<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________ to _________
Commission file number 0-28180
-------
SPECTRALINK CORPORATION
(Exact name of registrant as specified in charter)
Delaware 84-1141188
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification Number)
5755 Central Avenue, Boulder, Colorado 80301-2848
(Address of principal executive office) (Zip code)
303-440-5330
(Issuer's telephone number)
(Former name, former address and former
fiscal year, if changed from last report)
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, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years: N.A.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No N.A.
----- -----
Applicable only to corporate issuers:
As of September 30, 1997 there were outstanding 19,154,370 shares of
SpectraLink Corporation Common Stock - par value $.01.
Transitional Small Business Disclosure Format (check one): Yes No x
----- -----
<PAGE> 2
SPECTRALINK CORPORATION
INDEX
<TABLE>
<CAPTION>
Part I Financial Information Page
<S> <C>
Item 1 Financial Statements
Balance Sheets at
September 30, 1997 and December 31, 1996 3
Statements of Operations
Three months and nine months ended September 30, 1997 and 1996 4
Statements of Cash Flows
Nine months ended September 30, 1997 and 1996 5
Notes to Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
Cautionary Statement Pursuant to Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995 10
Part II Other Information
Item 6 Exhibits and Reports on Form 8-K 11
</TABLE>
<PAGE> 3
SPECTRALINK CORPORATION
BALANCE SHEETS
(IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
------------- ------------
1997 1996
------------- ------------
CURRENT ASSETS: (UNAUDITED)
<S> <C> <C>
Cash and cash equivalents $ 6,455 $ 7,334
Short-term investments 13,012 14,960
Trade accounts receivable, net of allowance of approximately $297 at
September 30, 1997 and $315 at December 31, 1996, respectively 7,041 4,393
Inventory 5,021 3,634
Other 565 452
------------- ------------
Total current assets 32,094 30,773
------------- ------------
INVESTMENT IN GOVERNMENT SECURITIES 6,006 8,016
PROPERTY AND EQUIPMENT, at cost:
Furniture and fixtures 1,209 731
Equipment 3,064 2,308
Leasehold improvements 567 255
------------- ------------
4,840 3,294
Less - Accumulated depreciation (2,358) (1,673)
------------- ------------
Net property and equipment 2,482 1,621
OTHER 88 54
============= ============
TOTAL ASSETS $ 40,670 $ 40,464
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 427 $ 358
Accrued payroll, commissions, and employee benefits 1,158 552
Accrued warranty expenses 549 314
Other accrued expenses 1,035 705
Current portion of long-term debt - 31
------------- ------------
Total current liabilities 3,169 1,960
------------- ------------
Total liabilities 3,169 1,960
------------- ------------
STOCKHOLDERS' EQUITY:
Common stock 194 191
Additional paid-in capital 48,548 48,300
Accumulated deficit (10,669) (9,987)
Treasury stock at cost (572) -
------------- ------------
TOTAL STOCKHOLDERS' EQUITY 37,501 38,504
------------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 40,670 $ 40,464
============= ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
3
<PAGE> 4
SPECTRALINK CORPORATION
STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ -----------------
SEPT 30, 1997 SEPT 30, 1996 SEPT 30, 1997 SEPT 30, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
NET SALES $ 7,002 $ 5,068 $ 20,242 $ 16,829
COST OF SALES 3,213 1,919 9,647 6,412
------------- ------------- ------------- -------------
Gross profit 3,789 3,149 10,595 10,417
OPERATING EXPENSES
Research and development 886 870 2,598 2,223
Marketing and selling 2,996 1,819 8,274 5,162
General and administrative 484 456 1,555 1,162
------------- ------------- ------------- -------------
Total operating expenses 4,366 3,145 12,427 8,547
------------- ------------- ------------- -------------
(LOSS) INCOME FROM OPERATIONS (577) 4 (1,832) 1,870
INVESTMENT INCOME AND OTHER, net 339 480 1,138 766
------------- ------------- ------------- -------------
(LOSS) INCOME BEFORE INCOME TAXES (239) 484 (694) 2,636
INCOME TAX EXPENSE (BENEFIT) 11 24 (12) 132
------------- ------------- ------------- -------------
NET (LOSS) INCOME $ (249) $ 460 $ (682) $ 2,504
============= ============= ============= =============
NET (LOSS) INCOME PER COMMON AND
COMMON EQUIVALENT SHARES $ (0 .01) $ 0.02 $ (0.03) $ 0.14
============= ============= ============= =============
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING 19,900 19,920 19,760 18,210
============= ============= ============= =============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
4
<PAGE> 5
SPECTRALINK CORPORATION
