<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 June 30, 1998
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 (IRS 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 .
--- ---
Applicable only to corporate issuers:
As of June 30, 1998, there were outstanding 19,369,300 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
June 30, 1998 and December 31, 1997 3
Statements of Operations
Three months and six months ended June 30, 1998 and 1997 4
Statements of Cash Flows
Six months ended June 30, 1998 and 1997 5
Notes to Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
Cautionary Statement Pursuant to Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995 11
Part II Other Information
Item 4 Submission of Matters to a Vote of Security Holders 14
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule 15
(b) Form 8-K
None
</TABLE>
2
<PAGE> 3
SPECTRALINK CORPORATION
BALANCE SHEETS
(IN THOUSANDS)
UNAUDITED
ASSETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
-------- ------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 4,942 $ 5,674
Short-term investments 12,968 12,980
Trade accounts receivable, net of allowance of $357
and $354, respectively 9,137 7,671
Inventory 4,258 4,766
Other 523 554
-------- --------
Total current assets 31,828 31,645
-------- --------
INVESTMENT IN GOVERNMENT SECURITIES 7,002 6,944
PROPERTY AND EQUIPMENT, at cost:
Furniture and fixtures 1,277 1,200
Equipment 4,008 3,203
Leasehold improvements 583 580
-------- --------
5,868 4,983
Less - Accumulated depreciation (2,878) (2,355)
-------- --------
Net property and equipment 2,990 2,628
OTHER 90 82
-------- --------
TOTAL ASSETS $ 41,910 $ 41,299
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 678 $ 492
Accrued payroll, commissions, and employee benefits 1,208 1,168
Accrued sales and use tax 459 358
Accrued warranty expenses 330 531
Other accrued expenses 55 141
Deferred revenue 1,433 1,052
-------- --------
Total current liabilities 4,163 3,742
-------- --------
LONG-TERM LIABILITIES 165 131
-------- --------
Total liabilities 4,328 3,873
-------- --------
STOCKHOLDERS' EQUITY:
Common stock 197 194
Additional paid-in capital 49,231 48,803
Accumulated deficit (10,506) (10,547)
Treasury stock at cost (1,340) (1,024)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 37,582 37,426
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 41,910 $ 41,299
======== ========
</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 JUNE 30, SIX MONTHS ENDED JUNE 30,
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
NET SALES $ 8,442 $ 7,674 $ 15,559 $ 13,240
COST OF SALES 4,041 3,722 6,789 6,434
-------- -------- -------- --------
Gross profit 4,401 3,952 8,770 6,806
OPERATING EXPENSES
Research and development 976 872 1,834 1,711
Marketing and selling 3,458 2,740 6,626 5,278
General and administrative 432 538 1,032 1,072
-------- -------- -------- --------
Total operating expenses 4,866 4,150 9,492 8,061
-------- -------- -------- --------
LOSS FROM OPERATIONS (465) (198) (722) (1,255)
INVESTMENT INCOME AND OTHER, net 377 411 765 799
-------- -------- -------- --------
(LOSS) INCOME BEFORE INCOME TAXES (88) 213 43 (456)
INCOME TAX (BENEFIT) EXPENSE (4) 11 2 (23)
-------- -------- -------- --------
NET (LOSS) INCOME $ (84) $ 202 $ 41 $ (433)
======== ======== ======== ========
BASIC (LOSS) EARNINGS PER SHARE (Note 3) $ (0.00) $ 0.01 $ 0.00 $ (0.02)
======== ======== ======== ========
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING
19,240 19,070 19,210 19,100
======== ======== ======== ========
DILUTED (LOSS) EARNINGS PER SHARE (Note 3) $ (0.00) $ 0.01 $ 0.00 $ (0.02)
======== ======== ======== ========
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING
19,240 19,710 19,740 19,100
======== ======== ======== ========
</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>
SIX MONTHS ENDED JUNE 30,
-------------------------
1998 1997
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 41 $ (433)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 526 501
Changes in assets and liabilities
Increase in accounts receivable, net (1,466) (3,525)
Decrease (increase) in inventory 508 (661)
Decrease (increase) in other assets 23 (181)
Increase in accounts payable 186 284
Increase in other accrued liabilities and deferred revenue 269 970
------- -------
Net cash provided by (used in) operating activities 87 (3,045)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (892) (1,303)
Proceeds from disposal of property and equipment 4 --
Purchases of investments (7,046) (5,041)
Maturity of investments 7,000 9,000
Purchases of treasury stock (316) (437)
------- -------
Net cash (used in) provided by investing activities (1,250) 2,219
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on capital lease obligations -- (31)
Proceeds from exercise of incentive common stock options 170 20
Proceeds from sale of common stock 261 224
------- -------
Net cash provided by financing activities 431 213
------- -------
DECREASE IN CASH AND CASH EQUIVALENTS (732) (613)
CASH AND CASH EQUIVALENTS, beginning of period 5,674 7,334
------- -------
CASH AND CASH EQUIVALENTS, end of period $ 4,942 $ 6,721
======= =======
</TABLE>
The accompanying notes to financial statements are an
integral part of these statements.
