ the respective reporting periods. ~~Our~~and ~~more~~reflect ~~significant estimates include~~ the ~~valuation~~effect of ~~accounts~~foreign currency ~~receivable,~~translation ~~inventories~~as ~~and~~a ~~deferred~~component ~~income~~of ~~taxes,~~stockholders’ ~~the~~equity. ~~preliminary~~Income ~~estimated~~and ~~purchase~~expense ~~price~~items ~~and~~are ~~allocation~~translated ofat ~~such~~the ~~purchase~~average ~~price~~applicable exchange ~~relating~~rate toduring the ~~acquisition~~period. ofTransaction ~~Frederick~~gains ~~Fiber~~and ~~Optics~~losses ~~(“F2O”)~~are ~~(see~~included ~~Note~~in ~~2),~~ the ~~fair~~determination ~~value~~ of ~~share-based payments, and~~ the ~~valuation~~results ~~of goodwill and other long-lived assets. Actual amounts could differ~~ from ~~such estimates~~operations.

~~Concentration of Credit Risk~~7

AtTii ~~September~~NETWORK 30TECHNOLOGIES, ~~2011 and December 31, 2010, our cash deposits were maintained at three high credit quality financial institutions~~INC. At ~~times,~~AND ~~our cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit.~~SUBSIDIARIES

~~Fair~~NOTES ~~Value~~TO ofUNAUDITED ~~Financial~~CONDENSED ~~Instruments~~CONSOLIDATED FINANCIAL STATEMENTS

~~The carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments.~~(Unaudited)

~~Foreign~~Goodwill ~~Currency~~and ~~Translation~~Other Intangible Assets

~~Our~~During ~~Mexican~~the ~~subsidiary~~three ~~maintains~~months ~~its~~ended ~~accounting~~March ~~records in Mexican Pesos~~31, 2012, ~~which~~there iswere ~~its~~no ~~functional~~indicators ~~currency. Our~~of ~~United~~impairment ~~Kingdom subsidiary maintains its accounting records in Pound Sterling,~~ which iswould ~~its~~require ~~functional~~us ~~currency. We~~to ~~translate~~perform ~~the~~an ~~foreign~~interim ~~subsidiaries’~~impairment ~~assets and liabilities into U~~test.S. ~~dollars~~In ~~based on exchange rates at~~ the ~~end~~event ofwe ~~the~~have impairment ~~respective~~indicators, ~~reporting~~such ~~periods and reflect the effect of foreign currency translation~~ as, anot ~~component~~achieving ofsales ~~stockholders’~~projections ~~equity. Income~~during ~~and~~2012, ~~expense~~we ~~items~~may ~~are~~be ~~translated~~required atto perform an ~~average~~interim ~~exchange rate during the period~~impairment test. ~~Transaction~~ ~~gains~~Any ~~and~~impairment ~~losses~~charges ~~are~~we ~~included~~take in the ~~determination~~future ofmay ~~the~~be ~~results~~material ~~from~~to our operations.

7Recently Adopted Accounting Pronouncements

~~Tii~~In ~~NETWORK~~September ~~TECHNOLOGIES~~2011, ~~INC~~the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-08, “Intangibles—Goodwill and Other (Topic 350), Testing Goodwill for Impairment” (“ASU 2011-08”), to simplify how entities test goodwill for impairment. ~~AND~~ASU ~~SUBSIDIARIES~~2011-08 allows entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If a greater than 50 percent likelihood exists that the fair value is less than the carrying amount then a two-step goodwill impairment test as described in Topic 350 must be performed. Otherwise, the two-step goodwill impairment test is not required. We adopted ASU 2011-08 effective January 1, 2012 and will apply it to our April 30, 2012 annual goodwill impairment test.

~~NOTES~~In TOJune ~~UNAUDITED~~2011, ~~CONDENSED~~the ~~CONSOLIDATED~~FASB ~~FINANCIAL~~issued ~~STATEMENTS~~ASU 2011-05, “Comprehensive Income (Topic 220), Presentation of Comprehensive Income” (“ASU 2011-05”). ASU 2011-05 requires that all non-owner changes in stockholder’s equity classified as other comprehensive income and net income be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both cases, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. We adopted ASU 2011-05 effective January 1, 2012 using the single continuous statement approach.

~~(Unaudited)~~Note 2 – Acquisition

~~Goodwill~~On March 11, 2011, we acquired 100% of the capital stock of F2O which was renamed Tii Fiber Optics Inc. (“Tii Fiber”) for an initial cash payment of $750,000, and ~~Other~~two ~~Intangible~~contingent ~~Assets~~cash payments of $125,000 each to be made based on the achievement of certain performance criteria in 2011 and 2012, which were included in the purchase price based on the assessment that the achievement of these targets was highly probable. The performance criteria were achieved for 2011 and $125,000 of the contingent consideration was paid in March 2012. Tii Fiber, headquartered in Frederick, Maryland, manufactures a wide variety of high performance fiber optic cable assemblies, wall and rack mounted fiber distribution panels, and miscellaneous fiber accessories and services. This acquisition was made in order to expand our fiber optic product offerings.

Our acquisitions of the Porta Copper Products Division and F2O have been accounted for using the purchase method of accounting (see Note 2). The assets and liabilities of the acquired businesses are recorded at their estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. All acquisition costs were expensed as incurred. We measure and test goodwill and intangible assets not subject to amortization for impairment in accordance with Accounting Standards Codification (“ASC”) 350, “Intangible – Goodwill and Other,” at least annually or more frequently upon the occurrence of certain events or substantive changes in circumstances, such as a change in business conditions. We performed the annual test of goodwill for impairment on April 30, 2011. The fair value of our one reporting unit exceeded the carrying value and therefore step two of the impairment test was not required. No impairment of goodwill was recorded as a result of the annual test for impairment.8

~~Amortizable~~Tii ~~intangible~~NETWORK ~~assets~~TECHNOLOGIES, ~~are amortized by the straight-line method over the estimated useful lives of the related assets~~INC. We ~~test~~AND ~~intangible assets that are subject to amortization for impairment whenever events or changes in circumstances indicate that the carry value may not be recoverable.~~SUBSIDIARIES

~~Recently~~NOTES ~~Adopted~~TO ~~Accounting~~UNAUDITED ~~Pronouncements~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~In October 2009, the FASB issued Accounting Standards Update~~ (~~“ASU”~~Unaudited) No. 2009-13, “Revenue Recognition (Topic 605) - Multiple-Deliverable Revenue Arrangements” (ASU No. 2009-13”), which amends the revenue recognition guidance for multiple-element arrangements and expands the disclosure requirements related to such arrangements. The new guidance amends the criteria for separating consideration in multiple-deliverable arrangements, establishes a selling price hierarchy for determining the selling price of a deliverable, eliminates the residual method of arrangement consideration allocation, and requires the application of the relative selling price method in allocating the arrangement consideration to all deliverables. We adopted ASU 2009-13 on a prospective basis to revenue arrangements entered into or materially modified on or after January 1, 2011 which did not have any impact on our financial position or results of operations.

InThe ~~December 2010,~~following ~~the~~is ~~FASB~~a ~~issued~~summary ~~ASU 2010-28, “Intangibles - Goodwill and Other (Topic 350): When to Perform Step 2~~ of the ~~Goodwill~~fair value ~~Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”). ASU 2010-28 modifies Step 1~~ of the ~~goodwill~~net ~~impairment~~assets ~~test~~acquired, ~~for~~exclusive ~~reporting~~of ~~units~~$33,000 ~~with zero or negative carrying amounts by requiring an entity to perform Step 2~~ of ~~the~~acquired ~~goodwill~~cash, ~~impairment~~as ~~test if it is more likely than not that~~ a ~~goodwill~~result ~~impairment exists. We adopted ASU 2010-28 on January 1, 2011. The adoption~~ of ~~this~~the ~~authoritative~~acquisition ~~guidance did not have any impact on our consolidated financial position or results~~ of ~~operations.~~F2O:

In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”). This amendment affects any public entity (as defined by Topic 805, “Business Combinations”) that enters into business combinations consummated after January 1, 2011 and that are material on an individual or aggregate basis. ASU 2010-29 provides that comparative financial statements should present and disclose proforma revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendment also expands the supplemental pro forma disclosures to require a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. We adopted ASU 2010-29 on January 1, 2011. The adoption of this authoritative guidance did not have any impact on our consolidated financial position or results of operations.

Assets
Accounts receivable	$	251,000
Inventories		175,000
Prepaid expenses and other assets		4,000
Property and equipment		31,000
Goodwill		460,000
Customer relationships		332,000

Liabilities
Accounts payable		(101,000	)
Accrued expenses		(54,000	)
Deferred tax liability		(131,000	)

Total net purchase price, including $250,000 in accrued contingent consideration	$	967,000

8We recorded the F2O acquisition in our interim reporting periods in 2011 based on a preliminary estimate of the fair value of the net assets acquired. We completed our assessment of fair values during the fourth quarter of 2011 and reallocated fair values based on that assessment. The only change was to reclassify $181,000 from goodwill to identifiable intangible assets subject to amortization. The customer relationships intangible asset is being amortized over its estimated useful life of five years and, since the amortization is not deductible for income tax purposes, we recorded a related deferred tax liability.

~~Tii~~On ~~NETWORK~~a ~~TECHNOLOGIES~~pro forma basis, ~~INC.~~had ~~AND~~the ~~SUBSIDIARIES~~F2O acquisition taken place as of January 1, 2011, our results of operations since then would not have been materially affected.

~~NOTES~~Note TO3 ~~UNAUDITED~~– ~~CONDENSED~~Comprehensive ~~CONSOLIDATED FINANCIAL STATEMENTS~~income

~~(Unaudited)~~Comprehensive income includes, in addition to net income, foreign currency translation gains and losses, the accumulated effect of which is included in the stockholders’ equity section of the balance sheet. We reported comprehensive income of $210,000 and $839,000 for the three months ended March 31, 2012 and March 31, 2011, respectively.

Note 24 – ~~Acquisitions~~Share–Based Payment

OnShare-based ~~March~~payment ~~11,~~compensation ~~2011,~~is weattributable to ~~acquired~~the ~~100%~~granting of ~~the capital~~ stock ofoptions ~~F2O~~and ~~for~~awarding anof ~~initial~~shares ~~cash payment~~ of ~~$750~~restricted stock,~~000,~~ and ~~two~~vesting ~~contingent cash payments~~ of ~~$125,000~~these tooptions beand ~~made~~shares ~~based on the achievement~~ of ~~certain~~restricted stock ~~performance criteria~~ over the ~~two~~remaining ~~years~~requisite ~~following~~service ~~the~~period. ~~acquisition,~~Compensation ~~which~~expense ~~are~~attributable ~~included~~to ~~at their fair value in accrued liabilities in the accompanying condensed consolidated balance sheet at September 30, 2011~~ share-based oncompensation ~~the~~during ~~assessment that~~ the ~~achievement~~three months ofended ~~these~~March ~~targets is highly probable. F2O~~31, ~~headquartered~~2012 inand ~~Frederick,~~2011 ~~Maryland,~~was ~~manufactures a wide variety of high performance fiber optic cable assemblies~~$212,000 ~~wall~~ and ~~rack mounted fiber distribution panels~~$189,000, ~~and miscellaneous fiber accessories and services~~respectively. ~~This acquisition was made in order to expand our fiber optic product offerings.~~

~~The~~Note ~~following~~5 is- aNet ~~preliminary~~income ~~summary~~per ofcommon ~~the fair value of the net assets acquired, exclusive of $33,000 of acquired cash, as a result of the acquisition of F2O:~~share

Assets
Accounts receivable	$	251,000
Inventories		175,000
Prepaid expenses and other assets		4,000
Property and equipment		31,000
Goodwill		510,000
Distributor relationships		151,000
Liabilities
Accounts payable		(101,000	)
Accrued expenses		(54,000	)
Total net purchase price, including $250,000 in accrued contingent consideration	$	967,000

Basic earnings per share (“EPS”) is computed by dividing income available to common stockholders (which equals our net income) by the weighted average number of common shares outstanding, and dilutive EPS adds the dilutive effect of stock options and other common stock equivalents. During the three months ended March 31, 2012 and 2011, outstanding options to purchase an aggregate of approximately 1,433,700 and 100,000 shares of common stock, respectively, were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive. Basic weighted average common shares outstanding excludes unvested restricted stock awards.

