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EXHIBIT 99
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FORWARD-LOOKING INFORMATION
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. SpeechWorks International, Inc.'s (the
"Company") Form 10-K, Annual Report to Stockholders, any Form 10-Q or Form 8-K
of the Company, or any other oral or written statements made by or on behalf of
the Company, may include forward-looking statements which reflect the Company's
current views with respect to future events and financial performance. These
forward-looking statements are identified by their use of such terms and phrases
as "intends," "intend," "intended," "goal," "estimate," "estimates," "expects,"
"expect," "expected," "project," "projects," "projected," "projections,"
"plans," "anticipates," "anticipated," "should," "designed to," "foreseeable
future," "believe," "believes," and "scheduled" and similar expressions. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date the statement was made.
The Company undertakes no obligation to publicly update or revise any forward-
looking statements, whether as a result of new information, future events or
otherwise. The actual results of the Company may differ significantly from the
results discussed in forward-looking statements. Factors that might cause such a
difference include but are not limited to: (a) the general political, economic
and competitive conditions in the United States and abroad; (b) changes in
capital availability or costs, such as changes in interest rates; (c) market
perceptions of the industry in which the Company operates, or security ratings;
(d) government regulation; (e) authoritative generally accepted accounting
principles or policy changes from such standard-setting bodies as the Financial
Accounting Standards Board and the Securities and Exchange Commission, and the
factors set forth below.
WE HAVE A HISTORY OF LOSSES AND WE EXPECT TO CONTINUE TO INCUR NET LOSSES FOR
THE FORSEEABLE FUTURE THAT MAY DEPRESS OUR STOCK PRICE.
We have accumulated losses of $49.4 million since our inception in May 1994
through June 30, 2000, and we expect to incur net losses for the foreseeable
future. Net losses were $5.8 million for the year ended December 31, 1998, $15.5
million for the year ended December 31, 1999, and $7.3 million and $13.4 million
for the three and six-month periods ended June 30, 2000, respectively. We
anticipate continuing to incur significant sales and marketing, research and
development and general and administrative expenses and, as a result, we will
need to generate higher revenues to achieve and sustain profitability. We cannot
be certain we will realize sufficient revenues to achieve profitability.
Moreover, if we were to achieve profitability, we may not be able to sustain or
increase our profitability on a quarterly or annual basis. Any additional
financing that we may require in the future may not be available at all or, if
available, may be on terms unfavorable to us. Failure to achieve or maintain
profitability may depress the market price of our common stock.
WE EXPECT OUR QUARTERLY REVENUES AND OPERATING RESULTS TO FLUCTUATE. IF OUR
QUARTERLY OPERATING RESULTS FAIL TO MEET THE EXPECTATIONS OF FINANCIAL ANALYSTS
AND INVESTORS, THE TRADING PRICE OF OUR COMMON STOCK MAY DECLINE.
Our revenues and operating results are likely to vary significantly from
quarter to quarter. A number of factors are likely to cause these variations,
including:
. the timing of sales of our products and services, particularly in light of
our dependence on a relatively small number of large orders,
. the timing of product implementations, particularly large client design
projects,
. unexpected delays in introducing new products and services,
. increased expenses, whether related to sales and marketing, product
development or administration,
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. deferral of recognition of our revenue in accordance with applicable
accounting principles due to the time required to complete projects,
. the mix of product license and services revenue,
. the mix of domestic and international sales, and
. costs related to possible acquisitions of technology or businesses.
For example, in 1999 our quarterly revenues and operating results were
affected by delays in several large orders and services projects and the timing
of orders for resold hardware and facilities management services, which are
provided only on an as-requested basis, and accordingly are relatively difficult
to predict.
Because of the volatility of our quarterly results and the difficulty in
predicting our future performance, our operating results may fall below the
expectations of analysts or investors and, as a result, the price of our common
stock may decline.
SPEECH-ACTIVATED SYSTEMS ARE RELATIVELY NEW PRODUCTS, AND OUR SUCCESS WILL
DEPEND ON OUR ABILITY TO EDUCATE PROSPECTIVE CLIENTS ON THE COMMERCIAL VIABILITY
OF THE PRODUCTS. IF SPEECH-ACTIVATED SYSTEMS ARE NOT ACCEPTED BY OUR POTENTIAL
CLIENTS AND THEIR CUSTOMERS, OUR BUSINESS WILL BE HARMED.
