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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL QUARTER ENDED MARCH 31, 1997, OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER: 0-26952
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SYNC RESEARCH, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 33-0676350
(State or other jurisdiction
of (I.R.S. Employer
incorporation or organization) Identification No.)
40 PARKER
IRVINE, CA 92618
(Address of principal executive offices)
Registrant's telephone number, including area code: (714) 588-2070
------------------------
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, as amended (the "Exchange Act") during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports) and
(2) has been subject to such filing requirements for the past 90 days.
YES _X_ NO ___
As of April 16, 1997, 17,093,150 shares of the Registrant's Common Stock
were issued and outstanding.
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SYNC RESEARCH, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
---------
<S> <C> <C>
Part I. Financial Information......................................................................... 3
Item 1. a) Condensed consolidated balance sheets at March 31, 1997 (unaudited) and December 31,
1996...................................................................................... 3
b) Condensed consolidated statements of operations (unaudited) for the three month periods
ended March 31, 1997 and March 31, 1996................................................... 4
c) Condensed consolidated statements of cash flows (unaudited) for the three-month periods
ended March 31, 1997 and March 31, 1996................................................... 5
d) Notes to condensed consolidated financial statements...................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations......... 8
Part II. Other Information............................................................................. 19
</TABLE>
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SYNC RESEARCH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
ASSETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
----------- ------------
<S> <C> <C>
(UNAUDITED)
Current assets:
Cash and cash equivalents........................................................... $ 26,276 $ 35,874
Short-term investments.............................................................. 3,935 --
Accounts and other receivables, net................................................. 4,971 7,587
Inventories......................................................................... 7,167 7,139
Prepaid expenses and other current assets........................................... 797 479
----------- ------------
Total current assets.................................................................. 43,146 51,079
Furniture, fixtures and equipment, net................................................ 5,010 4,570
Other assets.......................................................................... 43 43
----------- ------------
Total assets...................................................................... $ 48,199 $ 55,692
----------- ------------
----------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities............................................ $ 5,099 $ 5,902
Bank borrowings and current maturities of capitalized
lease obligations................................................................. 46 841
----------- ------------
Total current liabilities............................................................. 5,145 6,743
Capitalized lease obligations, less current maturities................................ 142 146
Stockholders' equity:
Common stock, $.001 par value:
Authorized shares--50,000
Issued and outstanding shares--16,983 at March 31, 1997 and 16,946 at December 31,
1996.............................................................................. 17 17
Additional paid-in capital.......................................................... 71,638 71,385
Deferred compensation............................................................... (121) (156)
Accumulated deficit................................................................. (28,622) (22,443)
----------- ------------
Total stockholders' equity............................................................ 42,912 48,803
----------- ------------
Total liabilities and stockholders' equity............................................ $ 48,199 $ 55,692
----------- ------------
----------- ------------
</TABLE>
See accompanying notes.
3
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SYNC RESEARCH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1997 1996
--------- ---------
<S> <C> <C>
Net revenues................................................................................ $ 5,082 $ 9,095
Cost of sales............................................................................... 3,469 5,594
--------- ---------
Gross profit.............................................................................. 1,613 3,501
Operating expenses:
Research and development.................................................................. 2,198 1,627
Selling and marketing..................................................................... 4,234 3,119
General and administrative................................................................ 1,325 970
Severance and lease rationalization costs................................................. 506 --
--------- ---------
Total operating expenses.................................................................. 8,263 5,716
--------- ---------
Operating loss.............................................................................. (6,650) (2,215)
Other income, net........................................................................... 471 642
--------- ---------
Net loss.................................................................................... $ (6,179) $ (1,573)
--------- ---------
--------- ---------
Net loss per share.......................................................................... $ (0.36) $ (0.12)
--------- ---------
--------- ---------
Shares used in computing net loss per share................................................. 16,983 15,996
--------- ---------
--------- ---------
</TABLE>
See accompanying notes.
4
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SYNC RESEARCH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1997 1996
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss................................................................................ $ (6,179) $ (1,573)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization......................................................... 405 223
Provision for losses on accounts receivable........................................... 115 9
Deferred compensation expense......................................................... 35 92
Changes in operating assets and liabilities........................................... 1,352 (395)
---------- ----------
Net cash used in operating activities..................................................... (4,272) (1,644)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of marketable securities, net................................................. (3,935) (18,570)
Purchases of furniture, fixtures and equipment.......................................... (820) (620)
---------- ----------
Net cash used in investing activities..................................................... (4,755) (19,190)
CASH FLOWS FROM FINANCING ACTIVITIES
Net bank borrowings (repayments)........................................................ (802) 769
Payments on capitalized lease obligations............................................... (22) (5)
Proceeds from common stock options exercised............................................ 96 33
Proceeds from employee stock purchase plan.............................................. 157 38
Net proceeds from issuance of common stock.............................................. -- (19)
---------- ----------
Net cash provided by (used in) financing activities....................................... (571) 816
---------- ----------
Net decrease in cash and cash equivalents................................................. (9,598) (20,018)
Cash and cash equivalents at beginning of period.......................................... 35,874 50,683
---------- ----------
Cash and cash equivalents at end of period................................................ $ 26,276 $ 30,665
---------- ----------
---------- ----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid........................................................................... $ 11 $ 15
---------- ----------
---------- ----------
Income taxes paid....................................................................... $ 1 $ 40
---------- ----------
---------- ----------
</TABLE>
See accompanying notes.
5
<PAGE>
SYNC RESEARCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
ITEM 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. BASIS OF PRESENTATION
On August 23, 1996, Sync Research, Inc. ("Sync" or the "Company") acquired
TyLink Corporation ("TyLink"), pursuant to a merger (the "Merger") of a
wholly-owned subsidiary of the Company with and into TyLink. In the Merger, the
Company exchanged 2,148,168 shares of its common stock for all of the
outstanding shares of TyLink common and Series A preferred stock and reserved
423,155 shares of Sync common stock for issuance upon exercise of TyLink
options, which were assumed by the Company. In addition, Sync acquired all of
the issued and outstanding Series B preferred stock for $4 million in cash and
208,677 shares of Sync common stock. The merger has been accounted for as a
pooling of interests. Accordingly, the accompanying financial statements reflect
the combination of Sync and Tylink for all periods presented.