The above purchase price allocation is preliminary, as we have not yet completed our assessment of the fair values of the net assets acquired in this acquisition. On a pro forma basis, had the F2O acquisition taken place as of January 1, 2010, our results of operations since then would not have been materially affected.9

~~Unaudited~~Tii ~~pro~~NETWORK ~~forma sales and net income for the nine months ended September 30~~TECHNOLOGIES, ~~2010, calculated under the premise that the acquisition of the Porta Copper Products Division had occurred on January 1, 2010, were $45,620,000 and $1,249,000 respectively~~INC. ~~Related~~ ~~basic,~~AND ~~as well as diluted, pro forma earnings per share were $0.09.~~SUBSIDIARIES

9NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Tii NETWORK TECHNOLOGIES, INC. AND SUBSIDIARIES~~(Unaudited)

~~NOTES~~The TOfollowing ~~UNAUDITED~~table ~~CONDENSED~~sets ~~CONSOLIDATED~~forth ~~FINANCIAL~~the ~~STATEMENTS~~amounts used in the computation of basic and diluted EPS:

(Unaudited)

	Three months ended March 31,
	2012		2011
Numerator for diluted EPS calculation:
Net income	$	129,000	$	790,000

Denominator for diluted EPS calculation:
Weighted average shares outstanding - Basic		14,140,221		13,774,000
Effect of dilutive stock options		298,472		698,000
Effect of restricted stock awards		35,288		555,000
		14,473,981		15,027,000

Basic EPS	$	0.01	$	0.06

Diluted EPS	$	0.01	$	0.05

Note 36 – ~~Comprehensive income~~Inventories

~~Comprehensive~~The ~~income~~following ~~includes,~~table insets ~~addition~~forth ~~to net income, foreign currency translation gains and losses,~~ the ~~accumulated~~cost basis ~~effect~~ of ~~which~~each ismajor ~~included~~class ~~in the stockholders’ equity section~~ of ~~the~~inventory ~~balance~~as ~~sheet. We reported comprehensive income~~ of ~~$816,000~~March ~~and $877~~31,~~000~~ ~~for~~2012 ~~the three months ended September 30, 2011~~ and ~~September~~December 3031, ~~2010, respectively. We reported comprehensive income of $2,484,000 and $1,611,000 for the nine months ended September 30,~~ 2011 ~~and September 30, 2010, respectively.~~:

Note 4 – Share–Based Payments

	March 31,		December 31,
	2012		2011
Raw material and subassemblies	$	1,411,000	$	1,710,000
Finished goods		11,316,000		11,447,000
	$	12,727,000	$	13,157,000

~~Share-based~~The ~~payment~~Company recorded ~~compensation~~a isprovision ~~attributable~~for toexcess ~~the granting of stock options~~ and ~~awarding~~obsolete ofinventory ~~shares~~ of ~~restricted stock~~$643,000 and ~~vesting~~$122,000 offor ~~these~~the ~~options~~three ~~and~~months ~~shares~~ended ofMarch ~~restricted~~31, ~~stock~~2012 ~~over~~and ~~the remaining requisite service periods~~2011, respectively. The ~~fair~~provisions ~~value~~were ofdue ~~the portion of share-based payment awards that are ultimately expected~~ to ~~vest~~a isnumber ~~recognized~~of asfactors, ~~compensation~~including ~~expense~~(i) ~~over~~increased ~~the~~technological ~~related~~obsolescence, ~~vesting~~(ii) ~~periods.~~changes in ~~Expense~~forecasted ~~attributable~~demand, ~~to share-based compensation during the three~~ and ~~nine~~(iii) ~~months ended September 30~~,in ~~2011~~the ~~was~~case ~~$186,000~~of ~~and~~the ~~$603,000,~~provision ~~respectively. Expense~~for ~~attributable to share-based compensation during~~ the ~~three~~quarter ~~and nine months~~ ended ~~September~~March 3031, ~~2010~~2012, ~~was~~customers ~~$190,000~~ceasing ~~and~~orders ~~$544,000,~~for certain ~~respectively~~products.

In May 2011, pursuant to the terms of the 2003 Non-Employee Director Stock Option Plan, the Company granted options to purchase an aggregate of 100,000 shares of common stock to four non- employee directors upon their re-election to the Company’s Board of Directors. These options, which are exercisable at a price of $2.55 per share, the market value of our common stock on the date of grant, are exercisable in four equal quarterly installments, on a cumulative basis, commencing upon grant. In accordance with ASC 718, “Compensation – Stock Compensation,” we determined that $165,000 was the fair value of those options, of which $41,000 and $82,000 was recorded as share-based compensation expense during the three and nine months ended September 30, 2011, respectively.10

InTii ~~May~~NETWORK ~~2010~~TECHNOLOGIES, we granted restricted stock awards covering 100,000 shares of our common stock with a grant date fair value of $143,000 to our non-employee directors and restricted stock awards covering 175,000 shares of our common stock with a grant date fair value of $296,000 to certain employeesINC. ~~All~~ ~~restricted~~AND stock awards granted are pursuant to our 2008 Equity Compensation Plan. The awards issued to the non-employee directors vest ratably over three years and the awards issued to employees generally vest over three to five years.SUBSIDIARIES

InNOTES ~~connection~~TO ~~with~~UNAUDITED ~~the~~CONDENSED ~~resignation~~CONSOLIDATED FINANCIAL of a director in January 2010, 12,369 shares of restricted stock and approximately 16,200 unvested options were forfeited, which resulted in a reversal of $15,000 in share-based compensation expense in the nine months ended September 30, 2010.STATEMENTS

~~Note 5 - Net income per common share~~(Unaudited)

~~Basic~~Note ~~earnings~~7 ~~per~~– ~~share (“EPS”) is computed by dividing income available to common stockholders (which equals our net income) by the weighted average number of common shares outstanding~~Property, ~~and~~Plant ~~dilutive EPS adds the dilutive effect of stock options~~ and other common stock equivalents. During the three and nine months ended September 30, 2011, outstanding options to purchase an aggregate of approximately 1,132,000 and 674,000 shares of common stock, respectively, were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive. During the three and nine months ended September 30, 2011, there were 123,000 and 75,000 restricted stock awards, respectively, excluded from the computation of diluted earnings per share. During the three and nine months ended September 30, 2010, outstanding options to purchase an aggregate of approximately 1,742,000, and 1,832,000 shares of common stock, respectively, were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive. During the three and nine months ended September 30, 2010, there were 175,000 and 58,000 restricted stock awards, respectively, excluded from the computation of diluted earnings per share. The following table sets forth the amounts used in the computation of basic and diluted EPS:Equipment

10Property, plant and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of the related asset. The following table sets forth the amount of each major class of property, plant and equipment as of March 31, 2012 and December 31, 2011:

Tii NETWORK TECHNOLOGIES, INC. AND SUBSIDIARIES

	March 31,			December 31,
	2012			2011
Land	$	1,244,000		$	1,244,000
Building and building improvements		4,314,000			4,314,000
Construction in progress		18,000			18,000
Machinery and equipment		7,469,000			7,136,000
Computer hardware and software		881,000			873,000
Office furniture, fixtures, equipment and other		925,000			925,000
	$	14,851,000		$	14,510,000
Less: accumulated depreciation and amortization		(6,664,000	)		(6,324,000	)
	$	8,187,000		$	8,186,000

~~NOTES~~Depreciation TOand ~~UNAUDITED~~amortization ~~CONDENSED~~of ~~CONSOLIDATED~~plant and ~~FINANCIAL~~equipment ~~STATEMENTS~~was $340,000 and $425,000 for the three months ended March 31, 2012 and 2011, respectively.

~~(Unaudited)~~As of March 31, 2012 and December 31, 2011, we had costs of $18,000 classified as construction in progress for the development of machinery and equipment. The machinery was not in service at either date and is therefore not being depreciated.

	Three months ended September 30,				Nine months ended September 30,
	2011		2010		2011		2010
Numerator for diluted EPS calculation:
Net income	$	844,000	$	815,000	$	2,463,000	$	1,470,000
Denominator for basic EPS calculation:
Weighted average shares outstanding – Basic		13,853,000		13,712,000		13,816,000		13,662,000
Denominator for diluted EPS calculation:
Weighted average shares outstanding - Basic		13,853,000		13,712,000		13,816,000		13,662,000
Effect of dilutive stock options		355,000		197,000		508,000		196,000
Effect of unvested restricted stock awards		454,000		452,000		501,000		362,000
		14,662,000		14,361,000		14,825,000		14,220,000
Basic EPS	$	0.06	$	0.06	$	0.18	$	0.11
Diluted EPS	$	0.06	$	0.06	$	0.17	$	0.10

Note 8 – Amortizable Intangible Assets

~~Note~~Intangible 6assets –other ~~Inventories~~than goodwill are amortized by the straight-line method over the estimated useful life of the related asset. The following table sets forth the amounts of each major class of intangible assets subject to amortization as of March 31, 2012 and December 31, 2011:

The following table sets forth the cost basis of each major class of inventory as of September 30, 2011 and December 31, 2010:

	March 31, 2012			December 31, 2011
Customer relationships	$	2,372,000		$	2,372,000
Patents		1,674,000			1,674,000
Distributor relationships		540,000			540,000
Trade name		130,000			130,000
	$	4,716,000		$	4,716,000
Less: accumulated amortization		(1,888,000	)		(1,796,000	)
	$	2,828,000		$	2,920,000

	September 30,		December 31,
	2011		2010
Raw material and subassemblies	$	1,699,000	$	1,594,000
Finished goods		15,769,000		14,143,000
	$	17,468,000	$	15,737,000

Amortization of intangible assets subject to amortization was $92,000 and $74,000 for the three months ended March 31, 2012 and 2011, respectively.

~~Inventories~~Note ~~are~~9 ~~net~~– ofRevolving ~~reserves~~Credit ~~of $1,123,000 and $937,000 at September 30, 2011 and December 31, 2010, respectively.~~Facility

11In December 2010, we entered into a bank credit agreement (the “credit agreement”) which replaced a $5,000,000 facility that was expiring. Under the credit agreement, which is scheduled to expire on December 31, 2013, we are entitled to borrow up to $5,000,000 in the aggregate which is limited to a borrowing base which, in general, is equal to 80% of eligible accounts receivable (as defined), plus the lesser of 30% of eligible inventory (as defined, generally to include, with certain exceptions, inventories at the Company’s continental United States warehouse), after certain reserves, or $1,500,000. As of March 31, 2012, our borrowing base was $4,432,000.

~~Tii NETWORK TECHNOLOGIES, INC. AND SUBSIDIARIES~~11

~~NOTES~~Tii TONETWORK ~~UNAUDITED~~TECHNOLOGIES, ~~CONDENSED~~INC. ~~CONSOLIDATED~~AND ~~FINANCIAL STATEMENTS~~SUBSIDIARIES

~~(Unaudited)~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Note 7 – Property, Plant and Equipment~~(Unaudited)

~~Property,~~Any ~~plant~~loans ~~and~~under ~~equipment~~the ~~are~~credit ~~recorded~~agreement atwould mature ~~cost~~on ~~and~~December 31, ~~depreciated~~2013. ~~using~~We ~~the~~had ~~straight-line~~no ~~method~~borrowings ~~over~~outstanding under the ~~estimated~~credit ~~useful~~agreement ~~life~~as of ~~the~~March ~~related~~31, ~~asset~~2012. ~~The~~ ~~following~~We ~~table~~borrowed $3,000,000 ~~sets~~under ~~forth~~this ~~the~~facility ~~amounts~~in ofApril ~~each~~2011 ~~major~~that ~~class~~was offully ~~property,~~repaid ~~plant~~in ~~and equipment as of~~ September ~~30,~~ 2011 ~~and December 31, 2010:~~.

