ECCS INC
10-Q, 1999-08-09
COMPUTER INTEGRATED SYSTEMS DESIGN
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 June 30, 1999
                                              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 0-21600
                                   ECCS, INC.
                                   ----------
             (Exact Name of Registrant as Specified in Its Charter)

          New Jersey                                    22-2288911
- -------------------------------            -----------------------------------
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

One Sheila Drive, Tinton Falls, New Jersey                             07724
- -----------------------------------------------------------------------------
(Address of Principal Executive Offices)                          (Zip Code)

                                 (732) 747-6995
                         -------------------------------
                         (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  registrant's
classes of common stock as of June 30, 1999:

               Class                               Number of Shares
               -----                               ----------------
     Common Stock, $0.01 par value                     11,055,197


<PAGE>

                                   ECCS, INC.

                                TABLE OF CONTENTS
                                -----------------
                                                                          Page
                                                                          ----


PART I. FINANCIAL INFORMATION ............................................. 1
- -----------------------------

    Item 1.    Financial Statements........................................ 1

        Consolidated Balance Sheets as of June 30, 1999 (unaudited)
        and December  31, 1998............................................. 2

        Consolidated Statements of Operations for the three months
        ended June 30, 1999 and June 30, 1998 and for the six  months
        ended June 30, 1999 and June 30, 1998 (unaudited).................. 3

        Consolidated Statements of Cash Flows for the
        six months ended June 30, 1999 and
        June 30, 1998 (unaudited).......................................... 4

        Notes to Consolidated Financial Statements (unaudited)............. 5

    Item 2.    Management's Discussion and Analysis
               of Financial Condition and Results of Operations............10

        Overview  .........................................................10

        Results of Operations..............................................11

        Liquidity and Capital Resources....................................17

PART II. OTHER INFORMATION.................................................21
- --------------------------

    Item 4.    Submission of Matters to a Vote of Security Holders.........21
    Item 5     Other Information...........................................21
    Item 6.    Exhibits and Reports on Form 8-K............................22

SIGNATURES.................................................................23
- ----------




                                     - i -
<PAGE>




                          PART I. FINANCIAL INFORMATION

                          Item 1. Financial Statements




                                     - 1 -
<PAGE>

                                          ECCS, INC.
                                 CONSOLIDATED BALANCE SHEETS
                                    (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                 December 31,     June 30,
                                                                     1998           1999
                                                                 -----------    ------------
                                                                                 (unaudited)
Assets
<S>                                                              <C>            <C>
Current Assets:
  Cash and cash equivalents................................      $     5,374    $    5,494
  Accounts receivable, less allowance for doubtful
   accounts of  $334 and $47 at December 31, 1998 and
    June 30, 1999, respectively............................            6,644         7,944
  Inventories..............................................            5,563         6,476
  Prepaid expenses and other receivables...................              314           291
                                                                 -----------    ----------
                                                                      17,895        20,205

Property, plant and equipment (net)........................            1,916         1,718
Capitalized software (net).................................            1,302         1,562
Other assets...............................................              261           324
                                                                 -----------    ----------
          Total Assets.....................................      $    21,374    $   23,809
                                                                 ===========    ==========
Liabilities and Shareholders' Equity
Current Liabilities:
  Payable to Finova Capital................................            1,231         2,861
  Current portion of capital lease obligations.............              110           126
  Accounts payable.........................................            2,800         3,003
  Accrued expenses and other...............................            1,140         1,464
  Warranty.................................................              523           637
  Customer deposits, advances and other credits............              122            12
                                                                 -----------    ----------
                                                                       5,926         8,103

Capital lease obligations, net of current portions.........              135            95
Deferred rent..............................................               81            49
                                                                 -----------    ----------
                                                                       6,142         8,247
                                                                 -----------    ----------
Shareholders' Equity:
  Preferred Stock, $0.01 par value per share, Authorized,
   3,000,000 shares; Issued and outstanding, none at
   December 31, 1998 and June 30, 1999, respectively.......               --            --
  Common stock, $0.01 par value per share, Authorized,
   20,000,000 shares; Issued and outstanding, 11,027,084
   shares and 11,055,197 shares at December 31, 1998 and
   June 30, 1999, respectively.............................              110           111
  Capital in excess of par value - common .................           25,860        25,908
  Accumulated Deficit......................................          (10,738)      (10,457)
                                                                 -----------    ----------

                                                                      15,232        15,562
                                                                 -----------    ----------
      Total Liabilities and Shareholders' Equity...........      $    21,374    $   23,809
                                                                 ===========    ==========
</TABLE>

                       See notes to consolidated financial statements.

                                     - 2 -
<PAGE>


                                   ECCS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                           (In Thousands, Except Per Share Amounts)


<TABLE>
<CAPTION>
                                             For the Three Months           For the Six Months
                                                 Ended June 30,                Ended June 30,
                                                 --------------                --------------
                                             1998             1999           1998         1999
                                             ----             ----           ----         ----

<S>                                        <C>              <C>            <C>          <C>
Net sales............................      $ 6,469          $ 8,909        $14,709      $18,342

Cost of sales........................        4,502            5,709         10,312       12,203
                                           -------          -------        -------      -------

  Gross profit.......................        1,967            3,200          4,397        6,139

Operating expenses:
  Selling, general & administrative..        2,053            2,550          3,900        5,048
  Research & development.............          717              475          1,321          927
                                           -------          -------        -------      -------

Operating (loss) income..............         (803)             175           (824)         164

  Net interest income................          (91)             (33)          (216)        (117)
                                           -------          -------        -------      -------

Net (loss) income ...................      $  (712)         $   208        $  (608)     $   281
                                           -------          -------        -------      -------

  Preferred dividends................          - -              - -            - -          - -
                                           -------          -------        -------      -------

Net (loss) income applicable to
  common shares......................      $  (712)         $   208        $  (608)     $   281
                                           =======          =======        =======      =======

(Loss) earnings per common share:

Net (loss) income per common
  share - basic......................      $ (0.07)         $  0.02        $ (0.06)     $  0.03
                                           =======          =======        =======      =======

(Loss) earnings per common share
 assuming dilution:

Net (loss) income per common share -
  diluted............................      $ (0.07)         $  0.01        $ (0.06)     $  0.02
                                           =======          =======        =======      =======

Weighted average number of common
  and dilutive shares - basic........       10,958           11,029         10,938       11,028
                                           =======          =======        =======      =======
Weighted average number of common
  and dilutive shares - diluted......       10,958           11,869         10,938       11,633
                                           =======          =======        =======      =======
</TABLE>



                 See notes to consolidated financial statements.