5
<PAGE> 6
SPECTRALINK CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
UNAUDITED
1. Basis of Presentation
The accompanying financial statements as of June 30, 1998 and 1997 and for the
quarters and six 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, 1997 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.
New Accounting Pronouncements
Statement of Financial Accounting Standards No. 131
In 1997, the Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 131 "Disclosures about Segments of
an Enterprise and Related Information," effective for fiscal years beginning
after December 15, 1997. This statement requires that a public company report
financial and descriptive information about its reportable operating segments on
the same basis that it is used internally for evaluating segment performance and
deciding how to allocate resources to segments. The Company expects to adopt
SFAS No. 131 for the year ended December 31, 1998.
Statement of Financial Accounting Standards No. 133
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" effective for fiscal years beginning after
June 15, 1999. SFAS No. 133 establishes accounting and reporting standards
requiring that every derivative instrument (including certain derivative
instruments embedded in other contracts) be recorded in the balance sheet as
either an asset or liability measured at its fair value. It also requires that
changes in the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met. Management believes that the
impact of SFAS No. 133 will not have a material impact on the financial
statements
Statement of Position 98-5
In April 1998, the AICPA issued Statement of Position ("SOP") 98-5, "Reporting
on the Costs of Start-Up Activities". This statement is effective for financial
statements for fiscal years beginning after December 15, 1998. In general, SOP
98-5 requires costs of start-up activities and organization costs to be expensed
as incurred. Initial application of SOP 98-5 should be reported as the
cumulative effect of a change in accounting principle. Management believes that
adoption of SOP 98-5 will not have a material impact on the 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 June 30, 1998 and December 31, 1997 consisted of the following:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Raw materials $2,747 $2,529
Work in process 41 57
Finished goods 1,470 2,180
------ ------
$4,258 $4,766
====== ======
</TABLE>
6
<PAGE> 7
SPECTRALINK CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
UNAUDITED
3. Earnings per share
Effective December 15, 1997, the Company has adopted the provisions of
Statement of Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings Per
Share". SFAS 128 requires entities to present both Basic Earnings Per Share
("EPS") and Diluted EPS. Basic EPS excludes dilution and is computed by
dividing income (loss) available to common stockholders by the weighted-average
number of common shares outstanding for the period. Diluted EPS reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity. All
earnings per share amounts and weighted average shares outstanding for 1997
have been restated to reflect the adoption of SFAS 128. Potential dilution of
securities exercisable into common stock were computed using the treasury stock
method based on the average fair market value of the stock.