Our business would be harmed if use of speech-activated e-business solutions
does not continue to develop, or develops more slowly than we expect. Our market
is relatively new and rapidly evolving. Our future success depends on the
acceptance by current and future clients and their customers of speech-
activated services as an integral part of their businesses. The size of our
market will depend in part on consumer acceptance of automated speech systems
and the actual and perceived quality of these systems. The adoption of speech-
activated services could be hindered by the perceived costs of this new
technology, as well as the reluctance of enterprises that have invested
substantial resources in existing call centers, touch-tone-based systems or
internet-based e-business infrastructures to replace or enhance their current
systems with this new technology. Accordingly, in order to achieve commercial
acceptance, we will have to educate prospective clients, including large,
established telecommunications companies, about the uses and benefits of speech-
activated services in general and our products in particular. If these efforts
fail, or if speech-activated software platforms do not achieve broad commercial
acceptance, our business could be significantly harmed and our revenues could
decline. In addition, the continued development of new and evolving wireless
technologies using a visual web browser interface could adversely affect the
demand for speech-activated services.
WE CURRENTLY RELY ON A LIMITED NUMBER OF LARGE ORDERS FOR SUBSTANTIALLY ALL OF
OUR REVENUES. AS A RESULT, OUR INABILITY TO SECURE ADDITIONAL SIGNIFICANT
CLIENTS DURING A GIVEN PERIOD OR THE LOSS OF ONE MAJOR CLIENT COULD CAUSE OUR
QUARTERLY RESULTS OF OPERATION TO SUFFER. OUR STOCK PRICE MAY ALSO BE ADVERSELY
AFFECTED BY UNEXPECTED QUARTERLY REVENUE DECLINES CAUSED BY DELAYS IN REVENUE
RECOGNITION.
Due to the nature of our business, in any quarter we are dependent upon a
limited number of orders that are relatively large in relation to our overall
revenues. Our speech-activated products and services require significant
expenditures by our clients and typically involve lengthy sales cycles. We may
spend significant time and incur substantial expenses educating and providing
information to prospective clients. Any failure to complete a sale to a
prospective client during a quarter could result in revenues and operating
results for the quarter that are lower than expected.
In addition, as a result of the significant time required to deliver or
perform a client order, we may be unable to recognize revenue related to a
client order until well after we receive the order. Our dependence on large
client orders and the delay in recognizing revenue relating to these orders make
it difficult to forecast quarterly operating results. This could cause our stock
price to be volatile or to decline.
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IF WE FAIL TO DEVELOP NEW PRODUCTS AND SERVICES IN THE FACE OF OUR INDUSTRY'S
RAPIDLY EVOLVING TECHNOLOGY, OUR FUTURE OPERATING RESULTS MAY BE ADVERSELY
AFFECTED.
Our growth and future operating results will depend, in part, on our ability
to keep pace with:
. rapidly changing speech recognition technology,
. evolving industry standards and practices,
. frequent new speech-activated service and product introductions and
enhancements, and
. changing client requirements and preferences for their automated speech
systems.
Any delay or failure on our part in responding quickly, cost-effectively and
sufficiently to these developments could render our existing speech- activated
products and services obsolete and have an adverse effect on our competitive
position. We may have to incur substantial expenditures to modify or adapt our
speech-activated products and services to respond to technological changes. We
must stay abreast of cutting-edge technological developments and evolving
service offerings to remain competitive and increase the utility of our speech-
activated services. We must be able to incorporate new technologies into the
speech-activated e-business solutions we design and develop to address the
increasingly complex and varied needs of our client base. If we are unable, for
technological or other reasons, to develop and introduce new and enhanced
products and to respond to changing client requirements and preferences in a
timely manner, we may lose existing customers and fail to attract new customers,
which could result in a significant decline in our revenues.
OUR APPLICATION SOFTWARE MAY CONTAIN DEFECTS, WHICH COULD RESULT IN DELAYED OR
LOST REVENUE, EXPENSIVE CORRECTIONS, LIABILITY TO OUR CLIENTS AND CLAIMS AGAINST
US.