	September 30,			December 31,
	2011			2010
Land	$	1,244,000		$	1,244,000
Building and building improvements		4,314,000			4,307,000
Construction in progress		32,000			34,000
Machinery and equipment		10,220,000			9,925,000
Computer hardware and software		873,000			905,000
Office furniture, fixtures, equipment and other		1,002,000			905,000
	$	17,685,000		$	17,320,000
Less: accumulated depreciation and amortization		(8,375,000	)		(7,970,000	)
	$	9,310,000		$	9,350,000

Outstanding loans under the credit agreement bear interest, at our option, either at (a) the bank's prime rate, provided that the prime rate shall not be less than an adjusted one-month London Interbank Offered Rate (“LIBOR”) (as defined in the credit agreement), or (b) under a formula based on LIBOR plus 1.85% per annum. We also pay a commitment fee equal to 0.25% per annum on the average daily unused portion of the credit facility.

~~Depreciation~~Our ~~and~~obligations ~~amortization~~under ofthe ~~property,~~credit ~~plant~~agreement are ~~and equipment was $422~~collateralized,~~000~~ ~~and~~pursuant ~~$1,266,000~~to ~~for~~a ~~the~~Continuing ~~three~~Security ~~and~~Agreement, ~~nine~~by ~~months~~all ~~ended~~of ~~September~~our ~~30,~~accounts ~~2011,~~receivable ~~respectively,~~ and ~~$355~~inventory,~~000~~ and ~~$1,049,000~~are ~~for~~also guaranteed ~~the~~by ~~three~~one ~~and~~of ~~nine~~our ~~months ended September 30, 2010, respectively~~subsidiaries.

AsThe credit agreement contains various covenants, including financial covenants and covenants that prohibit or limit a variety of ~~September~~actions 30without the bank's consent. These include, among ~~2011~~other things, covenants that prohibit our payment of dividends and ~~December~~limit 31our ability to repurchase stock, ~~2010~~incur or guarantee indebtedness, wecreate ~~had~~liens, ~~costs~~purchase all or a substantial part of ~~$32~~the assets or stock of another entity,~~000~~ other than certain permitted acquisitions, create or acquire any subsidiary, or substantially change our business. The credit agreement requires us to maintain, as of the end of each fiscal quarter, tangible net worth and subordinated debt of at least $3428,500,000, ~~respectively,~~a ~~classified~~ratio asof ~~construction~~net inincome ~~progress~~before interest expense and taxes for the ~~development~~12-month period ending with such fiscal quarter to interest expense for the same period of ~~machinery~~at least ~~and~~2.25 ~~equipment~~to 1. ~~The~~00, ~~machinery~~and ~~was~~a ~~not~~ratio of total liabilities, excluding accounts payable in ~~service~~the atordinary ~~either~~course ~~date~~of business, accrued expenses and islosses and deferred revenues or gains, ~~therefore~~to net income before interest expense, ~~not~~income taxes, depreciation and amortization for the 12-month period ending with the fiscal quarter for which compliance is being ~~depreciated~~determined of not greater than 2.5 to 1.0. As of March 31, 2012, we were in compliance with all financial covenants in the amended agreement.

Note 810 – ~~Amortizable~~Income ~~Intangible Assets~~Taxes

~~Intangible~~For ~~assets~~the ~~other~~three ~~than~~months ~~goodwill~~ended ~~are~~March ~~amortized~~31, ~~using~~2012 and ~~the~~2011, ~~straight~~our income tax provision consisted of amounts necessary to align our year-~~line~~to-date ~~method~~tax ~~over~~provision with the ~~estimated~~effective ~~useful~~tax rate ~~life~~we expect for the full year. That rate differs from the U.S. federal statutory rate primarily as a result of the ~~related~~non-deductibility of ~~asset~~certain share-based compensation expense for income tax purposes that has been expensed for financial statement purposes, foreign tax rate differentials and state taxes. The ~~following~~income ~~table~~tax ~~sets~~provision ~~forth~~for the ~~amounts~~three months ended March 31, 2012 was also impacted by $17,000 of ~~each~~expense ~~major~~for ~~class~~the reduction of ~~intangible~~deferred tax assets ~~subject~~related to ~~amortization~~tax asdeduction ofshortfalls ~~September~~on ~~30,~~restricted ~~2011~~stock ~~and~~awards ~~December 31,~~that vested ~~2010:~~during the period.

	September 30, 2011			December 31, 2010
Customer relationships	$	2,040,000		$	2,040,000
Patents		1,660,000			1,642,000
Distributor relationships		691,000			540,000
Trade name		130,000			130,000
	$	4,521,000		$	4,352,000
Less: accumulated amortization		(1,732,000	)		(1,530,000	)
	$	2,789,000		$	2,822,000

We file a consolidated U.S. income tax return and tax returns in certain state, local and foreign jurisdictions. As of March 31, 2012, there are no tax examinations in progress. As of March 31, 2012, we remain subject to examination in applicable tax jurisdictions for the relevant statute of limitations periods.

Amortization of intangible assets subject to amortization was $67,000 and $202,000 for the three and nine months ended September 30, 2011, respectively, and $14,000 and $42,000 for the three and nine months ended September 30, 2010, respectively.12

12Tii NETWORK TECHNOLOGIES, INC. AND SUBSIDIARIES

~~Tii~~NOTES ~~NETWORK~~TO ~~TECHNOLOGIES,~~UNAUDITED ~~INC.~~CONDENSED ~~AND~~CONSOLIDATED FINANCIAL ~~SUBSIDIARIES~~STATEMENTS

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(Unaudited)

~~(Unaudited)~~Note 11– Significant Customers

~~Note~~The 9following –customers ~~Credit~~accounted ~~Facility~~for 10% or more of our consolidated net sales during at least one of the periods presented below:

In December 2010, we entered into a bank credit agreement (the “credit agreement”) which replaced a $5,000,000 credit facility that was expiring. Under the credit agreement, which expires December 31, 2013, we are entitled to borrow from the bank up to $5,000,000 in the aggregate which is limited to a borrowing base which, in general, is equal to 80% of eligible accounts receivable (as defined), plus the lesser of 30% of eligible inventory (as defined, generally to include, with certain exceptions, inventories at the Company’s continental United States warehouse), after certain reserves, or $1,500,000. As of September 30, 2011, our borrowing base exceeded $5,000,000.

	Three months ended March 31,
	2012			2011
Customer A		13	%		15	%
Customer B		13	%		16	%
Customer C		22	%		27	%

~~Loans~~As ~~under~~of ~~the~~March ~~credit~~31, ~~agreement~~2012, ~~mature~~three oncustomers ~~December 31~~accounted for approximately 25%, ~~2013. On~~20% ~~April~~and ~~12,~~9% ~~2011,~~of weaccounts ~~borrowed~~receivable $3and,~~000,000~~ ~~under~~as ~~the~~of ~~credit~~December ~~agreement~~31, ~~which~~2011, ~~was~~two ~~fully~~customers ~~repaid~~each onaccounted ~~September~~for ~~30,~~approximately 21% ~~2011~~of accounts receivable.

~~Outstanding~~Note ~~loans~~12 ~~under~~– the credit agreement bear interest, at our option, either at (a) the bank's prime rate, provided that the prime rate shall not be less than an adjusted one-month London Interbank Offered Rate (“LIBOR”) (as defined in the credit agreement), or (b) under a formula based on LIBOR plus 1.85% per annum. At September 30, 2011 the interest rate applicable to borrowings under the credit agreement was 2.07% per annum. We also pay a commitment fee equal to 0.25% per annum on the average daily unused portion of the credit facility.Litigation

~~Our~~From ~~obligations~~time ~~under~~to time, we are subject to legal proceedings or claims which arise in the ~~credit~~ordinary ~~agreement~~course ~~are~~of ~~collateralized~~business. byWhile ~~all~~the outcome of ~~our~~such ~~accounts~~matters ~~receivable~~cannot ~~and~~be ~~inventory~~predicted with certainty, ~~and~~we ~~are~~believe ~~also~~that ~~guaranteed~~these bymatters ~~one~~will ofnot have a material adverse effect on our ~~subsidiaries~~financial condition or liquidity.

~~The~~Note ~~credit~~13 – ~~agreement~~Subsequent contains various covenants, including financial covenants and covenants that prohibit or limit a variety of actions without the bank's consent. These include covenants that prohibit our payment of dividends and limit our ability to repurchase stock, incur or guarantee indebtedness, create liens, purchase all or a substantial part of the assets or stock of another entity, other than certain permitted acquisitions, create or acquire any subsidiary, or substantially change our business. The credit agreement requires us to maintain, as of the end of each fiscal quarter, tangible net worth and subordinated debt of at least $28,500,000, a ratio of net income before interest expense and income taxes for the 12-month period ending with such fiscal quarter to interest expense for the same period of at least 2.25 to 1.00, and a ratio of total liabilities, excluding accounts payable in the ordinary course of business, accrued expenses and losses and deferred revenues or gains, to net income before interest expense, income taxes, depreciation and amortization for the 12-month period ending with the fiscal quarter for which compliance is being determined of not greater than 2.5 to 1.0. As of September 30, 2011, we were in compliance with all financial covenants in the credit agreement.Event

~~Note~~On 10May –14, ~~Income~~2012, ~~Taxes~~the Company entered into a definitive merger agreement with Kelta, Inc., (“Kelta”) pursuant to which Kelta will acquire all of the outstanding shares of common stock of Tii Network Technologies for $2.15 a share. In addition, on the effective date of the merger, all the Company’s outstanding stock options will vest and become exercisable and, in exchange for the cancellation of each stock option, the holder will receive a cash payment for the excess, if any, of $2.15 over the option’s exercise price per share. The total merger consideration is approximately $33.1 million. Kelta is the Company’s contract manufacturer for substantially all of its products. Consummation of the merger is subject to certain conditions, including, but not limited to, the adoption of the merger agreement by the Company’s stockholders.

For the three and nine months ended September 30, 2011 and 2010, our income tax provision consisted of amounts necessary to align our year-to-date tax provision with the effective tax rate we expect for the full year. That rate differs from the U.S. Federal statutory rate primarily as a result of the non-deductibility of certain share-based compensation expenses for income tax purposes that has been expensed for financial statement purposes, foreign tax rate differentials and state taxes.13

WeItem ~~do not expect that our unrecognized tax benefits will significantly change within the next twelve months~~2. We ~~file~~Management’s aDiscussion ~~consolidated U.S. income tax return~~ and ~~tax~~Analysis ~~returns~~of inFinancial ~~certain~~Condition ~~state, local~~ and ~~foreign~~Results ~~jurisdictions. As~~ of September 30, 2011, there are no tax examinations in progress. As of September 30, 2011, we remain subject to examination in applicable tax jurisdictions for the relevant statute of limitations periods.Operations

13The following discussion and analysis should be read in conjunction with the foregoing unaudited Condensed Consolidated Financial Statements and related notes thereto appearing elsewhere in this Report.

~~Tii NETWORK TECHNOLOGIES, INC. AND SUBSIDIARIES~~Overview

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Business

Tii Network Technologies, Inc. and subsidiaries (~~Unaudited~~together, “Tii,” the “Company,” “we,” “us” or “our”) designs, manufactures and sells products to the service providers in the communications industry for use in their networks. We sell our products through a network of sales channels, principally to telephone operating companies (“Telcos”), multi-system operators (“MSOs”) of communications services, including cable and satellite service providers, and original equipment manufacturers ("OEMs"). Our products are typically found in Telcos central offices, outdoors in the service providers’ distribution network, at the interface where the service providers’ network connects to the users’ network, and inside the users’ home or apartment, and are critical to the successful delivery of voice and broadband communication services.

~~Note~~Sales ~~11-~~to ~~Significant~~the ~~Customers~~Company’s customers are generally through “as ordered” general supply agreements. General supply agreements do not require customers to purchase specific quantities of product and can be terminated for various reasons at any time. We forecast inventory requirements based on historical trends and discussions with our customers.

The ~~following~~Company ~~customers~~has ~~accounted~~been advised that, beginning in about the fourth quarter of 2012, components that we sell to a Telco customer that support the current customer’s method of deployment will no longer be needed as an interface for ~~10%~~its ornew ~~more~~deployment. Sales of ~~our~~these ~~consolidated~~components ~~net~~approximated ~~sales~~$6 ~~during~~million in at2011. ~~least~~While ~~one~~the Company is seeking to have the Telco substitute other of our products for the ~~periods~~products ~~presented~~proposed ~~below:~~to be discontinued, there can be no assurance that we will be successful or, if we are, the degree to which we will be successful.

