NETWORK PERIPHERALS INC
10-Q, 1997-11-14
COMPUTER COMMUNICATIONS EQUIPMENT
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                                  UNITED STATES
                       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 September 30, 1997

                                       or

[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
                              Exchange Act of 1994

               For the transition period from _______ to ________

                         Commission file number 0-23970

                            NETWORK PERIPHERALS INC.
             (Exact name of registrant as specified in its charter)

                   Delaware                             77-0216135
                   --------                             ----------
      (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)              Identification Number)

                             1371 McCarthy Boulevard
                           Milpitas, California 95035
          (Address, including zip code, of principal executive offices)

                                 (408) 321-7300
              (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 ___

The  number  of shares of the  Registrant's  Common  Stock,  $0.001  par  value,
outstanding as of October 31, 1997 was 12,213,497.

This quarterly report on Form 10-Q consists of 14 pages of which this is page 1.
The Exhibit Index starts on page 13.

<PAGE>

                            NETWORK PERIPHERALS INC.
                               INDEX TO FORM 10-Q
                              For the quarter ended
                               September 30, 1997

PART I. FINANCIAL INFORMATION

Item                                                                       Page
- ----                                                                       ----
1.      Financial Statements (unaudited):

        a.       Consolidated Balance Sheets - September 30, 1997
                 and December 31, 1996.                                     3

        b.       Consolidated Statements of Operations - Three
                 and Nine Months Ended September 30, 1997 and 1996          4

        c.       Consolidated Statements of Cash Flows -- Nine
                 Months Ended September 30, 1997 and 1996.                  5

        d.       Notes to Consolidated Financial Statements                 6-8

2.      Management's Discussion and Analysis of Financial Condition and
        Results of Operations                                               9-12

PART II. OTHER INFORMATION

6.      Exhibits and Reports on Form 8-K                                    13

        Signatures                                                          14

                                       2

<PAGE>

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

<TABLE>

                            NETWORK PERIPHERALS INC.
                CONDENSED CONSOLIDATED BALANCE SHEETS - Unaudited
                 (in thousands, except share and per share data)

<CAPTION>
                                                                    September 30,  December 31,
                                                                        1997          1996
                                                                    ------------   ------------
<S>                                                                    <C>         <C>     
ASSETS

Current assets:
     Cash and cash equivalents                                         $ 25,738    $ 23,523
     Short-term investments                                               7,000      22,350
     Accounts receivable, net of allowance for doubtful
       accounts and returns of $1,324 and $1,154, respectively            5,101       8,359
     Inventories                                                          1,548       8,228
     Deferred income taxes                                                2,271       2,271
     Prepaid expenses and other current assets                            2,872       1,843
                                                                       --------    --------
         Total current assets                                            44,530      66,574
Property and equipment, net                                               4,260       3,575
Deferred income taxes and other assets                                    1,155         443
Goodwill                                                                    185         842
                                                                       --------    --------
                                                                       $ 50,130    $ 71,434
                                                                       ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                                  $  2,465    $  2,736
     Accrued liabilities                                                  7,807       8,841
                                                                       --------    --------
         Total current liabilities                                       10,272      11,577
                                                                       --------    --------

Stockholders' equity:
     Preferred Stock, $0.001 par value, 2,000,000 shares
         authorized; no shares issued or outstanding                        --          --
     Common Stock, $0.001 par value, 20,000,000
         shares authorized;  12,213,497 and 11,954,000,
         shares issued and outstanding, respectively                         12          12
     Additional paid-in capital                                          63,183      62,614
     Accumulated deficit                                                (23,337)     (2,769)
                                                                       --------    --------
         Total stockholders' equity                                      39,858      59,857
                                                                       --------    --------
                                                                       $ 50,130    $ 71,434
                                                                       ========    ========

<FN>

 The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
                                       3
<PAGE>
<TABLE>

                                                      NETWORK PERIPHERALS INC.
                                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - Unaudited
                                                (in thousands except per share data)
<CAPTION>


                                                                         Three Months Ended                 Nine Months Ended
                                                                           September 30,                      September 30,
                                                                  ------------------------------       ----------------------------
                                                                         1997            1996               1997            1996
                                                                  -------------   --------------       ------------    ------------