The condensed consolidated balance sheets as of March 31, 1997, the
condensed consolidated statements of operations for the three months ended March
31, 1997 and 1996 and the condensed consolidated statements of cash flows for
the three month periods ended March 31, 1997 and 1996 have been prepared without
audit. In the opinion of management, the unaudited financial statements include
all adjustments (consisting of normal recurring adjustments) necessary to
present fairly the financial position at March 31, 1997, the results of
operations for the three months ended March 31, 1997 and 1996 and cash flows for
the three months ended March 31, 1997 and 1996. The condensed financial
statements should be read in conjunction with the audited financial statements
of Sync Research, Inc. and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1996. The results of operations for
the three months ended March 31, 1997 are not necessarily indicative of the
operating results to be expected for the full year.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the accompanying financial
statements. Actual results could differ from those estimates.
2. CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
The Company invests its excess cash in money market funds and debt
instruments of U.S. corporations with strong credit ratings. The Company has
established guidelines with respect to the diversification and maturities in
order to maintain safety and liquidity. The Company considers all highly liquid
investments with an original maturity of three months or less to be cash
equivalents. The Company considers investments with original maturities between
three and twelve months to be short-term investments. Management determines the
appropriate classification of such securities at the time of purchase and
reevaluates such classification as of each balance sheet date. Based on its
intent, the Company's investments are classified as available-for-sale and are
carried at fair value, with unrealized gains and losses, net of tax, reported as
a separate component of stockholders' equity. The investments are adjusted for
amortization of premiums and discounts to maturity and such amortization is
included in interest income. Realized gains and losses and declines in value
judged to be other than temporary are determined based on the specific
identification method and are reported in the consolidated statements of
operations. There were no significant unrealized gains or losses at March 31,
1997.
6
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SYNC RESEARCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
3. INVENTORIES
Inventories consist primarily of computer hardware and components and are
stated at the lower of cost (first-in, first-out) or market as follows (in
thousands):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
----------- -------------
<S> <C> <C>
Raw Materials....................................................... $ 3,073 $ 3,973
Work in Process..................................................... 1,390 1,043
Finished Goods...................................................... 2,704 2,123
----------- ------
$ 7,167 $ 7,139
----------- ------
----------- ------
</TABLE>
4. PER SHARE INFORMATION
Net loss per common share is computed using the weighted average number of
common shares and common share equivalents outstanding during the periods
presented. Common share equivalents result from the dilutive effect, if any, of
outstanding options and warrants to purchase common stock, except that for
periods prior to the Company's initial public offering, pursuant to the
requirements of the Securities and Exchange Commission (SEC), common shares
issued by Sync during the twelve months immediately preceding its initial public
offering which was completed on November 10, 1995, plus the number of equivalent
shares resulting from stock options and warrants granted during this period,
have been included in the calculation of the shares used in computing net loss
per share as if they were outstanding for all periods presented (using the
treasury stock method and the estimated public offering price in calculating
equivalent shares). The weighted average number of common shares outstanding for
all periods also reflects the issuance of .1576 shares of the Company's common
stock for each share of TyLink Series A preferred and common stock. Net loss
applicable to common and common equivalent shares reflects the accretion of
dividends and liquidation value related to the mandatorily redeemable preferred
stock. Such accretion aggregated $291,000 during the three months ended March
31, 1996.
5. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In February 1997, Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" was issued and is effective for interim and annual periods
ended after December 15, 1997. The statement requires presentation of both basic
and diluted earnings per share. As a result of the Company's net loss, basic and
diluted earnings per share will not differ materially from the earnings per
share amounts in the accompanying financial statements.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the unaudited
condensed consolidated financial statements and notes thereto included in Part
I--Item 1 of this Quarterly Report. In addition, except for the historical
statements contained therein, the following discussion contains forward-looking
statements. The Company wishes to alert readers that the factors set forth in
the Company's Annual Report on Form 10-K for the year ended December 31, 1996,
and in the section of this Item 2 titled "Additional Factors That May Affect
Future Results," as well as other factors, could in the future affect, and in
the past have affected, the Company's results. The Company's actual results for
future periods could differ materially from those expressed in any
forward-looking statements made by or on behalf of the Company.
OVERVIEW
Sync commenced operations in 1981 and funded operations through 1988 with
revenue from communications software consulting and custom product development
for equipment vendors and large end users. The Company shipped its first
commercial WAN product in 1989. In 1991, Sync released its first ConversionNode
and frame relay access products. The Company expanded its operations in late
1992 and 1993 in anticipation of an expanding market for Sync's WAN access
products. The Company implemented a work-force reduction in late 1993, when the
market for the Company's products was slower to develop than expected and when
anticipated increased sales were not realized. The Company continued its
historical emphasis on identifying potential channel partners, educating
potential and existing channel partners and other resellers and supporting sales
efforts of these resellers. As a result of these activities, in 1994 and early
1995, the Company entered into relationships with several additional channel
partners. Sales through channel partners and other resellers increased as the
market for the Company's products began to grow significantly in 1994. The
Company currently maintains OEM, marketing and sales arrangements with
communications and networking companies such as International Business Machines
("IBM") and 3Com Corporation ("3Com"), as well as carriers such as Sprint, MCI
and Ameritech. In the first half of 1995, the Company added significant senior
management personnel. In addition, in order to support the anticipated growth in
its business, the Company began expanding its operations and increased its
manufacturing capacity through the expansion of its relationships with contract
manufacturers and internal manufacturing resources.
