EZENIA INC, 10-K, 2000-03-30

EZENIA INC
10-K, 2000-03-30
COMPUTER COMMUNICATIONS EQUIPMENT

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE YEAR ENDED DECEMBER 31, 1999

COMMISSION FILE NUMBER 0-25882

EZENIA! INC.
(Exact name of registrant as specified in its charter)

DELAWARE 04-3114212
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)

63 THIRD AVENUE, BURLINGTON, MASSACHUSETTS 01803
(Address of principal executive offices, including Zip Code)
(781) 229-2000
(Registrant's telephone number, including area code)

-----------------------------------
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock $.01 par value

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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of voting stock held by non-affiliates of the
registrant as of March 15, 2000 was $152,206,710 (based on the last reported
sale price on the Nasdaq National Market on that date).
The number of shares outstanding of the registrant's Common Stock as of
March 15, 2000 was 13,681,502.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 1999 Annual Report to Shareholders are incorporated by reference
into Part II hereof. Portions of the definitive Proxy Statement to be delivered
to Shareholders in connection with the Annual Meeting of Shareholders to be held
May 31, 2000 are incorporated by reference into Part III hereof. With the
exception of the portions of such Annual Report to Shareholders and Proxy
Statement that are expressly incorporated herein, such Annual Report to
Shareholders and Proxy Statement shall not be deemed filed as part of this
Annual Report on Form 10-K.

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EZENIA! INC.
1999 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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PART I
<S> <C> <C>
Item 1. Business .............................................................................. 3
Item 2. Description of Property ............................................................. 14
Item 3. Legal Proceedings .................................................................... 14
Item 4. Submission of Matters to a Vote of Security Holders ................................... 15

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters ................. 15
Item 6. Selected Financial Data .............................................................. 15
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations ............................................................................ 15
Item 7A. Quatitative and Qualitative Disclosures about Market Risk ............................. 15
Item 8. Financial Statements and Supplementary Data ........................................... 15
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure ............................................................................ 15

PART III

Item 10. Directors and Executive Officers of the Registrant .................................... 16
Item 11. Executive Compensation ............................................................... 16
Item 12. Security Ownership of Certain Beneficial Owners and Management ........................ 16
Item 13. Certain Relationships and Related Transactions ........................................ 16

PART IV

Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K ...................... 17

Signatures ....................................................................................... 19
</TABLE>

This Report contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are subject to
certain risks and uncertainties, including without limitation those discussed in
the Company's 1999 Annual Report to Shareholders in the section titled "Other
factors which may affect future operations" (which section is hereby
incorporated by reference herein). Such forward-looking statements speak only as
of the date on which they are made, and the Company cautions readers not to
place undue reliance on such statements.

2
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PART I

ITEM 1. BUSINESS

Ezenia! Inc. ("Ezenia" or "the Company") is a leading global provider of
networked conferencing solutions that enable people in multiple locations to
collaborate using any combination of audio, video and data. During 1999 the
Company changed its name to Ezenia! Inc. from VideoServer, Inc. Ezenia! connects
employees, customers, and partners to each other through reliable, seamless,
integrated solutions that are delivered over LANs, WANs, and IP-based networks.
The Company's products offer a wide breadth of functionality that includes
multipoint networked conferencing, gateway services, conference control, network
management and bandwidth management.

Ezenia! sells its products worldwide through leading resellers,
integrators, and remarketers of videoconferencing and networking solutions.
Ezenia! also sells directly to providers of conferencing services, including
Internet Service Providers (ISPs), telecommunication carriers, Regional Bell
Operating Companies (RBOCs), and global PTTs. The Company believes that it was
the largest supplier in annual shipments of multimedia conference servers for
the past five years.

In April 1997, the Company acquired the network access card business unit
of Promptus Communications, Inc. (Promptus). Network access cards are a critical
component of conferencing systems, and Promptus had been a market leader and a
major supplier to Ezenia! of these products.

INDUSTRY BACKGROUND

MULTIMEDIA CONFERENCING

The multimedia conferencing market has evolved from videoconferencing. In
the late 1980s, with increasing numbers of conferencing endpoints installed and
customers desiring to connect multiple locations into the same conference,
videoconferencing equipment suppliers introduced multipoint control units (MCUs)
to transfer video and audio signals between all conference participants.
However, because of the proprietary nature of the encoding used, video terminals
and associated multipoint control units from different manufacturers were not
compatible. In December 1990, the International Telecommunications Union (ITU)
introduced the H.320 standards for videoconferencing over switched digital
circuit networks to provide a framework for equipment from different
manufacturers to communicate with each other. Compatibility is particularly
important for communication via these networks, since the advantage of these
services is dial-up communications without regard to the type of equipment being
used at the receiving ends of the transmission.

In recent years, lower-priced, standards-based products emerged that have
expanded the market for videoconferencing systems. Room systems that were once
priced in the $100,000 to $200,000 range are now priced as low as $4,000. In
addition, competition between network carriers the growth of the Internet, and
the deployment of new network technology including ATM, has led to wider
availability improved quality and significantly declining costs of network
connectivity.

With the introduction of chip sets incorporating ITU standards, a growing
number of companies have entered the desktop videoconferencing market, either
with stand-alone appliances, PC-based systems or with board sets that plug into
personal computers. Companies shipping H.320 compliant desktop conferencing
products include Intel, Polycom, Tandberg, PictureTel, Sony, VTEL, and VCON. The
costs of such desktop conferencing products have rapidly declined with the
introduction of more powerful chip sets and further miniaturization of

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components such as cameras and monitors. Since early 1994, desktop conferencing
subsystems have dropped in price from $6,000 per seat to less than $1,000. As
with the decrease in the price of room systems, this decrease in price has
fueled demand for desktop endpoints.

In May 1996, an important expansion of conferencing standards was realized
with the introduction of the H.323 standard governing real-time collaboration
over IP (Internet Protocol) networks, including local area networks (LAN's),
corporate intranets, and the Internet. Enabling conferencing over traditional
business networks provides a foundation for the adoption of this application as
a mainstream business tool. The majority of endpoint vendors who market H.320
compliant products have introduced or announced their intention to introduce
H.323 compliant endpoints as well.

Each of these endpoints, whether room systems or desktop systems, require
multipoint processing resources to conduct a multipoint conference. And, with
the extension of conferencing to multiple network platforms, new devices are
needed in the network to provide translations between these networks. A larger
installed base of endpoints and expanding number of network types are expected
to lead to more multipoint conferencing and an increased need for network
services, and therefore to a greater demand for the Company's MCS products.

COLLABORATIVE MULTIMEDIA APPLICATIONS

Concurrent with advances in videoconferencing, significant investments have
been made in software to extend traditional desktop computing applications into
conference enabled real-time information sharing tools. Collaborative data
conferencing applications are emerging that redefine the way groups can work
together. With the ability to see and hear one another over telecommunications
lines and share a common desktop application like a white board, spreadsheet or
word-processing document, participants can share ideas and collaborate in real
time to improve the work product.

In response to the emerging customer demand for multimedia applications, in
February 1996 the ITU extended the T.120 standards for collaborative multimedia
conferencing wherein video, audio and data information can be shared between
endpoints in a multipoint setting. Microsoft has bundled a standards-based
realtime voice, video, and data conferencing package, NetMeetingTM, into its
Windows operating system, providing an embedded collaborative capability to
millions of PC users. In addition, many companies are offering collaborative
desktop applications with optional audio and video capabilities sold through
retail computer channels. Fundamental to the architecture of some of these
products is the presence of a multimedia conference server to provide the
multipoint link and data distribution mechanism among all the endpoints.

CARRIER-PROVIDED SERVICES

The intense competition among carriers has increased the demand for
technologies that enable carriers to provide additional value-added services.
Multimedia conferencing technology offers such an opportunity, and carriers are
initiating collaborative multimedia conferencing services that provide on-demand
multipoint conferencing capability allowing users to connect their terminals to
multimedia conference servers located in the carriers' central offices.

WEB INTERACTIVITY

The goal of almost any Web site, whether overtly commercial or ostensibly
informational, is to drive customers, members and prospects to that site, and to
make the ensuing experience valuable for both the visitor and the host. By
adding multimedia interactivity, commercial site sponsors can implement new
strategies for developing relationships with their constituents, while exposing
them to micro-marketing programs that help

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promote and sell products and services. Ezenia! products can turn a web site
into an interactive community allow user to communicate using rich multimedia
tools.

A NEW CLASS OF NETWORK EQUIPMENT

These trends -- the growth in room systems and desktop videoconferencing,
growth in collaborative conferencing, expansion in services offered by carriers,
and emerging web interactivity market -- are driving the need for sophisticated,
networked multimedia conference servers.

THE EZENIA! SOLUTION

Ezenia! was founded in 1991 to develop a new generation of networking
equipment architected for the videoconferencing market as well as the emerging
multimedia collaborative conferencing market. The Ezenia! MCS product line is
built on an industry standard hardware and software platform that combines a
powerful set of real-time conferencing applications with management tools and
network connectivity features that address today's customer requirements and are
positioned to meet emerging requirements. These requirements include:

INTEROPERABILITY. Ezenia!'s Multimedia Conference Servers today provide
transparent interoperability among many different kinds of endpoints such as
room videoconferencing systems, desktop video terminals, and regular telephones
in the same conference, using combinations of voice, video, and data. Similarly,
interoperability must be provided between the many different brands of equipment
and applications. The technology also must be able to accommodate various
encoding algorithms used to compress multimedia information. The Company has
expended substantial effort to make its MCS interoperable with the products of
virtually all suppliers of standards-based videoconferencing terminals. In many
cases this has required subtle accommodations in the MCS for the specific
characteristics of each brand of endpoint due to the manufacturer's
implementation of the ITU standards and product performance. When different
encoding technology is employed in terminals for audio algorithms, the MCS
provides the transcoding needed to combine various audio and video sessions in a
user friendly manner to each endpoint in the proper algorithm for that endpoint.

CONNECTIVITY. Conference servers must be able to provide gateways between
diverse network services and between multiple carriers. Servers traditionally
provided connectivity largely to T-1, ISDN, private digital networks, and analog
voice networks, but connectivity requirements are increasing with the emergence
of endpoints connected to IP (Internet Protocol) and ATM (Asynchronous Transfer
Mode) networks. In addition, as carriers add features to their networks,
conference servers must be able to support them.

FUNCTIONALITY. In addition to video switching and audio mixing, application
features are needed to facilitate ease of operation, perform centralized
processing, interconnect with traditional data network servers and deliver many
new kinds of network information. These network servers will be required to
scale throughout the enterprise, provide redundancy for high reliability and
incorporate network management capabilities.

PRODUCTS

The Company provides technology advances to its customers through products
that incorporate rapid standards deployment, extensive feature content,
scalability, network flexibility and interoperability. The Company believes that
its technology leadership enables its partners, resellers, and direct customers
to rapidly deploy conferencing solutions across a variety of network types. The
Company's relationships with its customers also allow it to anticipate market
requirements critical to its current and future product development efforts.

