BROADBAND TECHNOLOGIES INC /DE/
10-Q, 1996-11-14
TELEPHONE & TELEGRAPH APPARATUS
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                       Securities and Exchange Commission
                             Washington, D.C. 20549
                                    Form 10-Q

      [x]         Quarterly Report pursuant Under Section 13 or 15(d)
                   of the Securities Exchange Act of 1934
                    For the Quarterly Period Ended September 30, 1996
                                                     or

      [ ]          Transition Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934
                    For the Transition Period            to            .
                                             ------------  ------------

                         Commission File Number 0-21766


                          BroadBand Technologies, Inc.



               Delaware                                   56-1615990
    (State of Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                        Identification No.)



4024 Stirrup Creek Drive, Durham, N.C.                       27703
(Address of Principal Executive Offices)                   (Zip Code)


Registrant's telephone number, including area code          (919) 544-0015
                                                    ---------------------------

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 in each of the issuer's classes of
common stock, as of the latest feasible date.

Classes                                      Outstanding as of November 8, 1996
- -------
Common Stock ($.01 par Value)                           13,245,540


<PAGE>


                          BroadBand Technologies, Inc.
                                      Index



<TABLE>
<CAPTION>

                                                                                                PAGE NO.
                                                                                              -------------

<S>                                                                                           <C>
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements:

          Condensed  Balance Sheets
          September 30, 1996 and December 31, 1995                                                 3

          Condensed  Statements of Income
          Three Months Ended September 30, 1996 and 1995                                           5

          Condensed  Statements of Income
          Nine Months Ended September 30, 1996 and 1995                                            6

          Condensed  Statements of Cash Flows                                                      7
          Nine Months Ended September 30, 1996 and 1995

          Notes to  Condensed Financial Statements                                                 8

Item 2.  Management's Discussion and Analysis of Financial  Condition and Results of
          Operations                                                                               11


PART II - OTHER INFORMATION

Item 5.  Other Information                                                                         14


SIGNATURE                                                                                          16


</TABLE>

                                       2

<PAGE>



                          BroadBand Technologies, Inc.
                            Condensed Balance Sheets





PART I.       FINANCIAL INFORMATION

              ITEM 1.        FINANCIAL STATEMENTS


<TABLE>
<CAPTION>

                                                                    SEPTEMBER 30,          DECEMBER 31,
                                                                         1996                  1995
                                                                --------------------------------------------
                                                                     (Unaudited)            (Audited)
<S>                                                             <C>                        <C>
ASSETS
Current assets:
   Cash, cash equivalents and short term investments
             (Notes 2 and 3)                                         $155,059,172            $65,350,943
   Accounts receivable, trade                                           2,597,097              4,313,465
   Inventories (net)  (Note 4)                                          1,084,253              2,007,362
   Prepaid expenses and other current assets                              803,113                692,171
                                                                      -----------------------------------
Total current assets                                                  159,543,635             72,363,941
                                                                       


Property, plant and equipment, at cost                                 26,635,458             23,827,633
Less allowance for depreciation and amortization                      (14,114,899)           (10,233,135)
                                                                      -----------------------------------
                                                                       12,520,559             13,594,498

Deferred debt issuance costs (Note 8)                                   3,663,489                      0


                                                                      -----------------------------------
Total assets                                                         $175,727,683        $    85,958,439
                                                                     ====================================


</TABLE>

See notes to condensed financial statements.