On August 23, 1996, Sync acquired TyLink, pursuant to a merger of a
wholly-owned subsidiary of the Company with and into TyLink. In the merger, the
Company exchanged 2,148,168 shares of its common stock for all of the
outstanding shares of TyLink common and Series A preferred stock and reserved
423,155 shares of Sync common stock for issuance upon exercise of TyLink
options, which were assumed by the Company. In addition, Sync acquired all of
the issued and outstanding Tylink Series B preferred stock for $4 million in
cash and 208,677 shares of Sync common stock. The merger has been accounted for
as a pooling of interests. Accordingly, the accompanying financial statements
reflect the combination of Sync and TyLink for all periods presented.
In March 1997, the Company implemented significant expense reductions,
including a reduction in force and certain lease terminations, with the goal of
enabling the Company to achieve profitability at lower revenue levels. There can
be no assurance that Sync's products will achieve significant market
penetration, either through its channel partners and other resellers or its
direct sales force, or that the Company will successfully introduce new and
enhanced products or compete effectively in its market, or that its efforts to
implement expense reductions will enable it to become profitable at lower
revenue levels, if at all.
RESULTS OF OPERATIONS
NET REVENUES
The Company derives its revenues primarily from sales of advanced wide-area
networking products, which are recognized upon shipment. The Company generally
does not have any significant remaining
8
<PAGE>
obligations upon shipment of its products. Product returns and sales allowances
are provided for at the date of sale. Service revenues from customer maintenance
fees for ongoing customer support and product updates, which have not been
material to date, are recognized ratably over the term of the maintenance
period, which is typically 12 months.
Net revenues for the first quarter of 1997 were $5.1 million, a decrease of
$4.0 million from the net revenues of $9.1 million for the quarter ended March
31, 1996. The lower net revenues for the first quarter of 1997 reflected
decreased sales of frame relay access products, older conversion products and
management products, as well as lower average selling prices. Net revenues from
sales of frame relay access products were $1.6 million in the first quarter of
1997 as compared to $3.9 million in the first quarter of 1996. The decrease in
net revenues from sales of frame relay access products reflected in part the
loss of Racal-Datacom, Inc. ("Racal") and Network Equipment Technologies, Inc.
("NET") as channel partners. Racal and NET made significant product purchases in
the first quarter of 1996, but have developed products and product strategies
that now place them in competition with the Company. Net revenues from sales of
SNMP and circuit management products were $0.9 million in the first quarter of
1997 as compared to $1.2 million in the quarter ended March 31, 1996. Net
revenues from sales of transmission products were $1.3 million for the quarter
ended March 31, 1997 or essentially equal to the sales level for these products
for the first quarter of 1996. Sales of the Company's frame relay access
products represented approximately 31.4% of total net revenues for the first
quarter of 1997 as compared to 42.3% for the prior year quarter. Sales of the
Company's management products represented 18.5% of net revenues in the first
quarter of 1997 as compared to 13.6% in the first quarter of 1996. Sales of the
Company's transmission products represented 24.8% of net revenues in the first
quarter of 1997 versus 14.2% in the quarter ended March 31, 1996. Sales of all
other products and services declined to 25.3% of net revenues in the quarter
ended March 31, 1997 versus 29.8% of net revenues for the prior year quarter, as
sales of older conversion products significantly declined. The Company expects
that average selling prices will continue to decline and that sales though
channel partners and other resellers will continue to account for a substantial
majority of net revenues, however, the mix of channel partners and other
resellers may change from period to period. Sales of frame relay access products
and circuit management products are expected to grow as a percentage of net
revenues and revenues from the sale of transmission and other products are
expected to decline.
GROSS PROFIT
Cost of sales primarily consists of purchased materials used in the assembly
of the Company's products and compensation paid to employees in the Company's
manufacturing organization. Gross profit decreased to $1.6 million for the
quarter ended March 31, 1997 from $3.5 million in the prior year quarter due
primarily to lower sales revenues and lower average selling prices. Gross profit
as a percentage of net revenues decreased to 31.7% for the quarter ended March
31, 1997 as compared to 38.5% for the quarter ended March 31, 1996 due primarily
to lower sales volume and lower average selling prices.
OPERATING EXPENSES
Research and development expenses primarily consist of compensation paid to
personnel, including consultants, engaged in research and development, amounts
paid for outside development services, costs of materials utilized in the
development of hardware products, including prototype units, and license fees
and other payments to acquire rights to technology. The Company expenses all
research and development costs as incurred. Research and development costs
increased to $2.2 million for the first quarter of 1997 as compared to $1.6
million for the first quarter of the prior year. The increased expenses in the
first quarter of 1997 were primarily due to the addition of personnel for the
development of new products and the continued enhancement of existing products.
The Company believes that significant research and development efforts are
necessary in order for it to compete in the evolving marketplace in which it
operates. As a result of the Company's expense reductions in March 1997,
research and development expenses are expected to be lower in the next few
quarters.
9
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Selling and marketing expenses consist primarily of base and incentive
compensation paid to sales and marketing personnel, travel and related expenses,
and costs associated with promotional and trade show activities. Selling and
marketing expenses increased to $4.2 million for the quarter ended March 31,
1997 as compared to $3.1 million in the quarter ended March 31, 1996. The
increased expenses principally reflected increased hiring and personnel-related
expenses associated with the build-up of the Company's sales organization. As a
result of the Company's expense reductions in March 1997, selling and marketing
are expected to be lower in the next few quarters.
General and administrative expenses consist primarily of compensation paid
to administrative personnel, payments to consultants and for professional
services, and costs incurred in recruiting senior management personnel. General
and administrative expenditures increased to $1.3 million for the first quarter
of 1997 as compared to $1.0 million for the quarter ended March 31, 1996. The
increased expenses were the result of additional personnel costs in the first
quarter of 1997. As a result of the Company's expense reductions in March 1997,
general and administrative are expected to be lower in the next few quarters.