	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Customer A		18	%		15	%		15	%		21	%
Customer B		*			26	%		18	%		16	%
Customer C		20	%		*			18	%		*

Recent Acquisition

*AmountsOn ~~are~~March ~~less~~11, ~~than~~2011, 10we acquired 100% of the capital stock of F2O, which we renamed Tii Fiber, for an initial cash payment of $750,000 from available cash on hand, and two contingent cash payments of $125,000 each to be made based on the achievement of certain performance criteria in 2011 and 2012. The fair value of the contingent consideration has been included in the overall purchase price of F2O based on the assessment that the achievement of these targets is highly probable. The performance criteria were achieved for 2011. Tii Fiber, headquartered in Frederick, Maryland, manufactures a wide variety of high performance fiber optic cable assemblies, wall and rack mounted fiber distribution panels, and miscellaneous fiber accessories and services. This acquisition was made in order to expand our fiber optics product offerings.

AsResults of September 30, 2011, three customers accounted for approximately 17%, 17% and 12% of accounts receivable, and as of December 31, 2010 four customers accounted for approximately 15%, 14%, 14% and 13% of accounts receivable.Operations

~~Note~~The 12following –table ~~Litigation~~sets forth certain statement of operations information in thousands of dollars and as a percentage of net sales for the periods indicated, except “Income tax provision” (which is stated as a percentage of “income before income taxes”), as well as the dollar increase or decrease between the periods and the percentage of the dollar increase or decrease:

In February 2009, a lawsuit was filed in Puerto Rico by a former sales representative against us. The complaint alleges that we terminated our relationship with the former sales representative without just cause and is seeking $1,400,000 in damages, plus attorney’s fees and costs. Although the timing and ultimate outcome cannot be determined, the Company believes that the plaintiff’s claims are unfounded and that the Company has meritorious defenses. The Company intends to continue to vigorously defend this case. From time to time, we are subject to legal proceedings or claims which arise in the ordinary course of business. While the outcome of such matters cannot be predicted with certainty, we believe that these matters will not have a material adverse effect on our financial condition or liquidity.14

Note 13 – Subsequent Event

	Three months ended March 31,
(dollars in thousands)	2012					2011
			% of						% of
			Net sales						Net sales
			(except as						(except as			Dollar
			Noted						Noted			Increase			Percent
	Amount		Above)			Amount			above)			(decrease)			change
Net sales	$	12,926	100.0		%	$	14,976		100.0		%	$	(2,050	)	-13.7		%
Cost of sales		9,535		73.8	%		10,393			69.4	%		(858	)		-8.3	%
Gross profit		3,391		26.2	%		4,583			30.6	%		(1,192	)		-26.0	%

Operating expenses:
Selling, general and administrative		2,537		19.6	%		2,649			17.7	%		(112	)		-4.2	%
Research and development		681		5.3	%		663			4.4	%		18			2.7	%
Total operating expenses		3,218		24.9	%		3,312			22.1	%		(94	)		-2.8	%

Operating income		173		1.3	%		1,271			8.5	%		(1,098	)		-86.4	%

Foreign currency transaction gain (loss)		96		0.7	%		(58	)		-0.4	%		154			-265.5	%

Income before income taxes		269		2.1	%		1,213			8.1	%		(944	)		-77.8	%
Income tax provision		140		52.0	%		423			34.9	%		(283	)		-66.9	%
Net income	$	129		1.0	%	$	790			5.3	%	$	(661	)		-83.7	%

OnNet ~~October~~sales ~~24,~~for ~~2011~~ the ~~Company's~~three ~~Board~~months ofended March ~~Directors~~31, ~~determined~~2012 towere ~~replace~~$12,926,000 ~~Kenneth~~compared A.to ~~Paladino~~$14,976,000 asfor the ~~Company's~~comparable ~~President~~prior ~~and~~year ~~Chief~~period, ~~Executive~~a ~~Officer~~decrease ~~and~~of ~~commenced~~$2,050,000 aor 13.7%. ~~search~~The ~~for~~sales adecrease ~~new~~was ~~President~~primarily ~~and~~due ~~Chief~~to ~~Executive~~a ~~Officer.~~decrease Inin ~~the~~sales ~~interim,~~of ~~Brian J. Kelley~~$2,878,000 ~~non-executive~~from ~~Chairman~~our ofPorta ~~the~~Copper ~~Board,~~Products ~~will~~Division partially ~~serve~~offset asby ~~President~~increased ~~and~~sales ~~Chief~~of ~~Executive~~$308,000 ~~Officer. In~~from ~~connection~~our ~~with~~core ~~Mr.~~business ~~Paladino’s~~products ~~departure,~~and ~~the~~increased ~~Company~~Tii isFiber indivision ~~the~~sales ~~process~~ of $520,000. ~~assessing~~Tii ~~any~~Fiber ~~severance~~division ~~and~~was ~~other~~an ~~charges~~acquired ~~that~~business ~~will~~during bethe ~~recorded~~end inof the ~~fourth~~first quarter of ~~2011. Although~~ the ~~amount~~prior ofyear ~~the~~and ~~charges~~only contributed ~~has not yet been finalized~~$136,000 wefor ~~expect they will be material to~~ the ~~results~~three ofmonths ~~operations~~ended ~~for~~March ~~the~~31, ~~fourth quarter of~~ 2011.

14Gross profit for the three months ended March 31, 2012 was $3,391,000 compared to $4,583,000 for the comparable prior year period, a decrease of $1,192,000 or 26.0%. Gross profit margin decreased to 26.2% for the three months ended March 31, 2012 from 30.6% for the three months ended March 31, 2011. The gross profit and gross profit margin decrease was primarily attributable to an inventory write-off of $643,000 in the three months ended March 31, 2012 as compared to a $122,000 inventory write-off in the three months ended March 31, 2011.

~~Item~~Selling, general and administrative expenses for the three months ended March 31, 2012 were $2,537,000 compared to $2,649,000 for the comparable prior year period, a decrease of $122,000 or 4. ~~Management’s~~2%. ~~Discussion~~The ~~and~~decrease ~~Analysis~~is primarily related to a decrease in management bonus compensation expense. With respect to the proposed acquisition of ~~Financial~~us ~~Condition~~by Kelta, Inc. announced on May 14, 2012, we have incurred significant legal and ~~Results~~other professional expenses in the second quarter of ~~Operations~~2012 and expect to incur additional expenses until the closing of the proposed transaction, which will affect this category of expense and our earnings in periods after March 31, 2012.

~~The~~Research ~~following~~and ~~discussion~~development ~~and~~expenses ~~analysis~~for ~~should~~the three bemonths ~~read~~ended inMarch ~~conjunction~~31, ~~with~~2012 were $681,000 compared to $663,000 for the ~~foregoing~~comparable ~~unaudited~~prior ~~Condensed~~year ~~Consolidated~~period, ~~Financial~~an ~~Statements~~increase ~~and~~of ~~related~~$18,000 or ~~notes~~2.7%. ~~thereto~~This ~~appearing~~increase ~~elsewhere~~was inprimarily ~~this~~attributable ~~Report~~to salary and benefit expense for existing employees.

~~Overview~~The foreign currency transaction gain of $96,000 for the three months ended March 31, 2012 is primarily related to our Mexican subsidiary acquired as part of the Porta Copper Products Division acquisition. For the three months ended March 31, 2011 we recorded a foreign currency transaction loss of $58,000.

~~Business~~During the three months ended March 31, 2012 and 2011, we recorded a provision for income taxes of $140,000 and $423,000, respectively. Our income tax provision for each period consists of amounts necessary to align our year-to-date tax provision with the effective tax rate we expect to achieve for the full year. That rate differs from the U.S. Federal statutory rate of 34% primarily as a result of the non-deductibility of certain share-based compensation expense for income tax purposes that has been recognized for financial statement purposes, a foreign tax rate differential and state taxes which affected quarter end March 31, 2012 more than the comparable prior year period due to the reduction of pretax income in the current year.

Tii Network Technologies, Inc. and subsidiaries (together, “Tii,” the “company,” “we,” “us” or “our”) designs, manufactures and sells products to service providers in the communications industry for use in their networks. We sell our products through a network of sales channels, principally to telephone operating companies (“Telcos”), multi-system operators (“MSOs”) of communications services, including cable and satellite service providers, and original equipment manufacturers ("OEMs"). Our products are typically found in Telcos central offices, outdoors in the service providers’ distribution network, at the interface where the service providers’ network connects to the users’ network, and inside the users’ home or apartment, and are critical to the successful delivery of voice and broadband communication services.15

~~Sales~~Consistent towith the ~~Company’s~~provisions ~~customers~~of ~~are~~ASC ~~generally through~~ 740, “asIncome ~~ordered~~Taxes,” ~~general~~we ~~supply~~regularly ~~agreements.~~estimate ~~General~~our ~~supply~~ability ~~agreements do not require customers~~ to ~~purchase~~recover ~~specific~~deferred ~~quantities~~tax ofassets, ~~product~~ and ~~can~~establish bea ~~terminated~~valuation ~~for~~allowance against ~~various~~deferred ~~reasons~~tax atassets ~~any~~that ~~time. We~~are ~~forecast~~determined ~~inventory~~to ~~requirements~~be ~~through~~“more ~~historical~~likely ~~trends~~than ~~and~~not” ~~discussions with our customers~~unrecoverable. ~~Most~~ ofThis ~~the~~evaluation ~~sales~~considers several tofactors, aincluding ~~large international customer are currently being made under~~ an ~~agreement~~estimate ~~that~~of the ~~customer~~likelihood ~~has~~of ~~put~~generating ~~out~~sufficient totaxable ~~bid. The~~income ~~Company is participating~~ in ~~the~~future ~~bidding~~periods ~~process~~over ~~and~~which ~~believes~~temporary differences ~~that~~reverse, the ~~customer~~expected ~~will~~reversal ~~renew~~of ~~with~~deferred ustax onliabilities, ~~terms~~past ~~that~~and ~~are~~projected ~~relatively~~taxable ~~consistent~~income ~~with~~and ~~the~~available ~~prior~~tax ~~contract;~~planning strategies. ~~however,~~Should ~~there~~management ~~can~~ be nounable ~~assurance~~to ~~that~~execute ~~the~~its ~~Company~~operating ~~will~~plan ~~prevail~~ in ~~its~~future ~~bid. In~~periods, ~~the~~it ~~event~~is possible that ~~the~~our ~~Company~~estimate ~~does~~of ~~not~~the recoverability ~~prevail,~~of the ~~Company~~deferred taxes may ~~have~~change, ~~excess~~resulting ~~inventory~~ in an ~~amount~~associated ~~that~~adjustment ~~exceeds~~to ~~the~~earnings ~~related~~in ~~reserve~~that period.

~~Recent~~Impact ~~Acquisitions~~of Inflation

OnWe ~~March~~do ~~11,~~not ~~2011,~~believe weour ~~acquired~~business ~~100%~~is ofaffected by ~~the~~inflation ~~capital stock of Frederick Fiber Optics (“F2O”) for an initial cash payment of $750,000 from available cash on hand, and two contingent cash payments of $125,000~~ to bea ~~made~~greater ~~based~~extent onthan the ~~achievement~~general ~~of certain performance criteria over the subsequent two years~~economy. ~~The~~Inflation ~~fair value of the contingent consideration~~ has ~~been~~not ~~included~~had ina ~~the~~significant ~~overall~~effect ~~purchase price of F2O based~~ on ~~the~~our ~~assessment~~operations ~~that~~during any ~~the achievement~~ of ~~these~~the ~~targets~~reported ~~is highly probable~~periods. F2O, headquartered in Frederick, Maryland, manufactures a wide variety of high performance fiber optic cable assemblies, wall and rack mounted fiber distribution panels, and miscellaneous fiber accessories and services. This acquisition was made in order to expand our fiber optics product offerings.