We design, develop and implement complex speech-activated e-business solutions
that are crucial to the operation of our clients' businesses. Defects in the
solutions we develop could result in delayed or lost revenue, adverse client
reaction and negative publicity about us or our products and services or require
expensive corrections. Also, due to the developing nature of speech recognition
technology, speech-recognition products are not currently and may never be
accurate in every instance. In addition, third party technology that is included
in our products could contain errors or defects. Clients who are not satisfied
with our products or services could bring claims against us for substantial
damages, which, even if unsuccessful, would likely be time consuming and could
result in costly litigation and payment of damages. Such claims could have an
adverse effect on our financial results and competitive position.
OUR CURRENT AND POTENTIAL COMPETITORS IN THE SPEECH-ACTIVATED E-BUSINESS
SOLUTIONS MARKET, SOME OF WHOM HAVE GREATER RESOURCES AND EXPERIENCE THAN WE DO,
MAY OFFER PRODUCTS AND SERVICES THAT MAY CAUSE DEMAND FOR, AND THE PRICES OF,
OUR PRODUCTS TO DECLINE.
A number of companies have developed, or are expected to develop, products and
services that compete with our speech-activated e-business solutions.
Competitors in the speech-activated e-business solutions market include IBM,
Lernout and Hauspie Speech Products, Locus Dialogue, Lucent Technologies, Nuance
Communications, Philips Electronics and Phonetic Systems. We expect additional
competition from other companies such as Microsoft, which recently acquired a
voice interface technology company. Furthermore, we expect consolidation in our
industry, and other companies may enter our markets by acquiring or entering
into strategic relationships with our competitors. Current and potential
competitors have established, or may establish, cooperative relationships among
themselves or with third parties to increase the abilities of their advanced
speech and language technology products to address the needs of our prospective
customers.
Many of our current and potential competitors have longer operating histories,
significantly greater financial, technical, product development and marketing
resources, greater name recognition or larger client bases than we do. Our
present or future competitors may be able to develop speech-activated
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products and services comparable or superior to those we offer, adapt more
quickly than we do to new technologies, evolving industry trends and standards
or client requirements, or devote greater resources to the development,
promotion and sale of their products and services than we do. Accordingly, we
may not be able to compete effectively in our markets, competition may intensify
and future competition may cause demand for and the prices of our products to
decline, which could adversely affect our sales and profitability.
IF THE STANDARDS WE HAVE SELECTED TO SUPPORT ARE NOT ADOPTED AS THE STANDARDS
FOR SPEECH-ACTIVATED SOFTWARE, BUSINESSES MIGHT NOT USE OUR SPEECH-ACTIVATED
SOFTWARE PLATFORM FOR DELIVERY OF APPLICATIONS AND SERVICES, AND OUR REVENUE
GROWTH COULD BE NEGATIVELY AFFECTED.
The market for speech-activated services software is new and emerging and
industry software standards have not yet been established. We may not be
competitive unless our products support changing industry software standards.
The emergence of industry standards other than those we have selected to
support, whether through adoption by official standards committees or widespread
usage, could require costly and time consuming redesign of our products. If
these standards become widespread and our products do not support them, our
clients and potential clients may not purchase our products, and our revenue
growth could be adversely affected. Multiple standards in the marketplace could
also make it difficult for us to design our products to support all applicable
standards, which could also result in decreased sales of our products.
WE HAVE AND INTEND TO CONTINUE EXPANDING OUR INTERNATIONAL OPERATIONS. BECAUSE
OF THE RISKS INVOLVED WITH OPERATING A BUSINESS IN FOREIGN COUNTRIES, WE MAY NOT
BE SUCCESSFUL AND OUR BUSINESS COULD BE HARMED.