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED NINE MONTHS ENDED
SEPT 30, 1997 SEPT 30, 1996
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ ( 682) $ 2,504
Adjustments to reconcile net (loss) income to net cash (used in)
provided by operating activities:
Depreciation and amortization 737 462
Loss (gain) on sale/disposal of assets 14 (31)
Changes in assets and liabilities
Increase in accounts receivable, net ( 2,648) (630)
Increase in inventory (1,387) (1,111)
Increase in other assets (147) (291)
Increase (decrease) in accounts payable 69 (22)
Increase in other accrued liabilities 1,171 485
----------------- -----------------
Net cash (used in) provided by operating activities (2,873) 1,366
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (1,614) (1,054)
Proceeds from disposal of property and equipment 2 58
Purchases of investments (10,042) ( 22,332)
Maturity of investments 14,000 1,000
Purchases of treasury stock (572) -
----------------- -----------------
Net cash provided by (used in) investing activities 1,774 (22,328)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit and notes payable - 275
Repayments on line of credit and notes payable - (610)
Payments on capital lease obligations (31) (53)
Proceeds from exercise of incentive common stock options 27 63
Proceeds from sale of common stock 224 27,684
----------------- -----------------
Net cash provided by financing activities 220 27,359
----------------- -----------------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (879) 6,397
CASH AND CASH EQUIVALENTS, beginning of period 7,334 1,729
----------------- -----------------
CASH AND CASH EQUIVALENTS, end of period $ 6,455 $ 8,126
================= =================
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
5
<PAGE> 6
SPECTRALINK CORPORATION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
UNAUDITED
1. Basis of Presentation
The accompanying financial statements as of September 30, 1997 and 1996 and for
the quarters and nine months then ended have been prepared from the books and
records of the Company and are unaudited. In management's opinion, these
financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation. Interim results are
not necessarily indicative of results for a full year.
The financial statements should be read in conjunction with the audited
financial statements for the year ended December 31, 1996 presented in the
Company's filings with the Securities and Exchange Commission. The accounting
policies utilized in the preparation of the financial statements herein
presented are the same as set forth in the Company's annual financial
statements.
2. Inventories
Inventories include the cost of raw materials, direct labor and manufacturing
overhead, and are stated at the lower of cost (first-in, first-out) or market.
Inventories at September 30, 1997 and December 31, 1996 consisted of the
following:
<TABLE>
<CAPTION>
1997 1996
--------- ---------
Unaudited
---------
<S> <C> <C>
Raw materials $ 2,494 $ 1,674
Work in process 70 5
Finished goods 2,457 1,955
--------- ----------
$ 5,021 $ 3,634
========= ==========
</TABLE>
3. Net Income (Loss) per Common and Common Equivalent Share
Net income (loss) per common and common equivalent share has been computed
using the weighted average number of shares of common stock and common stock
equivalent shares from stock options and warrants outstanding (using the
treasury stock method). Pursuant to Securities and Exchange Commission Staff
Accounting Bulletin No. 83, common stock and common stock equivalent shares
issued by the Company at prices significantly below the assumed public offering
price during the twelve month period prior to the initial public offering date
of April 26, 1996 (using the treasury stock method) have been included in the
calculation as if they were outstanding for all periods prior to April 26,
1996.
The Company will be required to adopt the provisions of Statement of Financial
Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share" effective for
the year ending December 31, 1997. For all companies, SFAS 128 requires
presentation of a basic earnings per share and a diluted earnings per share
that are based upon calculations that may result in differences from previously
reported net income (loss) per common and common equivalent shares. The Company
has not quantified the impact of SFAS 128, but does not believe that diluted
earnings per share will substantially differ from previously reported results.
4. Stockholders' Equity
In April and May 1996, the Company issued 3,805,100 shares of common stock
pursuant to an initial public offering. Proceeds of $27,371,000 were received
by the Company, net of offering costs of approximately $939,000.