Severance and lease rationalization costs include expenses related to the
reduction in employees and the elimination or reduction of certain lease
obligations undertaken at the end of March 1997. The estimated costs of these
actions were $0.5 million in the first quarter of 1997. There were no such
expenses in the prior year quarter ended March 31, 1996. As a result of these
actions, operating expenditures are expected to decrease until and unless
revenue momentum improves.
The Company recorded deferred compensation of $644,000 during 1995 for the
difference between the option exercise price or restricted stock price and the
deemed fair value of the Company's Common Stock for options granted and
restricted stock sold in 1995. The deferred compensation is being amortized to
operating expense and cost of sales over the related 48-month vesting period of
the shares and will therefore continue to have an adverse effect on the
Company's results of operations. Included in operating expenses and cost of
sales for the quarter ended March 31, 1997 were $35,000 of such expenses as
compared to $92,000 for the quarter ended March 31, 1996.
Net interest income was $0.5 million for the quarter ended March 31, 1997 as
compared to $0.6 million in the quarter ended March 31, 1996 as a result of
lower average cash balances.
INCOME TAXES
The provisions for income taxes in 1996 and 1995 represent minimum state
taxes and federal and state minimum taxes, respectively.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1997, the Company's principal sources of liquidity consisted
of $26.3 million of cash and cash equivalents, and $3.9 million of short-term
investments in high grade commercial paper with maturities of more than three
months. During the three months ended March 31, 1997, cash utilized by operating
activities was $4.3 million, compared to $1.6 million for the three months ended
March 31, 1996. Cash utilized during the three month period ended March 31, 1997
primarily reflected the Company's net loss, a reduction in accounts payable and
accrued liabilities and loan repayments of $6.1 million, $0.8 million and $0.8
million, respectively. These changes reflected the higher operating losses and
lower level of purchasing and related payables in the first three months of
1997. Capital expenditures during the first three months of 1997 were $0.8
million, compared to $0.6 million for the quarter ended March 31, 1996, which
reflected the purchase of computer hardware support for increased staffing, and
the establishment of improved hardware and software test capability.
During the first quarter of 1997, the Company paid in full indebtedness in
the principal amount of $0.8 million then outstanding under the Company's
existing bank line of credit. As a result of the first quarter losses, the
Company is not currently in compliance with certain financial covenants in the
loan agreement. The Company and bank are in the process of amending the loan
agreement to revise the financial covenants in line with current expectations.
10
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The Company entered into a new seven year real estate lease and relocated
its primary operations during the fourth quarter of 1996. Therefore, lease,
operating and maintenance costs will be greater in 1997 than in 1996.
The Company believes that its available cash and cash equivalents will be
sufficient to meet its working capital requirements at least through 1997.
ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS
The Company desires to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. Specifically, the Company
wishes to alert readers that, except for the historical information contained
therein, the previous discussion under "Results of Operations," and "Liquidity
and Capital Resources" constitutes forward-looking statements that are dependent
on certain risks and uncertainties which may cause actual results to differ
materially from those expressed in any forward-looking statements made by or on
behalf of the Company. The following is a description of certain of the major
risks and uncertainties.
HISTORY OF LOSSES; SIGNIFICANT FLUCTUATIONS IN OPERATING RESULTS; UNCERTAIN
PROFITABILITY
The Company has experienced operating losses since inception, with, in
recent years, operating losses of $1.2 million in 1994, $2.4 million in 1995,
$11.7 million in 1996 and $6.2 million for the three months ended March 31,
1997. As of March 31, 1997, the Company had an accumulated deficit of
approximately $28.6 million. The Company has experienced, and may in the future
experience, significant fluctuations in revenues and operating results from
quarter to quarter and from year to year due to a combination of factors.
Factors that have in the past caused, or may in the future cause, the Company's
revenues and operating results to vary significantly from period to period
include: the timing of significant orders; the relatively long length of the
sales cycles for certain of the Company's products; the market conditions in the
networking industry; the rate at which Tylink operations become integrated with
Sync operations; the timing of capital expenditures by Sync's target market
customers; competition and pricing in the industry; the Company's success in
developing, introducing and shipping new products; new product introductions by
the Company's competitors; announcements by IBM relating to products, services
or pricing relevant to the Company; the rate of migration of large IBM customers
to frame relay; production or quality problems; changes in material costs;
disruption in sources of supply; and general economic conditions. In addition,
revenues and gross margins may fluctuate due to the mix of distribution channels
employed and the mix of products sold. For example, the Company generally
realizes a higher gross margin on direct sales than on sales through its channel
partners and other resellers. Accordingly, as channel partners and other
resellers continue to account for a substantial majority of the Company's net
revenues, gross profit as a percentage of net revenues may decline.
The Company's future revenues are difficult to predict. Revenues and
operating results in any quarter depend on the volume and timing of, and the
ability to fulfill, orders received within the quarter. Sales of the Company's
products typically involve a sales cycle of several months or over a year from
the point of initial customer contact until receipt of the first system order,
and, in addition, the Company has in the past encountered, and may in the future
encounter, subsequent delays between initial orders and network-wide deployment.
There can be no assurance that average sales cycles will not increase in future
periods. Further, due to the Company's focus on its channel partner marketing
strategy, the Company's revenues in any period are highly dependent upon the
sales efforts and success of Sync's channel partners and other resellers, which
are not within the control of the Company. There can be no assurance that the
Company's channel partners and other resellers will give a high priority to the
marketing of the Company's products as compared to competitive products or
alternative networking solutions or that Sync's channel partners and other
resellers will continue to offer the Company's products. A significant portion
of the Company's expenses are relatively fixed in advance, based in large part
on the Company's forecasts of future sales. If sales are below expectations in
any given period, the adverse effect of a shortfall in sales on the Company's
11
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operating results may be magnified by the Company's inability to adjust spending
to compensate for such shortfall. The Company has in the past and may in the
future reduce prices or increase spending to respond to competition or to pursue
new product or market opportunities. Accordingly, there can be no assurance that
the Company will be able to attain or sustain profitability on a quarterly or an
annual basis. In addition, if the Company's operating results fall below the
expectations of public market analysts and investors, the price of the Company's
common stock would likely be materially and adversely affected.
