<PAGE>
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 JULY 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File number: 000-26952
ENTRADA NETWORKS, INC.
(Exact name of Registrant as specified in charter)
Delaware 33-0676350
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
10070 Mesa Rim Road
San Diego, California
92121
(Address of principal executive offices)
(Zip Code)
(858) 623-3265
(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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock, $1.00 par value per share, Outstanding: 10,997,075 shares at
October 13, 2000.
This Form 10-Q, future filings of the registrant, and oral statements made with
the approval of an authorized executive officer of the Registrant may contain
forward looking statements. In connection therewith, please see the cautionary
statements and risk factors contained in Item 2. "Fluctuations in Revenue and
Operating Results" and "Forward Looking Statements - Cautionary Statement",
which identify important factors which could cause actual results to differ
materially from those in any such forward-looking statements.
<PAGE>
ENTRADA NETWORKS, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
==============================================================================================================================
Unaudited
July 31, 2000 January 31, 2000
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 6 $ 112
Accounts receivable, net 5,639 5,919
Inventory, net 3,996 6,041
Due from affiliates 157 753
Prepaid expenses and other current assets 228 563
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TOTAL CURRENT ASSETS 10,026 13,388
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PROPERTY AND EQUIPMENT, NET 1,211 1,384
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OTHER ASSETS
Capitalized software, net 813 1,772
------------------------------------------------------------------------------------------------------------------------------
TOTAL OTHER ASSETS 813 1,772
------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 12,050 $ 16,544
==============================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term debt $ 3,363 $ 2,264
Current maturities of long term debt 381 312
Accounts payable 2,435 4,381
Other current and accrued liabilities 2,127 2,222
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TOTAL CURRENT LIABILITIES 8,306 9,179
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Long-term debt and capital lease obligations 181 302
Due to former parent company 26,086 21,769
------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 34,573 31,250
------------------------------------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, Class A, $1.00 par value; 41 shares authorized; 1 share 1 1
issued and outstanding at July 31, 2000 and January 31, 2000
Class B, $1.00 par value, 9 shares authorized; none issued or outstanding
Additional paid-in capital 5,761 5,761
Accumulated deficit (28,285) (20,468)
------------------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY (22,523) (14,706)
------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 12,050 $ 16,544
==============================================================================================================================
</TABLE>
(The above information does not include the results of operations of
Sync, see note on "Business Combination")
2
<PAGE>
ENTRADA NETWORKS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In Thousands, except per share amounts)
<TABLE>
<CAPTION>
=============================================================================================================
Three Months Ended Six Months Ended
July 31 July 31
--------------------------- -----------------------------
2000 1999 2000 1999
---------------------------------------------------------------------------- -----------------------------
<S> <C> <C> <C> <C>
NET SALES $ 6,041 $ 6,586 $ 9,751 $ 13,004
COST OF SALES 3,696 3,658 9,093 7,549
-
--------------------------------------------------------------------------- ---------------------------------
GROSS PROFIT 2,345 2,928 658 5,455
-------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES
Selling and marketing 1,318 1,318 2,352 2,452
Engineering, research and development 1,108 1,044 2,758 2,301
General and administrative 541 542 1,052 1,091
Other - - 2,088 145
-------------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES 2,967 2,904 8,250 5,989
-------------------------------------------------------------------------------------------------------------
INCOME/(LOSS) FROM OPERATIONS (622) 24 (7,592) (534)
-------------------------------------------------------------------------------------------------------------
OTHER INCOME (CHARGES)
Interest expense (129) (132) (225) (284)
-------------------------------------------------------------------------------------------------------------
TOTAL OTHER INCOME (CHARGES) (129) (132) (225) (284)
-------------------------------------------------------------------------------------------------------------
LOSS FROM OPERATIONS BEFORE INCOME TAXES (751) (108) (7,817) (818)
Provision for Income Taxes - - - -
NET LOSS $ (751) $ (108) $(7,817) $ (818)
=============================================================================================================
INCOME (LOSS) PER COMMON SHARE:
PREFERRED STOCK DIVIDENDS - - - -
NET LOSS APPLICABLE TO COMMON SHARES $ (751) $ (108) $(7,817) $ (818)
=============================================================================================================
BASIC
PROFORMA WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING (IN THOUSANDS) 4,244 4,244 4,244 4,244
NET LOSS PER COMMON SHARE $ (0.18) $ (0.03) $ (1.84) $ (0.19)
=============================================================================================================
DILUTED
PROFORMA WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING (IN THOUSANDS) 4,244 4,244 4,244 4,244
NET LOSS PER COMMON SHARE $ (0.18) $ (0.03) $ (1.84) $ (0.19)
=============================================================================================================
</TABLE>
(The above information does not include the results of operations of
Sync, see note on "Business Combination")
3
<PAGE>