                                     - 3 -
<PAGE>

                                   ECCS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                             Six Months Ended June 30,
                                                                             -------------------------
                                                                             1998                1999
                                                                             ----                ----
<S>                                                                       <C>                 <C>
Cash flows from operating activities:
  Net (loss) income...................................................    $   (608)           $    281
  Adjustments to reconcile net (loss) income to net cash (used in)
   provided by operating activities:
    Depreciation and amortization.....................................         533                 669
    Decrease (increase) in accounts receivable........................         678              (1,300)
    Decrease (increase) in inventories................................         610                (913)
    Decrease (increase) in prepaid expenses and other.................         111                 (40)
    Increase in payable to Finova Capital.............................          --               1,630
    (Decrease) increase in accounts payable, accrued liab., deferred
     rent and other...................................................      (1,515)                609
    Decrease in customer deposits, advances and other credits.........        (120)               (110)
                                                                          --------            --------
Net cash (used in) provided by operating activities...................        (311)                826
                                                                          --------            --------

Cash flows from investing activities:
  Additions to property, plant and equipment..........................        (978)               (239)
  Additions to capitalized software...................................        (451)               (492)
                                                                          --------            --------
Net cash used in investing activities.................................      (1,429)               (731)
                                                                          --------            --------

Cash flows from financing activities:
  Borrowings under revolving credit agreement.........................       2,373               9,792
  Repayments under revolving credit agreement.........................      (3,404)             (9,792)
  Repayment of long term debt, capital lease obligations..............         (11)                (24)
  Net proceeds from exercise of employee stock options and issuance
   of common stock....................................................         178                  49
                                                                          --------            --------

Net cash (used in) provided by financing activities...................        (864)                 25
                                                                          --------            --------

Net (decrease) increase in cash and cash equivalents..................      (2,604)                120

Cash and cash equivalents at beginning of period......................      11,625               5,374
                                                                          --------            --------

Cash and cash equivalents at end of period............................    $  9,021            $  5,494
                                                                          ========            ========

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Interest..........................................................    $     48            $     80
                                                                          ========            ========
</TABLE>



                 See notes to consolidated financial statements.



                                     - 4 -
<PAGE>
                                   ECCS, Inc.
                                   ----------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
         (Information for June 30, 1998 and June 30, 1999 is unaudited)
               (Dollars in Thousands except Per Share Information)


NOTE 1 - BASIS OF PRESENTATION

     The  information  presented for June 30, 1999,  and for the three month and
six  month  periods  then  ended,  is  unaudited,  but,  in the  opinion  of the
management of ECCS, Inc. ("ECCS" or the "Company"),  the accompanying  unaudited
consolidated  financial  statements contain all adjustments  (consisting only of
normal recurring adjustments) which the Company considers necessary for the fair
presentation  of the  Company's  financial  position  as of June 30,  1999,  the
results of its  operations  for the three and  six-month  periods ended June 30,
1998 and June 30, 1999, and its cash flows for the six-month  periods ended June
30, 1998 and June 30,  1999.  The  consolidated  financial  statements  included
herein have been  prepared in  accordance  with  generally  accepted  accounting
principles for interim  financial  information and the instructions to Form 10-Q
and Rule 10-01 of Regulation S-X. Accordingly,  certain information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles have been condensed or omitted.
These consolidated  financial  statements should be read in conjunction with the
Company's  audited  financial  statements  for the year ended December 31, 1998,
which were  included as part of the  Company's  Annual  Report on Form 10-K,  as
filed with the Securities and Exchange Commission.

     The consolidated  financial  statements include the accounts of the Company
and its subsidiaries.  All significant  inter-company  balances and transactions
have been eliminated.

     Results for the interim  period are not  necessarily  indicative of results
that may be expected for the entire year.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a) Organization and Business

     ECCS provides  intelligent  solutions to store,  protect and access mission
critical  information  for the Open  Systems  and related  markets.  The Company
designs,  manufactures and sells high  performance,  fault tolerant data storage
solutions for a wide range of customer requirements.

     ECCS sells to a broad range of customers in various  industries (e.g. large
database  companies,  financial  enterprises,  retail  enterprises,  non-profits
organizations,    Internet   Service    Providers,    digital   imaging   users,
telecommunications companies and the US Government).


                                     - 5 -
<PAGE>
                                   ECCS, Inc.
                                   ----------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
         (Information for June 30, 1998 and June 30, 1999 is unaudited)
               (Dollars in Thousands except Per Share Information)


     (b) Cash and Cash Equivalents

     The  Company  considers  short-term  investments  with a maturity  of three
months or less when purchased to be cash equivalents.

     (c) Inventories

     Inventories are stated at the lower of cost (first-in, first-out method) or
market.

     Inventories consist of the following:

                                                      December 31,    June 30,
                                                          1998          1999
                                                      -----------     -------
                                                                     (unaudited)
Purchased parts...................................    $    2,500     $    3,091
Finished goods....................................         3,848          4,210
                                                      ----------     ----------
                                                           6,348          7,301
     Less: inventory valuation reserve............           785            825
                                                      ----------     ----------
                                                      $    5,563     $    6,476
                                                      ==========     ==========

     (d) Property, Plant and Equipment

     Property,  plant  and  equipment  are  carried  at cost.  Depreciation  and
amortization  are provided on a straight-line  basis over their estimated useful
lives ranging from 3 to 5 years.

     Equipment  under  capital  leases is recorded at the lower of fair value or
present  value  of  minimum  lease  payments  at the  inception  of  the  lease.
Amortization of the leased property is computed using the  straight-line  method
over the term of the lease.

     (e) Fair Value of Financial Instruments

     The fair value amounts for cash,  accounts  receivable  and short term debt
approximate carrying amounts due to the short maturity of these instruments.

     (f) Software Development Costs

     The Company capitalizes  software  development costs in accordance with the
Statement  of  Financial  Accounting  Standards  ("SFAS") No. 86. Such costs are
capitalized  after  technological   feasibility  has  been  demonstrated.   Such
capitalized  amounts are amortized  commencing  with product  introduction  on a
straight-line  basis  utilizing the estimated  economic life ranging from one to
three years. Amortization of capitalized software development is charged to cost
of sales and  aggregated  $117 and $232 for the six month  period ended June 30,
1998 and June 30,  1999,  respectively.  At June 30, 1999 and December 31, 1998,
the Company had capitalized $3,787 and $3,661

                                     - 6 -
<PAGE>
                                   ECCS, Inc.
                                   ----------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
         (Information for June 30, 1998 and June 30, 1999 is unaudited)
               (Dollars in Thousands except Per Share Information)

of software development costs, respectively, of which $2,225 and $1,993 had been
amortized,  respectively.  During 1998, the Company wrote off $366 of previously
capitalized projects.

     (g) Impairment of Long-Lived Assets

     The  Company  records  impairment  losses  on  long-lived  assets  used  in
operations or expected to be disposed of when events and circumstances  indicate
that the cash flows  expected to be derived  from those assets are less than the
carrying  amounts  of  those  assets.  No such  events  and  circumstances  have
occurred.

     (h) Revenue Recognition

     In general, revenue is recognized upon shipment of the product or system or
as services are provided. Periodically,  revenue is recognized for product which
is being held at the  customer's  request.  Revenue is only  recognized  on such
product when all risks of ownership  have passed to the customer and the Company
has  no  specific  performance   obligations  remaining.   Revenues  related  to
maintenance   contracts  are  recognized  over  the  respective   terms  of  the
maintenance contracts.  Revenue for certain major product enhancements and major
new product offerings,  for which the Company believes that significant  product
development  risks may exist which can  realistically  only be addressed  during
live  beta  testing  at  end-user  sites,  is not  recognized  until  successful
completion of such end-user beta testing.