The Company's products have been designed within a scaleable, modular
architecture to allow the customer to add capacity, processing power and
conferencing features as the customer's network and application

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requirements grow. Using a common set of hardware and software building blocks,
customers can choose from a wide range of product configurations that differ in
capacity, price, network connectivity and features, all of which share the same
operating software user interface. The product may be configured for use in
customer premises environments or may be configured with specialized packaging
for use in a telephone carrier's central office setting.

SERIES 2000 MCS

The Series 2000 MCS product line of servers designed for switched digital
circuit networks include a number of basic platform configurations that are
expanded by the customer's selection of optional processing modules and software
applications. The platforms, configured for the typical end-user, range in list
price from under $20,000 to more than $200,000. Each Series 2000 MCS
configuration is built from a common set of processing modules, network
interfaces, software systems and optional features.

The following table lists the basic chassis configurations offered by the
Company and the typical target market and application in which each is used. In
this table, user capacity is a measure of the number of simultaneous conference
sites that can be connected to the Series 2000 MCS.

MODEL CAPACITY TARGET MARKET/APPLICATION
----- -------- -------------------------

Velocity 8 users Entry level Audio/Video/Data (A/V/D) multipoint
for customer premises equipment (CPE) networks;
designed for on-demand multipoint for
workgroups
2007 8 users Mid-range CPE for distributed network
environments
2020 48 users Large CPE/central office network with extensive
multimedia applications
CO 48 users High availability central office server

Each of these systems may be interconnected to provide support for larger
conferences.

The Ezenia! Series 2000 MCS has an extensive number of available software
and hardware features, some of which are listed in the following table.

APPLICATIONS DESCRIPTION
---------------------------- -------------------------------

CONFERENCE SERVICE AND
----------------------
MANAGEMENT
----------

Continuous Presence with Continuous viewing of multiple
CollaboRates...................... conference sites
Asynchronous Transfer Mode........ ATM connected endpoints can connect
directly to the MCS via an ATM network
Multimedia Conferencing........... Simultaneous audio visual conferencing
and data conferencing
Reservation and Scheduling........ Schedule and manage MCS use
Directory Services................ Database of potential conference
participants and sites
Chairperson Conference Control.... Management of conference activities by
a nominated conference chairman (eg:
lecturer)
Security and Password Control..... Conference password and application
security controls

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Voice Activated Switching......... Dynamic switching of video
presentation based on current speaker
Audio Add-on...................... Conferencing for audio-only conferenc
participants
Operator Attended Conferencing.... Provision for an operator to guide
participants through conference
initiation and provide assistance
during the conference

NETWORK SERVICES AND
--------------------
MANAGEMENT
----------

Outbound Dialing.................. Automatic MCS dial-out capability
Conference Monitor................ Real-time monitor of conference
activities and status
Bandwidth Management.............. Bandwidth aggregation using inverse
multiplexing
Event Management.................. System activity and alarms
applications for network management
Network Diagnostics............... Network loop-back and problem
isolation tool kit
Premise Switching............... Integrated ISDN switching
functionality

The Series 2000 MCS can be directly connected to public networks (either
T-1 or ISDN networks, or both) or private networks. The T-1 interface can be
configured as either a full or fractional T-1 (FT-1). If FT-1 service is
selected, multiple FT-1 circuits may be multiplexed and delivered by the network
to the MCS in a single T-1 pipe. ISDN Primary Rate Interface (PRI) support
allows the MCS to cost-effectively support multiple basic rate terminal
connections across a single interface. ISDN Basic Rate Interface (BRI) support
offers a cost effective solution for customer premise applications not requiring
PRI. The MCS supports the various ISDN network protocols used in the United
States, the United Kingdom, France, Germany, Japan, Australia and the
European-wide standard, and thus can be used worldwide. The addition of an ATM
Network Interface Card enables ATM connected endpoints to connect directly to
the MCS via an ATM network. Additionally, the MCS supports network connections
such as V.35 and RS449, to support both private and secure networks.

The Company offers add-on software to its installed base in the form of
either major new software releases or unbundled software options. Customers may
purchase new software releases on an as-needed basis or as part of a maintenance
agreement. Unbundled software options are priced separately and are not part of
maintenance agreements.

ENCOUNTER(TM) FAMILY OF CONFERENCING PRODUCTS

The Company began shipping the first products in its Encounter family of
network servers and gateways in March, 1998, the industry's first
business-quality networked conference offerings in the IP arena. The following
table lists the principal products in the Encounter family, and the typical
target market and application in which each is used.

MODEL CAPACITY TARGET MARKET/APPLICATION

NetServer 64 users Network server that enables multipoint,
multimedia conferencing for H.323 endpoints and
standard telephones

eCMS n/a Web-based management and conference scheduling
application

NetGate 16 users LAN/WAN gateway that enables point-to-point

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conferences between ISDN and LAN based endpoints
(H.320 to H.323 interconnections).

Gatekeeper n/a Network management software used to control
access and bandwidth utilization by H.323
endpoints, gateways and MCSs

The Encounter MCS brings to IP networks many of the same multipoint and
conference management capabilities and features of the original Series 2000 MCS.
The Encounter NetGate enables users connected to ISDN networks to conference
with users on IP networks. The Gatekeeper is a network management application
that allows network administrators to manage and control multimedia conferencing
on TCP/IP networks.

NETWORK ACCESS CARDS

In April 1997, the Company acquired the network access card (NAC) business
unit of Promptus Communications, Inc. NACs are an integral component of a
videoconferencing solution, providing the technology by which conferencing
terminals, or endpoints, and servers connect to either public or private ISDN
networks. NAC products are available in two product lines; PC compatible boards
known as the Series 1 and Series 2 families and dedicated non-PC modules based
on the Brick(TM) form factor. These products provide a standardized physical
interface to the host application known as the Multi-Vendor Integration Protocol
(MVIP). and are controlled through a published Application Program Interface
(API).

In addition to providing network access, NAC products provide additional
value added facilities oriented specifically for the videoconference industry.
These facilities are designed to improve network reliability for conference
terminals and to allow access to higher transmission speeds than are available
through a single ISDN line. The ability to connect to multiple ISDN lines for a
videoconference call, referred to as inverse multiplexing, improves the picture
and sound quality experienced during a call. The key elements of the NAC product
line are:

ISA PC BOARD PRODUCTS:
* Single, Triple and Quad BRI ISDN NAC
* Single or Dual T1 and E1 PRI ISDN NAC (24 and 30 Channel)
* Digital Data Interface Card (Dual V.35 and RS366 data and control
interfaces)

PCI PC BOARD PRODUCTS
* Triple BRI ISDN NAC

BRICK(TM) FAMILY PRODUcts
* Triple BRI ISDN Brick(TM)

All NAC products are compatible with a range of common PC operating systems
and are supported by a full Software Developers Toolkit (SDK).

MARKETS AND CUSTOMERS

Ezenia! markets its products primarily through videoconferencing equipment
Original Equipment Manufacturers (OEMs), integrators and remarketers of
networking solutions, and directly to service providers. The Company's
videoconferencing OEM's generally remarket the Company's products in combination
with other videoconferencing endpoint products to resellers or directly to
end-users. Integrators and remarketers of networking solutions typically sell
the Company's products with other conferencing or communications products as
complete solutions to companies of all sizes. Service providers, including
public and private telephone carriers, generally offer conferencing services
based on the Company's products.

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Videoconferencing equipment suppliers have historically represented the
primary market for delivering conferencing equipment to users. The Company has
relationships with several of the significant videoconferencing suppliers around
the world, including VTEL Corporation, PictureTel Corporation, Tandberg,
FVC.COM, VCON, and the leading Japanese manufacturers, including Sony
Corporation and Fujitsu Business Communications Systems, Inc.

Telecommunication service providers have sought to differentiate themselves
by offering multimedia conferencing services to customers who desire on-demand
conferencing capability without installing their own conference servers. The
Company markets its products and services directly to public and private
telecommunications service providers, including Interexchange Carriers (IXCs)
such as AT&T, MCI, and Sprint, Regional Bell Operating Companies (RBOCs) such as
BellSouth and Southwestern Bell, a number of private conferencing service
providers in the U.S., international Post Telephone and Telegraph companies
(PTTs) in Europe and Asia, such as British Telecom, Deutsche Telekom, France
Telecom, the Chinese MPT, and NTT and to leading Internet Service Providers
("ISPs) such as UUNET.

As conferencing moves to desktop systems, local area networks ("LANs"),
virtual private networks, and the Internet, companies providing computer system
and networking equipment, and PBX companies, whose products form the data and
telecommunications backbone of the enterprise, are beginning to incorporate
conferencing technologies into their product lines. The Company believes these
companies view multimedia applications as a strategic technology thrust that
will fuel demand for computing resources and network bandwidth. Since late 1993,
Intel Corporation and Ezenia! have participated in joint development and
marketing of products for the conferencing market. Since 1997, Cisco Systems has
incorporated portions of the Company's H.323 software into Cisco's operating
system software, and in 1998 the companies together with Intel began joint
marketing to large enterprise and service provider accounts who are evaluating
the requirements to provision their networks for the deployment of multimedia
conferencing.

The Company's agreements with its customers generally do not include
minimum purchase requirements and are non-exclusive. In 1997, PictureTel and
VTEL accounted for 34% and 16% of revenue. In 1998, PictureTel and VTEL
accounted for 35% and 18% of revenue. In 1999, PictureTel and VTEL accounted for
24% and 25% of revenue. Revenue from international markets accounted for 32% of
the Company's revenue for the year ended December 31, 1997, 30% of revenue in
1998, and 27% of revenue in 1999.

Ezenia! conducts its sales and marketing activities from its principal
offices in Burlington, Massachusetts, as well as from four other North American
sales locations, its European headquarters in the United Kingdom, and offices
recently opened in France, Germany, Australia, and China.

RESEARCH AND PRODUCT DEVELOPMENT

The Company believes that its future success depends on its ability to
continue to enhance and expand its existing products and to develop new products
that maintain its technology leadership. Ezenia! has invested, and expects to
continue to invest heavily, in the development of products and core
technologies. Extensive product development input is obtained from OEM partners,
from service providers, from end users, and through the Company's active
participation and leadership in industry groups responsible for establishing
technical standards such as the ITU and the IETF .