ENTRADA NETWORKS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)
<TABLE>
<CAPTION>
=============================================================================================================================
Six Months Ended
July 31
------------------------------
2000 1999
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from operations $(7,817) $ (818)
-----------------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 1,316 988
Accounts receivable and inventory reserves 4,318 73
Changes in assets and liabilities net of effects of business entity acquisitions:
Increase in accounts receivable (1,203) (819)
Increase in inventories (790) (945)
(Decrease)/Increase in other current assets 335 (109)
(Decrease)/Increase in accounts payable (1,946) 858
(Decrease)/Increase due to/from affiliates 596 (129)
Decrease in accrued expenses (96) (377)
-----------------------------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (5,287) (1,278)
-----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of property and equipment (184) (243)
Capitalized software development costs - (300)
--------------------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (184) (543)
-----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of short-term debt, net of repayments 1,099 511
Proceeds from long-term debt - 392
Repayment of long-term debt (51) (21)
Advances from former parent company, net of repayments 4,317 1,116
-----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,365 1,998
-----------------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (106) 177
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 112 198
-----------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 6 $ 375
=============================================================================================================================
</TABLE>
(The above information does not include the results of operations of
Sync, see note on "Business Combination")
4
<PAGE>
ENTRADA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In Thousands, except share and per share amounts)
------------------------------------------------------------------------------
Entrada Networks ( the "Company, "We," "Our," or "Us") designs, manufactures and
market products that provide access to and enhance the performance of data and
telecommunication networks, and is currently developing products that provide
connectivity for storage networks. Many of our products are incorporated into
the remote access and other server products of original equipment manufacturers
("OEMs"). In addition, certain of our products are deployed by
telecommunications network operators, applications service providers, internet
service providers, and the operators of corporate local area and wide area
networks for the purpose of providing access transport within their networks. We
have our facility in Annapolis Junction, Maryland. In addition, we have various
sales offices located in the United States. We market and sell our products and
services directly to end users as well as through a broad array of channels
including system integrators, worldwide distributors, value added resellers,
original equipment manufacturers ("OEMs"), telecommunication service providers
and governmental agencies.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial data as of July 31, 2000 and January 31,
2000, for the three and six months ended July 31, 2000 and 1999, have been
prepared by us, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. The January 31, 2000 balance sheet was derived from
audited financial statements, but does not include all disclosures required by
generally accepted accounting principles. However, we believe that the
disclosures are adequate to make the information presented not misleading. These
consolidated financial statements should be read in conjunction with the
financial statements and the notes thereto included in Osicom Technologies, Inc.
Annual Report on Form 10-K for the year ended January 31, 2000.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates that affect
the reported amounts of assets, liabilities, revenues and expenses, the
disclosure of contingent assets and liabilities and the values of purchased
assets and assumed liabilities in acquisitions. Actual results could differ from
these estimates. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows as of July 31, 2000 and for the
three and six months ended July 31, 2000, have been made. The results of
operations for the six months ended July 31, 2000 are not necessarily indicative
of the operating results for the full year.
Business Combination
On August 31, 2000 we acquired all the outstanding capital of a
wholly-owned subsidiary of Osicom Technologies, Inc. which was doing business as
Entrada Networks and also named Osicom Technologies, Inc. in a merger
transaction and received cash of $8,025. The shareholder of Entrada Networks
received common shares equal to our outstanding stock at the time of the merger
or 4,244,155 shares as well as an additional 2,448,818 shares of our common
stock for cash. As a result of the merger and stock sale the former shareholder
of Entrada Networks held a majority interest in the combined entity which was
renamed Entrada Networks, Inc. from Sync Research, Inc. Generally accepted
accounting principles require in certain circumstances that a company whose
shareholders retain the majority voting interest in the combined business to be
treated as the acquirer for financial reporting purposes. Accordingly, the
merger will be accounted for as a "reverse merger" whereby Entrada Networks is
deemed to have purchased Sync Research, Inc. However, Sync remains the legal
entity and the Registrant for Security and Exchange Commission reporting
purposes. The merger is also a purchase which requires the inclusion of the
results of operations of Sync from the date acquired and we have changed our
year end
5
<PAGE>
ENTRADA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In Thousands, except share and per share amounts)
------------------------------------------------------------------------------
to that of Entrada Networks. The periods presented in the accompanying financial
statements predate the August 31, 2000 merger and therefore do not include the
results of the operations of Sync.