     (i) Warranty

     Estimated future warranty obligations related to ECCS products are provided
by charges to operations in the period the related revenue is recognized.

     (j) Research and Development Costs

     Research  and  development  costs are  expensed  as  incurred,  except  for
software development costs which are accounted for as noted above.

     (k) Income Taxes

     Income taxes are accounted for by the liability  method in accordance  with
the provisions of SFAS No. 109, Accounting for Income Taxes.

     (l) Stock Based Compensation

     SFAS No. 123, Accounting for Stock-Based Compensation, encourages, but does
not require companies to record compensation cost for stock-based employee

                                     - 7 -
<PAGE>
                                   ECCS, Inc.
                                   ----------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
         (Information for June 30, 1998 and June 30, 1999 is unaudited)
               (Dollars in Thousands except Per Share Information)


compensation  plans at fair value. The Company has chosen to continue to account
for  stock-based  compensation  using the intrinsic  value method  prescribed in
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees,"  and related  interpretations.  Accordingly,  compensation  cost for
stock  options is measured as the excess,  if any, of the quoted market price of
the  Company's  stock at the date of the grant over the amount an employee  must
pay to acquire the stock.

     (m) Per Share Information

     In 1997,  the  Financial  Accounting  Standards  Board issued SFAS No. 128,
Earnings per Share.  SFAS No. 128 replaced the  calculation of primary and fully
diluted  earnings per share with basic and diluted  earnings  per share.  Unlike
primary  earnings  per share,  basic  earnings  per share  excludes any dilutive
effects of options,  warrants and convertible  securities.  Diluted earnings per
share is very similar to the  previously  reported  fully  diluted  earnings per
share.  All earnings per share amounts for all periods have been presented,  and
where appropriate, restated to conform to the SFAS No. 128 requirements.


NOTE 3 - LITIGATION

     There are no individual  material  litigation  matters pending to which the
Company is a party or to which any of its property is subject.


NOTE 4 - CONVERTIBLE PREFERRED STOCK

     The Company has an authorized  class of 3,000,000 shares of Preferred Stock
which  may be  issued  by the  Board of  Directors  on such  terms and with such
rights, preferences and designations as the Board may determine.


NOTE 5 - TRANSACTION WITH A SIGNIFICANT CUSTOMER

     Compaq Computer Corp.  ("Compaq"),  the corporate owner of Tandem Computers
Incorporated ("Tandem"),  acquired Digital Equipment Corporation ("Digital"),  a
competitor of the Company,  in 1998. On March 24, 1998, the Company  announced a
relationship with Tandem pursuant to which Tandem could purchase Synchronix from
the  Company  and resell  Synchronix  under a private  label with  Tandem's  own
systems.  Although Tandem  purchased  product from the Company through the first
six months of 1999, the acquisition of Digital by Compaq has adversely  effected
the Company's  sales to  Compaq/Tandem.  As a result of Compaq's  acquisition of
Digital,  whose  products  included  a similar  storage  system to that of ECCS,
Compaq  decided to focus its  marketing  efforts on its own  products in lieu of
outsourced products. The

                                     - 8 -
<PAGE>
                                   ECCS, Inc.
                                   ----------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
         (Information for June 30, 1998 and June 30, 1999 is unaudited)
               (Dollars in Thousands except Per Share Information)


Company was informed that Tandem  intended to  discontinue  the marketing of the
Company's  product after the second  quarter of 1999.  Accordingly,  the Company
notified  Tandem that it terminated  the contract  effective  February 15, 1999,
which, pursuant to the reseller agreement, gave Tandem an additional ninety days
to purchase product from the Company.


NOTE 6 - TRANSACTION WITH A SIGNIFICANT VENDOR

     The Company has a $2,000 general line of credit with the Finova Group, Inc.
("Finova").  The agreement with Finova contains covenants relating to net worth,
total assets to debt and total  inventory  to debt.  The  Company's  obligations
under the agreement with Finova are  collateralized  by substantially all of the
assets of the Company.  Finova  increased  such general line of credit to $3,000
through January 31, 1999, on the same terms and conditions. After such date, the
Company  received  temporary  approval  to extend such line to the June 30, 1999
balance of $2,861.

     The Company  uses its line of credit with Finova to augment its  purchasing
ability with various  vendors.  The Company relied on this line of credit for 1%
and 20% of its inventory acquisitions,  respectively, the majority of which were
purchases from Tech Data  Corporation in the six months ended June 30, 1998, and
Bell Micro  Corporation  in the six  months  ended June 30,  1999.  The  maximum
amount,  during the preceding  twelve  months,  that the Company has drawn under
such general line of credit has been approximately  $2,861. As of June 30, 1999,
the Company had a balance of $2,861  outstanding  under this  credit  line,  and
available credit under such line towards future inventory purchases was zero.






                                     - 9 -
<PAGE>

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

OVERVIEW

     ECCS is a provider of  enterprise  storage  solutions to protect and ensure
access to critical data for server  attached,  Network  Attached  Storage (NAS),
Fibre Channel  Storage,  and Storage Area Networks (SAN) markets.  ECCS designs,
manufactures,  sells and supports high  performance,  user-definable,  fault and
non-fault  tolerant  storage  subsystems  to  meet  a  wide  range  of  customer
applications,  needs and  Operating  Systems (NT and UNIX).  These  connectivity
options enable  storage users the  flexibility to choose and deploy a particular
storage  solution  to  meet  their  needs,  accommodating  both  centralized  to
distributed storage environments.

     The Company  believes it has developed  innovative  fault tolerant  storage
systems through continued investment in engineering and through  customer-driven
product  development.  ECCS'  strategy is to provide its customers  with product
innovation to meet their changing business and computing needs. The Company also
provides its customers  with  connectivity  options,  performance  enhancements,
flexibility  and  improved  data  migration  paths to serve  most  Opens  System
environments.  The user tools the Company has engineered and  incorporated  into
its products are easy to use and automate event fixes,  work-arounds and various
notification means to track potential problems.

     ECCS  products  are  sold  globally   through   OEM's,   VAR's  and  system
integrators.   In  addition,   ECCS'  direct  sales  force  sells  its  products
domestically.  ECCS sells to a broad range of  customers  in various  industries
(e.g.  large database  companies,  financial  enterprises,  retail  enterprises,
non-profits  organizations,  Internet Service Providers,  digital imaging users,
telecommunications companies and the US Federal Government).

     The Company's revenues are generated from two primary sources: (i) revenues
derived from sales of mass storage enhancement products,  which include sales of
all ECCS mass storage enhancement  products,  including the Synchronix family of
products,  and  sales  of  certain  third  party  component  products  that  are
incorporated  into such mass  storage  enhancement  systems;  and (ii)  revenues
derived from services and other revenue which include professional  services and
maintenance contracts.