                                       3

<PAGE>


                          BroadBand Technologies, Inc.
                            Condensed Balance Sheets





<TABLE>
<CAPTION>

                                                                  SEPTEMBER 30,           DECEMBER 31,
                                                                      1996                    1995
                                                             ----------------------- -----------------------
                                                                   (Unaudited)              (Audited)
<S>                                                          <C>                      <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued expenses                           $9,541,104               $10,410,803
   Accrued warranty reserve                                         4,158,064                 2,758,743
   Deposits                                                         3,558,313                 5,418,776
   Deferred revenue                                                 6,125,000                 8,193,970
   Current installments of capitalized leases                          56,422                   264,447
                                                              ---------------------- -----------------------
Total current liabilities                                          23,438,903                27,046,739

Capitalized leases, excluding current installments                          0                    43,420

Long term debt (Note 8)                                           115,000,000                         0

Stockholders' equity:

     Common stock, $.01 par value: 30,000,000 shares
       authorized; 13,242,938 shares issued and outstanding
       at September 30, 1996; and 13,151,167 shares
       issued and outstanding at December 31, 1995.
                                                                     132,429                    131,512
                                                                      
   Additional paid-in capital                                     161,895,545               160,927,240
   Accumulated deficit                                           (124,739,194)             (102,190,472)
                                                             ------------------------ ----------------------
Total stockholders' equity                                         37,288,780                58,868,280
                                                             ------------------------ ----------------------
Total liabilities and stockholders' equity                       $175,727,683               $85,958,439
                                                             ======================== ======================


</TABLE>

See notes to condensed financial statements.


                                       4

<PAGE>


                          BroadBand Technologies, Inc.
                         Condensed Statements of Income
                                   (Unaudited)




<TABLE>
<CAPTION>

                                                                       THREE MONTHS ENDED SEPT. 30,
                                                                    1996                       1995
                                                                 ------------             -------------

<S>                                                             <C>                      <C>
Net sales                                                        $5,706,049                  $7,064,725

Cost and expenses:
   Cost of sales                                                  5,312,621                   7,164,799
   Research and development                                       6,174,046                   4,462,731
   Selling, general and administrative expenses                   2,928,640                   2,859,018
                                                                ------------             -------------
                                                                 14,415,307                  14,486,548
                                                                ------------             -------------
Loss from operations                                             (8,709,258)                (7,421,823)

Interest income                                                   1,858,960                   1,053,103
Interest expense                                                 (1,648,131)                   (16,572)
                                                                ------------             -------------
Loss before income taxes                                         (8,498,429)                (6,385,292)

Income taxes                                                              0                          0
                                                                ------------             -------------
Net Loss                                                        $(8,498,429)               $(6,385,292)
                                                                =============            =============
Net loss per share (Note 5)                                     $      (.64)               $      (.49)
                                                                =============            =============
Average number of shares and equivalents                         13,241,090                 13,109,019
                                                                =============            =============

</TABLE>


See notes to condensed financial statements.


                                       5

<PAGE>




                          BroadBand Technologies, Inc.
                         Condensed Statements of Income
                                   (Unaudited)




<TABLE>
<CAPTION>


                                                                       NINE MONTHS ENDED SEPT. 30,
                                                                    1996                      1995
                                                             -------------------      ------------------


<S>                                                             <C>                       <C>
Net sales                                                       $15,217,611                 $15,741,346

Cost and expenses:
   Cost of sales                                                 14,792,755                  17,133,051
   Research and development                                      16,317,449                  14,114,536
   Selling, general and administrative expenses                   8,170,545                   8,641,662
                                                             -------------------      ------------------
                                                                 39,280,749                  39,889,249
                                                             -------------------      ------------------
Loss from operations                                            (24,063,138)               (24,147,903)

Interest income                                                   3,952,382                   3,250,549
Interest expense                                                 (2,437,968)                   (16,474)
                                                             -------------------      ------------------
Loss before income taxes                                        (22,548,724)               (20,913,828)

Income taxes                                                              0                           0
                                                             -------------------      ------------------
Net Loss                                                       $(22,548,724)               (20,913,828)
                                                             ===================      ==================
Net loss per share (Note 5)                                    $      (1.71)               $     (1.60)
                                                             ===================      ==================
Average number of shares and equivalents                         13,194,579                  13,076,807
                                                             ===================      ==================

</TABLE>


See notes to condensed financial statements.