DEPENDENCE ON THE IBM CUSTOMER BASE
The Company's products are targeted at the large installed base of IBM
customers utilizing SNA networks. Thus, the Company faces the risks associated
with a relatively concentrated customer base, including the possibility that
larger IBM customers may migrate to frame relay at a slower-than-expected rate,
if at all, and the possibility that IBM customers may purchase IBM-sponsored
frame relay products other than Sync products. There can be no assurance that
IBM will continue to support frame relay, that IBM will not develop or promote
SNA-over-frame relay products competitive with the Company's products, that the
relationship between the Company and IBM will be successful, that IBM will not
terminate the relationship or that IBM will not endorse the products of
competitors or networking solutions not offered by the Company. Any of these
events could have a material adverse effect on the Company's business, operating
results and financial condition.
UNCERTAIN MARKET ACCEPTANCE OF FRAME RELAY FOR MISSION-CRITICAL APPLICATIONS
The market for SNA-over-frame relay products is relatively new and still
evolving. The success of the Company and its channel partners in generating
significant sales of frame relay access products will depend in part on their
ability to educate end users about the benefits of the Company's technology and
convince end users to switch their mission-critical applications to frame relay.
In addition, broad acceptance of frame relay services will also depend upon the
tariffs for such services, which are determined by carriers. If the tariff
structure for dedicated leased lines becomes more favorable relative to tariffs
for a comparable network utilizing frame relay, the market for frame relay
networking products could be adversely affected. There can be no assurance that
the market will adopt frame relay for mission-critical applications to any
significant extent. The failure of such adoption to occur could have a material
adverse effect on the Company's business, operating results and financial
condition.
UNCERTAIN MARKET ACCEPTANCE OF THE COMPANY'S PRODUCTS; PRODUCT CONCENTRATION
The Company currently derives substantially all of its revenues from its
frame relay access, circuit management, transmission and other products and
expects that revenues from these products will continue to account for
substantially all of its revenues for the foreseeable future. Broad market
acceptance of, and continuing demand for, these products, is, therefore,
critical to the Company's future success. Factors that may affect the market
acceptance of the Company's products include the extent to which frame relay is
adopted for mission-critical applications, the availability and price of
competing products and technologies, announcements by IBM relating to products,
services or pricing relevant to the Company, the success of the sales efforts of
the Company and its resellers and tariff rates for carrier services. Moreover,
the Company's operating history in the WAN internetworking market and its
resources are limited relative to those of certain of its current and potential
competitors. The Company's future performance will also depend in part on the
successful development, introduction and market acceptance of new and enhanced
products. Failure of the Company's products to achieve market acceptance could
have a material adverse effect on the Company's business, operating results and
financial condition.
DEPENDENCE ON CHANNEL PARTNERS AND OTHER RESELLERS
The Company's channel partners and other resellers currently account, and
are expected to continue to account, for a substantial majority of the Company's
net revenues, including virtually all of its sales
12
<PAGE>
outside of the United States. Sales through channel partners and other resellers
accounted for 85.7%, 88.1%, and 79.6% of net revenues of the Company in 1996,
1995 and 1994, respectively. The Company currently maintains OEM, marketing and
sales arrangements with communications and networking companies such as IBM and
3Com, as well as carriers such as Sprint, Ameritech and MCI. The Company's
agreements with its channel partners and other resellers do not restrict the
sale of products that compete with those of the Company. In addition, these
agreements generally provide for discounts based on expected or actual volumes
of products purchased or resold by the reseller in a given period, do not
require minimum purchases, prohibit distribution of certain products by the
Company through certain categories of third parties under certain conditions and
provide manufacturing rights and access to source code upon the occurrence of
specified conditions or defaults.
Certain of the Company's channel partners offer alternative solutions,
designed by themselves or third parties, for SNA internetworking or have
pre-existing relationships with current or potential competitors of the Company.
Certain of the Company's channel partners have in the past developed competitive
products and terminated their relationships with the Company, and such
developments could occur in the future. Many of the Company's resellers offer
competitive products manufactured either by third parties or by themselves. For
example, NET and Racal, which accounted for, respectively, 6.6% and 4.4% of the
Company's net revenues in 1996, have developed competitive products and product
strategies. Moreover, the product lines acquired in the TyLink merger compete
with certain Racal products. Thus, Sync expects product revenues from NET and
Racal to continue to decline. Sales to 3Com accounted for 19.2%, 17.9% and 6.5%
of net revenues of the Company in 1996, 1995 and 1994, respectively. The Company
believes the relative amount of revenues derived from sales to 3Com will likely
decline as competitive products impact the conversion product business. During
1995, sales to Cabletron accounted for 11.2% of net revenues of the Company, but
sales to Cabletron have declined substantially, to 0.4% of net revenues of the
Company in 1996, and there can be no assurance that sales to Cabletron will
increase in the future.
The Company generally realizes a higher gross margin on direct sales than on
sales through its channel partners and other resellers. Accordingly, as channel
partners and other resellers continue to account for a substantial majority of
the Company's net revenues, gross profit as a percentage of net revenues may
decline. Each of the Company's channel partners or other resellers can cease
marketing the Company's products at the reseller's option, under certain
conditions, with limited notice and with little or no penalty. There can be no
assurance that the Company will retain its current channel partners or other
resellers or that it will be able to recruit additional or replacement channel
partners. The loss of one or more of the Company's channel partners or other
resellers could have a material adverse effect on the Company's business,
operating results and financial condition. In addition, there can be no
assurance that the Company's channel partners and other resellers will give
priority to the marketing of the Company's products as compared to competitive
products or alternative networking solutions or that Sync's channel partners and
other resellers will continue to offer the Company's products. Any reduction or
delay in sales of the Company's products by its channel partners could have a
material adverse effect on the Company's business, operating results and
financial condition.