<TABLE>
<CAPTION>
------------------------------------------------------ ---------------------------------------------------
Three months ended June 30, Six months ended June 30,
------------------------------------------------------ ---------------------------------------------------
1998 1997 1998 1997
------------------------- ------------------------ ------------------------ -----------------------
Loss Shares Per Income Shares Per Income Shares Per Loss Shares Per
Share Share Share Share
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Basic EPS--- $ (84) 19,240 $0.00 $ 202 19,070 $ 0.01 $ 41 19,210 $ 0.00 $(433) 19,100 $(0.02)
Effect of dilutive
securities:
Stock purchase plan -- 75 55 --
Stock options
outstanding -- 565 475 --
----- ------ ----- ------ ------- ------ ------ ------ ------ ------ ------ ------
Diluted EPS--- $ (84) 19,240 $0.00 $ 202 19,710 $ 0.01 $ 41 19,740 $ 0.00 $ (433) 19,100 $(0.02)
----- ------ ----- ------ ------- ------ ------ ------ ------ ------ ------ ------
</TABLE>
Assumed conversions of approximately 635,000 shares were not included in the
calculation for diluted EPS in the three months ending June 30, 1998 as they
would have been anti-dilutive due to the net loss for that period. Assumed
conversions of approximately 600,000 shares were not included in the
calculation for diluted EPS in the six months ending June 30, 1997 as they
would have been anti-dilutive due to the net loss for that period.
4. Stockholders' Equity
In the second quarter of 1998, the company purchased 38,697 shares of Treasury
Stock at a cost of $139,000 compared to 76,000 shares at a cost of $273,000 in
the second quarter of 1997. Of the 38,697 shares purchased in the second
quarter of 1998, 15,630 unvested shares of restricted stock were repurchased
from a former director of the company pursuant to a pre-existing agreement, and
23,067 shares were repurchased from a broker and were related to a cashless
exercise of stock options by a former executive officer.
7
<PAGE> 8
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 resellers,
and specialty dealers.
Since inception, the Company has expended considerable effort and
resources developing its wireless telephone systems, building its direct and
reseller 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 JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- --------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales 100.0% 100.0% 100.0% 100.0%
-------------------------------- ----- ----- ----- -----
Cost of Sales 47.9% 48.5% 43.6% 48.6%
-------------------------------- ----- ----- ----- -----
Gross Profit 52.1% 51.5% 56.4% 51.4%
-------------------------------- ----- ----- ----- -----
Operating Expenses:
-------------------------------- ----- ----- ----- -----
Research and Development 11.6% 11.4% 11.8% 12.9%
-------------------------------- ----- ----- ----- -----
Marketing and Selling 41.0% 35.7% 42.6% 39.9%
-------------------------------- ----- ----- ----- -----
General and Administrative 5.1% 7.0% 6.6% 8.1%
-------------------------------- ----- ----- ----- -----
Total Operating Expenses 57.6% 54.1% 61.0% 60.9%
-------------------------------- ----- ----- ----- -----
(Loss) Income from Operations (5.5)% (2.6)% (4.6)% (9.5)%
-------------------------------- ----- ----- ----- -----
Investment Income and Other, net 4.5% 5.4% 4.9% 6.1%
-------------------------------- ----- ----- ----- -----
(Loss) Income Before Income Taxes (1.0)% 2.8% 0.3% (3.4)%
-------------------------------- ----- ----- ----- -----
Income Tax (Benefit) Expense (0.0)% 0.2% 0.0% (0.1)%
-------------------------------- ----- ----- ----- -----
Net (Loss) Income (1.0)% 2.6% 0.3% (3.3)%
-------------------------------- ----- ----- ----- -----
</TABLE>
8
<PAGE> 9
SPECTRALINK CORPORATION
QUARTERS AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997
Net Sales. The Company derives its revenue principally from the sale,
installation and service of wireless, on-premises telephone systems. Net sales
increased by 10% to $8,442,000 in the second quarter of 1998 from $7,674,000 in
the second quarter of 1997. This sales increase was the result of increased
penetration of the healthcare and retail markets. Net sales for the six months
ended June 30, 1998 increased by 18% to $15,559,000 from $13,240,000 for the
comparable six months in 1997. The increase in sales for the six month period
was mainly due to increases in healthcare and commercial sales.