                                       6

<PAGE>





                          BroadBand Technologies, Inc.
                       Condensed Statements of Cash Flows
                                   (Unaudited)




<TABLE>
<CAPTION>


                                                                           NINE MONTHS ENDED SEPT. 30,
                                                                          1996                    1995
                                                                     --------------          --------------

<S>                                                                  <C>                    <C>
OPERATING ACTIVITIES
Net cash used in operating activities                                 $(19,413,989)          $  (5,644,389)

INVESTING ACTIVITIES
   Acquisitions of furniture, fixtures, and equipment                   (2,807,826)             (7,166,445)
   Disposal of furniture, fixtures, and equipment                                0                 451,261
                                                                     --------------          --------------
Net cash used in investing activities                                   (2,807,826)             (6,715,184)

FINANCING ACTIVITIES
   Issuance of common stock                                                969,222                 331,379
   Issuance of Warrants                                                          0               7,000,000
   Net proceeds from sale of Convertible Debt                          111,212,267                       0
   Principal repayments on capital lease obligation                       (251,445)               (268,362)
                                                                     --------------          --------------
Net cash provided by financing activities                              111,930,044               7,063,017
                                                                     --------------          --------------
Increase/(decrease) in cash and cash equivalents                        89,708,229              (5,296,556)
Cash and cash equivalents at beginning of period                        65,350,943              80,289,960
                                                                     --------------          --------------
Cash and cash equivalents at end of period                            $155,059,172             $74,993,404
                                                                     ==============          ==============

</TABLE>


See notes to condensed  financial statements.

                                       7

<PAGE>



                          BroadBand Technologies, Inc.
                     Notes to Condensed Financial Statements
                               September 30, 1996






1.   BASIS OF PRESENTATION

     The accompanying unaudited condensed financial statements have been
     prepared in accordance with generally accepted accounting principles for
     interim financial information and with the instructions to Form 10-Q and
     Article 10 of Regulation S-X. Accordingly, they do not include all of the
     information and footnotes required by generally accepted accounting
     principles for complete financial statements. In the opinion of management,
     all adjustments (consisting of normal recurring accruals) considered
     necessary for a fair presentation have been included. Operating results for
     the three and nine months ended September 30, 1996 and 1995 are not
     necessarily indicative of the results that may be expected for a full
     fiscal year. For further information, refer to the financial statements and
     accompanying footnotes for the year ended December 31, 1995 included in the
     Company's Form 10-K submission.

2.   RESTRICTED CASH

       The Company has outstanding stand-by letters of credit in the amount of
       $451,043. This letter of credit is collaterized by restricted cash of the
       same amount.

3.   CASH AND CASH EQUIVALENTS

     The Company considers all highly liquid investments with a maturity of
     three months or less to be cash equivalents. Cash equivalents consists
     principally of United States treasury securities and commercial paper.

     INVESTMENTS IN DEBT SECURITIES

     The Company adopted Statement of Financial Accounting Standards No. 115,
     "Accounting for Certain Investments in Debt and Equity Securities" (FAS
     115), in 1994. There was no cumulative effect as a result of adopting FAS
     115.

     Management determines the appropriate classification of its investments in
     debt securities at the time of purchase and reevaluates such determination
     at each balance sheet date. Debt securities for which the Company has both
     the intent and ability to hold to maturity are classified as held to
     maturity. These securities are carried at amortized cost. At September 30,
     1996, the Company had no investments that qualified as trading or available
     for sale.


                                       8

<PAGE>


                          BroadBand Technologies, Inc.
                     Notes to Condensed Financial Statements






3.   INVESTMENTS IN DEBT SECURITIES (CONTINUED)

     At September 30, 1996, the Company's investments in debt securities were
     classified as cash and cash equivalents and short-term investments. The
     Company maintains cash and cash equivalents and short-term investments
     principally in United States treasury securities and commercial paper with
     a maturity date less than twelve months with various financial
     institutions. These financial institutions are located in different areas
     of the U.S. and Company policy is designed to limit exposure to any one
     institution. The Company performs periodic evaluations of the relative
     standing of those financial institutions that participate in the Company's
     investment strategy.