RAPID TECHNOLOGICAL CHANGE AND NEW PRODUCTS
The market for the Company's products is characterized by rapidly changing
technology, evolving industry standards and frequent new product introductions.
The Company's success will depend to a substantial degree upon its ability to
develop and introduce in a timely fashion enhancements to its existing products
and new products that meet changing customer requirements and emerging industry
standards. The development of new, technologically advanced products is a
complex and uncertain process requiring high levels of innovation, as well as
the accurate anticipation of technological and market trends. There can be no
assurance that the Company will be able to identify, develop, manufacture,
market or support new products successfully, that such new products will gain
market acceptance or that the Company will be
13
<PAGE>
able to respond effectively to technological changes, emerging industry
standards or product announcements by competitors. In addition, the Company has
on occasion experienced delays in the introduction of product enhancements and
new products. There can be no assurance that in the future the Company will be
able to introduce product enhancements or new products on a timely basis.
Further, from time to time, the Company may announce new products, capabilities
or technologies that have the potential to replace or shorten the life cycle of
the Company's existing product offerings. There can be no assurance that
announcements of product enhancements or new product offerings will not cause
customers to defer purchasing existing Company products or cause resellers to
return products to the Company. Failure to introduce new products or product
enhancements effectively and on a timely basis, customer delays in purchasing
products in anticipation of new product introductions and any inability of the
Company to respond effectively to technological changes, emerging industry
standards or product announcements by competitors could have a material adverse
effect on the Company's business, operating results and financial condition.
PRODUCT ERRORS
Products as complex as those offered by the Company may contain undetected
software or hardware errors when first introduced or as new versions are
released. Such errors have occurred in the past, and there can be no assurance
that, despite testing by the Company and by current and potential customers,
errors will not be found in new or enhanced products after commencement of
commercial shipments. Moreover, there can be no assurance that once detected,
such errors can be corrected in a timely manner, if at all. Software errors may
take several months to correct, if they can be corrected at all, and hardware
errors may take even longer to rectify. The occurrence of such software or
hardware errors, as well as any delay in correcting them, could result in the
delay or loss of market acceptance of the Company's products, additional
warranty expense, diversion of engineering and other resources from the
Company's product development efforts or the loss of credibility with Sync's
channel partners and other resellers, any of which could have a material adverse
effect on the Company's business, operating results and financial condition.
INTENSE COMPETITION
The market for communications products is intensely competitive and subject
to rapid technological change and emerging industry standards. The Company's
current competitors include internetworking companies, such as Cisco and Bay
Networks; FRAD providers, such as Hypercom, Motorola ISG and Netlink, which was
recently acquired by Cabletron; and circuit management providers such as Visual
Networks and Frontier Software. Competitors for the TyLink group of digital
transmission products include Digital Link, Racal, AT&T Paradyne and Adtran,
among others. Potential competitors include other internetworking and WAN access
and transmission companies, frame relay switch providers, IBM and the Company's
other channel partners. Certain of these companies have recently announced
products and intentions to enter the frame relay access or circuit management
market. Many of the Company's current and potential competitors have longer
operating histories and greater financial, technical, sales, marketing and other
resources, as well as greater name recognition and a larger customer base, than
does the Company. As a result, they may be able to respond more quickly to new
or emerging technologies and changes in customer requirements or may be able to
devote greater resources to the development, promotion, sale and support of
their products than the Company. Many also have long-standing customer
relationships with large enterprises that are part of the Company's target
market, and these relationships may make it more difficult to complete sales of
the Company's products to these enterprises. Further, certain of the Company's
channel partners have in the past developed competitive products and terminated
their relationships with the Company, and such developments could occur in the
future. As a consequence of all these factors, the Company expects increased
competition, particularly in the frame relay market. Increased competition could
result in significant price competition, reduced profit margins or loss of
market share, any of which could have a material adverse effect on the Company's
business,
14
<PAGE>
operating results and financial condition. There can be no assurance that the
Company will be able to compete successfully in the future.
DEPENDENCE ON CONTRACT MANUFACTURERS
The Company's manufacturing operations consist primarily of materials
planning and procurement, light assembly, system integration, testing and
quality assurance. The Company entered into an arrangement with a contract
manufacturer in 1995 to outsource substantial portions of its procurement,
assembly and system integration operations. The Company has recently contracted
with a second supplier to diversify purchasing commitments while maintaining the
outsource strategy. There can be no assurance that these independent contract
manufacturers will be able to meet the Company's future requirements for
manufactured products or that such independent contract manufacturers will not
experience quality problems in manufacturing the Company's products. The
inability of the Company's contract manufacturers to provide the Company with
adequate supplies of high quality products could have a material adverse effect
upon the Company's business, operating results and financial condition. The loss
of any of the Company's contract manufacturers could cause a delay in Sync's
ability to fulfill orders while the Company identifies a replacement
manufacturer. Such an event could have a material adverse effect on the
Company's business, operating results and financial condition.
The Company's manufacturing procedures may in certain instances create a
risk of excess or inadequate inventory if orders do not match forecasts. The
Company increased manufacturing capacity in 1995 and 1996 through the expansion
of its relationships with contract manufacturers and internal manufacturing
resources. Any manufacturing delays, excess manufacturing capacity or
inventories or inability to increase manufacturing capacity, if required, could
have a material adverse effect on the Company's business, operating results and
financial condition.