<S>                                                                  <C>               <C>               <C>               <C>     
Net sales                                                            $  5,578          $ 14,098          $ 28,221          $ 37,001
Cost of sales                                                           9,286             7,402            21,869            20,393
                                                                     --------          --------          --------          --------
    Gross profit (loss)                                                (3,708)            6,696             6,352            16,608
                                                                     --------          --------          --------          --------
Operating expenses:
    Research and development                                            2,526             2,342             6,398             6,294
    Marketing and selling                                               3,212             3,102            11,051             7,835
    General and administrative                                            728               944             4,074             2,485
    Acquired research and development in
       process and product integration costs                             --                --               6,462            13,732
    Restructuring expense                                               3,662              --               3,662              --
                                                                     --------          --------          --------          --------
Total operating expenses                                               10,128             6,388            31,647            30,346
                                                                     --------          --------          --------          --------
Income (loss) from operations                                         (13,836)              308           (25,295)          (13,738)
Interest income                                                           418               424             1,201             1,353
                                                                     --------          --------          --------          --------
Income (loss) before income taxes                                     (13,418)              732           (24,094)          (12,385)
Provision for (benefit from) income taxes                              (1,912)              256            (3,526)              226
                                                                     --------          --------          --------          --------
Net income (loss)                                                    $(11,506)         $    476          $(20,568)         $(12,611)
                                                                     ========          ========          ========          ========
Net income (loss) per share                                          $  (0.94)         $   0.04          $  (1.69)         $  (1.08)
                                                                     ========          ========          ========          ========
Weighted average common shares
  and common equivalent shares                                         12,191            12,276            12,140            11,701
                                                                     ========          ========          ========          ========
<FN>

              The accompanying  notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
                                       4
<PAGE>
<TABLE>

                            NETWORK PERIPHERALS INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - Unaudited
                Increase (Decrease) in Cash and Cash Equivalents

<CAPTION>

                                                                         Nine Months Ended
                                                                           September 30,
                                                                    ---------------------------
                                                                          1997        1996
                                                                      ----------   ---------
<S>                                                                    <C>         <C>      
    Cash flows from operating activities:
     Net loss                                                          $(20,568)   $(12,611)
     Adjustments to reconcile net loss to
        net cash from operating activities:
        Depreciation and amortization, net of disposals                    (491)      1,855
        Amortization of goodwill                                          1,340         959
        One-time charge for excess and obsolete inventory                 5,117         --
        Acquired research and development in process                      6,462      13,032
        Changes in assets and liabilities (net of effect of
        acquisitions)
            Accounts receivable                                           3,259      (3,005)
            Inventories                                                   1,563      (1,947)
            Prepaid expenses and other assets                            (2,181)        326
            Accounts payable                                               (271)      1,423
            Accrued liabilities                                          (1,291)      2,588
                                                                       ---------   --------
                 Net cash provided by (used in) operating activities     (7,061)      2,620
                                                                       ---------   --------
    Cash flows from investing activities:
     Cash paid for acquisition, net of cash acquired                     (6,449)    (10,401)
     Sale (purchase) of short-term investments                           15,350     (14,099)
     Purchases of property and equipment                                   (194)     (2,028)
                                                                       ---------   --------
                 Net cash provided by (used in) investing activities      8,707     (26,528)
                                                                       ---------   --------
    Cash flows from financing activities:
     Proceeds from issuance of Common Stock                                 729         557
                                                                       ---------   --------
                 Net cash provided by financing activities                  729         557
                                                                       ---------   --------
     Foreign currency translation                                          (160)        --
                                                                       ---------   --------

   Net increase (decrease) in cash and cash equivalents                   2,215     (23,351)
   Cash and cash equivalents at beginning of period                      23,523      27,210
                                                                       ---------   --------
   Cash and cash equivalents at end of period                          $ 25,738    $  3,859
                                                                       =========   ========
   Supplemental disclosure of cash flow information:
     Income taxes paid                                                       87         --
                                                                       =========   ========
   Supplemental disclosure of noncash investing activity:
     Common Stock used for purchase of Nucom                                --     $  5,342
                                                                       =========   ========
<FN>
                                                         
   The accompanying notes are an integral part of these consolidated financial statements
</FN>
</TABLE>
                                       5