Our international sales represented 2.6% of our revenue in 1999 and 16.9% in
the second quarter of 2000. We have recently expanded our direct and indirect
international sales force with the expectation of increasing international
revenues. We have limited experience in international operations and
international product and service sales, and there can be no assurance we will
be successful in growing our international business. We are subject to a variety
of risks associated with conducting business internationally, any of which could
harm our business. These risks include:
. difficulties and costs of staffing and managing foreign operations,
. difficulties in establishing and maintaining an effective international
reseller network,
. the burden of complying with a wide variety of foreign laws, particularly
with respect to intellectual property and license requirements,
. political and economic instability outside the United States,
. import or export licensing and product certification requirements,
. tariffs, duties, price controls or other restrictions on foreign currencies
or trade barriers imposed by foreign countries,
. potential adverse tax consequences, including higher marginal rates,
. unfavorable fluctuations in currency exchange rates, and
. limited ability to enforce agreements, intellectual property rights and
other rights in some foreign countries.
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IN ORDER TO INCREASE OUR INTERNATIONAL SALES, WE MUST DEVELOP LOCALIZED VERSIONS
OF OUR PRODUCTS. IF WE ARE UNABLE TO DO SO, WE MAY BE UNABLE TO GROW OUR REVENUE
AND EXECUTE OUR BUSINESS STRATEGY.
In order to expand our international sales, we intend to invest significant
resources to create and refine different speech recognition models for each
particular language or dialect. These speech recognition models are required to
create versions of our products that understand the local language or dialect.
If we fail to develop localized versions of our products, our ability to address
international market opportunities and to grow our business will be limited. In
addition, we are required to invest resources to develop these versions of our
products in advance of the receipt of revenues. We may be unable to recognize
revenues sufficient to render these products profitable.
GROWTH IN OUR OPERATION MAY STRAIN OUR RESOURCES, MANAGEMENT INFORMATION SYSTEMS
AND CONTROLS, WHICH MAY REDUCE OUR CHANCES OF ACHIEVING PROFITABILITY.
We have recently experienced significant growth. From December 31, 1998 to
June 30, 2000, our number of employees increased from 86 to 250. We intend to
continue to expand our business operations significantly in the future. We will
need to expand our management, operational, financial and human resources, as
well as management information systems and controls, to support our anticipated
future growth. If we are successful, this growth will place a strain on the
ability of our management team to execute our business plan. In addition, we
will be required to make significant investments in personnel, management
systems and resources. The expansion of these systems will place a significant
burden on our management team and our information technology staff, and these
systems may not be effective once implemented. Our status as a public company
will also place significant additional administrative burdens on our management
team. If we do not manage this growth, our business will suffer.
WE RELY ON OUR INTELLECTUAL PROPERTY RIGHTS, AND IF WE ARE UNABLE TO PROTECT
THESE RIGHTS, WE MAY FACE INCREASED COMPETITION. PROTECTION OF OUR INTELLECTUAL
PROPERTY RIGHTS IS UNCERTAIN AND MAY BE COSTLY.
Intellectual property rights are important in our industry. We rely on a
combination of patent, copyright, trademark and trade secret laws, as well as
confidentiality, assignment of rights to inventions, and/or license agreements
with our employees, consultants and corporate or strategic partners to protect
our intellectual property rights. These legal protections afford only limited
protection and may be time-consuming and expensive to obtain and maintain.
Further, despite our efforts, we may be unable to prevent third parties from
unauthorized use of our intellectual property. Monitoring unauthorized use of
our intellectual property is difficult, and we cannot be certain that the steps
we have taken will be effective to prevent unauthorized use.
Litigation may be necessary to enforce our intellectual property rights and
trade secrets. These lawsuits, regardless of their success, would likely be time
consuming and expensive to resolve and would divert management's time and
attention away from our business.
WE MAY EXPEND SIGNIFICANT RESOURCES TO DEFEND AGAINST CLAIMS OF INFRINGEMENT BY
THIRD PARTIES, AND IF WE ARE NOT SUCCESSFUL WE MAY LOSE SIGNIFICANT RIGHTS OR BE
REQUIRED TO ENTER INTO DISADVANTAGEOUS LICENSE OR ROYALTY ARRANGEMENTS.
Currently, in the software industry there are frequent assertions of patent
infringement by owners of patents, and assertions of other violations of
intellectual property rights such as trademarks, copyrights, and trade secrets.
In addition, there are a large number of patents in the speech recognition area.