6
<PAGE> 7
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SPECTRALINK CORPORATION
OVERVIEW
SpectraLink commenced operations in April 1990 to design, manufacture and
sell unlicensed digital wireless telephone communication systems for
businesses. The Company sold its first commercial system in June of 1992.
SpectraLink's primary sales efforts are currently focused on retail stores,
hospitals, nursing homes, distribution centers, manufacturing facilities, and
corporate offices. SpectraLink sells its systems in the United States and
Canada through its direct sales force, telecommunications equipment
distributors, and specialty dealers.
Since inception, the Company has expended considerable effort and
resources developing its wireless telephone systems, building its direct and
indirect channels of distribution, and managing the effects of rapid growth.
This rapid growth has required it to significantly increase the scale of its
operations, including the hiring of additional personnel in all functional
areas, and has resulted in significantly higher operating expenses. The
Company anticipates that its operating expenses will continue to increase.
RESULTS OF OPERATIONS
The following table sets forth certain income and expense items as a percentage
of net sales for the periods indicated.
<TABLE>
<CAPTION>
Statement of Operations Data:
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
1997 1996 1997 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net Sales 100.0% 100.0% 100.0% 100.0%
Cost of Sales 45.9% 37.9% 47.7% 38.1%
Gross Profit 54.1% 62.1% 52.3% 61.9%
Operating Expenses:
Research and Development 12.7% 17.1% 12.8% 13.2%
Marketing and Selling 42.8% 35.9% 40.9% 30.7%
General and Administrative 6.9% 9.0% 7.7% 6.9%
Total Operating Expenses 62.4% 62.0% 61.4% 50.8%
(Loss) Income from Operations (8.2)% .1% (9.1)% 11.1%
Investment Income and Other, net 4.8% 9.5% 5.6% 4.6%
(Loss) Income Before Income Taxes (3.4)% 9.6% (3.4)% 15.7%
Income Tax Expense (Benefit) 0.2% .5% (0.1)% .8%
Net (Loss) Income (3.6)% 9.1% (3.4)% 14.9%
</TABLE>
7
<PAGE> 8
SPECTRALINK CORPORATION
QUARTERS AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Net Sales. The Company derives its revenue principally from the sale,
installation and service of wireless, on-premises telephone systems. Net sales
increased by 38% to $7,002,000 in the third quarter of 1997 from $5,068,000 in
the third quarter of 1996. Net sales for the nine months ended September 30,
1997 increased by 20% to $20,242,000 from $16,829,000 for the comparable nine
months in 1996. Sales increases for both periods were mainly due to increased
penetration of the retail store market, but additionally the sales in the
healthcare and manufacturing sectors of the market have also increased.
Gross Profit. The Company's cost of sales consists primarily of direct
material, direct labor, service expenses and manufacturing overhead. Gross
profit increased by 20% to $3,789,000 in the third quarter of 1997 from
$3,149,000 in the third quarter of 1996. For the nine months ended September
30, 1997 gross profit increased by 2% to $10,595,000 from $10,417,000 for the
same period last year. The Company's gross profit margin (gross profit as a
percentage of net sales) decreased to 54.1% in the third quarter of 1997 from
62.1% in the third quarter of 1996. For the nine months ended September 30,
1997 gross profit margin decreased to 52.3% from 61.9% in the same period last
year. The quarterly and nine month decreases in gross profit margin were
primarily due to ( i ) volume pricing concessions, ( ii ) service costs
associated with the series 300 product line, ( iii ) warranty accruals, and (
iv ) customer mix.
Research and Development. Research and development expenses consist primarily
of employee costs, professional services, and supplies necessary to develop,
enhance and reduce the cost of the Company's systems. Research and development
expenses increased by 2% to $886,000 in the third quarter of 1997 from $870,000
in the third quarter of 1996, representing 12.6% and 17.1%, respectively, of
net sales. Research and development expenses in the third quarter of 1997 were
associated with new products, development of additional digital interfaces to
existing PBX systems, and new manufacturing process development in conjunction
with new product designs. In the third quarter of 1996, research and
development efforts were concentrated on new product development, improvements
to existing products, and manufacturing process improvements. For the nine
months ended September 30, 1997 research and development increased by 17% to
$2,598,000 from $2,223,000 for the same period last year. The Company expects
to increase its current level of spending on research and development.