<PAGE>


                            NETWORK PERIPHERALS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.       BASIS OF PRESENTATION

         The accompanying  unaudited condensed consolidated 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
Rule  10-01 of  Regulation  S-X.  Accordingly,  they do not  contain  all of the
information and footnotes required by generally accepted  accounting  principles
for  complete  financial   statements.   In  the  opinion  of  management,   the
accompanying  unaudited condensed  consolidated financial statements reflect all
adjustments  (consisting of normal recurring  adjustments)  considered necessary
for a fair presentation of the Company's financial condition as of September 30,
1997 and December 31, 1996, the results of its operations for the three and nine
month periods ended September 30, 1997 and 1996, and its cash flows for the nine
month periods  ended  September 30, 1997 and 1996.  These  financial  statements
should be read in  conjunction  with the  audited  financial  statements  of the
Company as of December  31, 1996 and 1995 and for each of the three years in the
period  ended  December  31,  1996,  including  notes  thereto,  included in the
Company's Annual Report on Form 10-K (Commission File No. 0-23970).

         Operating  results for the three and nine month periods ended September
30, 1997 are not necessarily  indicative of the results that may be expected for
the year ending December 31, 1997 or for any other future period.

2.       NET LOSS PER SHARE

         Net income per share is computed  using the weighted  average number of
common and common equivalent  shares  outstanding  during these periods.  Common
equivalent  shares  consist of stock options  (using the treasury stock method).
Common equivalent shares from stock options are excluded from the computation if
their effect is antidilutive.  Net loss per share is computed using the weighted
average  number of common shares  outstanding  during the periods.  Common stock
equivalents  have been excluded from the calculation of weighted  average shares
as a result of the operating losses in the three months ended September 30, 1997
and the nine months ended September 30, 1997 and 1996.

         In February  1997,  the  Financial  Accounting  Standards  Board issued
Statement of Financial  Accounting Standards No. 128, "Earnings Per Share" ("FAS
128"). This statement is effective for the Company's quarter ending December 31,
1997.  The  Statement  redefines  earnings  per share under  generally  accepted
accounting  principles.  Under the new standard,  primary  earnings per share is
replaced by basic  earnings per share,  and fully diluted  earnings per share is
replaced by diluted earnings per share.
<TABLE>

         The  unaudited  pro  forma  basic  and  diluted  earnings  per share is
computed in  accordance  with FAS 128 for the three and nine month periods ended
September 30, 1997 and 1996 are as follows:
<CAPTION>

                                                   Three months ended               Nine months ended
                                                      September 30,                   September 30,
                                               --------------- ------------    -------------- --------------
                                                    1997          1996             1997           1996
                                               --------------- ------------    -------------- --------------
<S>                                              <C>             <C>             <C>             <C>    
Basic earnings (loss) per share                  ($0.94)         $0.04           ($1.69)         ($1.08)
Diluted earnings (loss) per share                ($0.94)         $0.04           ($1.69)         ($1.08)

</TABLE>
                                       6
<PAGE>


                            NETWORK PERIPHERALS INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Cont.

3.       INVENTORIES

         The components of inventory consist of the following (in thousands):

                                           September 30,          December 31,
                                               1997                  1996
                                           --------------        --------------

Raw materials                              $         541        $        4,685
Work-in-process                                      570                 2,600
Finished goods                                       437                   943
                                           --------------        --------------
                                           $       1,548                 8,228
                                           ==============        ==============

4.       PROPERTY AND EQUIPMENT

         Property and equipment consist of the following (in thousands):

                                           September 30,          December 31,
                                               1997                  1996
                                           --------------        --------------
Computer and test equipment                $       6,976         $       7,271
Furniture and fixtures                               954                   817
Leasehold improvements                               453                   356
                                           --------------        --------------
                                                   8,383                 8,444
Less: accumulated depreciation                    (4,123)               (4,869)
                                           --------------        --------------
                                           $       4,260         $       3,575
                                           ==============        ==============


5.        ACCRUED LIABILITIES

         The  components  of accrued  liabilities  consist of the  following (in
thousands):

                                            September 30,        December 31,
                                               1997                  1996
                                           --------------        --------------
Salaries and benefits                      $        1,539        $        2,699
Royalty                                               746                 1,154
Warranty                                              598                   717
Income taxes                                            -                 1,268
Holdback amount from acquisition                        -                 1,115
Short-term payable                                    295                     -
Customer deposits                                       -                   605
Restructuring expense                               2,600                     -
Other                                               2,029                 1,283
                                           --------------        --------------
                                           $        7,807        $        8,841
                                           ==============        ==============