OnOur ~~May 19,~~products ~~2010,~~contain wea ~~acquired~~significant ~~all~~ amount of ~~the~~plastic ~~assets,~~that ~~exclusive~~is ofpetroleum ~~cash,~~based. ~~and assumed certain operating liabilities~~Additionally, ~~primarily~~we ~~accounts~~import ~~payable~~most ~~and accrued expenses,~~ of ~~the~~our ~~Copper~~products ~~Products~~from ~~Division~~our ofprincipal ~~Porta~~contract ~~Systems Corp. (the “Porta Copper Products Division”) for cash of $8~~manufacturer,~~150,000,~~ ~~subject to purchase price adjustments. The Porta Copper Products Division was comprised of two wholly owned subsidiaries, one~~ located in ~~England~~China and ~~the other in~~ Mexico, ~~as well as domestic assets~~ and ~~liabilities~~fuel ~~exclusively~~costs ~~related to copper telecommunications products. Concurrent with this acquisition~~are, ~~we sold for $1~~therefore,~~000,000~~ ~~the~~a ~~acquired~~significant ~~Mexican~~component ~~subsidiary, exclusive~~ of ~~customer~~transportation ~~contracts~~costs ~~and certain machinery and equipment which we retained,~~ to ~~our~~obtain ~~principal~~delivery ~~contract manufacturer, which is now operating this manufacturing facility. We paid the net purchase price~~ of $7products. Accordingly,~~249,000,~~ ~~including $99,000 of acquisition costs, predominately from~~ the ~~proceeds~~recent ofincreases ~~the~~in ~~redemption~~petroleum ofprices ~~our~~have $7increased,~~000,000~~ ~~certificate~~and ofare ~~deposit.~~expected ~~Additionally, we sold~~ to ~~the~~further ~~contract manufacturer certain raw material and component inventories~~increase, ~~which~~the ~~were~~cost ~~acquired as part~~ of ~~the~~our ~~Porta Copper Products Division transaction, for approximately $1,175,000~~products.

Our ~~financial~~products ~~statements~~also ~~include,~~contain ~~and~~a ~~the~~significant amount ~~following~~of ~~discussion~~certain ~~and~~precious ~~analysis reflects~~metals, ~~the~~in ~~activity~~particular ~~of the Porta Copper Products Division for the three and nine months ended September 30~~copper, ~~2011~~gold and ~~the~~steel. ~~three~~The ~~months~~continuing ~~ended~~increases ~~September 30, 2010, but only for the period from May 19, 2010 through September 30, 2010~~ in the ~~nine~~costs ~~months~~of ~~ended~~these ~~September~~precious metals 30have, ~~2010,~~ and ~~the~~are ~~activity~~expected ofto ~~F2O~~further ~~only~~increase ~~since~~the ~~its~~cost ~~March 11, 2011 date~~ of ~~acquisition~~our products.

15Increased labor costs in China and Mexico, the countries in which our contract manufacturer produces products for us, could also increase the cost of our products.

~~Results~~We monitor the impact of ~~Operations~~inflation and attempt to adjust prices where market conditions permit, except that we may not increase prices under certain of our general supply agreements with our principal customers.

~~The~~Liquidity ~~following tables sets forth certain income statement information in thousands of dollars~~ and asCapital aResources percentage of net sales for the periods indicated, except “Income tax provision” (which is stated as a percentage of “income before income taxes”), as well as the dollar increase or decrease between the periods and the percentage of the dollar increase or decrease:

	Three months ended September 30,
(dollars in thousands)	2011						2010
	Amount			% of Net sales (except as noted above)			Amount		% of Net sales (except as noted above)			Dollar increase (decrease)			Percent change
Net sales	$	14,583			100.0	%	$	18,625		100.0	%	$	(4,042	)		-21.7	%
Cost of sales		9,965			68.3	%		13,905		74.7	%		(3,940	)		-28.3	%
Gross profit		4,618			31.7	%		4,720		25.3	%		(102	)		-2.2	%
Operating expenses:
Selling, general and administrative		2,638			18.1	%		2,788		15.0	%		(150	)		-5.4	%
Research and development		629			4.3	%		624		3.4	%		5			0.8	%
Total operating expenses		3,267			22.4	%		3,412		18.3	%		(145	)		-4.2	%
Operating income		1,351			9.3	%		1,308		7.0	%		43			3.3	%
Foreign currency transaction (loss) gain		(39	)		-0.3	%		18		0.1	%		(57	)		-316.7	%
Interest expense		(16	)		-0.1	%		-		0.0	%		(16	)		100.0	%
Income before income taxes		1,296			8.9	%		1,326		7.1	%		(30	)		-2.3	%
Income tax provision		452			34.9	%		511		38.5	%		(59	)		-11.5	%
Net income	$	844			5.8	%	$	815		4.4	%	$	29			3.6	%

As of March 31, 2012, we had $21,967,000 of working capital, which included $4,368,000 of cash, and our current ratio was 4.0 to 1. As of December 31, 2011, we had $21,419,000 of working capital, which included $3,715,000 of cash, and our current ratio was 3.5 to 1.

16During the three months ended March 31, 2012, our cash flows from operations provided $1,073,000, primarily from net income, before non-cash expenses for depreciation and amortization, provision for excess and obsolete inventory, deferred income taxes and share-based compensation of $1,460,000, a decrease in accounts receivable of $890,000 resulting from collections in the ordinary course of business and a decrease in other assets of $164,000 offset, in part, by a decrease in accounts payable and accrued liabilities of $1,257,000.

	Nine months ended September 30,
(dollars in thousands)	2011						2010
	Amount			% of Net sales (except as noted above)			Amount		% of Net sales (except as noted above)			Dollar increase (decrease)			Percent change
Net sales	$	43,135			100.0	%	$	36,713		100.0	%	$	6,422			17.5	%
Cost of sales		29,138			67.6	%		25,139		68.5	%		3,999			15.9	%
Gross profit		13,997			32.4	%		11,574		31.5	%		2,423			20.9	%
Operating expenses:
Selling, general and administrative		8,089			18.8	%		7,690		20.9	%		399			5.2	%
Research and development		1,919			4.4	%		1,496		4.1	%		423			28.3	%
Total operating expenses		10,008			23.2	%		9,186		25.0	%		822			8.9	%
Operating income		3,989			9.2	%		2,388		6.5	%		1,601			67.0	%
Foreign currency transaction gain (loss)		(130	)		-0.3	%		18		0.0	%		(148	)		-822.2	%
Interest expense		(30	)		-0.1	%		-		0.0	%		(30	)		100.0	%
Interest income		-			0.0	%		9		0.0	%		(9	)		-100.0	%
Income before income taxes		3,829			8.9	%		2,415		6.6	%		1,414			58.6	%
Income tax provision		1,366			35.7	%		945		39.1	%		421			44.6	%
Net income	$	2,463			5.7	%	$	1,470		4.0	%	$	993			67.6	%

During the three months ended March 31, 2011, our cash flows from operations provided $1,028,000, primarily from net income before non-cash expenses for depreciation and amortization, provision for excess and obsolete inventory, deferred income taxes and share-based compensation of $2,003,000, a decrease in accounts receivable of $804,000 resulting from collections in the ordinary course of business and an increase in accounts payable and accrued liabilities of $534,000 offset, in part, by a $2,319,000 increase in inventory to support our higher sales levels at that time and the need to maintain additional inventory to accommodate anticipated customer orders and supplier lead-time requirements.

Net sales for the three months ended September 30, 2011 were $14,583,000 compared to $18,625,000 for the comparable prior year period, a decrease of $4,042,000 or 21.7%. Net sales for the nine months ended September 30, 2011 were $43,135,000 compared to $36,713,000 for the comparable prior year period, an increase of $6,422,000 or 17.5%. The decrease in comparable sales for the three months ended September 30, 2011 from the prior year three month period was primarily due to the filling in the reported 2010 periods of increased orders from certain customers to replenish inventory that had been depleted prior to our acquisition of the Porta Copper Products Division on May 19, 2010. The sales growth for the nine months ended September 30, 2011 was primarily due to the sales from our Porta Copper Products Division acquired on May 19, 2010, sales from our F2O acquisition on March 11, 2011, and increased sales to existing customers. Sales from the acquired Porta Copper Products Division and F2O accounted for 25% and 33% of total sales for the three and nine months period ending September 30, 2011, as compared to 40% and 26% of total sales for the three and nine month period ending September 30, 2010.16

~~Gross~~Investing ~~profit~~activities ~~for~~in the 2012 three month ~~months~~period ~~ended~~used ~~September~~cash ~~30,~~of ~~2011 was~~ $4341,~~618,~~000 ~~compared to $4,720,000~~ for ~~the~~capital ~~comparable~~expenditures ~~prior~~of ~~year period~~tools, ~~a decrease of $102~~molds,~~000~~ ordies ~~2.2%.~~and ~~Gross~~equipment ~~profit~~used ~~margin~~to ~~increased~~manufacture ~~from~~new ~~25.3%~~products and in$125,000 ~~the~~for ~~2010~~contingent ~~three~~consideration ~~month~~payments ~~period~~related to ~~31.7% in~~ the ~~current~~acquisition ~~year~~of ~~three month period~~F2O. ~~Gross~~In ~~profit for~~ the ~~nine~~comparable ~~months ended September 30,~~ 2011 ~~was $13,997,000 compared to $11,574,000 in the prior year~~ period, ~~an increase of~~ $21,~~423~~223,000 was ~~or 20.9%. Gross profit margin increased to 32.4% in the nine month period ended September 30~~used, ~~2011~~primarily ~~from~~for ~~31.5% in~~ the ~~nine~~acquisition ~~month~~of ~~period~~F2O ~~ended~~for ~~September 30~~$717,000 ~~2010. The~~and ~~gross~~capital ~~profit~~expenditures ~~margin increase for the three months was primarily attributable to product mix due to a higher percentage in the prior year period~~ of ~~Porta Copper Products sales that have a historically lower gross profit than our other products~~$506,000.

17There was no cash provided by or used in financing activities in the first three months of 2012. Financing activities in the 2011 three month period provided cash of $23,000 from proceeds from stock option exercises.

~~Selling,~~In ~~general~~December ~~and administrative expenses for the three months ended September 30~~2010, ~~2011~~we ~~were~~entered ~~$2,638,000~~into ~~compared~~a tobank credit ~~$2,788,000~~agreement ~~for~~ (the ~~comparable~~“credit ~~prior~~agreement”) ~~year~~which ~~period,~~replaced a ~~decrease of~~ $~~150~~5,000,000 orfacility ~~5.4%. This~~that ~~decrease~~ was ~~primarily~~expiring. ~~attributable~~Under to the ~~absence of transaction and integration costs of approximately $96~~credit agreement,~~000~~ ~~incurred~~which ~~during~~is ~~the~~scheduled ~~three~~to ~~months~~expire ~~ended~~on ~~September~~December 3031, ~~2010 in connection with the Porta Copper Products Division acquisition and a decrease of approximately $65~~2013,~~000~~ inwe ~~commissions~~are ~~resulting~~entitled ~~from~~to ~~the~~borrow ~~decrease~~up ~~in sales. Selling, general and administrative expenses for the nine months ended September 30, 2011 were $8,089,000 compared~~ to $75,~~690,~~000 ~~for the comparable prior year period~~, ~~an increase of $399,~~000 ~~or 5.2%. The increase~~ in ~~expenses for~~ the ~~2011~~aggregate ~~nine~~which is ~~month~~limited ~~period was due~~ to ~~the~~a ~~inclusion~~borrowing ofbase ~~sales commissions~~which, ~~increases~~ in ~~salaries~~general, ~~and~~is ~~related~~equal ~~benefits~~to 80% of ~~the~~eligible ~~Porta~~accounts ~~Copper~~receivable ~~Products~~(as ~~Division~~defined), ~~for~~plus the ~~full~~lesser of ~~nine~~30% ~~month~~of ~~period~~eligible ininventory ~~2011~~(as ~~compared to an approximately 4½ month period from the May 18~~defined, ~~2010~~generally ~~date of acquisition~~ to ~~September 30~~include, ~~2010,~~with ~~offset,~~certain ~~in part~~exceptions, byinventories at the ~~absence~~Company’s ofcontinental United ~~acquisition~~States ~~and~~warehouse), ~~integration~~after ~~costs~~certain ofreserves, ~~approximately~~or $~~840~~1,500,000. ~~incurred~~As ~~during~~of ~~the nine months ended September 30~~March 31, ~~2010~~2012, inour ~~connection~~borrowing ~~with~~base ~~the~~was ~~Porta Copper Products Division acquisition~~$4,432,000.