     The following is a summary of cash and cash equivalents and short-term
     investments by balance sheet classification for September 30, 1996 and
     December 31, 1995:


                                            SEPTEMBER 30,       DECEMBER 31,
                                                1996               1995
                                        --------------------  ----------------
         Cash and cash equivalents:
             Demand deposit accounts         $ 111,170,748     $   17,544,401
             Commercial paper                   19,875,009         17,678,067
             U.S. Treasury Obligations           1,504,880         12,026,297
                                        --------------------  -----------------
                                             $ 132,550,637     $   47,248,765
                                        ====================  =================
         Short-term investments:
             Commercial paper               $   19,542,526    $     5,425,895
             U.S. Treasury Obligations           2,966,009         12,676,283
                                        --------------------  -----------------
                                            $   22,508,535     $   18,102,178
                                        ====================  =================



     The estimated fair value of each investment approximates the amortized cost
     and, therefore, there are no unrealized gains or losses as of September 30,
     1996.


                                       9

<PAGE>


                          BroadBand Technologies, Inc.
                     Notes to Condensed Financial Statements



4. INVENTORIES

     Inventories are stated at the lower of cost (first-in, first-out) or
     market. The components of inventory consists of the following:

<TABLE>
<CAPTION> 

                                                       SEPTEMBER 30,           DECEMBER 31,
                                                           1996                    1995
                                                  -----------------------  ---------------------
       <S>                                        <C>                      <C>
        Electronic parts and other components        $     2,699,540        $     2,629,801
        Work In Process                                      469,207                479,914
        Finished goods                                     1,438,425                816,538
                                                  -----------------------  ---------------------
                                                           4,607,172              3,926,253
        Inventory Reserve                                 (3,522,919)            (1,918,891)
                                                  -----------------------  ---------------------
                                                     $     1,084,253        $     2,007,362
                                                  =======================  ======================

</TABLE>

5.   NET LOSS PER SHARE

     The net loss per share is governed by APB 15. Under this guidance, options,
     warrants, convertible debt and securities and other common stock
     equivalents are considered as outstanding only if their effect is dilutive
     (i.e. increasing the net loss per share).

6.  WARRANTS

     The Company received on April 28, 1995, $7 million for six-year Warrants
     that entitles Holder of Warrant Certificates to purchase 1,000,000 shares
     of the Company's Common Stock for $41.75 per share.

7.   STOCK OPTIONS

     The Company accounts for its employee stock option plans in accordance with
     Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
     Employees ("APB 25"). Under APB 25, no compensation expense has been
     recognized since the exercise price of the Company's employee stock options
     equals the market price of the underlying stock on the date of grant.

8.  LONG TERM DEBT

     The Company issued on May 17, 1996, $115 million of 5% Convertible
     Subordinated Bonds Securities that entitles Holders of Bond Certificates to
     convert into shares of the Company's Common Stock. Interest is payable on
     May 15th and November 15th of each year, commencing on November 15, 1996.
     Each $1,000 bond is convertible into 24.1080 shares of common stock of the
     Company at a conversion price $41.48 per share. The bonds are not
     redeemable by the Company prior to May 15, 1999. Thereafter, the Company
     may redeem the bonds initially at 102%, and at decreasing prices thereafter
     to 100% at maturity, in each case together with accrued interest. Costs
     associated with this financing have been deferred and are being amortized
     on a straight-line basis over the term of the debt.


                                       10

<PAGE>


                          BroadBand Technologies, Inc.



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

RECENT PRODUCT AND OTHER DEVELOPMENTS

     The Company's Second Generation product the FLX-2500 is a "global core"
     broadband access platform. The FLX-2500 provides broadband video and data
     interfaces and switching, as well as transport technology. When used in
     conjunction with a Digital Loop Carrier system, for which interfaces have
     been developed, it also provides telephony service. The FLX-2500 is modular
     which enables network operators to deploy the FLX-2500 for telephony first
     and have it ready, with the addition of plug-in modules and software, to
     deliver broadband services.