     The statements contained in this Quarterly Report on Form 10-Q that are not
historical facts are forward-looking  statements (as such term is defined in the
Private  Securities   Litigation  Reform  Act  of  1995).  Such  forward-looking
statements may be identified by, among other things,  the use of forward-looking
terminology   such  as  "believes,"   "expects,"   "may,"  "will,"  "should"  or
"anticipates" or the negative thereof or other variations  thereon or comparable
terminology, or by discussions of strategy that involve risks and uncertainties.
These  forward-looking  statements,  such as  statements  regarding  anticipated
future revenues, Year 2000 compliance, capital expenditures, selling,


                                     - 10 -
<PAGE>

general and administrative  expenditures,  research and development expenditures
and other statements  regarding matters that are not historical  facts,  involve
predictions.  The Company's  actual results,  performance or achievements  could
differ   materially  from  the  results  expressed  in,  or  implied  by,  these
forward-looking  statements  contained  in this  Quarterly  Report on Form 10-Q.
Factors that could cause actual  results,  performance or  achievements  to vary
materially include,  but are not limited to: component quality and availability,
changes in business conditions,  Year 2000 compliance of the Company's and other
vendors' products and related issues,  including impact of the Year 2000 problem
on  customer  buying  patterns,  changes in ECCS'  sales  strategy  and  product
development  plans,   changes  in  the  data  storage  or  network  marketplace,
competition  between  ECCS and other  companies  that may be  entering  the data
storage host/network attached markets, competitive pricing pressures,  continued
market acceptance of ECCS' open systems  products,  delays in the development of
new technology and changes in customer buying patterns.


RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS)

     Three Months Ended June 30, 1998 and 1999
     -----------------------------------------

     Net Sales

     Net sales  increased  by  approximately  $2,440 or 38% in the three  months
ended June 30, 1999, as compared to net sales in the three months ended June 30,
1998.  Sales of the  Company's  proprietary  mass storage  enhancement  systems,
including sales of certain third party component products, accounted for 95% and
97% of net sales in the  quarters  ended June 30,  1998 and 1999,  respectively.
Sales by the Company in its capacity as a VAR  accounted for 2% and less than 1%
of net  sales in the  quarters  ended  June 30,  1998  and  1999,  respectively.
Services  and  other  revenues  accounted  for 3% of net  sales  in  each of the
quarters ended June 30, 1998 and 1999. The increase in the 1999 period  resulted
primarily  from an increase in sales of the Company's  mass storage  enhancement
systems to the U. S. Air Force through  Federal  integrators,  offset in part by
decreases in sales to both the OEM and commercial markets.

     Sales to the U. S. Air Force through  Federal  integrators  were $6,333 and
accounted for approximately 71% of net sales in the quarter ended June 30, 1999.
Sales to the U. S. Air Force in this quarter increased by approximately  428% as
compared to the quarter ended June 30, 1998. The Company  believes that sales to
the U. S. Air Force  will  continue  to  comprise a  significant  portion of the
Company's  net sales for at least the next 12 months.  However,  there can be no
assurance that the U. S. Air Force will continue to purchase from the Company at
historical levels, if at all.

     Sales  to  alternate   channel   partners   were  $982  and  accounted  for
approximately  11% of net sales in the quarter  ended June 30, 1999.  Such sales
represent a 69% decrease as compared to sales to alternate  channel  partners in
the second quarter of 1998. Such

                                     - 11 -
<PAGE>

decrease  represents a decrease in sales to Unisys  Corporation,  the  Company's
primary alternate channel partner,  of approximately  $832 or 46%, combined with
the $1,016 or 99% decrease in sales to Tandem.

     During the first quarter of 1997, the Company commenced selling products to
Tandem. Sales to Tandem accounted for less than 1% of the Company's net sales in
the  quarter  ended  June 30,  1999.  In  January  1998  Compaq  Computer  Corp.
("Compaq"),  the corporate owner of Tandem, announced its planned acquisition of
Digital  Equipment  Corp.  ("Digital"),  a competitor  of the Company.  Although
Tandem  purchased  product from the Company  during the quarter  ended March 31,
1999, the acquisition of Digital by Compaq has adversely  effected the Company's
sales to Tandem/Compaq.  As a result of Compaq's  acquisition of Digital,  whose
products  include a similar  storage  system to that of ECCS,  Compaq decided to
focus its marketing efforts on its own products in lieu of outsourced  products.
The Company was informed that Tandem  intended to  discontinue  the marketing of
the Company's product after the second quarter of 1999. Accordingly, the Company
notified  Tandem that it terminated  the contract  effective  February 15, 1999,
which, pursuant to the reseller agreement, gave Tandem an additional ninety days
to purchase product from the Company.

     During the second  quarter of 1999 the Company was  informed by Unisys that
it would not continue the  marketing of the  Company's  Synchronix  1000 product
after December 31, 1999 and that it does not intend to initiate purchases of the
Synchronix 2000. Unisys is under contractual  obligation,  however,  to purchase
certain of the Company's product through year end.

     The Company continues its efforts to establish additional OEM relationships
and alternate channel relationships for specialized and standard versions of its
Synchronix  product  line.  As a  result  of the  consolidation  of OEMs and the
decrease in demand of OEMs seeking new storage solutions/vendors the Company has
shifted its sales and marketing focus to end users,  resellers and VAR's.  There
can be no assurance,  however,  that such  additional  relationships,  including
relationships  with  end  users  and  resellers,  will  be  established,  or  if
established,  that they will  compensate for the adverse impact on Company sales
to Tandem  resulting from Compaq's  acquisition  of Digital and the  anticipated
loss of the Company's OEM relationship with Unisys in the Year 2000.

     Sales to the Company's  commercial  customers were $1,594 and accounted for
approximately  18% of net sales in the quarter  ended June 30, 1999.  Such sales
represent a 26%  decrease as  compared  to sales to  commercial  accounts in the
quarter ended June 30, 1998. During the latter part of 1998, the Company shifted
its sales and marketing  focus to end user and reseller  accounts.  In addition,
during the first quarter of 1999,  the Company  introduced  Synchronix  2000 and
Synchronection 2 in support of this new sales and marketing  strategy.  With the
investment in both the sales and marketing infrastructure,  including additional
sales personnel,  as well as the investment in new product offerings  introduced
during the first part of 1999, the Company  expects that sales to the commercial
market should improve in the latter part of 1999. To that end, the


                                     - 12 -
<PAGE>

Company  announced  in June 1999,  that it had  received a  five-terabyte,  $1.1
million order for its fault tolerant  Synchronection  2 network attached storage
device.  There can be no assurance,  however,  that sales to commercial accounts
will continue at such levels, if at all.

     Gross Profit

     The  Company's  cost of sales  includes  primarily  the  cost of  purchased
material,  direct  labor and related  overhead  expenses,  and  amortization  of
capitalized  software.  The Company's  gross profit  increased by  approximately
$1,233 to  approximately  $3,200 from $1,967 in the three  months ended June 30,
1998.  Such  increase in gross  profit is due  primarily  to the higher level of
sales in 1999,  coupled with favorable gross margin  percentages.  The Company's
gross  profit  percentage  increased  to 36% in the three  months ended June 30,
1999, as compared to 30% in the  corresponding  period in the prior year. The 6%
increase is mainly  attributable  to the higher content of  proprietary  product
sales,  in addition to favorable costs  associated  with the quantity  discounts
that were received  during the quarter for third party  component  products that
are integrated with the Company's proprietary mass storage enhancement products.