~~Research~~Any ~~and~~loans ~~development~~under ~~expenses for~~ the ~~three~~credit ~~months~~agreement ~~ended~~would mature ~~September~~on 30December 31, ~~2011~~2013. ~~were~~We ~~$629,000~~had ~~compared~~no toborrowings ~~$624,000~~outstanding ~~for~~under the ~~comparable~~credit ~~prior~~agreement ~~year~~as ~~period, an increase~~ of $5March 31,~~000~~ ~~or 0~~2012.~~8%.~~ ~~Research and development expenses for the nine months ended September 30~~However, ~~2011~~we borrowed ~~were~~ $13,~~919,~~000 ~~compared to $1~~,~~496,~~000 ~~for~~under ~~the~~this ~~comparable~~facility ~~prior~~in ~~year~~April ~~period,~~2011 anthat ~~increase of $423,000 or 28.3%. This increase~~ was ~~primarily~~fully ~~attributable~~repaid toin ~~product~~September ~~development expenses resulting from redesigning and qualifying certain of the Porta Copper Products Division products and additional salaries and related benefits resulting from this acquisition~~2011.

~~The~~Outstanding ~~foreign~~loans ~~currency~~under ~~transaction~~the ~~losses~~credit ofagreement bear ~~$39~~interest,~~000~~ ~~and~~at ~~$130~~our option,~~000~~ ~~for~~either at (a) the ~~three~~bank's ~~months~~prime ~~and~~rate, ~~nine~~provided ~~months~~that ~~ended~~the ~~September~~prime ~~30,~~rate ~~2011,~~shall ~~respectively,~~not ~~were~~be ~~primarily~~less ~~related~~than toan ~~our~~adjusted one-month ~~Mexican~~London ~~subsidiary~~Interbank ~~acquired~~Offered Rate (“LIBOR”) (as ~~part~~defined ofin the ~~Porta~~amended ~~Copper~~agreement), ~~Products~~or ~~Division~~(b) ~~acquisition~~under a formula based on LIBOR plus 1.85% per annum. We also pay a commitment fee equal to 0.25% per annum on the average daily unused portion of the credit facility.

WeOur ~~had~~obligations ~~interest~~under ~~expense~~the ofcredit ~~$16,000~~agreement are ~~and $30~~collateralized,~~000~~ inpursuant ~~the~~to ~~three~~a ~~and~~Continuing ~~nine~~Security ~~months ended September 30~~Agreement, ~~2011,~~by ~~respectively~~all ~~and none in the prior year. Interest expense was the result~~ of ~~borrowing $3,000,000 on~~ our ~~credit facility in April 2011 to support our higher levels of~~ accounts receivable and ~~inventories~~inventory, ~~related~~and toare ~~our~~also guaranteed ~~acquired~~by ~~businesses. All~~one ~~borrowings were repaid as~~ of ~~September~~our ~~30, 2011~~subsidiaries.

WeThe ~~had~~credit noagreement ~~interest~~contains ~~income~~various incovenants, including financial covenants and covenants that prohibit or limit a variety of actions without the ~~three~~bank's consent. These include, among other things, covenants that prohibit our payment of dividends and ~~nine~~limit ~~months~~our ~~ended~~ability ~~September~~to 30repurchase stock, ~~2011~~incur or inguarantee indebtedness, create liens, purchase all or a substantial part of the ~~three~~assets ~~month~~or ~~period~~stock ~~ended~~of ~~September~~another 30entity, ~~2010~~other than certain permitted acquisitions, create or acquire any subsidiary, or substantially change our business. ~~Interest~~ ~~income~~The ~~was~~amended $9agreement requires us to maintain,~~000~~ as inof the ~~nine~~end ~~months~~of ~~ended~~each ~~September~~fiscal 30quarter, ~~2010~~tangible ~~due~~net toworth ~~interest~~and ~~earned~~subordinated ondebt aof at least $728,~~000~~500,000, ~~certificate~~a ratio of ~~deposit~~net ~~which~~income webefore interest ~~redeemed~~expense inand ~~May~~taxes ~~2010~~for the 12-month period ending with such fiscal quarter to interest expense for ~~use~~the same period of at least 2.25 to 1.00, and a ratio of total liabilities, excluding accounts payable in ~~funding~~the ~~our~~ordinary ~~acquisition~~course of business, accrued expenses or losses and deferred revenues or gains, to net income before interest expense, income taxes, depreciation and amortization for the ~~Porta~~12-month ~~Copper~~period ~~Products~~ending ~~Division~~with the fiscal quarter for which compliance is being determined of not greater than 2.5 to 1.0. As of March 31, 2012, we were in compliance with all financial covenants in the amended agreement.

~~During~~We ~~the~~believe ~~three~~that ~~months~~existing ~~ended September 30~~cash, ~~2011~~together with ~~and~~internally ~~2010,~~generated wefunds ~~recorded a provision for income taxes of $452,000~~ and ~~$511,000, respectively. During~~ the ~~nine~~available ~~months~~line ~~ended September 30, 2011 and 2010, we recorded a provision for income taxes~~ of ~~$1,366,000~~credit ~~and~~will ~~$945,000,~~be ~~respectively. Our~~sufficient ~~income tax provision~~ for ~~each period consisted of amounts necessary to align~~ our ~~year-to-date~~working ~~tax~~capital ~~provision~~requirements ~~with~~and ~~the~~capital expenditure ~~effective~~needs ~~tax rate we expect to achieve~~ for ~~the~~at ~~full~~least ~~year. That rate differs from~~ the ~~U.S.~~next ~~Federal~~twelve ~~statutory~~months ~~rate~~and ofmeet ~~34%~~our ~~primarily as a result of the non~~long-~~deductibility~~term ofliquidity ~~certain share-based compensation expense for income tax purposes that has been recognized for financial statement purposes, a foreign tax rate differential and state taxes~~needs.

~~Impact of Inflation~~17

~~Inflation~~Seasonality ~~has not had a significant effect on our operations during any of the reported periods. We do not believe our business is affected by inflation to a greater extent than the general economy.~~

Our ~~products~~operations ~~contain~~are asubject ~~significant~~to ~~amount~~seasonal variations, ofprimarily ~~plastic~~due to the fact that isour ~~petroleum~~principal ~~based.~~products, ~~Additionally~~NIDs, are typically weinstalled ~~import~~on ~~most~~the side of ~~our~~homes. During ~~products~~the ~~from~~hurricane ~~our~~season, ~~principal~~sales ~~contract~~may ~~manufacturer,~~increase ~~located~~based inon ~~China~~the severity and ~~Mexico,~~location of hurricanes and ~~fuel~~the ~~costs~~number of NIDs that are, damaged ~~therefore~~and need replacement. Conversely, aduring winter months ~~significant~~when ~~component~~severe ofweather hinders ~~transportation~~or ~~costs~~delays tothe ~~obtain~~Telco’s installation and ~~delivery~~maintenance of ~~products. Accordingly,~~their outside ~~the~~plant ~~increases~~network, inNID ~~petroleum~~sales ~~prices~~ have ~~increased,~~been ~~and~~adversely ~~can~~affected tountil ~~continue~~replacements can tobe ~~increase~~installed ~~the~~(at ~~cost~~which oftime ~~our~~sales ~~products~~increase).

~~Our~~Off ~~products~~Balance ~~also~~Sheet contain a significant amount of certain precious and semi-precious metals, in particular copper, gold and steel. Accordingly, increases in the cost of these metals are expected to increase the cost of our products.Financing

18We have no off-balance sheet contractual arrangements, as that term is defined in Item 303(a)(4) of Regulation S-K.

~~Increased~~Critical ~~labor~~Accounting ~~costs~~Policies, ~~in China~~ Estimates and ~~Mexico, the countries in which our contract manufacturer produces products for us, could also increase the cost of our products.~~Judgments

WeOur ~~monitor~~consolidated ~~the~~financial ~~impact~~statements have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of ~~inflation~~these ~~and~~financial ~~attempt~~statements requires management to ~~adjust~~make ~~prices~~estimates ~~where~~and ~~market~~judgments. ~~conditions~~A ~~permit,~~summary ~~except~~of ~~that~~our wemost ~~may~~critical ~~not~~accounting ~~increase~~policies ~~prices~~can ~~under~~be ~~certain~~found in the Management’s Discussion and Analysis of Financial Condition and Results of Operation section of our ~~general~~Annual ~~supply~~Report ~~agreements~~on Form 10-K for year ended December 31, 2011, as filed with the Securities Exchange Commission on March 30, 2012. We regularly evaluate items which may impact our ~~principal~~critical ~~customers~~accounting estimates and judgments. During the three months ended March 31, 2012, we did not change our critical accounting policies.

~~Liquidity~~Recently ~~and~~Adopted ~~Capital~~Accounting ~~Resources~~Pronouncements

AsIn of September 302011, the FASB issued Accounting Standards Update (“ASU”) 2011-08, we“Intangibles—Goodwill ~~had~~and ~~$21~~Other (Topic 350),~~800,000~~ ofTesting ~~working~~Goodwill ~~capital~~for Impairment”, to ~~which~~simplify ~~included~~how ~~$1,170,000~~entities oftest ~~cash~~goodwill ~~and~~for ~~cash~~impairment. ~~equivalents,~~ASU ~~and~~2011-08 ~~our~~allows ~~current~~entities ~~ratio~~to ~~was~~first ~~3.6~~assess qualitative factors to ~~1. As~~determine whether ofit ~~December~~is ~~31,~~more ~~2010,~~likely wethan ~~had~~not ~~$18,204,000~~that the fair value of ~~working~~a ~~capital,~~reporting ~~which~~unit ~~included~~is $1less than its carrying amount. If a greater than 50 percent likelihood exists that the fair value is less than the carrying amount then a two-step goodwill impairment test as described in Topic 350 must be performed. Otherwise,~~635,000~~ ofthe ~~cash~~two-step ~~and~~goodwill ~~cash~~impairment ~~equivalents~~test is not required. We adopted ASU 2011-08 effective January 1, 2012 and will apply it to our ~~current~~April ~~ratio~~30, ~~was~~2012 ~~2.8~~annual togoodwill 1impairment test.

~~During~~In ~~the~~June ~~nine~~2011, ~~months~~the ~~ended~~FASB ~~September~~issued ~~30,~~ASU 2011-05, “Comprehensive ~~our~~Income ~~cash~~(Topic ~~flows~~220), ~~from~~Presentation ~~operations~~of ~~provided~~Comprehensive ~~$1,406,000,~~Income” ~~primarily~~(“ASU ~~from~~2011-05”). ~~net~~ASU ~~income,~~2011-05 ~~before~~requires that all non-~~cash~~owner ~~expenses~~changes ~~for~~in ~~depreciation~~stockholder’s ~~and~~equity ~~amortization,~~classified ~~deferred~~as ~~income~~other ~~taxes~~comprehensive income and ~~share-based~~net ~~compensation,~~income ofbe ~~$5,715,000. This~~presented ~~was~~either in ~~partially~~a ~~offset~~single bycontinuous astatement ~~$1,563,000~~of ~~increase~~comprehensive inincome ~~inventory~~or toin ~~support~~two ~~our~~separate ~~higher~~but ~~sales~~consecutive ~~levels~~statements. ~~and~~In ~~the~~both ~~need~~cases, toan ~~maintain~~entity is ~~additional~~required ~~inventory~~ to ~~accommodate~~present ~~anticipated~~each ~~customer~~component ~~orders~~of ~~and~~net ~~supplier~~income ~~lead-time~~along ~~requirements,~~with atotal $2net income,~~176,000~~ ~~decrease~~each tocomponent ~~accounts~~of ~~payable~~other ~~and~~comprehensive ~~accrued~~income ~~liabilities~~along with ~~related~~a tototal ~~timing~~for ofother ~~vendor~~comprehensive ~~payments~~income, and a ~~$685,000~~total ~~increase~~amount tofor ~~accounts~~comprehensive ~~receivable~~income. ~~due~~We toadopted ~~timing~~ASU of2011-05 ~~customer~~effective ~~payments~~January 1, 2012 using the single continuous statement approach.