Since its founding, the Company's research and development effort has been
directed towards the development of standards-based conference server
technology. In concert with the evolution of industry standards, these efforts
currently are focused on extending the breadth of network services supported
beyond switched digital services to include local area networks, corporate
intranets, the Internet, and ATM. This

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includes the development of multipoint products for particular network types and
gateway products to provide interoperability between dissimilar network types.
Development is also underway to support emerging data conferencing applications,
provide additional conferencing management capabilities including enhanced user
interfaces, and to add higher capacities to the product family. The Company is
also investing to further develop the network access technologies acquired from
Promptus Communications in April 1997. Development is focused on the
introduction of more cost effective and compact modules for ISDN connectivity,
and the further integration of NAC technology into the Company's MCS products.
The Company extends and accelerates its efforts through development
relationships with its customers. The Company periodically receives funding
under certain of these arrangements which, when earned, is recorded as a
reduction of research and development expense in the Company's financial
statements.

At December 31, 1999, Ezenia!'s research and development staff consisted of
98 employees, principally software engineers. The Company's net research and
development expenditures were $17.3 million, $14.9 million and $12.9 million in
1999, 1998 and 1997, representing 30%, 27% and 24% of revenue in those years.
Development funding from customers of $464,000 in 1997 was recorded as a
reduction of research and development costs in that year. All software
development costs have been expensed as incurred because costs eligible for
capitalization have not been material to date.

CUSTOMER SUPPORT AND SERVICE

The Company provides technical support and services to its resellers and
direct customers. A high level of continuing service and support is critical to
the Company's objective of developing long-term relationships with customers.
The Company's resellers offer a broad range of support including installation,
maintenance and on-site and headquarters-level technical support of products to
their end-user customers. Ezenia! provides a comprehensive service program
including problem management, training, diagnostic tools, hardware repair
services, software updates and upgrades, and spare parts programs to facilitate
and supplement the efforts of the Company's resellers.

The Company offers a technical support hotline to its resellers and
customers. Network support engineers answer technical support calls placed by
the support engineers of the Company's resellers and by its direct customers.
The engineers generally provide same-day responses to questions that cannot be
resolved during the initial call. The products are designed with advanced remote
diagnostic capabilities that permit a reseller's or the Company's support
engineers to immediately begin the process of diagnosing any problems in the
field, thereby reducing both response time and cost. When necessary, however,
support engineers are dispatched to the customer's facility.

The Company warrants its software products for 90 days. During this 90-day
warranty period, the Company will investigate all reported problems and will
follow escalation procedures to provide resolution. The Company warrants its
hardware products for 12 months. During this warranty period, the Company will
repair or replace any failed hardware component. The Company also offers
post-warranty support programs ranging from services on a time-and-materials
basis to full-service contracts on a 24-hour, 7-days-a-week basis, and a full
suite of training courses.

MANUFACTURING

The Company's manufacturing operations consist primarily of materials
management, quality control, test engineering, production, and shipping and
logistics. The Company employs an outsourced manufacturing model in which it
designs the significant hardware subassemblies for its products and uses
independent third-party contract assembly companies to perform printed circuit
board assembly and other production activities with internal efforts generally
limited to final product configuration, assembly, and testing. This
manufacturing model

<PAGE> 11

offers the capability to quickly fulfill orders with limited lead times thus
providing enhanced customer satisfaction and improved inventory management. All
products are functionally tested utilizing state of the art equipment designed
for "burn-in", diagnostic testing, and stress screen testing to assure the
reliability and quality of the Company's products. The Company achieved
International Standard Organization (ISO) 9002 certification in 1994 and each
year since has successfully been re-certified.

Although the Company generally uses standard parts and components for its
products, certain components, including key digital signal processors are
presently available only from single sources or from limited sources such as
Texas Instruments, Motorola, and 8X8. The Company has no supply commitments from
its vendors, and generally purchases components on a purchase order basis as
opposed to entering into long term procurement agreements with vendors. The
Company has been able to obtain adequate supplies of components in a timely
manner from current vendors, or when necessary to meet production needs, from
alternate vendors. The Company believes that, for digital signal processors in
particular, alternative sources of supply would be difficult to develop over a
short period of time and an interruption in supply or a significant increase in
the price of these components would adversely affect the Company's operating
results and business.

Because of the generally short cycle between order and shipment and because
the majority of the Company's sales in each quarter results from orders booked
in that quarter, the Company does not believe that its backlog as of any
particular date is indicative of future sales levels.

COMPETITION

The market for communications products is highly competitive and is subject
to rapid technological change. The Company expects competition to increase
significantly in the future. Currently, the Company's principal competitors are
Lucent Technologies and Accord Video Telecommunications, Inc. In addition, a
number of other companies have introduced or announced their intention to
introduce products that could be competitive with the Company's products. These
companies include PictureTel, Radvision, and White Pine. Companies competing
with the Company's network access card product line include Aculab and NetAccess
(a division of Brooktrout, Inc.).

Additional competition could adversely affect the Company's sales and
profitability, through price reductions and loss of market share. In particular,
should one or more of the Company's current customers, including
videoconferencing equipment suppliers, telecommunications carriers or
traditional network equipment vendors choose to provide or distribute
competitive products (including their own products) and services, the Company's
business could be materially adversely affected. Many of the Company's current
and potential competitors have substantially greater financial, technical, and
sales and marketing resources than the Company.

The principal competitive factors in the market for multimedia conference
servers are, and are expected to continue to be, breadth of network services
supported, conformance to industry standards and demonstrated interoperability,
price per port, performance, network management capabilities, transcoding
capabilities, reliability and customer support. While the Company believes it
presently competes favorably in all of these areas, there can be no assurance
that it will continue to do so.

PROPRIETARY RIGHTS

The Company holds seven U.S. Patents and has several patent applications
pending in the United States and other jurisdictions. In addition, the Company
relies on a combination of contractual rights, trade secrets and copyright laws
to establish and protect its intellectual property rights. The Company believes
that, because of the rapid pace of technological change in the data
communications and telecommunications industries, the intellectual property
protection for its products is only one factor in the Company's success,
complementing the

<PAGE> 12

knowledge, abilities, and experience of the Company's employees, the frequency
of its product enhancements, its relationships with its partners, the
effectiveness of its marketing activities, and the timeliness and quality of its
support services.

On November 20, 1988, the Company commenced an action for patent
infringement against Accord Networks, Inc. f/k/a Accord Video
Telecommunications, Inc. ("Accord") in the United States District Court for the
District of Massachusetts. The complaint alleged that Accord was infringing and
has infringed and contributed to and induced infringement one of the Company's
patents, including by making, using, selling and offering to sell Accord's "MGC"
products. The Company has filed subsequent amendments to the complaint, alleging
that Accord has infringed on three other patents of the Company and that
Accord's affiliate in Israel, Accord Networks, Ltd. f/k/a Accord
Telecommunications, Ltd. also infringed on all four of these patents. The
underlying technology for these patents enables several fundamental
videoconferencing capabilities. The company is seeking damages and injunctive
relief.

Accord has counterclaimed for declaratory judgment that the patents are
invalid and unenforceable and that the Company has violated the Lanham Act,
interfered with Accord's contractual and prospective business advantage and
defamed and disparaged Accord and its products. In its counterclaim, Accord is
seeking unspecified damages, costs and injunctive relief. The Company intends to
vigorously defend against Accord's counterclaim.

EMPLOYEES

At December 31, 1999, the Company employed a total of 233 persons,
including 98 in research and development, 70 in sales, marketing and customer
support, 34 in manufacturing, and 31 in finance and administration. Thirty-one
of the Company's employees were located internationally and the remainder were
located in the United States. None of the Company's employees are represented by
a labor organization and the Company believes that its relations with employees
are good.

The Company's success depends, to a significant degree, upon the continuing
contributions of its key management, sales, marketing, and research and
development personnel, many of whom would be difficult to replace. The Company
does not have employment contracts with most of its key personnel. The Company
believes that its future success will depend in large part upon its ability to
attract and retain such key employees.

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company are:

Name Age Position
---- --- --------
Khoa D. Nguyen ...... 46 Chairman, Chief Executive Officer, and President
Stephen G. Bassett .. 52 Chief Financial Officer, Treasurer, and
Secretary
Steven M. Chomicz ... 47 Vice President of World Wide Sales
Stephen P. Cummings . 49 Vice President of Research & Development
Dane A. Donaldson ... 53 Vice President of World Wide Customer Service
and Support
Richard J. Moulds ... 36 Vice President, Business Strategy
Edward C. Wade ...... 63 Vice President of Manufacturing

- --------------------

Khoa Nguyen was named Chairman of the Board of Directors in March 2000, has
served as President and CEO of the Company since April 1998 and has served as a
Director since December 1997. Previously he had been Executive Vice President
and Chief Operating Officer since September 1997. Prior to joining the Company,

<PAGE> 13

Mr. Nguyen was employed at PictureTel Corporation, a videoconferencing company,
where he served as Vice President of Engineering from January 1993 to February
1994, and as Chief Technology Officer and General Manager of the Group Systems
and Networking Products divisions from February 1994 to August 1996. From August
1991 to December 1992, he was Vice President of Engineering at VTEL Corporation,
a videoconferencing company, and has also held various engineering management
positions with International Business Machines, a computer manufacturer.

Stephen G. Bassett joined Ezenia! in January 2000 as its Chief Financial
Officer, Treasurer, and Secretary. Prior to joining the Company, Mr. Bassett was
employed as an independent financial consultant from May 1996 to December 1999.
From October 1981 to May 1996, he served as an Audit Partner with Ernst & Young
LLP and from June 1969 to October 1981 held other various financial positions
with Ernst & Young LLP, an accounting firm.

Steven M. Chomicz joined Ezenia! in March 2000 as its Vice President, World
Wide Sales. Prior to joining the Company, Mr. Chomicz was employed at
MailWorkZ.com, an Internet software company, where he served as Vice President,
Sales & Marketing from January 1998 to December 1998, and as President and CEO
from December 1998 to November 1999. From August 1979 to January 1998, Mr.
Chomicz held various sales positions at Coulter Electronics, Inc., a medical
electronics company.

Stephen P. Cummings has served as Vice President of Research & Development
since April 1999. Prior to joining the Company, Mr. Cummings was employed at
ClearOne, a multimedia communications company, where he served as CEO from April
1998 to April 1999. From May 1994 to October 1997, he was Vice President of
Group Systems Engineering at PictureTel Corporation, a videoconferencing
company. Mr. Cummings also held various technical and engineering management
positions with International Business Machines from June 1977 to April 1994, a
computer manufacturer.

Dane A. Donaldson has served as Vice President of Customer Service since
December 1997. Prior to joining the Company, Mr. Donaldson was employed from
January 1993 to December 1997 at PictureTel Corporation, a videoconferencing
company, where he held various positions including Vice President of Worldwide
Customer Maintenance. From December 1987 to January 1993, Mr. Donaldson held
various service management positions at Motorola Codex, a networking equipment
company.

Richard J. Moulds was named Vice President of Business Strategy in February
2000. Previously, Mr. Moulds had served as Vice President of Marketing and the
Connections Business Unit from January 1999 to February 2000, Vice President of
Network Access Card business unit April 1997 to January 1999, and Director of
Business Development from August 1996 to April 1997. Prior to joining the
Company, he was employed with GPT Limited, a manufacturer of telecommunications
products including videoconferencing equipment, as Marketing Manager for the
Visual Communications division from June 1992 to July 1996, and before that as a
Product Marketing Manager and Senior Design Engineer.