Marketing and Selling. Marketing and selling expenses consist primarily of
salaries and other expenses for personnel, commissions, travel, advertising,
trade shows, and market research. These expenses increased by 65% to
$2,996,000 in the third quarter of 1997 from $1,819,000 in the third quarter of
1996, representing 42.8% and 35.9%, respectively, of net sales. For the nine
months ended September 30, 1997 sales and marketing expenses increased by 60%
to $8,274,000 from $5,162,000 for the same period last year, representing 40.9%
and 30.7%, respectively, of net sales. These increases were primarily the
result of adding sales personnel to increase market penetration.
General and Administrative. General and administrative expenses consist
primarily of salaries and other expenses for management, finance, accounting,
contract administration, order processing, and human resources as well as legal
and other professional services. General and administrative expenses increased
by 6% to $484,000 in the third quarter of 1997 from $456,000 in the third
quarter of 1996, representing 6.9% and 9.0%, respectively, of net sales. For
the nine months ended September 30, 1997 general and administrative expenses
increased by 34% to $1,555,000 from $1,162,000 for the same period last year,
representing 7.7% and 6.9%, respectively, of net sales. The increases in
expenses were associated with support for increased staffing and public company
activities.
Investment Income and Other (Net). Investment income is the result of the
Company's investments in money market, investment-grade debt securities, and
government securities. Other income is generated primarily from purchase
discounts. The increase in this category from the third quarter of 1996 to the
third quarter of 1997 was primarily due to interest income from investment
activities associated with net proceeds of approximately $27 million from the
public offering completed in May, 1996.
Income Tax. The Company has available tax loss carryforwards to offset
estimated 1997 taxable income. The Company's tax provision in 1997 consists of
an accrual for state and federal alternative minimum taxes estimated at 5% of
taxable income.
The Company's operating expenses are based in part on its expectations of
future sales, and the Company's expense levels are generally committed in
advance of sales. The Company currently plans to continue to expand and
increase its operating expenses in an effort to generate and support additional
future revenue. If sales do not materialize in a quarter as expected, the
Company's results of operations for that quarter would be adversely affected.
Net income may be disproportionately affected by a reduction of revenues
because only a small portion of the Company's expenses vary with its revenue.
8
<PAGE> 9
SPECTRALINK CORPORATION
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
LIQUIDITY AND CAPITAL RESOURCES
Operating activities used net cash of $2,873,000 in the nine months ended
September 30, 1997, and provided net cash of $1,366,000 in the comparable
period last year. For the nine months ended September 30,1997, accounts
receivable increased by $2,648,000 while inventory increased by $1,387,000.
The increase in accounts receivable was primarily due to increased sales of new
products and slower payments on the average from customers. Other accrued
liabilities increased by $1,171,000 compared to an increase of $485,000 for the
same period last year. This year's increase was mainly attributable to an
increase in accrued payroll expenses and commissions. Investing activities
included property and equipment acquisitions of modular office furniture,
leasehold improvements, computer equipment, and software of $1,614,000 in the
nine months ended September 30, 1997. Property and equipment acquisitions in
the same period for last year consisted of manufacturing equipment, engineering
equipment, computer equipment and phone equipment and were $1,054,000.
Investment purchases in the nine months ended September 30, 1997 were
$10,042,000, compared to $22,332,000 for the nine months ended September 30,
1996. Investments maturing in the nine months ended September 30, 1997 were
$14,000,000 and $1,000,000 matured in the nine months ended September 30, 1996.
On February 26, 1997, the board of directors authorized the Company to
repurchase up to 500,000 shares of the Company's common stock through open
market transactions. As of September 30, 1997 the Company had acquired 148,500
shares of the Company's common stock at a cost of $572,000. In the nine months
ended September 30, 1997 financing activities included proceeds of $224,000
from the issuance of stock under the provisions of the Employee Stock Purchase
Plan, and proceeds of $27,000 from the issuance of common stock from the
exercise of stock options. In the nine months ended September 30, 1996 a bank
line of credit and note payable to lessor were paid off entirely, resulting in
a net repayment of $335,000. Also in the nine months ended September 30, 1996
financing activities consisted of net proceeds from the IPO of $27,380,000,
proceeds from the issuance of stock under the provisions of the Employee Stock
Purchase Plan of $304,000 and from the exercise of stock options of $63,000.