     Operating Expenses

     Selling,  general and administrative ("SG&A") expenses consist primarily of
salaries, commissions, and travel costs for sales and marketing personnel, trade
shows  and  expenses  associated  with  the  Company's  management,  accounting,
contract and administrative  functions.  SG&A expenses decreased as a percentage
of net sales  representing  32% and 29% for the three months ended June 30, 1998
and 1999,  respectively.  SG&A expenses increased by $497 to $2,550 in the three
months  ended June 30, 1999 from $2,053 in the three months ended June 30, 1998.
Such  increase was primarily due to higher  commissions  associated  with higher
sales  levels in  addition  to the  hiring  of  additional  sales and  marketing
personnel coupled with enhanced efforts related to the Company's current and new
product offering. Salaries, commissions,  bonuses, employee benefits and payroll
taxes were the largest  components of SG&A expenses,  accounting for 68% and 71%
of such  expenses in the three  months  ended June 30,  1998 and June 30,  1999,
respectively.

     Research  and  development  expenses  consist  primarily  of  salaries  and
benefits paid to engineers and programmers and other related overhead  expenses.
These  expenses  decreased  in the three  months  ended June 30, 1999 by $242 to
$475,  or 34%,  from $717 in the  corresponding  period of the prior year.  This
decrease is due primarily to the Company's  decision to discontinue  its efforts
to develop a fibre controller and a controller design that incorporates Tandem's
ServerNet  Technology.  Research and development expenses for the second quarter
of 1999  represented  approximately  6% of the Company's net sales and including
the amount capitalized in accordance with SFAS No. 86, represented approximately
9% of the Company's net sales. Research and development expenses are anticipated
to increase substantially, in the near future, to enable the

                                     - 13 -
<PAGE>

Company  to  update  and  expand  upon its  existing  product  offerings  and to
integrate its products into systems of future OEMs.

     Research and  development  products for which the Company expects to devote
resources in the near future relate to: (i) a next  generation of the Synchronix
family of products;  (ii) the  development of a distributed  file system storage
architecture;  (iii)  new  interface  connectivities;  and (iv)  customized  OEM
products. The Company believes that the anticipated increase in its research and
development investment could adversely affect earnings in the next six months.

     Net Interest (Income)Expense

     Net interest income was $91 and $33 or the three months ended June 30, 1998
and June 30, 1999,  respectively.  The $58 reduction in interest  income was due
primarily to lower cash balances in 1999 compared to the same period in 1998.

     Six Months Ended June 30, 1998 and 1999
     ---------------------------------------

     Net Sales

     Net sales increased by approximately  $3,633 or 25% in the six months ended
June 30,  1999,  as compared to net sales in the six months ended June 30, 1998.
Sales of the Company's  proprietary mass storage enhancement systems,  including
sales of certain third party  component  products,  accounted for 93% and 97% of
net sales in the six months ended June 30, 1998 and 1999, respectively. Sales by
the Company in its  capacity as a VAR  accounted  for 2% and less than 1% of net
sales in the six months ended June 30, 1998 and 1999, respectively. Services and
other  revenues  accounted for 5% and 3% of net sales in the  six-month  periods
ended June 30, 1998 and June 30,  1999,  respectively.  The increase in the 1999
period  resulted  primarily  from an  increase  in sales of the  Company's  mass
storage enhancement systems to the U. S. Air Force through Federal  integrators,
offset in part by decreases in sales to both the OEM and commercial markets.

     Sales to the U. S. Air Force through Federal  integrators  were $12,527 and
accounted  for  approximately  68% of net sales in the six months ended June 30,
1999.  Sales  to the U. S. Air  Force  in the six  months  ended  June 30,  1999
increased  by  approximately  196% as  compared  to such sales in the six months
ended June 30, 1998. The Company believes that sales to the U. S. Air Force will
continue to comprise a  significant  portion of the  Company's  net sales for at
least the next 12 months.  However, there can be no assurance that the U. S. Air
Force will  continue to purchase from the Company at  historical  levels,  if at
all.

     Sales  to  alternate   channel  partners  were  $2,570  and  accounted  for
approximately 14% of net sales in the six months ended June 30, 1999. Such sales
represent a 63% decrease as compared to sales to alternate  channel  partners in
the comparable period of

                                     - 14 -
<PAGE>

1998. Such decrease  represents a decrease in sales to Unisys  Corporation,  the
Company's  primary alternate  channel partner,  of approximately  $1,653 or 46%,
combined with a $1,664 or 73% decrease in sales to Tandem.

     During the first quarter of 1997, the Company commenced selling products to
Tandem.  Sales to Tandem  accounted  for  approximately  3% of the Company's net
sales in the quarter ended March 31, 1999. In January 1998 Compaq Computer Corp.
("Compaq"),  the corporate owner of Tandem, announced its planned acquisition of
Digital  Equipment  Corp.  ("Digital"),  a competitor  of the Company.  Although
Tandem  purchased  product from the Company  during the quarter  ended March 31,
1999, the acquisition of Digital by Compaq has adversely  effected the Company's
sales to Tandem/Compaq.  As a result of Compaq's  acquisition of Digital,  whose
products  include a similar  storage  system to that of ECCS,  Compaq decided to
focus its marketing efforts on its own products in lieu of outsourced  products.
The Company was informed that Tandem  intended to  discontinue  the marketing of
the Company's product after the second quarter of 1999. Accordingly, the Company
notified  Tandem that it terminated  the contract  effective  February 15, 1999,
which, pursuant to the reseller agreement, gave Tandem an additional ninety days
to purchase product from the Company.

     During the second  quarter of 1999 the Company was  informed by Unisys that
it would not continue the  marketing of the  Company's  Synchronix  1000 product
after  December 31, 1999.  Unisys has also informed the Company that it does not
intend to initiate purchases of the Synchronix 2000. Unisys is under contractual
obligation,  however,  to purchase certain of the Company's product through year
end.

     The Company continues its efforts to establish additional OEM and alternate
channel  relationships  for specialized and standard  versions of its Synchronix
product  line.  As a result of the  consolidation  of OEMs and the  decrease  in
demand of OEMs seeking new storage solutions/vendors the Company has shifted its
sales and marketing  focus to end users,  resellers  and VAR's.  There can be no
assurance, however, that such additional relationships,  including relationships
with end users and resellers, will be established, or if established,  that they
will compensate for the adverse impact on Company sales to Tandem resulting from
Compaq's  acquisition of Digital and the  anticipated  loss of the Company's OEM
relationship with Unisys in the Year 2000.