Although we do not believe that we are infringing on any patent rights, the
holders of patents may claim that we are doing so. If any claim was made against
us, our business could be harmed, particularly if we are unsuccessful in
defending such claim. If we are forced to defend any claim, whether it is with
or without merit or is determined in our favor, then we may face costly
litigation, diversion of technical and management personnel, delays in future
product releases or injunctions preventing us from selling our products and
services. We may also be required to enter into costly and burdensome royalty
and licensing agreements. Any royalty or licensing agreements, if required, may
not be available on terms acceptable to us, or at all.
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OUR PRODUCTS INCORPORATE TECHNOLOGY WE LICENSE FROM OTHERS. OUR INABILITY TO
MAINTAIN THESE LICENSES COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.
Some of the technology included in or operating in conjunction with our
products is licensed by us from others. Certain of these license agreements are
for limited terms. If for any reason these license agreements terminate, we may
be required to seek alternative vendors and may be unable to obtain similar
technology on favorable terms or at all. If we are unable to obtain alternative
license agreements, we could be required to modify some features of our
products, which could adversely affect sales of our products and services.
WE RELY ON RESELLERS AND ORIGINAL EQUIPMENT MANUFACTURERS FOR A PORTION OF OUR
SALES. THE LOSS OF ONE OR MORE SIGNIFICANT RESELLERS OR ORIGINAL EQUIPMENT
MANUFACTURERS COULD LIMIT OUR ABILITY TO SUSTAIN AND GROW OUR REVENUES.
In 1999, 14.8% of our sales were attributable to our resellers and original
equipment manufacturers, or OEMs, especially InterVoice-BRITE which accounted
for 10.9% of our sales in 1999. We intend to increase our sales through
resellers in the future. As a result, we are in part dependent upon the
continued success and viability of our resellers and OEMs, as well as their
continued interest in selling our products. The loss of a key reseller or OEM or
our failure to develop and sustain new reseller and OEM relationships could
limit our ability to sustain and grow our revenues.
Our contracts with our resellers and OEMs generally do not require them to
purchase our products. Our resellers and OEMs are independent companies over
which we have limited control. Our resellers and OEMs could cease to market our
products or devote significant resources to the sale of our products. Any
failure of our resellers or OEMs to successfully market and sell our products
could result in revenues that are lower than anticipated. In addition, our
resellers and OEMs possess confidential information concerning our products and
operations. Although we have nondisclosure agreements with our resellers and
OEMs, a reseller or OEM could use our confidential information in competition
with us, which could adversely affect our competitive position and revenues.
WE RELY UPON THE CONTINUED SERVICE AND PERFORMANCE OF A RELATIVELY SMALL NUMBER
OF SENIOR MANAGEMENT AND KEY TECHNICAL PERSONNEL. MOREOVER, COMPETITION FOR
QUALIFIED PERSONNEL IS INTENSE. WE MAY NOT BE ABLE TO RETAIN OR RECRUIT
NECESSARY PERSONNEL, WHICH COULD IMPACT THE MANAGEMENT AND DEVELOPMENT OF OUR
BUSINESS.
Our future success depends on our retention of a small number of senior
management and key technical personnel, such as Stuart R. Patterson, our
President and Chief Executive Officer, and Michael S. Phillips, our Chief
Technology Officer and co-founder. We do not have key person life insurance
policies covering any of our employees. The loss of services of any of our
executive officers or key personnel could have a negative effect on our ability
to grow.
We need to attract and retain managerial and highly-skilled technical
personnel for whom there is intense competition. If we are unable to attract and
retain managerial and qualified technical personnel, our results of operations
could suffer and we may never achieve profitability.
OUR BUSINESS WILL BE HARMED IF WE FAIL TO HIRE OR RETAIN QUALIFIED SALES
PERSONNEL, OR IF NEWLY HIRED SALESPEOPLE FAIL TO DEVELOP THE NECESSARY SALES
SKILLS OR DEVELOP THESE SKILLS MORE SLOWLY THAN WE ANTICIPATE.
Our financial success depends to a large degree on the ability of our direct
sales force to increase sales. Therefore, our ability to increase revenue in the
future depends considerably upon our success in recruiting, training and
retaining additional direct sales personnel and the success of the direct sales
force. Also, it may take a new salesperson a number of months before he or she
becomes a productive member of our direct sales force.