Recent Accounting Pronouncements
Statement of Financial Accounting Standards ("SFAS") No. 133 as amended
by SFAS 137 and 138, "Accounting for Derivative Instruments and Hedging
Activities," is effective for financial statements with fiscal quarters of all
fiscal years beginning after June 15, 2000. The Accounting Standards Executive
Committee issued Statement of Position ("SOP") 98-1, "Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use," and SOP 98-5,
"Reporting on the Costs of Start-up Activities," effective in the current or
future periods. The adoption or future adoption of these standards has had or
will have no material effects, if any, on our financial position or results of
operations.
The Financial Accounting Standards Board issued Interpretation ("FIN")
No. 44, "Accounting for Certain Transactions involving Stock Compensation," an
Interpretation of APB Opinion No. 25. FIN 44 clarifies the application of
Opinion No. 25 for (a) the definition of an employee for purposes of applying
Opinion No. 25, (b) the criteria for determining whether a plan qualifies as a
non-compensatory plan, (c) the accounting consequences of various modifications
to the terms of a previously fixed stock option award, and (d) the accounting
for an exchange of stock compensation awards in a business combination. FIN 44
is effective July 2, 2000, but certain conclusions cover specific events that
occur after either December 15, 1998, or January 12, 2000. The adoption of this
standard had no material effect, if any, on our financial position or results of
operations.
The Securities and Exchange Commission issued Staff Accounting Bulletin
No. 101, Revenue Recognition ("SAB 101") which broadly addresses how companies
report revenues in their financial statements effective the first fiscal quarter
of years beginning after December 15, 1999. Management believes that adoption of
this policy will have no material effect on our financial position or results of
operations.
BALANCE SHEET DETAIL
Inventories at July 31, 2000 and January 31, 2000 consist of:
<TABLE>
<CAPTION>
July 31, 2000 January 31, 2000
------------- ----------------
<S> <C> <C>
Raw material $ 5,540 $ 4,740
Work in process 655 1,958
Spare parts 55 141
Finished goods 1,759 1,228
------- -------
8,009 8,067
Less: Valuation reserve 4,013 2,026
------- -------
$ 3,996 $ 6,041
======= =======
</TABLE>
STOCKHOLDERS' EQUITY
We are authorized to issue the following shares of stock:
41,000 shares of Common Stock - Class A ($1.00 par value)
9,000 shares of Common Stock - Class B ($1.00 par value)
6
<PAGE>
ENTRADA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In Thousands, except share and per share amounts)
------------------------------------------------------------------------------
The class B common stock is convertible on a one-for-one basis into
Class A common stock. The holders of Class A shares may elect eight directors
separately as a class while the holders of Class B shares may elect two
directors separately as a class. In any other matter voted upon by the
shareholders, each share of Class B has a 1/3 vote. The remaining rights,
privileges of the two classes of common stock are identical, including dividend
and dissolution rights.
The above represents the capital stock of Entrada Networks (the acquired) prior
to the August 31, 2000 merger (see note on "Business Combination").
EARNINGS PER SHARE CALCULATION
The following data show the amounts used in computing basic earnings
per share for the quarters ended July 31, 2000 and 1999.
<TABLE>
<CAPTION>
Three Months Ended July 31, Six Months Ended July 31,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net loss $ (751) $ (108) $ (7,817) $ (818)
Less: preferred dividends - - - -
------ ------ -------- ------
Net loss available to common
shareholders used in basic EPS $ (751) $ (108) $ (7,817) $ (818)
------ ------ -------- ------
Average number of common shares
used in proforma basic EPS 4,244 4,244 4,244 4,244
====== ====== ======== ======
</TABLE>
For the quarters and six months ended July 31, 2000 and 1999. Entrada held no
potential dilutive securities to be included in the calculation of earnings per
share.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject us to concentration of credit
risk consist primarily of temporary cash investments and trade receivables. As
regards the former, we place our temporary cash investments with high credit
financial institutions and limits, by policy, the amount of credit exposure to
any one institution.