6.       ACQUISITION OF NETVISION

         Effective April 29, 1997, the Company  acquired  NetVision  Corporation
(NetVision),  a privately held company  engaged in the  development of very high
bandwidth LAN switching and Gigabit Ethernet  technologies.  The transaction was
accounted  for using the purchase  method at a cost of $6.5  million,  including

                                       7

<PAGE>

                            NETWORK PERIPHERALS INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Cont.

payments to NetVision stockholders,  the assumption of certain liabilities,  and
transaction  expenses.  The purchase price was allocated to the assets  acquired
and liabilities assumed based on the estimated fair market values at the date of
acquisition.  The research and development in process  represented the estimated
current  fair  market  value of  specified  technologies,  which had not reached
technological feasibility and had no future uses. The allocation of the purchase
price was as follows (in thousands):

         Research and development, in process                 $  6,462
         Goodwill                                                  200
         Assets                                                     44
         Liabilities assumed                                      (257)
                                                              --------
                                                              $  6,449
                                                              ========


7.       PROVISION FOR RESTRUCTURING
<TABLE>

         In the  third  quarter  of 1997,  the  Company  announced  and began to
implement  a   restructuring   plan  aimed  at  reducing   costs  and  restoring
profitability  to  the  Company's   operations.   The  restructuring   plan  was
necessitated  by decreased  demand for the Company's  products and the Company's
adoption of a new strategic direction. These actions resulted in a net charge of
$3.7 million. The restructuring actions consist of terminating approximately 25%
of the workforce,  or approximately 50 employees,  canceling  facility and sales
office  leases as a result of those  employee  terminations,  and  write-off  of
excess   manufacturing   equipment  and  goodwill  as  a  result  of  downsizing
operations.  The Company expects most of the contemplated  restructuring actions
will be  completed  within  the next six  months  and will be  financed  through
current working capital.  The following table depicts the restructuring  accrual
activity from July 1, 1997 to September 30, 1997: (in thousands)
<CAPTION>

                             Write-off of    Reduction in     Closure of        Excess           Other
                               Goodwill       Work Force      Facilities      Equipment      Restructuring
                             -------------- ---------------- -------------- --------------- -----------------
<S>                             <C>             <C>              <C>           <C>               <C> 
Reserve provided in third
   quarter of 1997              $962            $500             $200          $1,500            $500
Reserve utilized in third
   quarter of 1997              $962            $ --             $100          $   --            $ --
Reserve balance at
   September 30, 1997           $ --            $500             $100          $1,500            $500
</TABLE>

                                       8


<PAGE>


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

Results of Operations

         The forward-looking  statements  included in the succeeding  paragraphs
are made in reliance upon the safe harbor  provisions of the Private  Securities
Litigation  Reform Act of 1995. The future events  described in such  statements
involve risks and uncertainties, including:
o    the timely development and market acceptance of new products;
o    the  market  demand  by  customers  for the  Company's  existing  products,
     including demand by OEM customers for custom products, and the distribution
     channels through which such demand is satisfied;
o    competitive actions, including pricing actions and the introduction of new
     competitive products,  that may affect the volume of sales of the Company's
     products;
o    uninterrupted supply of key components,  including  semiconductor  devices
     and other materials, some of which are sourced from a single supplier;
o    uninterrupted service by subcontractors;
o    the cost of materials and components, and subcontractor services;
o    the  ability of the  Company to  recruit,  train and retain key  personnel,
     including engineers and other technical professionals;
o    the development of new technologies  rendering  existing  technologies and
     products obsolete; and general market conditions.
In evaluating these  forward-looking  statements,  consideration  should also be
given to the Business Risks discussed below in this interim report.