     Sales  to  the  Company's  commercial  customers   represented  $3,245  and
accounted  for  approximately  18% of net sales in the six months ended June 30,
1999.  Such sales  represent a 10%  decrease as compared to sales to  commercial
accounts in the six months ended June 30, 1998.  During the latter part of 1998,
the  Company  shifted  its sales and  marketing  focus to end user and  reseller
accounts. In addition,  during the first quarter of 1999, the Company introduced
Synchronix 2000 and  Synchronection 2 in support of this new sales and marketing
strategy.  With the  investment in both the sales and marketing  infrastructure,
including  additional sales personnel,  as well as the investment in new product
offerings  introduced  during the first part of 1999,  the Company  expects that
sales to the  commercial  market  should  improve in the latter part of 1999. To
that end, the


                                     - 15 -
<PAGE>

Company  announced  in June 1999,  that it had  received a  five-terabyte,  $1.1
million order for its fault tolerant  Synchronection  2 network attached storage
device.  There can be no assurance,  however,  that sales to commercial accounts
will continue at such levels, if at all.

     Gross Profit

     The Company's  gross profit  increased by  approximately  $1,742 in the six
months ended June 30, 1999 to approximately $6,139 from $4,397 in the six months
ended June 30,  1998.  Such  increase in gross  profit is due  primarily  to the
higher level of sales in 1999, coupled with favorable gross profit  percentages.
The Company's gross profit percentage increased to 33.5% in the six months ended
June 30,  1999,  as compared  to 29.9% for the same  period last year.  The 3.6%
increase in gross margin is primarily due to the higher  content of  proprietary
product sales in addition to the favorable  costs  attributable  to the quantity
discounts  received for third party component  products that are integrated with
the Company's proprietary mass storage enhancement products.

     In  addition,  favorable  costs  attributable  to quantity  discounts  were
received  during  the  quarter  for  third  party  component  products  that are
integrated with the Company's proprietary mass storage enhancement products.

     Operating Expenses

     SG&A  expenses  increased  by $1,148 to $5,048 in the six months ended June
30, 1999 from $3,900 in the six months  ended June 30, 1998.  Such  increase was
due primarily to higher  commissions  associated  with higher sales  levels,  in
addition to the hiring of additional sales and marketing personnel, coupled with
enhanced efforts to market the Company's current and new product offerings. SG&A
expenses as a percentage of net sales represented 27% and 26% for the six months
ended June 30,  1999 and 1998,  respectively.  Salaries,  commissions,  bonuses,
employee  benefits  and  payroll  taxes  were  the  largest  components  of SG&A
expenses,  accounting  for 71% and 70% of such  expenses in the six months ended
June 30, 1999 and June 30, 1998, respectively.

     Research and  development  expenses  decreased in the six months ended June
30, 1999 by $394 to $927, or 30%, from $1,321 in the corresponding period of the
prior  year.  This  decrease  is due  primarily  to the  Company's  decision  to
discontinue  its efforts to develop a fibre  controller and a controller  design
that  incorporates  Tandem's  ServerNet  technology.  Such  expenses for the six
months ended June 30, 1999 represented  approximately  5.2% of the company's net
sales and,  including the amount  capitalized  in  accordance  with SFAS No. 86,
represented approximately 7% of the Company's net sales.

     Net Interest (Income) Expense

     Net  interest  income was $216 and $117 for the six  months  ended June 30,
1998 and June 30, 1999,  respectively.  The $99 reduction in interest income was
due primarily

                                     - 16 -
<PAGE>

to lower cash balances in 1999 compared to the same period in 1998.

LIQUIDITY AND CAPITAL RESOURCES (DOLLARS IN THOUSANDS)

     Since  1994,  the  Company has funded its  operations  primarily  from cash
generated by operations  augmented  with funds from  borrowings  under a line of
credit and inventory  financing  and through  private and public sales of equity
securities.  On June 30, 1999,  the  Company's  cash  balance was  approximately
$5,400.

     Net cash used in  operating  activities  was $311 for the six months  ended
June 30, 1998.  Net cash provided by operating  activities  was $826 for the six
months ended June 30, 1999. Such source of cash in 1999 resulted  primarily from
income from operations after adding back depreciation and amortization. Net cash
used in  financing  activities  was $864 for the six months ended June 30, 1998,
while net cash provided by financing activities was $25 for the six months ended
June 30, 1999.

     The Company used $978 and $239 for the  acquisition  of equipment by direct
purchase during the six months ended June 30, 1998 and 1999, respectively.  Such
expenditures in 1999 primarily  consisted of computer equipment  associated with
the Company's research and development  efforts.  Total capital expenditures for
1999 are  expected  to be  approximately  $600,  although  such  amounts are not
subject to formal  commitments.  The Company  anticipates that such expenditures
will include the purchase of capital  equipment for research and development and
general  corporate  use.  There are no other  material  commitments  for capital
expenditures  currently  outstanding.   Net  activities,   under  the  Company's
revolving credit agreement, were zero for the six months ended June 30, 1999 and
were net payments of $1,031 for the six months ended June 30, 1998.

     The Company's  working capital was  approximately  $12,000 at June 30, 1999
and December 31, 1998, respectively.

     On July  9,  1997,  the  Company  entered  into a full  recourse  factoring
facility with  NationsBanc  Commercial  Corporation  ("NCC") which  provides for
aggregate  advances  not to exceed the lesser of $7,000 or up to 85% of Eligible
Receivables  (as  defined).  Interest  on such  advances  is payable  monthly in
arrears at the prime  lending  rate and the Company is  obligated to pay certain
annual  fees.  The  factoring  facility is for a period of three  years  (unless
terminated  by NCC by providing  the Company  sixty days prior  written  notice)
beginning on July 30, 1997. The  obligations of the Company under such agreement
are collateralized by substantially all of the assets of the Company. As of June
30, 1999, the Company's balance  outstanding under this full recourse  factoring
facility was zero.

     The Company also has a $2,000 general line of credit with the Finova Group,
Inc.  ("Finova").  The agreement with Finova contains  covenants relating to net
worth,  total  assets  to debt  and  total  inventory  to  debt.  The  Company's
obligations under the

                                     - 17 -
<PAGE>

agreement with Finova are  collateralized  by substantially all of the assets of
the Company.  Finova  increased  such  general line of credit to $3,000  through
January 31, 1999, on the same terms and conditions. After such date, the Company
received  temporary approval to extend such line to the June 30, 1999 balance of
$2,861.

     The Company  uses its line of credit with Finova to augment its  purchasing
ability with various  vendors.  The Company relied on this line of credit for 1%
and 20% of its inventory acquisitions,  respectively, the majority of which were
purchases from Tech Data  Corporation in the six months ended June 30, 1998, and
Bell Micro  Corporation  in the six  months  ended June 30,  1999.  The  maximum
amount,  during the preceding  twelve  months,  that the Company has drawn under
such general line of credit has been approximately  $2,861. As of June 30, 1999,
the Company had a balance of $2,861  outstanding  under this  credit  line,  and
available credit under such line towards future inventory purchases was zero.

     NCC and Finova had entered into an  intercreditor  subordination  agreement
with respect to their relative  interest in  substantially  all of the Company's
assets.

     The Company's  agreement  with NCC  restricts the Company's  ability to pay
certain dividends without NCC's prior written consent.  The Company's  agreement
with Finova prohibits the payment of dividends.