Edward C. Wade has served as Vice President of Operations since October
1997. He served at PictureTel Corporation, a video conferencing company, as
Dirctor of Manufacturing for the Group & Network Systems Divisions from March
1991 until October 1997. From July 1988 until March 1991, he served as Vice
President of Materials Management for Symbol Technologies, a supplier of hand
held terminals and bar code scanning devices. Previously, Mr. Wade held various
manufacturing and materials management positions for Polaroid Corporation, a
manufacturer of commercial and industrial instant photographic and digital
imaging devices.

Officers are elected on an annual basis to serve at the discretion of the
Board of Directors.

13
<PAGE> 14

ITEM 2. DESCRIPTION OF PROPERTY

The Company's corporate office and principal research, development, and
manufacturing facility is located in Burlington, Massachusetts, in a 60,000
square foot facility. The Company also has a 12,000 square foot development
facility located in Middletown, Rhode Island and a 3,000 square foot development
facility located in Marlboro, Massachusetts, all of which the company leases
under agreements that expire in February 2001.

The Company's European headquarters is located in a 6,500 square foot
facility in Wokingham, Berkshire, United Kingdom, which the company leases under
a five year agreement expiring in February 2005 and is utilized principally for
sales, marketing, customer service and development activities. The company also
has sales/service offices, located in Herndon, Virginia; Roswell, Georgia
(currently sub-leased); Sydney, Australia; Beijing, China; and Munich, Germany,
all of which are leased on a short term basis.

The Company believes its existing facilities are adequate for its current
needs and that suitable additional or substitute space will be available as
needed.

ITEM 3. LEGAL PROCEEDINGS

14
<PAGE> 15

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

No matters were submitted to a vote of security holders during the last
quarter of the fiscal year ended December 31, 1999.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The information required by this item may be found in the section captioned
"Quarterly Financial Information (unaudited)" appearing in the 1999 Annual
Report to Shareholders, and is incorporated herein by reference.(1)

As of March 15, 2000, the Company had approximately 126 shareholders of
record. This does not reflect persons or entities who hold their stock in
nominee or "street" name through various brokerage firms. The Company has not
paid dividends on its Common Stock. The Company anticipates it will continue to
reinvest earnings to finance future growth, and therefore, does not intend to
pay dividends in the foreseeable future.

ITEM 6. SELECTED FINANCIAL DATA

Information required by this item may be found in the section captioned
"Financial Highlights" appearing in the 1999 Annual Report to Shareholders, and
is incorporated herein by reference.(1)

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Information required by this item may be found in the section captioned
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing in the 1999 Annual Report to Shareholders, and is
incorporated herein by reference.(1)

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Information with respect to this item may be found in the Financial Section
of the 1999 Annual Report to Shareholders on pages 17 through 30, and is
incorporated herein by reference.(1)

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

- --------------------------------------------------------------------------------
(1) The Company's 1999 Annual Report to Shareholders is not to be deemed
filed as part of this report except for those parts thereof specifically
incorporated by reference.

15
<PAGE> 16

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information with respect to Directors and compliance with Section 16(a) of
the Securities Exchange Act may be found in the sections captioned "Proposal No.
1 - Election of Directors" and "Section 16(a) - Beneficial Ownership Reporting
Compliance" appearing in the definitive Proxy Statement to be delivered to
shareholders in connection with the Annual Meeting of Shareholders to be held on
May 31, 2000. Such information is incorporated herein by reference. Information
with respect to Executive Officers may be found under the section captioned
"Executive Officers of the Registrant" in Part I.

ITEM 11. EXECUTIVE COMPENSATION.

The information required with respect to this item may be found in the
sections captioned "Executive Compensation and Other Information Concerning
Directors and Executive Officers" appearing in the definitive Proxy Statement to
be delivered to shareholders in connection with the Annual Meeting of
Shareholders to be held on May 31, 2000. Such information is incorporated herein
by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information required with respect to this item may be found in the
section captioned "Security Ownership of Certain Beneficial Owners and
Management" appearing in the definitive Proxy Statement to be delivered to
shareholders in connection with the Annual Meeting of Shareholders to be held on
May 31, 2000. Such information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required with respect to this item may be found in the
section captioned "Certain Transactions" appearing in the definitive Proxy
Statement to be delivered to shareholders in connection with the Annual Meeting
of Shareholders to be held on May 31, 2000. Such information is incorporated
herein by reference.

16
<PAGE> 17

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K.

(a) DOCUMENTS FILED AS PART OF FORM 10-K

1. CONSOLIDATED FINANCIAL STATEMENTS.

The following consolidated financial statements and supplementary data are
included in Part II Item 8 filed as part of this report:

* Consolidated Balance Sheets as of December 31, 1998 and 1999
* Consolidated Statements of Operations for the years ended December 31,
1997, 1998 and 1999
* Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1997, 1998 and 1999
* Consolidated Statements of Cash Flows for the years ended December 31,
1997, 1998 and 1999
* Notes to Consolidated Financial Statements
* Quarterly Financial Information (unaudited)
* Report of Independent Auditors

2. FINANCIAL STATEMENT SCHEDULE.

* Schedule II - Valuation and Qualifying Accounts

Schedules not listed above have been omitted because they are not
applicable, not required or the information required is shown in the
consolidated financial statements or the notes thereto.

3. List of Exhibits.

Exhibit
Number Description of Exhibit
-----------------------------------

3.1* Form of Amended and Restated Certificate of Incorporation of
the Registrant.
3.2* Amended and Restated By-Laws of the Registrant.
4.1* Specimen Stock Certificate.
10.1* Amended and Restated 1991 Stock Incentive Plan of the
Registrant.
10.2* Amended and Restated 1994 Non-Employee Director Option Plan of
the Registrant.
10.3* 1995 Employee Stock Purchase Plan of the Registrant.
10.10* Noncompetition Agreement dated February 2, 1992 between the
Registrant and Robert Castle.
10.11* Noncompetition Agreement dated March 28, 1991 between the
Registrant and Rubin Gruber.
10.12* Noncompetition Agreement dated March 28, 1991 between the
Registrant and Derek M. James.
10.15* License Agreement dated January 2, 1995 between the Registrant
and Datapoint Corporation.
10.16* Letter Agreement dated December 31, 1994 between the
Registrant and Fleet Bank of Massachusetts, N.A.

<PAGE> 18

10.17** Lease for 63 Third Avenue, Burlington, MA dated as of March 1,
1996 between the Registrant and the
Trustees of Building #27 Associates.
10.18*** Asset Purchase Agreement by and between Ezenia! Inc. and
subsidiaries, and Promptus Communications,
Inc., dated March 25, 1997.
10.19**** Employment Agreement dated January 22, 1998 between the
Registrant and Khoa D. Nguyen
13.1 Financial Section of the 1999 Annual Report to Shareholders,
page ii and pages 13 through 30.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Ernst & Young LLP.
27.1 Financial Data Schedule

(Note: The Company agrees to furnish to the Securities and Exchange Commission
upon request a copy of any instrument with respect to long-term debt of the
Company or any of its subsidiaries which is not filed herewith or listed herein
since it relates to outstanding debt in an amount not greater than 10% of the
total assets of the Company and its subsidiaries on a consolidated basis.)

* Incorporated by reference from the Company's Registration Statement on
Form S-1.
** Incorporated by reference from the Company's Form 10-K filed with the
Securities and Exchange Commission for the year ended December 31,
1995.
*** Incorporated by reference from the Company's Form 8-K filed with the
Securities and Exchange Commission on May 13, 1997.
**** Incorporated by reference to the Company's Form 10-K filed with the
Securities and Exchange Commission for the year ended December 31,
1998.

(b) REPORTS ON FORM 8-K

The Company filed no reports on Form 8-K during the quarter ended December
31, 1999.

18
<PAGE> 19

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

EZENIA! INC.

/s/ Khoa D. Nguyen
----------------------------------
Khoa D. Nguyen
Chairman, Chief Executive Officer, and
President (Principal Executive Officer)
Date: March 27, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on its behalf of the registrant
and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
- --------- ----- ----

/s/ Khoa D. Nguyen Chairman, Chief Executive Officer, March 27, 2000
- -----------------------
Khoa D. Nguyen (Principal Executive Officer),
and President

/s/ Stephen G. Bassett Chief Financial Officer March 27, 2000
- -----------------------
Stephen G. Bassett (Principal Financial
and Accounting Officer)

Director
- -----------------------
William E. Foster

/s/ John F. Keane, Jr. Director March 27, 2000
- -----------------------
John F. Keane, Jr.

Director
- -----------------------
John A. McMullen

/s/ Roy G. Perry Director March 27, 2000
- -----------------------
Roy G. Perry

19
<PAGE> 20

EZENIA! INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
Column A - Description Column B Column C - Additions Column D Column E
- ---------------------- -------- -------------------- --------- --------

Deductions -
Balance At Charged to Charged to Uncollectible Balance at
Beginning Of Costs and Other Accounts End of
Accounts Receivable Allowances Period Expenses Accounts Written Off Period
- ------------------------------ ------ -------- -------- ----------- ------
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1999 $1,534,311 $ -- $ 7,460 $(23,592) $1,518,179

Year Ended December 31, 1998 1,338,311 5,000 191,000 - 1,534,311

Year Ended December 31, 1997 1,077,453 58,939 201,919 - 1,338,311
</TABLE>

<PAGE> 1
1999 Financial Highlights

Ezenia! Inc. and subsidiaries

In thousands, except per-share amounts

<TABLE>
<CAPTION>
Years ended December 31
1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C>
OPERATING DATA
Revenue $28,197 $48,833 $53,495 $55,939 $58,109
Income (loss) from operations* 4,552 12,162 (9,494) 751 (760)
Net income (loss)* 4,687 10,194 (4,732) 1,814 1,134
Net income (loss) per-share diluted* 0.39 0.77 (0.37) 0.13 0.08

BALANCE SHEET DATA
Cash and marketable securities $45,168 $54,684 $46,531 $50,606 $53,080
Total assets 53,902 73,096 72,899 80,132 79,738
Redeemable preferred stock and
long-term debt, less current portion 673 167 -- -- --
Stockholders' equity 45,789 59,871 60,091 64,145 66,790
</TABLE>

* 1997 amounts include a pre-tax charge to operations of $14,000,000, or
$0.69 per-share after taxes, for purchased research and development related
to the acquisition of the network access card business unit of Promptus
Communications, Inc.

* 1998 amounts include a pre-tax charge to operations totaling $1,300,000, or
$0.10 per-share after taxes related to the restructuring of certain of the
Company's operations.