Net Sales
         Net sales for the three months ended September 30, 1997 ("third quarter
of 1997") were $5.6  million,  as compared to $14.1 million for the three months
ended September 30, 1996 ("comparative  quarter"),  a decrease of 60%. Net sales
for the nine months ended  September 30, 1997 ("nine months of 1997") were $28.2
million,  as compared to $37.0  million for the nine months ended  September 30,
1996 ("comparative  nine months"),  a decrease of 24%. The decrease in the three
and nine month periods  reflected  price  reductions,  primarily  resulting from
competitive pressures in the distribution channel, and reduced unit shipments to
OEM  customers.  For the third  quarter  and nine  months of 1997,  sales to the
distribution  channel  represented  34% and 37% of net sales,  respectively,  as
compared to 53% and 41% in the comparative periods, respectively.

         Net sales of Fast Ethernet products  decreased by 34%, to $2.2 million,
in the third quarter of 1997 from the  comparative  quarter,  but unit shipments
increased by 32% in the same period,  reflecting  competitive  price  pressures,
partially offset by continual demand. For the nine months of 1997, Fast Ethernet
sales  increased by 54% and unit shipments  increased by 132%. This increase was
attributed to the Fast Ethernet product line not reaching volume shipments until
the second quarter of 1996. Net sales of FDDI products  decreased by 70% and 40%
in the third quarter and nine months of 1997 from the comparative periods as the
product  line  reached its  maturity  stage.  As a result of its  maturing  FDDI
product  line and  assuming  continuing  price  pressures,  the Company does not
expect significant growth in sales in the next several quarters.

Gross Profit/Margin

         Gross  margin for the third  quarter of 1997 was  negative  66%,  which
included a $5.1  million  charge to reserve  against  slow  moving and  obsolete
inventory.  Excluding the inventory reserve charge,  gross margins for the third
quarter and nine months of 1997 were 25% and 41%,  respectively,  as compared to
47% and 45%,  respectively,  in the  comparative  periods.  The decrease for the
third quarter of 1997 was  attributable  primarily to price reductions and price
credits  associated with those price  reductions.  The costs associated with the
transfer of production of FDDI products from internal  operations to an external
turnkey-manufacturing partner and write-off of excess FDDI products were primary
contributors  to the lower than  historical  gross  margin in the nine months of
1997. The Company does not believe the gross margin for the three and nine month
periods are  indicative  of future  gross  margins and expects that gross margin
will improve in the long term. However,  due to the Company's lack of experience
with turnkey  manufacturing,  competitive  price pressures,  fluctuations in the

                                       9
<PAGE>

cost of materials and  components,  product and channel mix, and other  factors,
the gross margin may be adversely affected.

Research and Development In-Process
         For quarter ended June 30, 1997, the Company  recorded a  non-recurring
charge of $6.5 million for in-process  research and development costs related to
the acquisition of NetVision Corporation (refer to Note 6).

Research and Development
         Research and  development  expenses for the third  quarter of 1997 were
$2.5 million,  or 45% of net sales,  and $2.3 million,  or 17% of net sales, for
the  comparative  quarter.  The  expense in the 1996  period was net of contract
funding of  $108,000.  For the nine  months of 1997,  research  and  development
expense was $6.4 million,  or 23% of net sales, as compared to $6.3 million,  or
10% of net sales, in the comparative nine months. The expenses in the nine month
periods of 1997 and 1996 were net of contract  funding of $217,000 and $379,000,
respectively.  The increase in research and  development  expenses for the three
and nine month periods as a percentage  of net sales  reflected the low level of
shipments in 1997. The increase in expenditures in dollars in the three and nine
month  periods  reflected  the  addition  of  staff,  facilities  and  equipment
resulting  from the  acquisitions  of  NetVision  and NuCom,  respectively.  The
increase is also attributable to the development of new technologies,  including
Gigabit, and the enhancement and expansion of existing  technologies,  including
Ethernet switching and network management,  from desktop switching and collapsed
backbone to wiring closets and campus data centers.  The Company  believes it is
essential to continue this level of investment in research and  development  and
expects the dollar level of spending to increase in the next several quarters.

Marketing and Selling
         Marketing and selling  expenses for the third quarter of 1997 were $3.2
million, or 58% of net sales, compared to $3.1 million, or 22% of net sales, for
the  comparative  quarter.  For the nine months of 1997,  marketing  and selling
expenses were $11.1 million,  or 40% of net sales,  as compared to $7.8 million,
or 21% of net sales, in comparative nine months. The increase in expenditures in
nine month period  reflected  the addition of staff,  facilities  and  equipment
resulting from the acquisition of NuCom. Additionally,  during the first half of
1997, the Company continued to incur expenses pursuing its marketing strategy to
penetrate  the global  markets  and to  establish  brand name  recognition.  The
Company  expects to realign its marketing  resources to focus on increasing  the
OEM customer base.  This strategy is expected to decrease the  expenditures  for
marketing and selling in the next several quarters.