     During 1998,  the Company  utilized  $1,118 of net operating loss carryover
("NOL") for federal tax purposes.  The Company has a NOL for Federal  income tax
purposes of  approximately  $10,278 which will begin to expire 2009. The Company
also has research and development  tax credit  carryovers for Federal income tax
purposes of approximately  $226 which will begin to expire in 2009. In addition,
the Company has  alternative  minimum tax credits of  approximately  $67.  These
credits can be carried forward indefinitely. The Company experienced a change in
ownership  in 1996 as defined  by  Section  382 of the  Internal  Revenue  Code.
Accordingly, future use of these NOLs and income tax credits may be limited.

     The Company also has approximately $12,965 of state NOL carryforwards which
will  begin to expire in 2001 and state  research  and  development  tax  credit
carryforwards of $334 as of December 31, 1998.

     Under SFAS No. 109, a valuation  allowance is established,  if based on the
weight of available  evidence,  it is more likely than not that a portion of the
deferred tax asset will not be realized. Accordingly, a full valuation allowance
has been provided to offset the  Company's  net deferred tax assets  because the
Company is in a cumulative  loss  position.  Such  valuation  allowance  will be
reassessed periodically by the Company.

     The Company believes that its existing  available cash,  credit  facilities
and the cash flow expected to be generated from operations,  will be adequate to
satisfy its current and planned operations for at least the next 12 months.

                                     - 18 -
<PAGE>

     The  Company's   operating   results  are  affected  by  seasonal  factors,
particularly the spending  fluctuations of its largest  customers  including the
U.S. Air Force through  Federal  integrators  and Unisys.  Due to the relatively
fixed nature of certain of the  Company's  costs,  a decline in net sales in any
fiscal quarter will have a material adverse effect on that quarter's  results of
operations. The Company does not expect such spending fluctuations to be altered
in the future.  A  significant  reduction  in orders  from any of the  Company's
largest  customers could have a material adverse effect on the Company's results
of operations.  There can be no assurance that the Company's  largest  customers
will  continue to place orders with the Company or that orders of its  customers
will continue at their previous levels.


IMPACT OF THE YEAR 2000

     General

     Computer  systems were originally  designed to recognize  calendar years by
the last two digits in the date code field.  Beginning  in the Year 2000,  these
date  code  field  will  need  to  accept  four  digit  entries  to  distinguish
twenty-first  century dates from twentieth  century dates. Any of ECCS' computer
programs  that have  time-sensitive  software may recognize a date using "00" as
the year 1900 rather than the Year 2000.  This could result in a system  failure
or miscalculations  causing  disruptions of operations,  including,  among other
things, a temporary inability to process transactions,  send invoices, or engage
in similar  normal  business  activities.  As a result,  in the coming year, the
computerized systems (including both information and non-information  technology
systems) and applications used by ECCS will need to be reviewed,  evaluated and,
if and where  necessary,  modified or  replaced  to ensure  that all  financial,
information and operating systems are Year 2000 compliant.

     State of Readiness

     ECCS has formed an internal task force comprised of  representatives of its
various relevant  departments to address Year 2000 compliance matters.  The task
force has  undertaken a preliminary  review of internal and external  areas that
are likely to be affected by Year 2000 compliance matters and has classified the
various areas as mission critical, important or non-critical/non-important.

     With  respect  to  internal  matters,  ECCS has  completed  a review of its
hardware  and software to determine  whether its  business-related  applications
(including   applications  relating  to  distribution,   finance,   inventories,
operations,   products,  purchasing  and  sales/marketing)  will  be  Year  2000
compliant.  In  addition,  in 1998,  programs  designed  to  identify  Year 2000
problems associated with dates embedded in certain  business-related  files were
created and executed to identify any Year 2000  compliance  issues.  The testing
unearthed  a few Year  2000  problems,  all of which  have  been  addressed  and
retested  for Year 2000  readiness.  The  results of such tests  continue  to be
analyzed. There can be no

                                     - 19 -
<PAGE>

assurance,  however,  that  such  testing  has  detected,  or will  detect,  all
compliance issues related to the Year 2000 problem.

     With respect to external matters,  ECCS has distributed  questionnaires and
requests for certification to its mission critical vendors and in the process of
obtaining and reviewing the responses thereto. The questionnaires have requested
information  concerning embedded  technologies of such vendors, the hardware and
software  applications used by such vendors and the Year 2000 compliance efforts
of such vendors relating thereto.

     Estimated Year 2000 Compliance Costs

     Through June 30,  1999,  ECCS has  incurred  approximately  $1,275 in costs
(excluding in-house labor and hardware),  which includes installation of the ERP
system in 1998, in connection with Year 2000 compliance matters.  ECCS estimates
that  it will  expend  approximately  $100 in  fiscal  year  1999 on  additional
hardware, software and other items related to the Year 2000 compliance matters.

     Risks Relating to Year 2000 Compliance Matters

     ECCS'  goal is to become  Year 2000  compliant  with  respect  to  internal
matters  during  calendar year 1999.  Although ECCS has begun and is undertaking
testing of its internal  business-related  hardware  and software  applications,
there can be no assurances that such testing will detect all  applications  that
may be  affected  by year 2000  compliance  problems.  With  respect to external
matters,  due to the  multi-dependent  and interdependent  issues raised by Year
2000  compliance,  including many factors beyond its control,  ECCS may face the
possibility  that  one or  more of its  mission  critical  vendors,  such as its
utilities,  telephone carriers or equipment manufacturers,  may not be Year 2000
compliance  on a timely  basis.  Because of the unique  nature of such  vendors,
alternate providers may not be available.

     Contingency Planning

     ECCS has begun the  process of  assessing  contingency  plans that might be
available  in the event of either  internal  or  external  Year 2000  compliance
problems.  To this end, ECCS' various internal departments have begun to prepare
assessments of potential contingency alternatives. The task force will undertake
a review of these  assessments in respect of application of contingency plans on
a  department-by-department  basis and on a company-wide  basis. ECCS intends to
complete its contingency  planning in respect to Year 2000 compliance during the
third quarter of calendar year 1999.



                                     - 20 -
<PAGE>

                           PART II. OTHER INFORMATION
                           --------------------------

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     The Annual Meeting of  Shareholders of the Company (the "Meeting") was held
on June 24, 1999.

     There  were  present  at the  Meeting  either in person or by proxy  common
shareholders  holding an aggregate of 10,682,818 shares out of a total number of
11,028,084 shares issued,  outstanding and entitled to vote at the Meeting.  The
results of the vote  taken at the  Meeting  with  respect  to each  nominee  for
director were as follows:

NOMINEE                      FOR                          WITHHELD
- -------                      ---                          --------

Michael E. Faherty           10,626,246 Shares            56,572 Shares
Gale R. Aguilar              10,626,246 Shares            56,572 Shares
Gregg M. Azcuy               10,626,246 Shares            56,572 Shares
James K. Dutton              10,626,246 Shares            56,572 Shares
Donald E. Fowler             10,626,246 Shares            56,572 Shares
Frank R. Triolo              10,626,246 Shares            56,572 Shares
Thomas I. Unterberg          10,626,246 Shares            56,572 Shares

     A vote  was  also  taken at the  Meeting  on the  proposal  to  ratify  the
appointment of Ernst & Young, LLP as the independent auditors of the Company for
the fiscal year ending  December 31, 1999. Of the  10,682,818  shares present at
the Meeting in person or by proxy, 10,660,258 shares were voted in favor of such
proposal,  12,350  shares were voted  against such  proposal  and 10,210  shares
abstained from voting.