(ii)

<PAGE> 2

Consolidated Financial Statements
Ezenia! Inc. and subsidiaries
For the three-year period ended
December 31, 1999

Contents

13 Management's Discussion and Analysis of Financial Condition
and Results of Operations
17 Consolidated Balance Sheets
18 Consolidated Statements of Operations
19 Consolidated Statements of Stockholders' Equity
20 Consolidated Statements of Cash Flows
21 Notes to Consolidated Financial Statements
30 Report of Independent Auditors

<PAGE> 3

Management's Discussion and Analysis of Financial Condition and Results of
Operations

The following table sets forth the percentage change in certain financial data
compared to the previous year, and the financial data as a percentage of revenue
for the years indicated.

<TABLE>
<CAPTION>
Percent increase (decrease) year to year Items as a percentage of revenue
Income and Expense Items 1999/98 1998/97 1999 1998 1997
<S> <C> <C> <C> <C> <C>
Revenues 4% 5% 100% 100% 100%
Cost of revenues 2 11 38 39 36
Gross profit 5 1 62 61 64

Operating expenses
Research and development 16 15 30 27 24
Sales and marketing 11 6 25 23 23
General and administrative 2 14 9 9 8
Purchased research and development * * 27
Non-recurring expenses * * 1
Total operating expenses 10 (23) 64 60 82

Income (loss) from operations (*) 108 (1) 1 (18)
Interest income, net 15 17 4 4 3
Income (loss) before income taxes (44) 135 3 5 (15)
Income taxes (benefit) (57) 131 1 2 (6)
Net income (loss) (37%) 138% 2% 3% (9%)
</TABLE>

* Percentage not meaningful.

Results of operations - years ended December 31, 1999, 1998, and 1997

REVENUE
Revenue increased by 4% to $58.1 million in 1999. The change was primarily
attributable to increased sales of the Company's Encounter family of Internet
Protocol (IP)-based products and increased service revenue offset by a decrease
in revenue from sales of the Company's network access card products resulting
principally from new product offerings that carry a lower selling price. Revenue
from sales of the Company's ISDN products increased marginally in 1999 as the
market for videoconferencing products continues to grow at a slower rate than
the market for IP-based products.

Revenue increased by 5% to $55.9 million in 1998. The change was primarily
attributable to increased sales of the Company's Encounter products, initially
released in the first quarter of the year and increased service revenues. Sales
of the Company's ISDN products declined slightly in 1998. This decrease was
attributed to general softness in the market for video-conferencing products.

GROSS PROFIT
Cost of revenues includes material costs, manufacturing labor, and overhead and
customer support costs. Gross profit as a percentage of revenues increased
slightly in 1999 to 62.3% from 61.5% in 1998. This increase was primarily
attributable to increased margins on service contracts resulting from increases
in service revenues that share in the absorption of fixed costs. Gross profit as
a percentage of revenues declined in 1998 to 61.5% from 63.7% in 1997. This
decrease was primarily attributable to a greater proportion of lower margin
products in the product mix, including network access cards and lower-priced,
small group conferencing servers.

OPERATING EXPENSES
Operating expenses increased by 10% in 1999 as compared to 1998. This increase
was principally attributable to increased research and developing spending for
the development of new IP and web-based Internet products, the first of which
was released in the first quarter of 2000. Sales and marketing expenses
increased by 11% in 1999 from 1998 spending levels. This increase resulted from
costs incurred in connection with the Company's name change and expanded
marketing programs relating to the continued development of the Company's
Encounter family of IP-based products.

Excluding the effects of non-recurring charges and purchased research and
development expense recognized in 1997 in connection with the Company's
acquisition of the network access card business unit of Promptus Communications,
Inc. (see Note 3 of Notes to Consolidated Financial Statements), operating
expenses increased by approximately 12% in 1998

(13)

<PAGE> 4
as compared to 1997. Research and development expenses increased by 15% in 1998
primarily due to increased staffing for the development of products for the IP
market. Sales and marketing expenses increased by 6% in 1998. This increase was
related principally to the addition of sales and marketing personnel to support
the Company's expansion of field sales offices, particularly in the European and
Asia Pacific markets and the ongoing expansion of marketing programs.

General and administrative expenses in 1999 remained at approximately the same
levels as the prior year. Increased general and administrative spending in 1998,
as compared to 1997, resulted principally from the addition of finance and
administrative personnel to support overall company growth and the
implementation of a new corporate-wide financial accounting, manufacturing, and
sales and distribution system.

INTEREST INCOME, NET
Interest income, net, consists of interest on cash, cash equivalents, and
marketable securities. Increases in interest income in 1999 and 1998 were
primarily related to an increase in cash available for investment.

INCOME TAXES
The Company has an asset recorded for deferred income taxes representing the
estimated future tax benefits associated with expenses recorded for financial
reporting purposes. The realization of this deferred tax asset is subject to
certain variables, including future profitability of the Company. In the event a
valuation reserve is required in order to reflect the deferred tax asset at its
net realizable value, it would be recorded as an additional element of income
tax expense in the Company's financial statements.

Other factors which may affect future operations
The Company's Annual Report includes discussions of its long-term growth
outlook, including various forward-looking statements. The following risks and
uncertainties, among others, could affect the degree to which such expectations
are realized.

DEPENDENCE ON MAJOR CUSTOMERS.
While the Company is focusing efforts on broadening its reseller, distribution,
and OEM sales channels, sales to a relatively small number of customers have
accounted for a significant portion of the Company's revenue. The Company
believes that its dependence on a similarly few number of customers will
continue during 2000. This concentration of customers may cause revenues and
operating results to fluctuate from quarter to quarter based on major customers'
requirements and the timing of their orders and shipments. The Company's
agreements with its customers generally do not include minimum purchase
commitments or exclusivity arrangements. The Company's operating results could
be materially and adversely affected if any present or future major customer
were to choose to reduce its level of orders, were to change to another vendor
for purchases of a similar product, were to combine their operations with
another company who had an established relationship with another vendor for
purchases of a similar product, were to experience financial, operational, or
other difficulties, or were to delay paying or fail to pay amounts due the
Company.

GROWTH IN DEMAND FOR NETWORKED CONFERENCING PRODUCTS.
The Company primarily serves the videoconferencing market, which, historically,
has experienced significant fluctuations in growth rates from year to year.
Recently, market growth has varied due to factors such as the adoption of new
technologies like Internet Protocol (IP), the impact of these new technologies
on the rate of growth or decline in traditional conferencing technologies such
as ISDN, uncertainty around future network technologies, the availability of
lower-priced, low-end, and desktop conferencing systems, and the consolidation
of traditional videoconferencing OEM and distribution channels. The Company is
unable to predict the potential impact of these and other factors on customer
demand and the resultant impact on the Company's future operating results.

EVOLVING MARKETS.
Sales of Multimedia Conference Server (MCS) products account for most of the
Company's revenue. The Company's success depends, to a significant extent, on
the acceptance, and the rate of adoption, of MCS products in a number of market
segments, many of which are in the early stages of development. These markets
include group teleconferencing systems, desktop conferencing systems, and
collaborative data-sharing and carrier-based conferencing services. There is
inadequate experience to predict whether MCS products ultimately will be
accepted within these market segments. There can be no assurance that any of the
markets for the Company's products will develop to the extent, in the manner, or
at the rate anticipated by the Company. In addition, future prices the Company
is able to obtain for its products may decrease from historical levels as a
result of new product introductions by others, price competition, technological
change, or other factors.

(14)
<PAGE> 5
RAPID TECHNOLOGICAL CHANGE.
The market for the Company's products is characterized by rapidly changing
technology, evolving industry standards, emerging network architectures, and
frequent new product introductions. The adoption rate of new technologies and
products may adversely impact near-term growth of the conferencing market as
users evaluate the alternatives. The Company has invested, and for 2000 plans to
continue to invest, in software development and products incorporating certain
of these new technologies. Many other companies, including the Company's largest
customer, are also developing products incorporating these new technologies that
are competitive with the Company's current and future offerings. The Company's
success will depend, in part, upon its ability through continued investments to
maintain technological leadership, to enhance and expand its existing product
offerings, and to select and develop in a timely manner new products that
achieve market acceptance.

COMPETITION.
The market for networking and communications products is highly competitive. The
Company expects competition to increase significantly in the future. A number of
companies have introduced or announced their intention to introduce products
that could be competitive with the Company's products, and the rapidly evolving
nature of the markets in which the Company competes may attract other new
entrants as they perceive opportunities. Some of the Company's current and
potential competitors have longer operating histories and greater financial,
technical, and sales and marketing resources.

ACQUISITIONS.
In 1997, the Company acquired the network access card business unit from
Promptus Communications. The Company may continue to make acquisitions of, or
significant investments in, businesses that offer complementary products,
services, and technologies as part of its overall business strategy. Any such
acquisitions or investments will likely be accompanied by the risks commonly
encountered in acquisitions of businesses, including, among others, the
difficulty of assimilating the operations and personnel of the acquired
businesses, the potential disruption of the Company's ongoing business, and a
reduction in the value of the investment.

PERIOD-TO-PERIOD FLUCTUATIONS.
The Company's operating results are likely to vary significantly from quarter to
quarter as a result of several factors, including: the timing of new product
announcements and introductions by the Company, its major customers and its
competitors; market acceptance of new or enhanced versions of the Company's
products; changes in the product mix of revenue; changes in the relative
proportions of revenue among distribution channels or among customers within
each distribution channel; changes in manufacturing costs; price reductions for
the Company's products; the gain or loss of significant customers; increased
research and development expenses associated with new product introductions;
seasonally; and general economic conditions. New customers' orders have
generally been characterized by lengthy sales cycles, making it difficult to
predict the quarter in which sales will occur. Carriers' deployment projects
involve particularly long sales cycles, and shipments for such projects are
therefore often difficult to forecast. In addition, such shipments are subject
to delays in the timing of such projects. The Company typically operates with a
small backlog. As a result, quarterly revenue and operating results generally
depend on the volume, timing of, and ability to fulfill orders received within
the quarter, which are difficult to forecast. Also, changes in ordering patterns
have resulted in the Company recognizing a substantial portion of its revenue in
a given quarter from sales booked and shipped in the last weeks of that quarter.
All of the above factors can materially adversely affect the Company's business
and operating results for one quarter or a series of quarters, and are difficult
to forecast. The Company establishes its expenditure levels for product
development and other operating expenses based, in large part, on its expected
future sales. As a result, if revenues fall below expectations, there would
likely be a material adverse effect on the Company's operating results and net
income because only a small portion of the Company's expenses vary with its
sales in the short term.

PROTECTION OF PROPRIETARY TECHNOLOGY.
The Company's success depends, to a large extent, on its ability to protect its
proprietary technology. The Company currently holds seven U.S. patents relating
to its existing products and has several patent applications pending. In
addition to its patents, the Company relies primarily on a combination of
contractual rights, trade secrets, and copyrights to protect its intellectual
property rights.