General and Administrative
         General and  administrative  expenses for the three months of 1997 were
$728,000,  or 13% of net sales, compared to $944,000, or 7% of net sales, in the
comparative  quarter.  For the nine months of 1997,  general and  administrative
expenses were $4.1 million,  or 14% of net sales as compared to $2.5 million, or
7%  of  sales,  in  the  comparative  nine  months.  To  enhance  the  Company's
information system infrastructure to support future growth, the Company incurred
costs associated with increased  staffing,  equipment,  consulting and overhead.
The Company expects the dollar level of general and  administrative  expenses to
remain relatively unchanged in the next several quarters.

Restructuring
         For the quarter  ended  September  30,  1997,  the  Company  incurred a
one-time charge of $3.7 million to restructure its operations.(Refer to Note 7).

Interest Income
         Interest  income for the third quarter 1997 was  $418,000,  compared to
$424,000 in the  corresponding  period in 1996.  For the nine months of 1997 and
1996,  interest  income was $1.2  million and $1.4  million,  respectively.  The
decrease  was the result of reduced  level of invested  funds as a result of the
acquisition  of  NuCom  and  NetVision,  offset  in part by  higher  returns  on
investments.

                                       10
<PAGE>

Income Taxes
         The Company recorded a tax benefit,  using an effective tax rate of 35%
for the three and nine months ended  September  30, 1997 and 1996.  In recording
the benefit,  the Company  expects to  carry-forward  its net operating  loss to
prior years.

Liquidity and Capital Resources

         For the nine months of 1997,  the Company  recorded a net loss of $20.6
million. The loss included third quarter charges of $3.7 million associated with
the  restructuring  of the Company's  operations and $5.1 million to reserve for
excess and obsolete inventory. Additionally, in the quarter ended June 30, 1997,
the Company recorded a $6.5 million non-recurring charge for in-process research
and development purchased in connection with the acquisition of NetVision.

         Cash used in operating  activities for the nine months of 1997 was $7.1
million,  primarily due to the operating loss,  increase in prepaid expenses and
decrease  in  accrued  liabilities,   offset  in  part  by  decreases  in  trade
receivables and net inventory.

         Cash provided by investing  activities  for the nine months of 1997 was
$8.7 million, primarily due to the sale of short-term securities, offset in part
by $6.5 million used in acquisition of NetVision.

         Cash provided by financing  activities  for the nine months of 1997 was
$729,000 and  resulted  from the  exercise of stock  options and employee  stock
purchase.

         At September  30, 1997,  the Company's  principal  sources of liquidity
were its cash, cash equivalents and short-term  investments of $32.7 million and
$10.0 million  available for borrowing under the Company's line of credit. As of
September  30, 1997,  there were no borrowings  outstanding  under the Company's
bank line of  credit.  The  Company  believes  that its  balance  of cash,  cash
equivalents and short-term  investments and available borrowing capacity will be
sufficient to meet the  Company's  capital and  operating  requirements  for the
foreseeable future.

Acquisition
         Effective April 29, 1997, the Company acquired  NetVision  Corporation.
Refer to Note 6 of Notes to Condensed Consolidated Financial Statements.