Although we are directly affected by the economic well being of significant
customers listed in the following tables, management does not believe that
significant credit risk exists at July 31, 2000. We perform ongoing evaluations
of our customers and require letters of credit or other collateral arrangements
as appropriate. Accordingly, trade credit issues have not been significant.
Customers accounting for more than 10% of net receivables:
<TABLE>
<CAPTION>
July 31, 2000
-------------
<S> <C>
Customer A 26.4%
</TABLE>
7
<PAGE>
ENTRADA NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In Thousands, except share and per share amounts)
------------------------------------------------------------------------------
Customers accounting for more than 10% of net sales during the quarters ended
July 31, 2000 and 1999:
<TABLE>
<CAPTION>
July 31, 2000 July 31, 1999
------------- -------------
<S> <C> <C>
Customer A 49.9% 5.5%
Customer B 13.3 4.6
Customer C - 30.5
</TABLE>
SEGMENT INFORMATION
We operate one business segment. Enterprise wide information regarding our
geographical concentration is a follows. Export sales and certain income and
expense items are reported in the geographical area where the final sales to
customers are made, rather than where the transaction originates.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
July 31, July 31,
-------- --------
2000 1999 2000 1999
--------------- --------------
<S> <C> <C> <C> <C>
Net sales
United States $5,885 $6,035 $9,525 $12,128
Europe 71 289 118 385
Asia 21 40 40 168
Other 64 222 68 323
------ ------ ------ -------
Total net sales $6,041 $6,586 $9,751 $13,004
====== ====== ====== =======
</TABLE>
COMMITMENTS
In July 2000, we entered into a 66 month agreement to lease a 19,000 square foot
facility in San Diego, California . This new facility has been established as
our new corporate headquarters. The total annual rent payments will be
approximately $213,000.
8
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the consolidated unaudited
financial statements and related notes thereto. Further reference should be made
to Osicom Technologies, Inc. Form 10-K for the year ended January 31, 2000.
Results of Operations/Comparison of the Quarter ended and Six Months ended July
31, 2000 and 1999
Net sales. Our net sales declined to $6.0 million, or 8.3%, for the quarter
ended July 31, 2000 from $6.6 million for the quarter ended July 31, 1999. Net
sales were $9.8 million for the six months ended July 31, 2000 compared to $13.0
million for the six months ended July 31, 1999. Sales to OEM's of networking
adapter products increased, however this increase was more than offset by a
decrease in sales to distributors of remote access and print server products,
reflecting our focus on OEM business and roll-out of our new generation
products.
Gross profit. Cost of sales consists principally of the costs of components,
subcontract assembly from outside manufacturers, and in-house system
integration, quality control, final testing and configuration costs. Gross
profit decreased to $2.3 million for the quarter ended July 31, 2000 from $2.9
million for the comparable quarter last year. Gross profit decreased to
$658,000, inclusive of a $2.7 million inventory valuation adjustment, for the
six months ended July 31, 2000 from $5.5 million for the comparable period last
year. Our gross margin, excluding the valuation adjustment, decreased to 38.8%
and 34.3%, respectively, for the three and six months ended July 31, 2000 as
compared to 44.5% and 41.9% for the comparable periods last year. The decline in
gross margins resulted from increased sales to OEM customers that have lower
margins than sales to distributors as well as product transitions in
anticipation of the merger of Sync and Entrada Networks.
Selling and marketing. Selling and marketing expenses consist primarily of
employee compensation and related costs, commissions to sales representatives,
tradeshow expenses, facilities costs, and travel expenses. Sales and marketing
expenses remained constant at $1.3 million, or 21.8% of net sales for the
quarter ended July 31, 2000 and 20.0% of net sales for the quarter ended July
31, 1999. Sales and marketing expenses were $2.4 million, or 24.1% of net sales,
for the six months ended July 31, 2000 as compared to $2.5 million, or 18.9% of
net sales, for the comparable period last year. During May 2000, we reduced our
selling and marketing personnel by 12 as a result of the closure of our
Massachusetts facility as well as personnel reductions in anticipation of the
merger of Sync and Entrada Networks.