DEPENDENCE ON SUPPLIERS
Certain key components used in the manufacture of the Company's products are
currently purchased only from single or limited sources. At present,
single-sourced components include programmable integrated circuits, selected
other integrated circuits and cables, custom-molded plastics and custom-tooled
sheet metal, and limited-sourced components include flash memories, DRAMs,
printed circuit boards and selected integrated circuits. The Company generally
relies upon contract manufacturers to buy component parts that are incorporated
into board assemblies. The Company buys directly final assembly parts, such as
plastics and metal covers, cables and other parts used in final configurations.
The Company generally does not have long-term agreements with any of these
single or limited sources of supply. Any loss in a supplier, increase in
required lead times, increase in price of component parts, interruption in the
supply of any of these components, or the inability of the Company to procure
these components from alternate sources at acceptable prices and within a
reasonable time, could have a material adverse effect upon the Company's
business, operating results and financial condition. If orders do not match
forecasts, the Company may have excess or inadequate inventory of certain
materials and components, and suppliers may demand longer lead times, higher
prices or termination of contracts. From time to time the Company has
experienced shortages of certain components and has paid above-market prices to
acquire such components on an accelerated basis or has experienced delays in
fulfilling orders while waiting to obtain the necessary components. Such
shortages may occur in the future and could have a material adverse effect on
the Company's business, operating results and financial condition.
DEPENDENCE ON AND RISKS ASSOCIATED WITH INTERNATIONAL SALES
Sales to customers outside of the United States accounted for approximately
18.5%, 12.7%, 10.7% and 6.3% of the Company's net revenues in the three months
ended March 31, 1997 and in fiscal years 1996, 1995 and 1994, respectively.
However, these percentages may understate sales of the Company's products to
international end users because certain of the Company's U.S.-based channel
partners market
15
<PAGE>
the Company's products abroad. In addition, the Company currently anticipates
that international sales may increase as a percentage of the Company's net
revenues in future periods. Historically, the Company's international sales have
been conducted primarily through independent country-specific distributors. The
Company intends to market its products in foreign countries in the future
increasingly through its channel partners. Failure of these resellers to market
the Company's products internationally or the loss of any of these resellers
could have a material adverse effect on the Company's business, operating
results and financial condition. In addition, the Company's ability to increase
sales of its products to international end users may be limited if the carrier
services, such as frame relay, or protocols supported by the Company's products
are not widely adopted internationally. A number of additional risks are
inherent in international transactions. The Company's international sales
currently are U.S. dollar-denominated. As a result, an increase in the value of
the U.S. dollar relative to foreign currencies could make the Company's products
less competitive in international markets. International sales may also be
limited or disrupted by the imposition of governmental controls, export license
requirements, restrictions on the export of critical technology, currency
exchange fluctuations, political instability, trade restrictions and changes in
tariffs. In addition, sales in Europe and certain other parts of the world
typically are adversely affected in the third quarter of each year as many
customers and end users reduce their business activities during the summer
months. These international factors could have a material adverse effect on
future sales of the Company's products to international end users and,
consequently, the Company's business, operating results and financial condition.
DEPENDENCE ON PROPRIETARY TECHNOLOGY
The Company's future success depends, in part, upon its proprietary
technology. The Company does not hold any patents and currently relies on a
combination of contractual rights, trade secrets and copyright laws to establish
and protect its proprietary rights in its products. There can be no assurance
that the steps taken by the Company to protect its intellectual property will be
adequate to prevent misappropriation of its technology or that the Company's
competitors will not independently develop technologies that are substantially
equivalent or superior to the Company's technology. In the event that protective
measures are not successful, the Company's business, operating results and
financial condition could be materially and adversely affected. In addition, the
laws of some foreign countries do not protect the Company's proprietary rights
to the same extent as do the laws of the United States. The Company is also
subject to the risk of adverse claims and litigation alleging infringement of
intellectual property rights of others. There can be no assurance that third
parties will not assert infringement claims in the future with respect to the
Company's current or future products or that any such claims will not require
the Company to enter into license arrangements or result in litigation,
regardless of the merits of such claims. No assurance can be given that any
necessary licenses will be available or that, if available, such licenses can be
obtained on commercially reasonable terms. Should litigation with respect to any
such claims commence, such litigation could be extremely expensive and
time-consuming and could have a material adverse effect on the Company's
business, operating results and financial condition regardless of the outcome of
such litigation.
TARIFF AND REGULATORY MATTERS
Rates for public telecommunications services, including features and
capacity of such services, are governed by tariffs determined by carriers and
subject to regulatory approval. Future changes in these tariffs could have a
material effect on the Company's business. For example, should tariffs for frame
relay services increase in the future relative to tariffs for dedicated leased
lines, the cost-effectiveness of the Company's products could be reduced, which
could have a material adverse effect on the Company's business, operating
results and financial condition. In addition, the Company's products must meet
industry standards and receive certification for connection to certain public
telecommunications networks prior to their sale. In the United States, the
Company's products must comply with various regulations defined by the Federal
Communications Commission and Underwriters Laboratories. Internationally, the
16
<PAGE>
Company's products must comply with standards established by telecommunications
authorities in various countries as well as with recommendations of the
Consultative Committee on International Telegraph and Telephony. In addition,
carriers require that equipment connected to their networks comply with their
own standards, which in part reflect their currently installed equipment. Some
public carriers have installed equipment that does not fully comply with current
industry standards, and this noncompliance must be addressed in the design of
the Company's products. Any future inability to obtain on a timely basis or
retain domestic or foreign regulatory approvals or certifications or to comply
with existing or evolving industry standards could have a material adverse
effect on the Company's business, operating results and financial condition.
DEPENDENCE ON KEY PERSONNEL
The Company's success depends, to a significant degree, upon the continued
contributions of its key management, sales, marketing, research and development
and manufacturing personnel. The Company maintains a key person life insurance
policy only on John H. Rademaker, the Company's founder. The Company believes
its future success will also depend in large part upon its ability to attract
and retain highly skilled engineering, managerial, sales and marketing
personnel, and development engineers. Competition for such personnel is intense,
and there can be no assurance that the Company will be successful in attracting
and retaining such personnel. In March 1997, the Company implemented significant
expense reductions, including a reduction in force, with the goal of enabling
the Company to achieve profitability at lower revenues. The loss of the services
of any of the Company's key personnel or the failure to attract or retain
qualified personnel in the future could have a material adverse effect on the
Company's business, operating results or financial condition.