     The Company has begun shipments of the FLX-2500 to developers of peripheral
     equipment, service developers and customers for the purpose of facilitating
     integration and demonstration in their laboratories. In addition, the
     Company has shipped the system to a customer's laboratory and another
     customer's field site for testing its telephony capabilities. The system
     has been shipped also to an international carrier for field demonstration
     of its broadband video and data capabilities. As is customary with large
     network operators, customer satisfaction at each step of the laboratory
     testing, field trial, first office or service application stages are
     conditions to the start of commercial deployment of the FLX-2500. Prior to
     customer testing the FLX-2500 broadband service capabilities, the Company
     is engaging in further development work on broadband video and data modules
     that enable the use of longer and older drop cables in the customer's
     installed base, as well as additional software features. The Company also
     continues its efforts on developing product features, increased reliability
     and lowering product cost to maintain its leadership position in switched
     digital video technology and address emerging competition from other
     suppliers of switched digital video products and technologies. In a recent
     RFP decision, the Company believes an alternative supplier of switched
     digital video has underbid the Company and expects price competition to be
     an important competitive factor, together with other factors, including
     experience, product performance, features, reliability and supplier
     strength. Failure of the Company to meet its development goals could have a
     material adverse effect on the Company. (See Item 5: Other Information).

NET SALES AND NET LOSS

     Net sales for the third quarter ending September 30, 1996 were $5.7
     million, compared to $7.1 million for the same period in 1995. Net sales
     for the nine month period ended September 30, 1996 were $15.2 million,
     compared to $15.7 million for the same period in 1995. Sales for the
     quarter included the Company's First Generation platform and related
     software plus some shipments of the telephony modules from the Company's
     Second Generation product. Sales for the balance of 1996 are expected to
     reflect a higher percentage of the Company's Second Generation product as
     the revenue transition that began in the third quarter continues into the
     first quarter of next year. The net loss for the third quarter was $8.5
     million or $.64 per share, compared with $6.4 million or $.49 per share for
     the same period in 1995. The net loss for the nine month period ended
     September 30, 1996 was $22.5 million or $1.71 per share, compared with
     $20.9 million or $1.60 per share for the same period in 1995. Net losses
     include the Company's continued investment in research and development as
     well as the impact of higher net interest expense.


                                       11


<PAGE>


                          BroadBand Technologies, Inc.




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


COST OF SALES

     Cost of sales for the three month and nine month periods ended September
     30, 1996 was $5.3 million and $14.8 million, respectively, compared to $7.2
     million and $17.1 million for the same period in 1995. The gross margin
     resulting from the cost of sales as a percentage of net sales for the three
     month and nine month periods ended September 30, 1996 was a positive 6.9%
     and 2.8% compared to a negative 1.4% and 8.8% for the same periods in 1995.
     The improved gross margin for the period is a result of a change in product
     mix compared to the prior year.

     In a recent RFP decision, the Company believes an emerging supplier has
     underbid the Company and expects price competition to be an important
     competitive factor, together with other factors, including experience,
     product performance, features, reliability and supplier strength.
     Consequently, the Company expects that price competition could have an
     adverse impact on the Company's margins. The Company's ability to continue
     to meet its cost reduction goals could have a material effect on the
     Company's profitability.

RESEARCH AND DEVELOPMENT EXPENSE

     Research and development expenses for the three month and nine month
     periods ended September 30, 1996 were approximately $6.2 million and $16.3
     million compared to $4.5 million and $14.1 million for the same periods in
     1995. The Company continues to invest in the development of the hardware
     and software for its Second Generation platform and enhancements and
     support for its First Generation platform.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling, general and administrative expenses for the three month and nine
     month periods ended September 30, 1996 were approximately $2.9 million and
     $8.2 million compared to $2.9 million and $8.6 million for the same periods
     in 1995. These expenses include support for field service, sales and
     marketing resources as well as administrative requirements.