Engineering, research and development, Engineering, research and development
expenses consist primarily of compensation related costs for engineering
personnel, facilities costs, and materials used in the design, development and
support of our technologies. Engineering, research and development expenses were
$1.1 million, or 18.3% of net sales, for the quarter ended July 31, 2000 as
compared to $1.0 million, or 15.9% of net sales, for the quarter ended July 31,
1999. Cost savings achieved through the consolidation of our facilities were
offset by increased new product development costs. Engineering, research and
development expenses increased to $2.8 million, or 28.3% of net sales, for the
six months ended July 31, 2000 as compared to $2.3 million, or 17.7% of net
sales, for the six months ended July 31, 1999. This increase was primarily the
result of a $434,000 reduction of capitalized software development costs caused
by changing market conditions.
General and administrative. General and administrative expenses consist
primarily of employee compensation and related costs, legal and accounting fees,
public company costs, and allocable occupancy costs. General and administrative
expenses decreased slightly to $541,000, or 9.0% of net sales, for the quarter
ended July 31, 2000 from $542,000 or 8.2% of net sales, for the quarter ended
July 31, 1999. General and administrative expenses were $1.1 million, or 10.7%
of net sales, for the six months ended July 31, 2000 compared to $1.1 million,
or 8.4% of net sales, for the six months ended July 31, 1999. We consolidated
our facilities as well as eliminated 37,000 square feet of unused space leased
at our Annapolis Junction, Maryland facility.
Other operating expenses. Other operating expenses for the six months ended July
31, 2000 include $494,000 of costs associated with the closure of our
Massachusetts facility and a $1.4 million valuation reserve recorded against
distributor receivables. We have reduced our total personnel by 39 through the
closure of our Massachusetts facility and other personnel reductions associated
with a shift in our business focus to OEM sales as well as in
9
<PAGE>
anticipation of our merger with Sync. It is anticipated that the closure of the
Massachusetts facility will reduce annual operating expenses by at least $2.0
million.
Income taxes. There was no provision for income taxes for the quarters and six
months ended July 31, 2000 and 1999. We have carry forwards of domestic federal
net operating losses, which may be available, in part, to reduce future taxable
income in the United States. However, due to adjustments to the net operating
loss carry forwards as provided by the Internal Revenue Code, provides for
limitations on the application of net operating loss carry forwards in the event
of ownership changes of greater than 50%, We have had a change of ownership
which will limit the amount of any net operating loss carry forward we may use
in a particular year. In addition, we provided a valuation allowance in full for
our deferred tax asset as it is our opinion that it is more likely than not that
some portion or all of the assets will not be realized.
Liquidity and Capital Resources
We finance our operations through a combination of debt and non-interest bearing
advances from our former parent. At July 31, 2000, our working capital was $1.7
million including $6,000 in cash.
Our operations used cash flows of $5.3 million during the six months ended July
31, 2000 compared to a cash flow deficit of $1.3 million for the six months
ended July 31, 1999. The increase in cash flows used by operations reflects a
substantial increase in our net loss after adjustment for non-cash expenses
including depreciation, amortization, reserves and valuation allowances. During
the six months ended July 31, 2000, our operating cash flow deficit reflected
increases in accounts receivable and inventory, combined with decreases in
accounts payable and accrued liabilities with partial offsets in other current
assets and amounts due from affiliates. During the same six months last year,
our cash flow used in operations reflected increases in accounts receivable,
inventory, other current assets and due from affiliates along with a decrease in
accrued liabilities slightly offset by an increase in accounts payable.
Our investing activities consist primarily of purchases of property, plant and
equipment and software development costs. During the six months ended July 31,
2000 we purchased $184,000 in equipment. During the six months ended July 31,
1999 the investing activities included equipment purchases of $243,000 and
investments of $300,000 in software development costs.
Our financing activities during the six months ended July 31, 2000 provided cash
flows of $5.4 million which consisted primarily of $1.1 million in net proceeds
from short term borrowings from our credit facilities and $4.3 million of
non-interest bearing advances from Parent. During the six months ended July 31,
1999 financing activities provided cash flows of $2.0 million which included
$511,000 of net proceeds from short term borrowings, $371,000 of proceeds net of
repayments on long term debt financing and $1.1 million of non-interest bearing
advances from Parent.