RETENTION OF KEY EMPLOYEES.
The Company's success depends, to a significant degree, upon the continuing
contributions of its key management, sales, marketing, and research and
development personnel, many of whom would be difficult to replace. The Company
does not have employment contracts with most of its key personnel. The Company
believes that its future success will depend in large part upon its ability to
attract and retain such key employees.

(15)
<PAGE> 6
UNCERTAINTIES REGARDING PATENTS.
On November 20, 1988, the Company commenced an action for patent infringement
against Accord Networks, Inc. f/k/a Accord Video Telecommunications, Inc.
("Accord") in the United States District Court for the District of
Massachusetts. The complaint alleged that Accord was infringing and has
infringed and contributed to and induced infringement one of the Company's
patents, including by making, using, selling and offering to sell Accord's "MGC"
products. The Company has filed subsequent amendments to the complaint, alleging
that Accord has infringed on three other patents of the Company and that
Accord's affiliate in Israel, Accord Networks, Ltd. f/k/a Accord
Telecommunications, Ltd. also infringed on all four of these patents. The
underlying technology for these patents enables several fundamental
videoconferencing capabilities. The Company is seeking damages and injunctive
relief.

Accord has counterclaimed for declaratory judgment that the patents are invalid
and unenforceable and that the Company has violated the Lanham Act, interfered
with Accord's contractual and prospective business advantage and defamed and
disparaged Accord and its products. In its counterclaim, Accord is seeking
unspecified damages, costs, and injunctive relief. The Company intends to
vigorously defend against Accord's counterclaim.

IMPACT OF YEAR 2000.
In prior years, the Company discussed the nature and progress of its plans to
become Year 2000-ready. In late 1999, the Company completed its remediation and
testing of systems. As a result of those planning and implementation efforts,
the Company experienced no significant disruptions in mission-critical
information technology and non-information technology systems and believes those
systems successfully responded to the Year 2000 date change. The Company is not
aware of any material problems resulting from Year 2000 issues, either with its
products, its internal systems, or the products and services of third parties.
The Company will continue to monitor its mission critical computer applications
and those of its suppliers and vendors throughout the year 2000 to ensure that
any latent Year 2000 matters that may arise are addressed.

LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1999, the Company has cash, cash equivalents, and marketable
securities of $53.1 million, an increase of $2.5 million from December 31, 1998.
The Company regularly invests excess funds in short-term money market funds,
government securities, and commercial paper. The Company has no long-term debt.

The Company believes that cash generated from operating activities along with
its existing cash, cash equivalents, and marketable securities will be
sufficient to meet the Company's cash requirements for the foreseeable future.

(16)
<PAGE> 7
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
Year ended December 31

(In thousands) 1999 1998
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $35,095 $23,225
Marketable securities 17,985 27,381
Accounts receivable, less allowances of
$1,518 in 1999 and $1,534 in 1998 6,800 7,778
Inventories 2,610 3,693
Deferred income taxes 3,733 3,300
Other current assets 1,183 1,497
Total current assets 67,406 66,874
Equipment and improvements, net of
accumulated depreciation 6,461 6,616
Deferred income taxes 4,047 4,000
Other assets, net of accumulated amortization of

$1,113 in 1999 and $1,599 in 1998 1,824 2,642
$79,738 $80,132

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable 4,750 3,546
Accrued expenses 7,595 11,396
Deferred revenue 603 1,045

Total current liabilities 12,948 15,987

Commitments and contingencies - Note 9

Stockholders' equity
Preferred stock, $.01 par value; 2,000,000
shares authorized, none issued and outstanding
Common stock, $.01 par value; 40,000,000 shares authorized; 13,588,505 issued
and outstanding in 1999; 13,381,746 issued and
outstanding in 1998 136 134
Capital in excess of par value 58,483 56,720
Retained earnings 8,441 7,307
Accumulated other comprehensive loss (270) (16)
66,790 64,145
$79,738 $80,132
</TABLE>

See accompanying notes.

(17)
<PAGE> 8
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Year ended December 31
(In thousands, except for share-related data) 1999 1998 1997
<S> <C> <C> <C>
Revenues
Product revenue $51,058 $50,340 $49,415
Service revenue 7,051 5,599 4,080
58,109 55,939 53,495
Costs of revenues
Cost of product revenue 17,903 17,338 15,660
Cost of service revenue 4,032 4,191 3,736
21,935 21,529 19,396
Gross profit 36,174 34,410 34,099

Operating expenses
Research and development 17,301 14,878 12,886
Sales and marketing 14,412 13,005 12,217
General and administrative 5,221 5,119 4,490
Purchased research and development 14,000
Non-recurring charges 657
36,934 33,659 43,593
Income (loss) from operations (760) 751 (9,494)

Interest income, net 2,293 1,998 1,712

Income (loss) before income taxes 1,533 2,749 (7,782)

Income taxes (benefit) 399 935 (3,050)

Net income (loss) $ 1,134 $ 1,814 $(4,732)

Net income (loss) per share:
Basic $ 0.08 $ 0.14 $ (0.37)
Diluted $ 0.08 $ 0.13 $ (0.37)
</TABLE>

See accompanying notes.

(18)
<PAGE> 9
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
(In thousands, except for share-related data) Accumulated
Capital Other Total
Common Stock in Excess of Retained Comprehensive Stockholders'
Shares Par Value Par Value Earnings Loss Equity
<S> <C> <C> <C> <C> <C> <C>
BALANCES AS OF
DECEMBER 31, 1996 12,620,760 $ 126 $ 49,573 $ 10,225 $ (53) $59,871
Stock issued under
employee benefit plans 278,202 3 1,418 1,421
Tax benefit related to
employee stock plans 180 180
Stock issuance related to
acquisition of business,
net of issuance costs
of $27 223,881 2 3,413 3,415
Foreign currency
translation adjustment (64) (64)
Net loss (4,732) (4,732)

BALANCES AS OF
DECEMBER 31, 1997 13,122,843 131 54,584 5,493 (117) 60,091
Stock issued under
employee benefit plans 258,903 3 2,066 2,069
Tax benefit related to
employee stock plans 70 70
Foreign currency
translation adjustment 101 101
Net income 1,814 1,814

BALANCES AS OF
DECEMBER 31, 1998 13,381,746 134 56,720 7,307 (16) 64,145
Stock issued under
employee benefit plans 206,759 2 1,589 1,591
Tax benefit related to
employee stock plans 174 174
Foreign currency
translation adjustment (254) (254)
Net income 1,134 1,134

BALANCES AS OF
DECEMBER 31, 1999 13,588,505 $ 136 $ 58,483 $ 8,441 $ (270) $66,790
</TABLE>

See accompanying notes.

(19)
<PAGE> 10
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year ended December 31
(In thousands) 1999 1998 1997
<S> <C> <C> <C>
Operating activities

Net income (loss) $ 1,134 $ 1,814 $ (4,732)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Purchased research and development 14,000
Depreciation and amortization 3,768 3,686 3,076
Purchased technology write-off 1,034
Deferred income taxes (480) (340) (4,680)
Tax benefit related to stock plan activities 174 70 180
Changes in operating assets and liabilities:
Accounts receivable 978 (534) 2,120
Inventories 1,083 189 979
Other current assets 314 (556) (50)
Accounts payable and accrued expenses (2,597) 3,265 (1,338)
Deferred revenue (442) 81 133
Net cash provided by operating activities 4,966 7,675 9,688

Investing activities

Net purchases of equipment and improvements (3,093) (4,545) (2,954)
Purchases of marketable securities (3,634) (13,198) (2,634)
Proceeds from sale of marketable securities 13,030 7,482 7,777
Acquisition of business, net of cash acquired (15,416)
Increase in other assets (736) (1,058) (271)
Net cash provided by (used for) investing activities 5,567 (11,319) (13,498)

Financing activities

Repayment of long-term debt (167) (557)
Net proceeds from issuance of stock
under employee benefit plans 1,591 2,069 1,421
Net cash provided by financing activities 1,591 1,902 864
Effect of exchange rate on cash and
cash equivalents (254) 101 (64)
Increase (decrease) in cash and cash equivalents 11,870 (1,641) (3,010)

Cash and cash equivalents at beginning of year 23,225 24,866 27,876

Cash and cash equivalents at end of year $35,095 $23,225 $24,866

Supplementary disclosure of cash flow
information:
Interest paid $ 86 $ 77 $ 165
</TABLE>

See accompanying notes.

(20)
<PAGE> 11
Notes to Consolidated Financial Statements

1 BUSINESS

Ezenia! Inc. and its subsidiaries (the Company) operate in one business segment,
which is the design, development, manufacture, marketing, sale, and service of
networking equipment and associated software used to create interactive
multimedia collaboration and conferences that connect multiple users over
wide-area networks and allow them to interact as a group. During 1999, the
Company changed its name to Ezenia! Inc. from VideoServer, Inc.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All significant intercompany transactions and
balances have been eliminated. All assets and liabilities of the Company's
foreign subsidiary are translated at the rate of exchange at the end of the
year, while revenues, costs, and expenses are translated at the average rates in
effect during the year. The net effect of these translation adjustments is shown
in the accompanying financial statements as a component of stockholders' equity.

SIGNIFICANT ESTIMATES AND ASSUMPTIONS
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities, if any, at the
date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.

REVENUE RECOGNITION
Revenue from product sales is recognized upon shipment, and the Company's
products are generally delivered without significant post-sale obligations to
the customer. If significant obligations exist, revenue recognition is deferred
until the obligations are satisfied. Estimated product warranty costs are
accrued at the time of sale. Revenue from maintenance agreements is recognized
ratably over the terms of the agreements, and other service revenue is
recognized as the services are performed.

CASH EQUIVALENTS AND MARKETABLE SECURITIES
All of the Company's cash equivalents and marketable securities are classified
as available-for-sale, and accordingly are carried at fair market value based on
quoted market prices, which approximate their cost. Unrealized gains and losses
were not material in 1999 or 1998. Realized gains and losses are included in net
interest income. The Company considers all liquid investments with a maturity of
three months or less at the date of purchase to be cash equivalents. Cash
equivalents and marketable securities consist of highly rated U.S. and state
government securities, commercial paper, and short-term money market funds.

Marketable securities at December 31, 1999, by contractual maturity, included
$8.2 million due in one year or less, and $9.8 million due between one year and
two years.

CONCENTRATIONS OF CREDIT RISK
Sales to two customers accounted for 49%, 53%, and 50% of total revenues in
1999, 1998, and 1997, respectively. Accounts receivable from these customers
amounted to approximately $3.2 million and $3.3 million at December 31, 1999 and
1998, respectively. Export sales, primarily to Europe, were $15.7 million in
1999, $15.7 million in 1998, and $17.4 million in 1997.