During the nine months ended September 30, 2010, our cash flows from operations used cash of $2,446,000, primarily due to a $6,491,000 increase in accounts receivable due to increased sales and a $3,037,000 increase in inventory to fulfill anticipated sales, offset, in part, by net income, before nonForward-~~cash~~Looking ~~expenses~~Statements ~~for depreciation and amortization, deferred income taxes and share-based compensation, of $3,921,000 and an increase in accounts payable and accrued liabilities of $3,612,000.~~

~~Investing~~Certain ~~activities~~statements in ~~the~~this ~~2011~~Report ~~nine~~are ~~month~~"forward-looking statements" ~~period~~within ~~used~~the ~~cash~~meaning of ~~$1,911,000,~~the ~~primarily~~Private ~~for~~Securities ~~the~~Litigation ~~acquisition~~Reform Act of ~~F2O~~1995. ~~for~~When ~~$717~~used in this Report,~~000~~ words such as "may," ~~net~~"should," of"seek," ~~cash~~"believe," ~~acquired~~"expect," "anticipate," "estimate," "project," "intend," "strategy" and ~~for~~similar ~~capital~~expressions ~~expenditures~~are ofintended $1to identify forward-looking statements regarding events,~~194,000~~ ~~for~~conditions ~~tools~~and financial trends that may affect our future plans, ~~molds~~operations, ~~dies~~business strategies, operating results and ~~equipment~~financial ~~used~~position. Forward-looking statements are subject to ~~manufacture~~a ~~new~~number ~~products. In~~of ~~the~~known ~~comparable~~and ~~2010~~unknown ~~period~~risks $1and uncertainties that could cause our actual results,~~301,000~~ ~~was~~performance ~~used~~or ~~for~~achievements ~~capital~~to ~~expenditures~~differ ~~and~~materially afrom ~~net~~those ~~payment~~described or implied in the forward-looking statements as a result of ~~$150~~several factors,~~000~~ ~~(after~~including, ~~redeeming~~but anot $7limited to,~~000~~ those factors discussed below,~~000~~ ~~certificate~~in ofour ~~deposit)~~Annual ~~was~~Report ~~made~~on Form 10-K for the ~~acquisition~~year ofended December 31, 2011, and in other filings made from time to time with the ~~Copper~~Securities ~~Products~~and ~~Division~~Exchange Commission. Among those factors are:

Financing activities in the 2011 nine month period provided cash of $14,000, primarily from $52,000 of proceeds from stock option exercises, partially offset by $38,000 of restricted shares purchased from employees. There was no cash provided by or used in financing activities in the first nine months of 2010.18

InRelating December 2010, we entered into a bank credit agreement (the “credit agreement”) which replaced a $5,000,000 facility that was expiring. Under the credit agreement, which expires December 31, 2013, we are entitled to ~~borrow~~our ~~from~~overall the bank up to $5,000,000 in the aggregate which is limited to a borrowing base which, in general, is equal to 80% of eligible accounts receivable (as defined), plus the lesser of 30% of eligible inventory (as defined, generally to include, with certain exceptions, inventories at the Company’s continental United States warehouse), after certain reserves, or $1,500,000.business:

As· ofexposure ~~September~~to ~~30,~~increases ~~2011,~~in ~~our borrowing base exceeded $5,000,000. Loans under~~ the ~~credit~~cost ~~agreement~~of ~~mature~~our ~~on December 31~~products, ~~2013. On~~including ~~April~~increases ~~12,~~in ~~2011, we borrowed $3,000,000 under~~ the ~~credit~~cost ~~agreement~~of ~~which~~our ~~was~~petroleum-based ~~fully~~plastic ~~repaid~~products ~~prior~~and toprecious ~~September 30, 2011.~~metals;

~~Outstanding~~· ~~loans~~general ~~under~~economic ~~the~~and ~~credit~~business ~~agreement bear interest~~conditions, atespecially ~~our option, either at (a) the bank's prime rate, provided that the prime rate shall not be less than an adjusted one-month London Interbank Offered Rate (“LIBOR”) (~~as ~~defined~~they inpertain ~~the credit agreement), or (b) under a formula based on LIBOR plus 1.85% per annum. At September 30, 2011 the interest rate applicable~~ to ~~borrowings under~~ the ~~credit~~telecommunications ~~agreement was 2.07% per annum. We also pay a commitment fee equal to 0.25% per annum on the average daily unused portion of the credit facility.~~industry;

19· potential changes in customers’ spending and purchasing policies and practices, which are affected by customers’ internal budgetary allotments that have been, and may continue to be, impacted by the current economic climate;

~~Our~~· ~~obligations~~pressures ~~under~~from ~~the~~customers ~~credit~~to ~~agreement~~reduce ~~are~~pricing ~~collateralized~~without byachieving ~~all~~a ofcommensurate ~~our~~reduction ~~accounts~~in ~~receivable and inventory, and are also guaranteed by one of our subsidiaries.~~costs;

~~The~~· ~~credit agreement contains various covenants, including financial covenants and covenants that prohibit or limit a variety of actions without the bank's consent. These include covenants that prohibit~~ our ~~payment~~ability ofto ~~dividends~~market and ~~limit~~sell ~~our~~products ~~ability~~ to ~~repurchase~~new ~~stock,~~markets ~~incur~~beyond or guarantee indebtedness, create liens, purchase all or a substantial part of the assets or stock of another entity, other than certain permitted acquisitions, create or acquire any subsidiary, or substantially change our ~~business.~~principal The credit agreement requires us to maintain, as of the end of each fiscal quarter, tangible net worth and subordinated debt of at least $28,500,000, a ratio of net income before interest expense and income taxes for the 12copper-~~month~~based ~~period~~telephone ~~ending~~operating ~~with~~company ~~such~~(“Telco”) ~~fiscal~~market ~~quarter~~which tohas ~~interest~~been ~~expense~~declining ~~for~~over the ~~same~~last ~~period~~several ofyears atdue ~~least~~principally ~~2.25~~ to ~~1.00, and a ratio of total liabilities, excluding accounts payable in~~ the ~~ordinary~~impact ~~course~~ of ~~business,~~alternate accrued expenses or losses and deferred revenues or gains, to net income before interest expense, income taxes, depreciation and amortization for the 12-month period ending with the fiscal quarter for which compliance is being determined of not greater than 2.5 to 1.0. As of September 30, 2011, we were in compliance with all financial covenants in the amended agreement.technologies;

We· ~~believe~~our ~~that~~ability ~~existing~~to ~~cash,~~timely ~~together~~develop ~~with~~products ~~internally generated funds~~ and ~~the~~adapt ~~remaining availability under~~ our ~~line~~products ofto ~~credit~~address ~~will~~technological bechanges, ~~sufficient~~including ~~for~~changes ~~our~~in ~~working capital requirements and capital expenditure needs for at least the next twelve months and meet~~ our ~~long-term~~principal ~~liquidity needs.~~market;

~~Seasonality~~· the ability of our contract manufacturer to obtain raw materials and components used in manufacturing our products;

~~Our~~· ~~operations~~competition ~~are~~in ~~subject to seasonal variations primarily due to the fact that~~ our principal ~~products,~~market ~~NIDs, are typically installed on the side of homes. During the hurricane season, sales may increase depending upon the severity~~ and ~~location~~new ofmarkets ~~hurricanes~~into ~~and~~which ~~the~~we number of NIDs that are damaged and need replacement. Conversely, during winter months when severe weather hinders or delays the Telco's installation and maintenance of their outside plant network, NID sales have been ~~adversely~~seeking ~~affected~~to ~~until replacements can be installed, at which time sales may increase.~~expand;

~~Off~~· ~~Balance~~our ~~Sheet~~dependence ~~Financing~~on, and ability to retain, our “as-ordered” general supply agreements with certain of our principal customers, our ability to receive orders under such general supply agreements and our ability to win new contracts;

We· ~~have~~our nodependence ~~off-balance~~on ~~sheet~~third ~~contractual~~parties ~~arrangements,~~for ascertain ~~that~~product ~~term is defined in Item 303(a)(4) of Regulation S-K.~~development;

~~Critical~~· ~~Accounting~~our ~~Policies,~~dependence ~~Estimates~~on our contract manufacturer for most of the production of our products and ~~Judgments~~for obtaining the components needed for the production of our products;

~~Our~~· ~~consolidated~~the ~~financial~~potential ~~statements~~effects ~~have been prepared in accordance with U.S. generally accepted accounting principles. The preparation~~ of ~~these~~our ~~financial~~contract ~~statements~~manufacturer ~~requires~~producing ~~management~~most ~~to make estimates and judgments. A summary~~ of our ~~most~~products ~~critical accounting policies can be found~~ in ~~the~~China ~~Management’s Discussion~~ and ~~Analysis~~Mexico, ofincluding ~~Financial~~that ~~Condition and Results of Operation section of our Annual Report~~ on ~~Form 10~~-Ktime ~~for~~delivery ~~year~~could ~~ended~~be ~~December~~interrupted ~~31, 2010,~~ as ~~filed~~a ~~with~~result ~~the~~of ~~Securities~~third ~~Exchange~~party ~~Commission~~labor ~~on March 31~~disputes, ~~2011. We~~political ~~regularly~~factors ~~evaluate~~or ~~items~~shipping ~~which~~disruptions, ~~may~~quality ~~impact~~control ~~our~~and ~~critical~~exposure ~~accounting~~to ~~estimates~~changes ~~and~~in ~~judgments. During~~costs, ~~the~~including ~~three~~wages, ~~months~~and ~~ended~~changes ~~September~~in ~~30,~~the ~~2011,~~valuation weof ~~did~~the ~~not~~Chinese ~~change~~Yuan ~~our~~and ~~critical~~Mexican ~~accounting policies.~~Peso;

~~Recently~~· ~~Issued~~weather ~~But~~and ~~Not~~similar ~~Yet~~conditions, ~~Adopted~~including ~~Accounting~~the ~~Pronouncements~~effect of typhoons or hurricanes on our contract manufacturer’s facilities in China and Mexico, which can disrupt production;

In· ~~June 2011,~~ the ~~FASB~~effect ~~issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation~~ of ~~Comprehensive~~hurricanes ~~Income. The~~in ~~provisions of ASU 2011-05 provide that an entity that reports items of other comprehensive income has~~ the ~~option~~United toStates ~~present~~which ~~comprehensive~~can ~~income~~affect ~~as (i) a single statement that presents~~ the ~~components~~demand offor ~~net~~our ~~income~~products and ~~total net income,~~ the ~~components~~effect of ~~other~~harsh ~~comprehensive~~winter ~~income~~conditions ~~and total other comprehensive income, and a total for comprehensive income or (ii)~~ in ~~a two-statement approach, whereby an entity must present~~ the ~~components~~United ofStates ~~net~~which ~~income~~can ~~and~~temporarily ~~total~~disrupt ~~net income in~~ the ~~first~~installation ~~statement and that statement is immediately followed by a financial statement that presents the components~~ of ~~other~~certain ~~comprehensive income, a total for other comprehensive income, and a total for comprehensive income. The option in current GAAP that permits the presentation~~ of ~~other~~our ~~comprehensive~~products ~~income~~by in the statement of stockholders’ equity has been eliminated. ASU 2011-05 is to be applied retrospectively and early adoption is permitted. ASU 2011-05 is effective for the Company on January 1, 2012. We have not yet determined which presentation method we will adopt.Telcos;

In· ~~September 2011,~~our ~~the~~ability ~~FASB issued ASU No. 2011-08, “Intangibles — Goodwill and Other (Topic 350): Testing Goodwill for Impairment” (“ASU 2011-08”) related~~ to ~~goodwill~~attract impairment guidance. This ASU gives an option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If after assessing all events and ~~circumstances,~~retain antechnologically ~~entity~~qualified determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the performance of the two-step impairment test is unnecessary. The effective date is for fiscal years beginning after December 15, 2011. We will adopt the ASU on January 1, 2012.personnel;

20· the availability of financing on satisfactory terms.