Gross Profit. The Company's cost of sales consists primarily of direct
material, direct labor, service expenses and manufacturing overhead. Gross
profit increased by 11% to $4,401,000 in the second quarter of 1998 from
$3,952,000 in the second quarter on 1997. For the six months ended June 30,
1998 gross profit increased by 29% to $8,770,000 from $6,806,000 for the same
period last year. The Company's gross profit margin (gross profit as a
percentage of net sales) increased to 52.1% in the second quarter of 1998 from
51.5% in the second quarter of 1997. The increase in gross profit margin was
the result of a reduction in the provision for warranty expenses . For the six
months ended June 30, 1998, gross profit margin increased to 56.4% from 51.4%
in the same period last year. The increases in gross profit margin for the six
months were primarily due to reduced warranty costs, and material cost
reductions from volume buying and design improvements. Factors increasing gross
margin were somewhat offset in the quarter ended and the six months ended by
decreases in the average unit sales price.
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 12% to $976,000 in the second quarter of 1998 from
$872,000 in the second quarter of 1997, representing 11.6% and 11.4%,
respectively, of net sales. Research and development efforts in the second
quarter of 1998 were primarily associated with new products. In the second
quarter of 1997, research and development efforts were associated with the
introduction of new products and development of new digital interfaces to
existing PBX systems. For the six months ended June 30, 1998 research and
development increased by 7% to $1,834,000 from $1,711,000 for the same period
last year, representing 11.8% and 12.9% , respectively, of net sales. 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. Marketing and selling expenses increased by
26% to $3,458,000 in the second quarter of 1998 from $2,740,000 in the second
quarter of 1997, representing 41.0% and 35.7%, respectively, of net sales. For
the six months ended June 30, 1998 sales and marketing expenses increased by
26% to $6,626,000 from $5,278,000 for the same period last year, representing
42.6% and 39.9%, respectively, of net sales. The increase in dollars spent was
primarily the result of adding sales personnel to increase market penetration
and increased commission expenses.
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
decreased by 20% to $432,000 in the second quarter of 1998 from $538,000 in the
second quarter of 1997, representing 5.1% and 7.0%, respectively, of net sales.
For the six months ended June 30, 1998 general and administrative expenses
decreased by 4% to $1,032,000 from $1,072,000 for the same period last year,
representing 6.6% and 8.1%, respectively, of net sales. The reduction in
expense was the result of lower projected costs for the publication of the
annual report for 1998 and a reduction in the estimate for bad debts. The
decrease as a percentage of sales was the result of economies of scale
resulting from increased sales.
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. Investment income and other decreased by 8% to $377,000 in second
quarter of 1998 from $411,000 in the second quarter of 1997. For the six months
ended June 30, 1998 investment income and other decreased by 4% to $765,000
from $799,000 for the same period last year. The reduction in investment income
and other was primarily the result of lower cash and short-term investments.
Income Tax. The Company has available tax loss carryforwards to offset
estimated 1998 taxable income. The Company's tax provision in 1998 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.
9
<PAGE> 10
SPECTRALINK CORPORATION
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
LIQUIDITY AND CAPITAL RESOURCES
Operating activities provided net cash of $87,000 in the six months
ended June 30, 1998, and used net cash of $3,045,000 in the comparable period
last year. For the six months ended June 30, 1998, accounts receivable
increased by $1,466,000 while inventory decreased by $508,000. The increase in
accounts receivable was primarily due to increased sales of new products. The
decrease in inventory was due to increased sales and installation of new
manufacturing equipment. Other accrued liabilities and deferred revenue
increased by $269,000 compared to an increase of $970,000 for the same period
last year. This year's increase was mainly attributable to an increase in
deferred revenue from maintenance contracts; however, partially offsetting this
increase was a decrease in accrued warranty. Investing activities included
property and equipment acquisitions of manufacturing equipment, manufacturing
tooling, engineering equipment, and computer software of $892,000 in the six
months ended June 30, 1998. Property and equipment acquisitions in the same
period for last year were $1,303,000 and consisted of modular office furniture,
manufacturing equipment, leasehold improvements, computer equipment and
software. Investment purchases in the six months ended June 30, 1998 were
$7,046,000, compared to $5,041,000 for the six months ended June 30, 1997.