Financial instruments, which potentially subject the Company to concentrations
of credit risk, are cash equivalents, marketable securities, and accounts
receivable. All of the Company's cash equivalents and marketable securities are
maintained by major financial institutions. Concentration of credit risk with
respect to accounts receivable is limited to certain customers to whom the
Company makes substantial sales. To reduce risk, the Company routinely assesses
the financial strength of its customers. The Company has not incurred any
material write-offs related to its accounts receivable.

INVENTORIES
Inventories are stated at the lower of cost or market, with cost determined
using the first-in, first-out method.

(21)
<PAGE> 12
EQUIPMENT AND IMPROVEMENTS
Equipment and improvements are stated at cost. Depreciation is computed using
the straight-line method over the following estimated useful lives:

Computer and office equipment 3 years
Furniture and fixtures 5 years
Leasehold improvements Shorter of lease term or
estimated useful life

Deferred revenue
Deferred revenue represents amounts received from customers under maintenance
agreements or for product sales in advance of revenue recognition.

Research and development costs
Research and development costs are charged to expense as incurred. To date,
costs of internally developed software eligible for capitalization have been
immaterial and have been expensed as incurred.

Net income (loss) per share
The Company reports earnings per share in accordance with the Statement of
Financial Accounting Standards No. 128 "Earnings per Share." Diluted earnings
per share include the effect of dilutive stock options.

Shares used in computing basic and diluted net income (loss) per share are as
follows:

<TABLE>
<CAPTION>
1999 1998 1997
<S> <C> <C> <C>
Basic 13,450,000 13,236,000 12,867,000
Diluted 13,730,000 13,578,000 12,867,000
</TABLE>

The effect of dilutive stock options on the total shares used to compute diluted
net income per share was 280,000 in 1999 and 342,000 in 1998.

ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED ASSETS
In accordance with Statement of Financial Accounting Standards No. 121,
"Accounting for Impairment of Long-Lived Assets," the Company will record
impairment losses on long-lived assets used in operations when indicators of
impairment are present. On an ongoing basis, management reviews the value and
period of amortization or depreciation of long-lived assets. During this review,
the Company reevaluates the significant assumptions used in determining the
original cost of long-lived assets. Although the assumptions may vary from
transaction to transaction, they generally include revenue growth, operating
results, cash flows, and other indicators of value. Management then determines
whether there has been a permanent impairment of the value of long-lived assets
based upon events or circumstances, which have occurred since acquisition.

ACCOUNTING FOR STOCK-BASED COMPENSATION
The Company has elected to account for its stock-based compensation plans
following Accounting Principles Board Opinion No. 25 "Accounting for Stock
Issued to Employees" (APB 25) and related interpretations rather than the
alternative fair value accounting provided under Statement of Financial
Accounting Standards No. 123 "Accounting for Stock-Based Compensation" (SFAS
123). Accordingly, no compensation expense has been recognized by the Company
for its stock option plans and its stock purchase plan.

ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, which establishes
standards for the recognition, measurement, and reporting of derivatives and
hedging activities and is effective, as amended, for all quarters in fiscal
years beginning after December 31, 2000. The Company anticipates that the
adoption of this new accounting standard will not have a material impact on the
Company's consolidated financial statements.

(22)
<PAGE> 13
3 BUSINESS COMBINATION

On April 28, 1997, the Company purchased the network access card ("NAC")
business unit of Promptus Communications, Inc. ("Promptus"). The assets acquired
included all tangible and intangible assets of Promptus' NAC business unit,
including fixed assets, inventories, trade receivables, products, and
technology. Liabilities assumed included all third-party trade liabilities and
other accrued obligations pertaining to the acquired NAC assets. The total
purchase price of approximately $18.8 million included $14.5 million of cash
consideration and 223,881 shares of the Company's common stock. The acquisition
was accounted for under the purchase method of accounting. The purchase price
was allocated to the tangible and intangible assets acquired based upon their
estimated fair market values. The intangible assets acquired were valued using
risk-adjusted cash flow models under which estimated future cash flows were
discounted taking into account risks related to existing and future target
markets and to the completion of the products expected to be ultimately marketed
by the Company, and assessments of the life expectancy of the underlying
technology. The analysis resulted in an allocation of $2.0 million to purchased
software, which had reached technological feasibility, principally represented
by the technology comprising the NAC products being sold by Promptus at the
acquisition date. This amount was capitalized and amortized over a five-year
period. In addition, $14.0 million was allocated to purchased research and
development, which had not reached technological feasibility and had no
alternative future use. This amount was charged to operations at the acquisition
date.

Operating results of the NAC business unit have been included in the financial
statements from the acquisition date. The following pro-forma information
presents the results of operations for the year ended December 31, 1997, as if
the NAC business unit of Promptus had been acquired as of January 1, 1997,
including the charge to operations of $14.0 million related to purchased
in-process research and development resulting from the acquisition, as if
expensed on the date acquired. The NAC business unit was fully incorporated in
the Company's 1997 operating results.

<TABLE>
<CAPTION>
(In thousands, except for share-related data)
<S> <C>
Total revenues $ 57,122
Net loss (4,692)
Net loss per share
Basic (0.36)
Diluted (0.36)
</TABLE>

The unaudited pro-forma results do not purport to be indicative of the results
which actually would have been obtained had the acquisition been effected on the
dates indicated, or of results which may be achieved in the future.

4 INVENTORIES

Inventories consist of:

<TABLE>
<CAPTION>
Year ended December 31
(In thousands) 1999 1998
<S> <C> <C>
Raw materials and subassemblies $1,790 $3,188
Work in process 565 27
Finished goods 255 478
$2,610 $3,693
</TABLE>

(23)
<PAGE> 14
5 EQUIPMENT AND IMPROVEMENTS

Equipment and improvements consist of:

<TABLE>
<CAPTION>
Year ended December 31
(In thousands) 1999 1998
<S> <C> <C>
Computer and office equipment $18,475 $15,532
Furniture and fixtures 408 411
Leasehold improvements 926 921
19,809 16,864
Less accumulated depreciation 13,348 10,248
$ 6,461 $ 6,616
</TABLE>

6 ACCRUED EXPENSES

Accrued expenses consist of:

<TABLE>
<CAPTION>
Year ended December 31
(In thousands) 1999 1998
<S> <C> <C>
Employee compensation and benefits $2,042 $ 2,974
Professional fees 763 1,191
Warranties and other customer-related costs 1,907 4,093
Income taxes 1,448 2,299
Other 1,435 839
$7,595 $11,396
</TABLE>

7 INCOME TAXES

The provision for income taxes (benefit) for 1999, 1998, and 1997 is as follows:

<TABLE>
<CAPTION>
Year ended December 31
(In thousands) 1999 1998 1997
<S> <C> <C> <C>
Current:
Federal $619 $1,029 $ 1,104
State 43 112 403
Foreign 217 134 123
879 1,275 1,630
Deferred:
Federal (382) (298) (4,095)
State (54) (42) (585)
Foreign (44)

(480) (340) (4,680)
$399 $ 935 $(3,050)
</TABLE>

(24)
<PAGE> 15
Cash payments for income taxes totaled approximately $1,700,000 in 1999,
$254,000 in 1998, and $1,254,000 in 1997.

The effective tax rate differs from the statutory federal income tax rate due to
the following:

<TABLE>
<CAPTION>
Year ended December 31
1999 1998 1997
<S> <C> <C> <C>
Statutory income tax rate 34.0% 34.0% (34.0)%
State income taxes, net of federal benefit 2.4 6.0 (1.5)
Research and development tax credits 17.1) (3.4) (2.0)
Meals and entertainment expense 3.9 1.6 0.5
Tax-exempt interest income (4.2) (8.8) (4.6)
Foreign 2.2 1.8 1.6
Other 4.8 2.8 0.8

Effective tax rate 26.0% 34.0% (39.2)%
</TABLE>

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.

Income taxes for 1997 include tax benefits related to the charge to operations
of $14.0 million for purchased research and development resulting from the
acquisition of the NAC business unit.

The following is a summary of the significant components of the Company's
deferred tax assets and liabilities:

<TABLE>
<CAPTION>
Year ended December 31
(In thousands) 1999 1998
<S> <C> <C>
Deferred tax asset:
Purchased research and development $4,589 $4,481
Research and development credits 625
Accruals and allowances not currently
deductible for tax purposes 2,038 2,606
Depreciation and other 528 213
Total deferred tax assets $7,780 $7,300
</TABLE>

At December 31, 1999, the Company had available federal research and development
tax credit carryforwards of approximately $625,000 which expire in 2020.

8 NON-RECURRING CHARGES AND CREDIT

In July 1999, the Court of Appeals for the Federal Circuit upheld a Federal
District court's previous ruling in Datapoint's patent infringement case with
PictureTel Corporation, that products sold by PictureTel, including those
manufactured by the Company, do not infringe on any of the Datapoint patents in
the videoconferencing field and that the patent claims asserted against
PictureTel are invalid. In the opinion of management, this decision makes remote
the possibility that the Company would incur any costs associated with these
patent claims. As a result, the Company reversed into cost of product revenue an
accrual of $1,075,000, which had been established in prior periods, for
estimated potential liability associated with this litigation.

In the quarter ended September 30, 1999, the Company experienced a significant
decline in revenue associated with technology purchased as part of the 1997
acquisition of the network access card ("NAC") business unit from Promptus
Communications. Concurrently, the Company introduced products using new network
access technology to replace the products manufactured utilizing the technology
acquired from Promptus Communications. The Company currently estimates the
contribution of the acquired NAC technology to the future operating results of
the Company will be insignificant. As a result, during the quarter ended
September 30, 1999, the Company wrote off, as part of cost of product revenue,
approximately $1,034,000 of related unamortized purchased technology.

(25)
<PAGE> 16
In March 1998, the Company adopted a plan to restructure certain of its
operations to increasingly focus and streamline its product offerings. As a
result of these actions, the Company recorded charges of approximately
$1,300,000 in the quarter ended March 31, 1998. These one-time charges included
$657,000 reported as non-recurring restructuring expenses primarily covering
estimated severance costs, $450,000 reported as a part of cost of sales for
various write-downs of excess and obsolete inventory, and $193,000 for certain
facilities costs reported as research and development expenses. Approximately
$650,000 of the $1.3 million charge required a cash outlay.

9 COMMITMENTS AND CONTINGENCIES

The Company rents its primary facility under an operating lease, which expires
in February 2001. The Company also leases sales offices under leases that expire
on various dates through February 2001. Future minimum lease payments at
December 31, 1999 under these non-cancelable operating leases are approximately
$665,000 in 2000, and $89,000 in 2001.

Rent expense was approximately $916,000, $997,000, and $895,000 in 1999, 1998,
and 1997, respectively.