We have a line of credit totaling $7.0 million. Outstanding borrowings against
this line of credit was $3.4 million at July 31, 2000. Our credit line is
collateralized by accounts receivable, inventory and equipment. And guaranteed
by our former parent.
As part of the Sync and Entrada Networks merger, we received $8,025,000 in cash.
Our obligation to our former parent company was contributed to capital as part
of the merger.
We anticipate that our available cash resources will be sufficient to meet our
presently anticipated capital requirements for the next year. Nonetheless, our
future capital requirements may vary materially from those now planned including
the need for additional working capital to accommodate planned growth, hiring
and infrastructure needs. There can be no assurances that our working capital
requirements will not exceed our ability to generate sufficient cash internally
to support our requirements and that external financing will be available or
that, if available, such financing can be obtained on terms favorable to us and
our shareholders.
Impact of Recent Accounting Pronouncements
Statement of Financial Accounting Standards ("SFAS") No. 133 as amended by SFAS
137 and 138, "Accounting for Derivative Instruments and Hedging Activities," is
effective for financial statements with fiscal quarters of all fiscal
10
<PAGE>
years beginning after June 15, 2000. The Accounting Standards Executive
Committee issued Statement of Position ("SOP") 98-1, "Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use," and SOP 98-5,
"Reporting on the Costs of Start-up Activities," effective in the current or
future periods. The adoption or future adoption of these standards has had or
will have no material effects, if any, on our financial position or results of
operations.
The Financial Accounting Standards Board issued Interpretation ("FIN") No. 44,
"Accounting for Certain Transactions involving Stock Compensation," an
Interpretation of APB Opinion No. 25. FIN 44 clarifies the application of
Opinion No. 25 for (a) the definition of an employee for purposes of applying
Opinion No. 25, (b) the criteria for determining whether a plan qualifies as a
non-compensatory plan, (c) the accounting consequences of various modifications
to the terms of a previously fixed stock option award, and (d) the accounting
for an exchange of stock compensation awards in a business combination. FIN 44
is effective July 2, 2000, but certain conclusions cover specific events that
occur after either December 15, 1998, or January 12, 2000. The adoption of this
standard had no material effect, if any, on our financial position or results of
operations.
The Securities and Exchange Commission issued Staff Accounting Bulletin No. 101,
Revenue Recognition ("SAB 101") which broadly addresses how companies report
revenues in their financial statements effective the first fiscal quarter of
years beginning after December 15, 1999. We are currently evaluating the effect,
if any, of the adoption of this policy on our financial position or results of
operations.
Effects of Inflation and Currency Exchange Rates
We believe that the relatively moderate rate of inflation in the United States
over the past few years has not had a significant impact on our sales or
operating results or on the prices of raw materials. There can be no assurance,
however, that inflation will not have a material adverse effect on our operating
results in the future.
We periodically need additional financing for our large operating losses and
capital expenditures associated with establishing and expanding our operations.
The interest rate that we will be able to obtain on debt financing will depend
on market conditions at that time, and may differ from the rates we have secured
on our current debt. Additionally, the interest rates charged by our present
lenders adjust on the basis of the lenders' prime rate.
Almost all of our sales and expenses have been denominated in U.S. dollars and
to date our business has not been significantly affected by currency
fluctuations. However, we conduct business in several different countries and
thus fluctuations in currency exchange rates could cause our products to become
relatively more expensive in particular countries, leading to a reduction in
sales in that country. In addition, inflation in such countries could increase
our expenses. In the future, we may engage in foreign currency denominated sales
or pay material amounts of expenses in foreign currencies and, in such event,
may experience gains and losses due to currency fluctuations. Our operating
results could be adversely affected by such fluctuations. We attempt to minimize
our currency exposure risks through working capital management and do not hedge
our exposure to translation gains and losses related to foreign currency
exposures.
Other Matters
From time to time we are involved in various legal proceedings and claims that
are incidental to the normal course of our business. Although it is impossible
to predict the outcome of any outstanding legal proceedings, we believe that
such legal proceedings and claims, individually and in the aggregate, are not
likely to have a material effect on our financial position, the results of
operations and cash flows.