OTHER INCOME (EXPENSE)

     Other income (expense) consists primarily of interest income and interest
     expense. Net other income for the three month and nine month periods ended
     September 30, 1996 was approximately $.2 million and $1.5 million compared
     to $1.0 million and $3.2 million for the same periods in 1995. Interest
     income is the result of investing activities of the cash balance available
     during the period. The increase in interest income for the period ended
     September 30, 1996 compared to the same period last year was the result of
     a higher cash balance from the proceeds of the May 1996 bond offering. The
     increase in interest expense for the period ended September 30, 1996
     compared to the same period last year was the result of accrued interest
     expense on the convertible bond offering.


                                       12

<PAGE>

                          BroadBand Technologies, Inc.




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


LIQUIDITY AND CAPITAL RESOURCES

     For the nine-month period ended September 30, 1996, Cash and Cash
     Equivalents, which consists of investments in demand deposits, commercial
     paper and U.S. Treasury obligations with maturities of less than 90 days
     and short-term investments, which consists of commercial paper and U.S.
     Treasury obligations with maturities of less than 360 days, increased
     approximately $89.8 million. The ending balance is $155.1 million compared
     to a balance of $65.3 million at December 31, 1995.

     $.5 million of the total cash balance is restricted pursuant to
     outstanding Letters of Credit.

     Management expects that cash and cash equivalents at September 30, 1996 and
     cash generated from the sale of the Company's products will be adequate to
     fund operating requirements and property and equipment expenditures for at
     least the next twelve (12) months based on current projections of
     operations. However, management recognizes the dynamic nature of the
     telecommunications industry and will consider financing alternatives when
     and if market conditions are deemed to be available on favorable terms.

OTHER FINANCIAL INFORMATION

     The Company's backlog includes sales orders received by the Company that
     have a scheduled delivery date prior to September 30, 1997. The aggregate
     sales price of orders received and included in backlog was approximately
     $5.5 million at September 30, 1996. The Company believes that the orders
     included in the backlog are firm orders that will be shipped prior to
     September 30, 1997. However, some orders may be canceled by the customer
     without penalty where management believes it is in the Company's best
     interest to do so.


                                       13

<PAGE>


                          BroadBand Technologies, Inc.





PART II - OTHER INFORMATION


ITEM 5.    OTHER INFORMATION

RISK FACTORS

In connection with the "safe "harbor" provisions of the Private Securities
Litigation Reform Act of 1995, readers of this document are advised that this
document contains both statements of historical facts and forward looking
statements which include statements about the Company's Second Generation
Product and future financial requirements. Forward looking statements herein,
are subject to certain risks and uncertainties that could cause actual results
to differ materially from those indicated by the forward looking statements. To
remain competitive, the Company must continue to invest substantial resources in
research and development and to achieve development results in its Second
Generation product and future products that meet the specific needs of
customers, including product performance, features, reliability and price
competitiveness. There can be no assurance the Company will be successful in
such efforts. Notwithstanding such investment, competitors may develop competing
technology and products that are more attractive to customers than are the
technologies and products of the Company and may offer such products at
materially lower prices.