On November 20, 1988, the Company commenced an action for patent infringement
against Accord Networks, Inc. f/k/a Accord Video Telecommunications, Inc.
("Accord") in the United States District Court for the District of
Massachusetts. The complaint alleged that Accord was infringing and has
infringed and contributed to and induced infringement one of the Company's
patents, including by making, using, selling and offering to sell Accord's "MGC"
products. The Company has filed subsequent amendments to the complaint, alleging
that Accord has infringed on three other patents of the Company and that
Accord's affiliate in Israel, Accord Networks, Ltd. f/k/a Accord
Telecommunications, Ltd. also infringed on all four of these patents. The
underlying technology for these patents enables several fundamental
videoconferencing capabilities. The Company is seeking damages and injunctive
relief.

Accord has counterclaimed for declaratory judgment that the patents are invalid
and unenforceable and that the Company has violated the Lanham Act, interfered
with Accord's contractual and prospective business advantage and defamed and
disparaged Accord and its products. In its counterclaim, Accord is seeking
unspecified damages, costs, and injunctive relief. The Company intends to
vigorously defend against Accord's counterclaim.

10 STOCKHOLDERS' EQUITY

The Company has 40,000,000 authorized shares of common and 2,000,000 shares of
undesignated preferred stock, $.01 par value per share. Each series of Preferred
Stock shall have such rights, preferences, privileges, and restrictions,
including voting rights, dividend rights, conversion rights, redemption
privileges, and liquidation preferences as determined by the Board of Directors.

11 BENEFIT PLANS

STOCK INCENTIVE PLAN
The Company's Amended and Restated 1991 Stock Incentive Plan (the "1991 Plan")
provides for the sale or award of common stock, or the grant of incentive stock
options or nonqualified stock options for the purchase of common stock, of up to
5,425,553 shares to officers, employees, and consultants. The Plan is
administered by the Board of Directors. Options have been granted at a price not
less than the fair market value on the date of grant. The options generally
become exercisable over a four-to five-year period and expire over a period not
exceeding ten years. Shares issuable will increase as of January 1, 2000, and
will increase each January 1 thereafter during the term of the plan, by an
additional number of shares of common stock equal to five percent of the total
number of shares of common stock issued and outstanding as of December 31 of the
preceding year.

NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
The Company's Amended and Restated 1994 Non-Employee Director Stock Option Plan
(the "Director Plan") provides that each non-employee director of the Company be
granted an option to acquire 15,000 shares of common stock on the date that
person becomes a director and annually be granted, beginning with the January 1
falling at least twelve months after a Director's initial grant, an option to
purchase an additional 3,000 shares. Options are granted at a price equal to the
fair market value on the date of grant. Options become exercisable over a
four-year period and expire ten years from the date of grant. The Company has
reserved 200,000 shares of common stock for issuance under the Director Plan.

(26)
<PAGE> 17
A summary of option activity under the 1991 Plan and the Director Plan is as
follows:

<TABLE>
<CAPTION>
Weighted
Average
Exercise
Shares Price
<S> <C> <C>
Outstanding at December 31, 1996 1,475,539 $17.35
Granted 1,343,000 13.14
Terminated (411,102) 17.80
Exercised (217,798) 3.29

Outstanding at December 31, 1997 2,189,639 16.08
Granted 965,500 9.10
Terminated (815,090) 19.63
Exercised (163,192) 7.33

Outstanding at December 31, 1998 2,176,857 12.31
Granted 1,472,875 8.45
Terminated (1,192,938) 11.61
Exercised (112,403) 6.60

Outstanding at December 31, 1999 2,344,391 10.52

Exercisable at December 31, 1997 377,840

Exercisable at December 31, 1998 519,847

Exercisable at December 31, 1999 656,163
</TABLE>

Related information for options outstanding and exercisable as of December 31,
1999 under these benefit plans is as follows:

<TABLE>
<CAPTION>
Weighted
Average Weighted
Remaining Average
Outstanding options Contractual Life Exercise
Range of exercise
<S> <C> <C> <C>
$ 2.00 - $ 7.94 1,146,416 8.9 $ 7.34
$ 8.00 - $10.00 379,405 8.0 $ 9.22
$10.06 - $19.25 718,290 5.1 $12.98
$23.25 - $43.25 100,280 3.2 $34.19
2,344,391 7.3 $10.52

<CAPTION>
Weighted
Average
Exercisable options Exercise
Range of exercise prices Shares Price

$ 2.00 - $ 7.94 266,931 $ 6.94
$ 8.00 - $10.00 58,648 $ 9.22
$10.06 - $19.25 263,501 $13.02
$23.25 - $43.25 67,083 $33.87
656,163 $12.34
</TABLE>

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<PAGE> 18
EMPLOYEE STOCK PURCHASE PLAN
The Company has an Employee Stock Purchase Plan (the "Stock Purchase Plan")
under which eligible employees may purchase common stock at a price per share
equal to 85% of the lower of the fair market value of the common stock at the
beginning or end of each offering period. Participation in the offering is
limited to 10% of an employee's compensation (not to exceed amounts allowed
under Section 423 of the Internal Revenue Code), may be terminated at any time
by the employee, and automatically ends on termination of employment with the
Company. A total of 600,000 shares of common stock have been reserved for
issuance under this plan. Offering periods commence on February 1 and August 1
of each year.

PRO-FORMA INFORMATION FOR STOCK-BASED COMPENSATION
Pro-forma information regarding net income and earnings per share, as if the
Company had used the fair value method of SFAS 123 to account for stock options
issued under its 1991 Plan and Director Plan, and shares purchased under the
Stock Purchase Plan, is presented below. The fair value of stock activity under
these plans was estimated at the date of grant using a Black-Scholes option
pricing model with the following assumptions as of the date of grant: risk-free
interest rates equal to the then-available rate for zero-coupon U.S. government
issues with a remaining term equal to the expected life of the options; no
dividend yields; an average volatility factor of the expected market price of
the Company's common stock over the expected life of the option of .86 in 1999,
.85 in 1998 and .68 in 1997; and a weighted-average expected life of the option
of 5.4 years in 1999 and 5.3 years in 1998 and 1997.

For purposes of pro-forma disclosures, the estimated weighted average fair value
of options granted during the year of $7.22, $6.47, and $8.39 in 1999, 1998 and
1997, respectively, is amortized to expense over the related vesting period.
Pro-forma information is as follows:

<TABLE>
<CAPTION>
(In thousands except for net loss per-share information) 1999 1998 1997
<S> <C> <C> <C>
Pro-forma net loss $(2,813) $(2,375) $(8,137)
Pro-forma net loss per share
Basic $ (0.21) $ (0.18) $ (0.63)
Diluted $ (0.21) $ (0.18) $ (0.63)
</TABLE>

SAVINGS PLAN
The Company sponsors a savings plan for its employees, which has been qualified
under Section 401(k) of the Internal Revenue Code. Eligible employees are
permitted to contribute to the 401(k) plan through payroll deductions within
statutory and plan limits. Contributions from the Company are made at the
discretion of the Board of Directors and approximated $293,000 in 1999, $227,000
in 1998, and $205,000 in 1997.

(28)
<PAGE> 19
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>
QUARTER ENDED

(In thousands except per share amounts) March 31 June 30 Sept 30 Dec 31
<S> <C> <C> <C> <C>
1998
Revenue $11,753 $13,007 $14,717 $16,462
Gross profit 6,749 8,123 9,240 10,298
Operating income (loss) (1,763) 310 878 1,326
Net income (loss) (1,298) 518 1,042 1,552
Net income (loss) per share - basic (0.10) 0.04 0.08 0.12
Net income (loss) per share - diluted (0.10) 0.04 0.08 0.11
Common stock price - high $ 16.00 $ 12.63 $ 14.00 $ 18.50
Common stock price - low $ 12.48 $ 7.75 $ 6.75 $ 6.75

1999
Revenue $16,562 $16,832 $12,036 $12,680
Gross profit 10,416 10,558 7,326 7,877
Operating income (loss) 1,475 1,577 (2,127) (1,683)
Net income (loss) 1,332 1,371 (993) (574)
Net income (loss) per share - basic 0.10 0.10 (0.07) (0.04)
Net income (loss) per share - diluted 0.10 0.10 (0.07) (0.04)
Common stock price - high $ 20.44 $ 14.50 $ 11.38 $ 8.75
Common stock price - low $ 7.44 $ 6.75 $ 7.25 $ 4.63
</TABLE>

(29)
<PAGE> 20
REPORT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS AND STOCKHOLDERS
EZENIA! INC.

We have audited the accompanying consolidated balance sheets of Ezenia! Inc. and
subsidiaries (the Company) as of December 31, 1999 and 1998, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Ezenia!
Inc. and subsidiaries at December 31, 1999 and 1998, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States.

/s/ Ernst + Young LLP

Boston, Massachusetts
February 3, 2000

(30)

<PAGE> 1

Exhibit 21.1

The following is a list of the Company's current subsidiaries, all of which are
wholly-owned:

- --------------------------------------------------------------------------------
Subsidiary Name Organized Under The Laws Of
- --------------------------------------------------------------------------------
Ezenia International, Inc. Massachusetts
- --------------------------------------------------------------------------------
Ezenia Foreign Sales Corporation Barbados
- --------------------------------------------------------------------------------
Ezenia Securities Corporation Massachusetts
- --------------------------------------------------------------------------------

The following is a subsidiary of Ezenia International, Inc. which is
wholly-owned:

<PAGE> 1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Ezenia! Inc. of our report dated February 3, 2000, included in the 1999
Annual Report to Shareholders of Ezenia! Inc.

Our audits also included the financial statement schedule of Ezenia! Inc. listed
in Item 14(a). This schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion based on our audits. In our opinion,
the financial statement schedule referred to above, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.

We also consent to the incorporation by reference in the Registration Statements
(Forms S-3 No. 333-28209 and S-8 No. 333-85245) of Ezenia! Inc. and in the
related Prospectuses of our report dated February 3, 2000, with respect to the
consolidated financial statements incorporated herein by reference, and our
report included in the preceding paragraph with respect to the financial
statement schedule included in this Annual Report (Form 10-K) of Ezenia! Inc.

/s/ ERNST & YOUNG LLP

Boston, Massachusetts
March 24, 2000

<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 35,095
<SECURITIES> 17,985
<RECEIVABLES> 8,318
<ALLOWANCES> (1,518)
<INVENTORY> 2,610
<CURRENT-ASSETS> 67,406
<PP&E> 6,461
<DEPRECIATION> 0
<TOTAL-ASSETS> 79,738
<CURRENT-LIABILITIES> 12,948
<BONDS> 0
0
0
<COMMON> 136
<OTHER-SE> 66,654
<TOTAL-LIABILITY-AND-EQUITY> 79,738
<SALES> 58,109
<TOTAL-REVENUES> 58,109
<CGS> 21,935
<TOTAL-COSTS> 21,935
<OTHER-EXPENSES> 36,934
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,533
<INCOME-TAX> 399
<INCOME-CONTINUING> 1,134
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,134
<EPS-BASIC> .08
<EPS-DILUTED> .08

</TABLE>