ITEM 5.   OTHER INFORMATION.

(a) TANDEM AND UNISYS.
    ------------------

     Compaq Computer Corp.  ("Compaq"),  the corporate owner of Tandem Computers
Incorporated  ("Tandem") acquired Digital Equipment Corporation  ("Digital"),  a
competitor of the Company,  in 1998. On March 24, 1998, the Company  announced a
relationship with Tandem pursuant to which Tandem could purchase Synchronix from
the  Company  and resell  Synchronix  under a private  label with  Tandem's  own
systems.  Although Tandem  purchased  product from the Company through 1998, the
acquisition of Digital by Compaq has adversely  effected the Company's  sales to
Compaq/Tandem.  As a result of Compaq's  acquisition of Digital,  whose products
included a similar  storage system to that of ECCS,  Compaq decided to focus its
marketing  efforts  on its own  products  in lieu of  outsourced  products.  The
Company was informed that Tandem  intended to  discontinue  the marketing of the
Company's  product after the second  quarter of 1999.  Accordingly,  the Company
notified  Tandem that it terminated  the contract  effective  February 15, 1999,
which, pursuant to the reseller agreement, gave Tandem an

                                     - 21 -
<PAGE>

additional  ninety days to purchase  product from the  Company.  For the quarter
ended June 30, 1999 sales to Tandem  accounted for less than 1% of the Company's
total net sales.

(b)  IN HOUSE MANUFACTURING.
     -----------------------

     The primary outside manufacturer for the Synchronix system,  Unisys, closed
its Winnipeg computer storage systems  manufacturing  plant on or about July 31,
1999. The Company has commenced manufacturing the Synchronix 1000 and Synchronix
2000  in-house  and plans to locate  another  third  party  manufacturer  and/or
continue to manufacture such systems in-house. Although the Company has achieved
ISO 9000 certification in February,  1999 and anticipates that it has sufficient
facilities and expertise to manufacture such systems  in-house,  there can be no
assurance  that  material  problems  will not  arise in the  future  that  could
materially adversely effect the Company's results of operations.

     During the second  quarter of 1999 the Company was  informed by Unisys that
it would not continue the  marketing of the  Company's  Synchronix  1000 product
after December 31, 1999 and that it does not intend to initiate purchases of the
Synchronix 2000. Unisys is under contractual  obligation,  however,  to purchase
certain of the Company's product through year end.

(c)  RESIGNATION OF DAVID BOYLE.
     ---------------------------

     On June 21, 1999 David Boyle, Vice President,  Sales and Marketing resigned
from his position with the Company.  Since the date of Mr.  Boyle's  resignation
the Company has been actively seeking his replacement.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  Exhibits.

          11     Calculation of Earnings Per Share

          27     Financial Data Schedule for the period ended June 30, 1999.



     (b)  Reports on Form 8-K.

          None.



                                     - 22 -
<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.


                                        ECCS, Inc.




Date: August 9, 1999                    By: /s/ Gregg M. Azcuy
                                           -------------------------------------
                                            Gregg M. Azcuy, President
                                            and Chief Executive Officer
                                            (Principal Executive Officer)



Date: August 9, 1999                    By: /s/ Louis J. Altieri
                                           -------------------------------------
                                            Louis J. Altieri, Vice President,
                                            Finance and Administration
                                            (Principal Financial and
                                            Accounting Officer)




                                     - 23 -
<PAGE>

                                   EXHIBIT 11

                        Calculation of Earnings per Share
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                         Three Months                 Six Months
                                                        Ended June 30,              Ended June 30,
                                                      1998         1999            1998           1999
Numerator:
<S>                                                <C>           <C>            <C>            <C>
Net income (loss)................................  $   (712)     $    208       $   (608)      $    281
Preferred stock dividends........................        --            --             --             --
                                                   --------      --------       --------       --------

Numerator for basic earnings per share -
(loss) income available to common shareholders...  $   (712)     $    208       $   (608)      $    281

Effect of dilutive securities:

Preferred stock dividends........................        --            --             --             --
Interest on unpaid preferred stock dividends.....        --            --             --             --
                                                   --------      --------       --------       --------
                                                         --            --             --             --
Numerator for dilutive (loss) earnings per
share - (loss) income available to common
shareholders after assumed conversion............  $   (712)     $    208       $   (608)      $    281

Denominator:

Denominator for basic (loss) earnings per share-
weighted-average shares..........................    10,958        11,029         10,938         11,028


Effect of dilutive securities:

Employee stock options and warrants..............        --            --             --             --
Convertible preferred stock......................        --            --             --             --
                                                   --------      --------       --------       --------
                                                         --            --             --             --

Dilutive potential common shares
Denominator for diluted (loss) earnings per
share - Adjusted weighted-average shares and
assumed conversion...............................    10,958        11,869         10,938         11,633
                                                   ========      ========       ========       ========

Basic (loss) earnings per share                    $  (0.07)     $   0.02       $  (0.06)      $   0.03
                                                   ========      ========       ========       ========

Diluted (loss) earnings per share                  $  (0.07)     $   0.01       $  (0.06)      $   0.02
                                                   ========      ========       ========       ========
</TABLE>


                                     - 24 -

<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
This schedule contains summary financial  information extracted from the audited
consolidated  financial  statements  at March 31,  1999 and for the three  month
period  ended March 31, 1999 and is  qualified  in its  entirety by reference to
such financial statements.
</LEGEND>
<CIK>                         0000900619
<NAME>                        ECCS, Inc.
<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S. DOLLARS

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-01-1999
<PERIOD-END>                                   JUN-30-1999
<EXCHANGE-RATE>                                1
<CASH>                                         5,494
<SECURITIES>                                   0
<RECEIVABLES>                                  7,991
<ALLOWANCES>                                   47
<INVENTORY>                                    6,476
<CURRENT-ASSETS>                               20,205
<PP&E>                                         6,779
<DEPRECIATION>                                 5,061
<TOTAL-ASSETS>                                 23,809
<CURRENT-LIABILITIES>                          8,103
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       111
<OTHER-SE>                                     15,451
<TOTAL-LIABILITY-AND-EQUITY>                   23,809
<SALES>                                        18,342
<TOTAL-REVENUES>                               18,342
<CGS>                                          12,203
<TOTAL-COSTS>                                  5,048
<OTHER-EXPENSES>                               927
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             (117)
<INCOME-PRETAX>                                0
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            281
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   281
<EPS-BASIC>                                  .03
<EPS-DILUTED>                                  .02


</TABLE>


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