Investments maturing in the six months ended June 30, 1998 were $7,000,000,
while $9,000,000 matured in the six months ended June 30, 1997. 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
June 30, 1998 the Company had acquired 374,197 shares of the Company's common
stock at a cost of $1,340,000. In the six months ended June 30, 1998 financing
activities included proceeds of $170,000 from the issuance of common stock from
the exercise of stock options and $261,000 from the issuance of stock under the
provisions of the Employee Stock Purchase Plan. Of the $170,000 from the
exercise of stock options, $108,000 was from the exercise of stock options by a
former executive officer. In the six months ended June 30, 1997, financing
activities consisted of proceeds of $20,000 from the issuance of common stock
from the exercise of stock options and $224,000 from the issuance of stock
under the provisions of the Employee Stock Purchase Plan. There were also
payments on capital lease obligations of $31,000 in the six months ended June
30, 1997.
As of June 30, 1998, the Company had working capital of $27,665,000
compared to $27,903,000 as of December 31, 1997. Working capital as of June 30,
1998 included $17,910,000 in cash and short-term investments, $9,137,000 in
accounts receivable and $4,258,000 in inventory. As of June 30, 1998, the
Company's current ratio (ratio of current assets to current liabilities) was
7.6:1, compared with a current ratio of 8.5:1 as of December 31, 1997. In
addition the Company has $7,002,000 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.
10
<PAGE> 11
CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
SPECTRALINK CORPORATION
Certain statements in this Quarterly Report on Form 10-QSB, as well as
statements made by the Company in periodic press releases, oral statements made
by the Company's officials to analysts and stockholders in the course of
presentations about the Company and conference calls following quarterly
earnings releases, constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 (the "Reform Act").
Caution should be taken not to place undue reliance on any such forward-looking
statements since such statements speak only as of the date of the making of
such statements and involve known and unknown risks, uncertainties and other
factors that may cause the actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. Such
factors include, among other things, (i) the failure of the market for
on-premises wireless telephone systems to grow or to grow as quickly as the
Company anticipates, (ii) the intensely competitive nature of the wireless
communications industry, (iii) the ability of the Company and its resellers to
develop and execute effective marketing and sales strategies, (iv) the
Company's reliance on sole or limited sources of supply for many components and
equipment used in its manufacturing process, (v) the risk of business
interruption arising from the Company's dependence on a single manufacturing
facility, (vi) the Company's dependence on a single product line, (vii) the
Company's ability to manage potential expansion of operations, (viii) the
Company's ability to attract and retain key personnel, (ix) the Company's
ability to respond to rapid technological changes within the on-premises
wireless telephone industry, (x) changes in rules and regulations of the FCC,
(xi) the Company's ability to protect its intellectual property rights, (xii)
the assertion of intellectual property infringement claims against the Company,
(xiii) changes in economic and business conditions affecting the Company's
customers, (xiv) potential business interruptions associated with the year 2000
issue, (xv) other factors over which the Company has little or no control, and
(xvi) potential fluctuations in the Company's future operating results. The
Company has experienced, and may in the future continue to experience,
significant quarterly fluctuations in revenue, gross margins and operating
results due to numerous factors, some of which are outside the Company's
control. These factors include (a) fluctuating market demand for, and declines
in the average selling prices of, the Company's products, (b) the timing of and
delay of significant orders from customers, and (c) seasonality in demand.