There were also payments on capital lease obligations of $31,000 in the nine
months ended September 30, 1997 and $53,000 in the same period of 1996.
As of September 30, 1997, the Company had working capital of $28,925,000
compared to $28,813,000 as of December 31, 1996. Working capital as of
September 30, 1997 included $19,467,000 in cash and short-term investments,
$7,041,000 in accounts receivable and $5,021,000 in inventory. As of
September 30, 1997, the Company's current ratio (ratio of current assets to
current liabilities) was 10.1:1, compared with a current ratio of 15.7:1 as of
December 31, 1996. In addition the Company has $6,006,000 in government
securities which have maturities greater than 12 months; however no maturity
exceeds 24 months.
The Company believes that its' current resources and cash generated from
operations will be sufficient to fund necessary capital expenditures, to
provide adequate working capital and to finance the Company's expansion for at
least the immediate future.
9
<PAGE> 10
CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
SPECTRALINK CORPORATION
This report contains certain statements of a forward-looking nature
relating to future events or the future financial performance of the Company.
Investors are cautioned that such statements speak only as of the date such
written and oral statements are made and that actual events or results may
differ materially. In evaluating such statements, investors should
specifically consider the various factors which could cause actual results to
differ materially from those indicated in such forward-looking statements. The
most important factors that could cause actual results to differ from those
expressed in the forward-looking statements include, but are not limited to the
following:
* The failure of the market for on-premises wireless telephone systems
to grow or to grow as quickly as the Company anticipates.
* The intensely competitive nature of the wireless communications
industry.
* The ability of the Company and it's distributors to develop and
execute effective marketing and sales strategies.
* The Company's reliance on sole or limited sources of supply for many
components and equipment used in its manufacturing process.
* The risk of business interruption arising from the Company's
dependence on a single manufacturing facility.
* The Company's dependence on a single product line.
* The Company's ability to manage potential expansion of operations.
* The Company's ability to attract and retain key personnel.
* The Company's ability to respond to rapid technological
changes within the on-premises wireless telephone industry.
* Changes in rules and regulations of the Federal Communications
Commission.
* The Company's ability to protect its intellectual property rights.
* The assertion of intellectual property infringement claims against
the Company
* Changes in economic conditions affecting the Company's customers.
* Other factors over which the Company has little or no control.
10
<PAGE> 11
SPECTRALINK CORPORATION
<TABLE>
<CAPTION>
Part II Other Information Page
<S> <C> <C>
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule 14
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this report is filed.
</TABLE>
11
<PAGE> 12
SPECTRALINK CORPORATION
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SPECTRALINK CORPORATION
Date: November 10, 1997 By: /s/ WILLIAM R. MANSFIELD
-------------------------
William R. Mansfield,
Principal Financial and Accounting Officer
and on behalf of the Registrant
12
<PAGE> 13
SPECTRALINK CORPORATION
EXHIBIT INDEX
<TABLE>
<CAPTION>
Part II Other Information Page
<S> <C> <C>
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
</TABLE>
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 6,455
<SECURITIES> 13,012
<RECEIVABLES> 7,041
<ALLOWANCES> 297
<INVENTORY> 5,021
<CURRENT-ASSETS> 32,094
<PP&E> 4,840
<DEPRECIATION> 2,358
<TOTAL-ASSETS> 40,670
<CURRENT-LIABILITIES> 3,169
<BONDS> 0
0
0
<COMMON> 194
<OTHER-SE> 37,307
<TOTAL-LIABILITY-AND-EQUITY> 40,670
<SALES> 7,002
<TOTAL-REVENUES> 7,002
<CGS> 3,213
<TOTAL-COSTS> 3,213
<OTHER-EXPENSES> 4,366
<LOSS-PROVISION> 1
<INTEREST-EXPENSE> 1
<INCOME-PRETAX> (238)
<INCOME-TAX> 11
<INCOME-CONTINUING> (249)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (249)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> 0
</TABLE>