~~Forward-Looking~~Relating ~~Statements~~to our Recent Acquisitions:

~~Certain~~• ~~statements~~our inability ~~this~~to ~~Report~~successfully ~~are~~complete ~~"forward-looking statements" within~~ the ~~meaning~~integration of the Private Securities Litigation Reform Act of 1995. When used in this Report, words such as "may," "should," "seek," "believe," "expect," "anticipate," "estimate," "project," "intend," "strategy" and similar expressions are intended to identify forward-looking statements regarding events, conditions and financial trends that may affect our ~~future~~recently ~~plans,~~acquired ~~operations~~businesses, business strategies, operating results and financial position. Forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause our actual results, performance or achievements to differ materially from those described or implied in the forward-looking statements as a result of several factors, including, ~~but~~their ~~not limited to~~products, ~~those~~sales ~~factors~~forces ~~discussed~~and ~~below,~~employees ininto our ~~Annual Report on Form 10-K for the year ended December 31, 2010, and in other filings made from time to time with the Securities and Exchange Commission. Among those factors are:~~business;

~~Relating~~• our ability to penetrate the markets and customers of the acquired products with our ~~overall~~products, ~~business:~~and to penetrate our existing markets with the recently acquired products;

·• ~~exposure~~our ability to ~~increases~~execute inour ~~the~~plans ~~cost~~with of our ~~products,~~contract ~~including~~manufacturer ~~increases~~to inimprove ~~the~~gross ~~cost~~margins of ~~our~~the ~~petroleum-based plastic~~ products ~~and~~of ~~precious~~the ~~and~~acquired ~~semi-precious~~Copper ~~metals~~Products Division;

·• ~~general~~the ~~economic~~stability ~~and~~of ~~business~~the ~~conditions,~~Pound ~~especially~~Sterling asand ~~they~~Mexican ~~pertain~~Peso relative to the ~~telecommunications~~U.S. ~~industry;~~dollar exchange rate.

·Risk ~~potential~~Related ~~changes in customers’ spending and purchasing policies and practices, which are effected by customers’ internal budgetary allotments that have been, and may continue~~ to ~~be,~~Proposed ~~impacted by the current economic climate;~~Merger:

·• ~~pressures~~We ~~from~~will ~~customers~~record a significant charge to ~~reduce~~earnings ~~pricing~~related ~~without~~to ~~achieving~~the alegal ~~commensurate~~and ~~reduction~~other inprofessional ~~costs;~~expenses we have incurred and expect to continue to incur related to the proposed acquisition of us by Kelta, Inc.

·• ~~our~~The ~~ability~~effect toof ~~market~~the ~~and~~announcement ~~sell~~of ~~products~~the toproposed ~~new~~acquisition ~~markets~~on ~~beyond~~ our ~~principal~~relations ~~copper-based~~with ~~telephone~~customers ~~operating~~and ~~company (“Telco”) market which has been declining over the last several years, due principally to the impact of alternate technologies;~~employees.

·We ~~our~~undertake ~~ability~~no obligation to ~~timely~~update ~~develop~~any forward-looking ~~products~~statement ~~and adapt our products~~ to ~~address~~reflect ~~technological~~events ~~changes,~~after ~~including~~the ~~changes~~date inof ~~our~~this ~~principal market;~~Report.

~~· the ability of our contract manufacturer to obtain raw materials and components used in manufacturing our products;~~19

·Item ~~competition~~3 inQuantitative ~~our principal market~~ and ~~new~~Qualitative Disclosures ~~markets~~About ~~into~~Market ~~which we have been seeking to expand;~~Risk

·We are exposed to market risks, including changes in interest rates. The interest payable under our ~~dependence~~credit onfacility, ~~and~~under ~~ability~~which tothere ~~retain~~were no borrowings outstanding as of March 31, ~~our~~2012, “but as~~-ordered”~~ ~~general~~to ~~supply~~which ~~agreements~~we ~~with~~had ~~certain~~$3,000,000 of ~~our~~outstanding ~~principal~~borrowing ~~customers~~from April 2011 until September 2011, is based on a specified bank’s prime interest rate or LIBOR and, ~~our~~therefore, ~~ability~~is affected by changes in market interest rates. Historically, the effects of movements in the market interest rates have been immaterial to ~~win~~our ~~new~~operating ~~contracts;~~results, as we have not borrowed to any significant degree.

·Our ~~our~~products ~~dependence~~contain ona ~~third~~significant ~~parties~~amount of ~~for~~plastic that is petroleum based, as well as certain ~~product~~precious ~~development;~~metals, in particular copper, gold and steel. We import most of our products from our contract manufacturer, principally in China and Mexico. Therefore, increased costs in either petroleum or these precious metals can increase the cost of our products.

·Other ~~our~~than ~~dependence~~sales ongenerated ~~products~~by our subsidiaries in England and ~~product~~Mexico, ~~components~~we ~~from~~require ~~our~~foreign ~~China~~sales to be paid in U.S. currency, and ~~Mexico~~we are billed by our contract manufacturer in U.S. currency. However, ~~including~~assets, ~~on-time~~liabilities ~~delivery~~and ~~that~~revenues ~~could~~generated beby ~~interrupted~~our assubsidiaries ain ~~result~~England ofand ~~third~~Mexico ~~party~~are ~~labor~~denominated ~~disputes,~~in the ~~political~~Pound ~~factors~~Sterling orand ~~shipping~~Mexican ~~disruptions~~Pesos, ~~quality~~respectively, ~~control~~and, accordingly, fluctuations in the exchange rate of these currencies could have a material impact on our financial position and ~~exposure~~results toof ~~changes~~operations. Additionally, since our contract manufacturer is based in ~~costs,~~China ~~including~~and ~~wages~~Mexico, ~~and~~the cost of our products could be affected by changes in the valuation of the Chinese Yuan and Mexican Peso;, respectively, and wage increases in these regions.

·Historically, ~~weather~~we ~~and~~have ~~similar~~not ~~conditions,~~purchased ~~including~~or entered ~~the~~into ~~effect~~interest ofrate ~~typhoons~~swaps or ~~hurricanes~~future, onforward, ~~our~~option ~~contract~~or ~~manufacturer’s~~other ~~facilities~~instruments designed to hedge against changes in ~~China~~interest rates, ~~and~~the ~~Mexico~~price of materials used in the manufacturing of the products we sell, ~~which~~or ~~can~~the ~~disrupt~~value ~~production;~~of foreign currencies.

·Item ~~the~~4 ~~effect~~Controls ~~of hurricanes in the United States which can affect the demand for our products~~ and ~~the effect of harsh winter conditions in the United States which can temporarily disrupt the installation of certain of our products by Telcos;~~Procedures

·Evaluation ~~our~~of ~~ability~~Disclosure toControls ~~attract~~ and ~~retain technologically qualified personnel; and~~ Procedures

·As of the ~~availability~~end of ~~financing~~the period covered by this Report, our management, with the participation of our President and Principal Executive Officer and our Vice President-Finance and Principal Financial Officer, evaluated the effectiveness of our “disclosure controls and procedures,” as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on ~~satisfactory~~that ~~terms~~evaluation, these officers concluded that, as of March 31, 2012, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our periodic filings under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including those officers, to allow timely decisions regarding required disclosure. It should be noted that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures to disclose material information otherwise required to be set forth in our periodic reports.

~~Relating~~Changes toin ~~our~~Internal ~~Recent~~Control ~~Acquisitions:~~Over Financial Reporting

•There has been no change in our ~~ability~~internal control toover ~~successfully~~financial ~~complete~~reporting that occurred during the ~~integration~~quarter ofcovered ~~our~~by ~~recently~~this ~~acquired~~Report ~~businesses,~~that ~~including~~has ~~their~~materially ~~products~~affected, ~~sales~~or ~~forces~~is ~~and~~reasonably likely ~~employees~~to ~~into~~materially affect, our ~~business;~~internal control over financial reporting.

2120

•PART ~~our~~II. ~~ability~~OTHER ~~to retain the general supply agreements of the acquired Copper Products Division with two significant customers;~~INFORMATION

•Item ~~our~~6. ~~ability to penetrate the markets and customers of the acquired products with our products, and to penetrate our existing markets with the recently acquired products;~~Exhibits

• our ability to execute our plans with our contract manufacturer to improve gross margins of the products of the acquired Copper Products Division;

4(a)(5)	Amendment, dated as of March 28, 2012, to Line of Credit Note and Credit Agreement between JPMorgan Chase Bank, N.A. and us.

31(a)	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31(b)	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32(a)	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32(b)	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxanomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxanomy Extension Definition Linkbase Document

101.LAB	XBRL Taxanomy Extension Label Linkbase Document

101.PRE	XBRL Taxanomy Extension Presentation Linkbase Document

~~• the stability of the Pound Sterling and Mexican Peso relative to the U.S. dollar exchange rate.~~21

~~We undertake no obligation to update any forward-looking statement to reflect events after the date of this Report.~~SIGNATURES

~~Item~~Pursuant ~~3 Quantitative~~to ~~and~~the ~~Qualitative~~requirements ~~Disclosures~~of ~~About~~the ~~Market~~Securities ~~Risk~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

We are exposed to market risks, including changes in interest rates. The interest payable under our credit facility, under which there were no borrowings outstanding as of September 30, 2011, is based on a specified bank’s prime interest rate and, therefore, is affected by changes in market interest rates. In recent years, the effects of movements in the market interest rates have been immaterial.

	TII NETWORK TECHNOLOGIES, INC.

Date: May 15, 2012	By:	/s/ Stacey L. Moran
		Stacey L. Moran
		Vice President-Finance, Treasurer and
		Chief Financial Officer

Our products contain a significant amount of plastic that is petroleum based, as well as certain precious and semi-precious metals, in particular copper, gold and steel. We import most of our products from contract manufacturers, principally in China and Mexico. Therefore, increased costs in either petroleum or these metals can increase the cost of our products.22

~~Other~~Exhibit than sales generated by our subsidiaries in England and Mexico, we require foreign sales to be paid in U.S. currency, and we are billed by our contract manufacturers in U.S. currency. However, assets, liabilities and revenues generated by our subsidiaries in England and Mexico are denominated in the Pound Sterling and Mexican Pesos, respectively, and, accordingly, fluctuations in the exchange rate of these currencies could have a material impact on our financial position and results of operations. Additionally, since our contract manufacturer is based in China and Mexico, the cost of our products could be affected by changes in the valuation of the Chinese Yuan and Mexican Peso, respectively, and wage increases in these countries.Index

Historically, we have not purchased or entered into interest rate swaps or future, forward, option or other instruments designed to hedge against changes in interest rates, the price of materials used in the manufacturing of the products we sell, or the value of foreign currencies.

4(a)(5)	Amendment, dated as of March 28, 2012, to Line of Credit Note and Credit Agreement between JPMorgan Chase Bank, N.A. and us.

31(a)	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31(b)	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32(a)	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32(b)	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxanomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxanomy Extension Definition Linkbase Document

101.LAB	XBRL Taxanomy Extension Label Linkbase Document

101.PRE	XBRL Taxanomy Extension Presentation Linkbase Document

~~Item 4 Controls and Procedures~~23

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Report, our management, with the participation of our Interim President and Principal Executive Officer and our Vice President-Finance and Principal Financial Officer, evaluated the effectiveness of our “disclosure controls and procedures,” as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, these officers concluded that, as of September 30, 2011, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our periodic filings under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including those officers, to allow timely decisions regarding required disclosure. It should be noted that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within us to disclose material information otherwise required to be set forth in our periodic reports.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the quarter covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 6. Exhibits

Exhibit No.		Description
10(a)(1)		Letter Agreement, dated September 8, 2011, between the Company and Stacey L. Moran
10(a)(2)		Termination Severance Agreement, dated September 16, 2011, between the Company and Stacey L. Moran
31(a)		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(b)		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32(a)		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32(b)		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxanomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxanomy Extension Definition Linkbase Document
101.LAB		XBRL Taxanomy Extension Label Linkbase Document
101.PRE		XBRL Taxanomy Extension Presentation Linkbase Document

SIGNATURES

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.

	TII NETWORK TECHNOLOGIES, INC.
Date: November 14, 2011	By:	/s/ Stacey L. Moran
		Stacey L. Moran
		Vice President-Finance, Treasurer and
		Chief Financial Officer

Exhibit Index

Exhibit No.		Description
10(a)(1)		Letter Agreement, dated September 8, 2011, between the Company and Stacey L. Moran
10(a)(2)		Termination Severance Agreement, dated September 16, 2011, between the Company and Stacey L. Moran
31(a)		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(b)		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32(a)		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32(b)		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxanomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxanomy Extension Definition Linkbase Document
101.LAB		XBRL Taxanomy Extension Label Linkbase Document
101.PRE		XBRL Taxanomy Extension Presentation Linkbase Document

Filing Compare · TII NETWORK TECHNOLOGIES, INC.