Fluctuations in Revenue and Operating Results
The networking and bandwidth aggregation industry is subject to fluctuation and
the declines and increases recently experienced by us are not necessarily
indicative of the operating results for any future periods. Our operating
results may fluctuate as a result of a number of factors, including the timing
of orders from, and shipments to, customers; the timing of new product
introductions and the market acceptance of those products; increased
competition; changes in manufacturing costs; availability of parts; changes in
the mix of product sales; the rate of
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end user adoption and carrier and private network deployment of WAN data, video
and audio communication services; factors associated with international
operations; and changes in world economic conditions.
Forward-Looking Statements - Cautionary Statement
All statements other than statements of historical fact contained in this
discussion and analysis are forward-looking statements. Words such as "propose,"
"anticipate," "believe," "estimate," "expect," "intend," "may," "should,"
"could," "will," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Although we believe that our expectations reflected in these
forward-looking statements are based on reasonable assumptions, such statements
involve risk and uncertainties and no assurance can be given that actual results
will be consistent with these forward-looking statements. Important factors that
could cause actual results to differ materially from those forward-looking
statements include without limitation: unanticipated technical problems related
to our products; our ability, or lack thereof, to make, market and sell optical
networking products, high-speed connectivity products, and products for Storage
Area Networks that meet with market approval and acceptance; the greater
financial, technical and other resources of our many, larger competitors in the
marketplace, changed market conditions, new business opportunities or other
factors that might affect our decisions as to the best interest of our
shareholders, including but no limited to our decision to focus our sales
efforts on Original Equipment Manufactures or to develop products for the
Storage Area Networking marketplace; the failure of us to achieve sales of our
products to customers pursuant to the strategic alliance and equipment purchase
agreement entered into during our fiscal year 2000; other uncertainties relating
to the effectiveness of the consolidation activities related to our merger with
Sync; and effect of the merger upon the customers of Sync and Entrada and those
customers decisions to purchase products and services after the merger.
We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Such
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. These risks and uncertainties are described in the
following section. We specifically decline any obligation to publicly release
the result of any revisions which may be made to any forward-looking statements
to reflect anticipated or unanticipated events or circumstances occurring after
the date of such statements, or to update the reasons why actual results could
differ from those projected in the forward-looking statements.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to financial market risks, including changes in interest rates
and foreign currency rates. Our exposure to interest rate risk is the result of
our need for periodic additional financing for our large operating losses and
capital expenditures associated with establishing and expanding our operations.
Almost all of our sales have been denominated in U.S. dollars. A portion of our
expenses are denominated in currencies other than the U.S. dollar and in the
future a larger portion of our sales could also be denominated in non-U.S.
currencies. As a result, currency fluctuations between the U.S. dollar and the
currencies in which we do business could cause foreign currency translation
gains or losses that we would recognize in the period incurred. We cannot
predict the effect of exchange rate fluctuations on our future operating results
because of the number of currencies involved, the variability of currency
exposure and the potential volatility of currency exchange rates. We attempt to
minimize our currency exposure risk through working capital management and do
not hedge our exposure to translation gains and losses related to foreign
currency net asset exposures.
We do not hold or issue derivative, derivative commodity instruments or other
financial instruments for trading purposes. Investments held for other than
trading purposes do not impose a material market risk.
We believe that the relatively moderate rate of inflation in the United States
over the past few years and the relatively stable interest rates incurred on
short-term financing have not had a significant impact on our sales, operating
results or prices of raw materials. There can be no assurance, however, that
inflation or an upward trend in short-term interest rates will not have a
material adverse effect on our operating results in the future should we require
debt financing in the future.
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PART II
OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
From time to time we are involved in various legal proceedings and
claims that are incidental to the normal course of our business.
Although it is impossible to predict the outcome of any outstanding
legal proceedings, we believe that such legal proceedings and claims,
individually and in the aggregate, are not likely to have a material
effect on our financial position, the results of operations and cash
flows.
ITEM 2: CHANGES IN SECURITIES
None
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4: SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
Not Applicable
ITEM 5: OTHER INFORMATION
Not Applicable
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
20 Consolidated Financial Statements for the Quarter
Ended July 31, 2000 (included in Part I, Item 1)
27 Financial Data Schedule
B. Reports on Form 8-K
May 19, 2000 Plan merger between Sync Research, Inc. and
Entrada Networks
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.
ENTRADA NETWORKS, INC.
(Registrant)
By: /s/ Gilbert Goldbeck Date: October 13, 2000
-------------------------------------
Gilbert Goldbeck
Vice President Finance and Operations
Principal Accounting Officer
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