Other risk factors include the possibility that telephone companies may not
widely deploy the Company's products in their local distribution networks. The
Company must complete the development of the new products that will be
integrated with Lucent Technologies' SLC(R)-2000 Access System and the joint
product must meet the industry standards established by Bell Communications
Research and must be compatible with the products of other telephone company
suppliers, including competitors of the Company. The provisions of the Company's
agreement with Lucent Technologies makes sales of the Company's new products in
the U.S. and Canada substantially dependent on the marketing efforts of Lucent
Technologies, which will continue to market alternative technology in
competition with the joint Lucent Technologies/BBT product. In recent years, the
purchasing behavior of the Company's large customers has increasingly been
characterized by the use of fewer, larger contracts. This trend is expected to
intensify, and contributes to the variability of the Company's results. Such
larger purchase contracts typically involve longer negotiating cycles, require
the dedication of substantial amounts of working capital and other Company
resources and in general, require investments which may substantially precede
recognition of associated revenues. Moreover, in return for larger, longer-term
purchase commitments, customers often demand more stringent acceptance criteria,
which can also cause revenue recognition delays. For example, customers have
requested that products be priced based on volume estimates of customers' future
requirements, but the failure of such customers to take delivery of product
comparable to volume anticipated, could result in negative margins on product
sales. Certain multi-year contracts may relate to new technologies which may not
have been previously deployed on a large-scale commercial basis. The Company may
incur significant initial cost overruns and losses on such contracts which would
be recognized in the quarter in which they became ascertainable. Future
estimates on such contracts are revised periodically over the lives of the
contracts, and such revisions can have a significant impact on reported earnings
in any one quarter.
  

                                       14


<PAGE>


                          BroadBand Technologies, Inc.





ITEM 5.    OTHER INFORMATION (CONTINUED)

RISK FACTORS (CONTINUED)


As the Company announces succeeding generations of its products to better meet
the changing requirements of customers, customers may delay orders of existing
products until the next generation product is available for shipment, or until
small volumes of next generation products are adequately field tested.

The Company competes against many larger companies that have significantly
greater resources than the Company. The Company, which has an accumulated
deficit of approximately $125 million as of September 30, 1996, has never been
profitable and may never achieve profitability. The Company may require
additional capital and may not be able to raise such capital or may be able to
raise such capital only on unfavorable terms. In May 1996, the Company sold $115
million of 5% convertible five-year notes. Failure to pay principal and interest
when due would have a material adverse effect on the Company.

Currently, the Company is dependent upon a single customer in North America,
which if lost would deprive the Company of substantially all its revenue. As the
Company's market is dominated by a few large potential customers, the Company
may not have sufficient bargaining power to sell its products on favorable
terms. If the Company is successful in expanding its sales, growth will place
significant strain on its operational resources and systems. In some cases, the
Company depends on single source suppliers or parts which are available only
from a limited number of sources. Delays in filling orders of the Company's
customers resulting from supplier delays may cause customer dissatisfaction. The
customers of the Company are subject to substantial government regulation which
could affect their ability to utilize the products of the Company. To remain
competitive, the Company must continue to invest substantial resources in
research and development. Notwithstanding such investment, competitors may
develop competing technology and products that are more attractive to customers
than is the technologies and products of the Company and may offer such products
at materially lower prices. The ability of the Company to compete effectively
depends upon its ability to attract and retain highly-skilled engineering,
manufacturing, marketing and managerial personnel. The patent and other
proprietary rights of the Company may not prevent the competitors of the Company
from developing non infringing technology and products that are more attractive
to customers than the technology and products of the Company. The technology and
products of the Company could be determined to infringe the patents or other
proprietary rights of others. The market price of the Company's securities has
been very volatile as a result of many factors, some of which are outside the
control of the Company, including, but not limited to, quarterly variations in
financial results, announcements by the Company, its competitors, customers,
potential customers or government agencies and predictions by industry analysts,
as well as general economic conditions. Sales by the Company's existing
stockholders, trading by short-sellers and other market factors may adversely
affect the market price of the Company's securities. Any or all these risks
could have a material adverse affect on the market price of the securities of
the Company. Continued pursuit of international markets exposes the Company to
increased risks of currency fluctuations and controls, political and social
risks, trade barriers, new competitors and other risks associated with
international markets.


                                       15


<PAGE>


                          BroadBand Technologies, Inc.





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly caused this Report of Form 10-Q to be signed on its behalf by
the undersigned, thereunto duly authorized.


November 13, 1996                              /S/  Timothy K. Oakley
                                            ----------------------------
                                            Timothy K. Oakley
                                            Vice President and
                                            Chief Financial Officer


                                       16

<PAGE>


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