GENERAL ECONOMIC CONDITIONS
Demand for the Company's products depends in large part on the overall
demand for communications and networking products, which has in the past and may
in the future fluctuate significantly based on numerous factors, including
capital spending levels and general economic conditions. There can be no
assurance that the Company will not experience a decline in demand for its
products due to general economic conditions. Any such decline could have a
material adverse effect on the Company's business, operating results and
financial condition.
VOLATILITY OF STOCK PRICE
Factors such as announcements of technological innovations or the
introduction of new products by the Company or its competitors, as well as
market conditions in the technology sector, may have a significant effect on the
market price of the Company's common stock. Further, the stock market has
experienced volatility which has particularly affected the market prices of
equity securities of many high technology companies and which often has been
unrelated to the operating performance of such companies. These market
fluctuations may have an adverse effect on the price of the Company's common
stock.
ANTI-TAKEOVER PROVISIONS
The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law, an anti-takeover law. In addition, certain provisions
of the Company's charter documents, including provisions eliminating cumulative
voting, eliminating the ability of stockholders to take actions by written
consent and limiting the ability of stockholders to raise matters at a meeting
of stockholders without giving advance notice, may have the effect of delaying
or preventing a change in control or management of the Company, which could have
an adverse effect on the market price of the Company's common stock. Certain of
the Company's stock option and purchase plans provide for assumption of such
plans, or, alternatively, immediate vesting upon a change of control or similar
event. In addition, the Company has entered into severance agreements with its
officers, pursuant to which they are entitled to specified
17
<PAGE>
severance payments if they are actually or constructively terminated within
specified time periods following a change of control of the Company. In April
1997, the Board approved an amendment to these agreements to provide that upon a
change of control of the Company, fifty percent (50%) of the officer's unvested
options shall immediately vest. The Board of Directors has authority to issue up
to 2,000,000 shares of preferred stock and to fix the rights, preferences,
privileges and restrictions, including voting rights, of these shares without
any further vote or action by the stockholders. The rights of the holders of the
common stock will be subject to, and may be adversely affected by, the rights of
the holders of any preferred stock that may be issued in the future. The
issuance of preferred stock, while providing desirable flexibility in connection
with possible acquisitions and other corporate purposes, could have the effect
of making it more difficult for a third party to acquire a majority of the
outstanding voting stock of the Company, thereby delaying, deferring or
preventing a change in control of the Company. Furthermore, such preferred stock
may have other rights, including economic rights senior to the common stock, and
as a result, the issuance of such preferred stock could have a material adverse
effect on the market value of the common stock. The Company has no present plan
to issue shares of preferred stock.
18
<PAGE>
SYNC RESEARCH, INC.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
<TABLE>
<C> <S>
11.1 Computation of Earnings (Loss) per Share.
27.1 Financial Data Schedule.
</TABLE>
(B) REPORTS ON FORM 8-K
No Reports on Form 8-K were filed during the the quarter ended March 31,
1997.
19
<PAGE>
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.
SYNC RESEARCH, INC.
Date: May 12, 1997 By: /s/ RONALD J. SCIOSCIA
-----------------------------------------
Ronald J. Scioscia
VICE PRESIDENT OF FINANCE AND
ADMINISTRATION
AND CHIEF FINANCIAL OFFICER
(DULY AUTHORIZED SIGNATORY AND PRINCIPAL
FINANCIAL AND ACCOUNTING OFFICER)
20
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ----------- ------------------------------------------------------------------------------------------------- -----
<C> <S> <C>
11.1 Computation of Earnings (Loss) per Share. 22
27.1 Financial Data Schedule. 23
</TABLE>
21
<PAGE>
EXHIBIT 11.1
SYNC RESEARCH, INC.
COMPUTATION OF NET INCOME (LOSS) PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
QUARTERS ENDED
MARCH 31,
--------------------
1997 1996
--------- ---------
<S> <C> <C>
NET LOSS PER COMMON SHARE:
Net loss.................................................................................... $ (6,179) $ (1,573)
Accretion of cumulative dividend and redemption value of mandatorily redeemable preferred
stock..................................................................................... -- (291)
--------- ---------
Net loss attributable to common stockholders................................................ $ (6,179) $ (1,864)
--------- ---------
--------- ---------
Shares outstanding for computing net loss per share:
Weighted average common and common equivalent shares outstanding used in calculating net
loss per common share in accordance with generally accepted accounting principles..... 16,983 15,996
--------- ---------
Net loss per common share................................................................... $ (0.36) $ (0.12)
--------- ---------
--------- ---------
</TABLE>
22
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE THREE MONTHS ENDED
MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BE REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 26,276
<SECURITIES> 3,935
<RECEIVABLES> 5,382
<ALLOWANCES> (411)
<INVENTORY> 7,167
<CURRENT-ASSETS> 43,146
<PP&E> 8,113
<DEPRECIATION> (3,103)
<TOTAL-ASSETS> 48,199
<CURRENT-LIABILITIES> 5,145
<BONDS> 0
0
0
<COMMON> 17
<OTHER-SE> 42,895
<TOTAL-LIABILITY-AND-EQUITY> 48,199
<SALES> 5,082
<TOTAL-REVENUES> 5,082
<CGS> 3,469
<TOTAL-COSTS> 3,469
<OTHER-EXPENSES> 8,263
<LOSS-PROVISION> 115
<INTEREST-EXPENSE> 114
<INCOME-PRETAX> (6,179)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,179)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,179)
<EPS-PRIMARY> (0.36)
<EPS-DILUTED> (0.36)
</TABLE>