Historically, the Company has not operated with a significant order backlog and
a substantial portion of the Company's revenue in any quarter has been derived
from orders booked and shipped in that quarter. Accordingly, the Company's
revenue expectations are based almost entirely on its internal estimates of
future demand and not on firm customer orders. Planned expense levels are
relatively fixed in the short term and are based in large part on these
estimates, and if orders and revenue do not meet expectations, the Company's
operating results could be materially adversely affected. In addition, due to
the timing of orders from customers, the Company has often recognized a
substantial portion of its revenue in the last month of a quarter. As a result,
minor fluctuations in the timing of orders and the shipment of products may, in
the future, cause operating results to vary significantly from quarter to
quarter. It is possible that due to such fluctuations or other factors, the
Company's future operating results could be below the expectations of
securities analysts and investors. In such an event, or in the event that
adverse market conditions prevail or are perceived to prevail either generally
or with respect to the Company's business, the price of the Company's common
stock would likely be materially adversely affected.
11
<PAGE> 12
SPECTRALINK CORPORATION
<TABLE>
<CAPTION>
Part II Other Information Page
<S> <C> <C>
Item 4 Submission of Matters to a Vote of Security Holders 14
Item 5 Other Information
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule 15
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the
quarter for which this report is filed.
</TABLE>
12
<PAGE> 13
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: August 13, 1998 By: /s/ WILLIAM R. MANSFIELD
-------------------------
William R. Mansfield,
Principal Financial and Accounting
Officer and on behalf of the Registrant
13
<PAGE> 14
SPECTRALINK CORPORATION
PART II - OTHER INFORMATION
Item 4. Submission of matters to a Vote of Security Holders
At SpectraLink's Annual Meeting of Stockholders held on May 12, 1998, the
following proposals were adopted by the margins indicated.
1. To elect a Board of Directors to serve until the next Annual Meeting of
Stockholders and until their successors are elected and qualified.
<TABLE>
<CAPTION>
Number of Shares
Voted For Withheld
---------- ----------
<S> <C> <C>
Bruce M. Holland 17,893,323 45,388
---------- ----------
Carl D. Carman 17,893,323 45,388
---------- ----------
Burton J. McMurtry 17,893,323 45,388
---------- ----------
F. Gibson Myers, Jr 17,893,323 45,388
---------- ----------
</TABLE>
2. To amend the Company's Employee Stock Purchase Plan to increase the number
of shares of Common Stock available for purchase thereunder to 800,000 and to
add a provision for annual replenishment of Common Stock issued during the
year. Number of shares voted: For 13,857,824; Against 132,865; Abstained
11,055; Broker non-votes 3,956,967.
3. To amend the Company's Stock Option Plan to increase the number of shares of
Common Stock available for grant thereunder to 5,000,000. Number of shares
voted: For 13,818,009 ; Against 169,353; Abstained 14,382; Broker non-votes
3,956,967.
4. To ratify the selection of Arthur Andersen LLP, independent public
accountants, as auditors for the Company for the fiscal year ending December
31, 1998. Number of shares voted: For 17,913,066; Against 20,564; Abstained
5,081; Broker non-votes 0 .
Item 5. Other Information
On May 12, 1998, Anthony V. Carollo, Jr. was appointed to the Board of
Directors of the Company, to hold such position until his successor is elected
and qualified. Currently the chairman and CEO of Xantel Corporation, Mr.
Carollo was formerly president and chief operating officer of Fujitsu Business
Communications Systems. Before joining Fujitsu, Mr. Carollo spent more than 13
years at ROLM Corporation in various executive capacities.
14
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS AS OF JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 4,942
<SECURITIES> 12,968
<RECEIVABLES> 9,137
<ALLOWANCES> 357
<INVENTORY> 4,258
<CURRENT-ASSETS> 31,828
<PP&E> 2,990
<DEPRECIATION> 2,878
<TOTAL-ASSETS> 41,910
<CURRENT-LIABILITIES> 4,328
<BONDS> 0
0
0
<COMMON> 197
<OTHER-SE> 37,385
<TOTAL-LIABILITY-AND-EQUITY> 41,910
<SALES> 15,559
<TOTAL-REVENUES> 15,559
<CGS> 6,789
<TOTAL-COSTS> 6,789
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 43
<INCOME-TAX> (2)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 41
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