Business Risks

         In addition to the factors addressed in the preceding sections, certain
characteristics  and  dynamics  of  the  Company's  markets,   technologies  and
operations  create risks to the Company's  long-term  success and to predictable
quarterly results. These risks will also affect the Company's ability to achieve
the results  anticipated  by the  forward-looking  statements  contained in this
interim report. The Company's quarterly results have in the past varied, and are
expected in the future to vary  significantly as a result of factors such as the
timing  and  shipment  of  significant  orders,  new  product  introductions  or
technological advances by the Company and its competitors,  market acceptance of
new or enhanced versions of the Company's products,  changes in pricing policies
by the Company and its  competitors,  the mix of distribution  channels  through
which the Company's products are sold, the mix of products sold, the accuracy of
resellers'  forecast  of end-user  demand,  the ability of the Company to obtain
sufficient  supplies  of sole or limited  source  components  for the  Company's
products and general economic conditions.  In response to competitive  pressures
or new product introductions,  the Company may take certain pricing or marketing
actions that could  materially  and  adversely  affect the  Company's  operating
results. In the event of a reduction in the prices of its products,  the Company
has committed to providing  retroactive price adjustments on inventories held by
its distributors,  which could have the effect of reducing margins and operating
results.  In  addition,  changes  in the  mix of  products  sold  and the mix of
distribution  channels  through which the Company's  products are sold may cause
fluctuations  in the Company's gross margins.  The Company's  expense levels are
based, in part, on its expectations of its future revenue and, as a result,  net
income would be  disproportionately  affected by a reduction in revenue.  Due to
the potential quarterly  fluctuation in operating results,  the Company believes
that  quarter-to-quarter  comparisons  of its  results  of  operations  are  not

                                       11
<PAGE>

necessarily  meaningful  and should not be relied upon as  indicators  of future
performance.

         The markets for the  Company's  products are  characterized  by rapidly
changing   technology,   evolving  industry  standards,   frequent  new  product
introductions and short product life cycles.  These changes can adversely affect
the business  and  operating  results of industry  participants.  The  Company's
success  will depend upon its ability to enhance its  existing  products  and to
develop and introduce,  on a timely and cost-effective  basis, new products that
keep pace with  technological  developments and emerging industry  standards and
address  increasingly  sophisticated  customer  requirements.  The  inability to
develop and  manufacture  new  products in a timely  manner,  the  existence  of
reliability, quality or availability problems in the products or their component
parts, the failure to obtain reliable  subcontractors  for volume production and
testing of mature  products,  or the failure to achieve market  acceptance would
have a material adverse effect on the Company's business and operating results.

         The markets in which the Company  competes  are also  characterized  by
intense  competition.  Several of the Company's  competitors have  significantly
broader product offerings and greater financial,  technical, marketing and other
resources  and  finished   installed  bases  than  the  Company.   These  larger
competitors  may also be able to obtain higher  priority for their products from
distributors  and other resellers that carry products of many  companies.  These
competitive   pressures  could  adversely  affect  the  Company's  business  and
operating results.


                                       12

<PAGE>

PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K


                  (a) Exhibits         Description of Document
                      --------         -----------------------

                       27            Financial Data Schedule.



                  (b) Reports on Form 8-K
                      -------------------

                      None


                                       13

<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.


                                     NETWORK PERIPHERALS INC.

Date:   November 14, 1997            By:    \s\  ROBERT HERSH
                                            -----------------
                                            Robert Hersh
                                            Vice President, Finance
                                            Chief Financial Officer
                                            (Principal Financial and Accounting
                                            Officer)

                                       14
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<CIK>                         0000922521
<NAME>                        Network Peripherals Inc.
<MULTIPLIER>                                     1,000
       
<S>                             <C>
[ARTICLE]                       5
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-END>                                   SEP-30-1997
<CASH>                                        32,738
<SECURITIES>                                   7,000
<RECEIVABLES>                                  6,424
<ALLOWANCES>                                   1,324
<INVENTORY>                                    1,528
<CURRENT-ASSETS>                              44,530
<PP&E>                                         8,383
<DEPRECIATION>                                 4,123
<TOTAL-ASSETS>                                50,130
<CURRENT-LIABILITIES>                         10,272
<BONDS>                                            0
                              0
                                        0
<COMMON>                                          12
<OTHER-SE>                                    39,846
<TOTAL-LIABILITY-AND-EQUITY>                  50,130
<SALES>                                       28,221
<TOTAL-REVENUES>                              28,221
<CGS>                                         21,869
<TOTAL-COSTS>                                 21,869
<OTHER-EXPENSES>                              31,647
<LOSS-PROVISION>                                   0
<INTEREST-EXPENSE>                           (1,201)
<INCOME-PRETAX>                             (24,094)
<INCOME-TAX>                                 (3,526)
<INCOME-CONTINUING>                                0
<DISCONTINUED>                                     0
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
<NET-INCOME>                                (20,568)
<EPS-PRIMARY>                                 (1.69)
<EPS-DILUTED>                                 (1.69)
        

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