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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ______
Commission File Number: 0-28180
SPECTRALINK CORPORATION
(Name of small business issuer in its charter)
DELAWARE 84-1141188
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5755 CENTRAL AVENUE
BOULDER, COLORADO 80301
(303) 440-5330
(Address and telephone number of principal executive offices)
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.01 PAR VALUE
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenue for its most recent fiscal year. $27,785,000
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days: $23,058,455 as of March 10, 1998.
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 19,202,206 shares of common
stock, $.01 par value, were outstanding as of March 10, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
Items 9, 10, 11 and 12 of Part III of this Form 10-KSB are incorporated by
reference from the issuer's definitive proxy statement to be filed with the
Securities and Exchange Commission no later than 120 days after the end of the
issuer's fiscal year.
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PART I
ITEM 1. BUSINESS.
OVERVIEW
SpectraLink Corporation ("SpectraLink" or the "Company") was incorporated
in Colorado in April 1990, and was reincorporated in Delaware in March 1996.
SpectraLink designs, manufactures and sells on-premises wireless telephone
systems which complement existing telephone systems by providing mobile
communications in a building or campus environment. The SpectraLink Pocket
Communications System increases the efficiency of employees by enabling them to
remain in telephone contact while moving throughout the workplace. The system
uses a micro-cellular design consisting of three components: a Master Control
Unit ("MCU"), Remote Cell Units ("RCUs") and Pocket Telephones ("PTs"). The
Company's proprietary MCU interfaces directly with a PBX, Centrex or key/hybrid
system. The MCU also connects with the system's RCUs, which are small radio
transceivers located throughout the customer's facility that relay calls between
the six-ounce Pocket Telephones and the telephone system. Calls are handed off
from one RCU to another as a user moves throughout the facility.
MARKET BACKGROUND
A growing number of business environments require certain employees to have
a high degree of mobility yet remain readily accessible by telephone to
customers or co-workers. Retailers seek competitive advantage by quickly
responding to customers' requests for information and service from employees
dispersed throughout the store. Healthcare workers in clinical settings can
benefit from real-time communications with mobile healthcare professionals in
order to deliver quality healthcare efficiently. Manufacturers and distributors
seek to operate more efficiently by enabling workers in the factory or
distribution center to solve problems or answer questions more rapidly. Service
organizations seek to decrease customer hold or response time by allowing
immediate communications with the person who can solve a problem or answer a
question. MIS, maintenance and other corporate office support personnel can work
more productively if they remain mobile in the workplace without losing
communications contact with other office workers who need their services.
Traditionally, businesses have attempted to maintain communications with
mobile, on-premises employees by using overhead paging systems and electronic
pagers. These indirect types of communication create delays because access to a
wired phone is still needed. Delays are exacerbated in high mobility
environments, such as hospitals, manufacturing facilities and distribution
centers, where both parties may be mobile and repeated pages are required.
Additionally, overhead paging can be difficult to understand and creates ambient
noise which can be disruptive and stressful.
Alternatives to paging include the use of two-way radios, cordless phones
and traditional cellular phones, all of which have various shortcomings. Two-way
radios can be cumbersome and do not provide an adequate link to the wireline
telephone system. Cordless phones are typically single-cell systems and have a
limited calling range, and only a limited number of cordless phones can be
deployed in a given area without interfering with each other. Traditional
cellular phones often provide inconsistent indoor reception and use analog radio
transmissions which are easily intercepted. Unless specifically designed for
on-premises use, cellular phones cannot be directly interfaced with a company's
PBX system and, therefore, cannot offer the system's functionality. Furthermore,
current monthly usage fees and airtime charges make cellular phones
prohibitively expensive in many applications.
A number of cellular service providers offer products that specifically
address on-premises applications. These micro-cellular systems operate as a
subset of the public cellular network, and attach to a business phone system to
provide wireless phones to on-premises users. Although these systems operate in
the public cellular frequency band (824-894 MHz), a user cannot access them with
a traditional cellular phone. Proprietary dual-mode phones are required to
access the business phone system when used on the premises, or the public
cellular network when used off the premises. Currently, calls cannot be handed
off between the on-premises network and the public cellular network. Because
these micro-cellular systems use the same frequency band as public cellular
telephone service, they may have limited capacity in areas with a large number
of cellular subscribers. In addition, the use of analog transmissions may
diminish conversation privacy.
Because the majority of business employees, such as retail store clerks,
nurses and service personnel, require wireless phones only while in the
workplace, economic considerations such as the cost of dual-mode phones and
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monthly charges may limit the utility of these systems. In order to avoid
calling abuse and air-time charges, some businesses do not want business phones
that can be used off the premises. Further, many applications require that the
phones remain on site for use over multiple shifts.
Products dedicated to unlicensed, on-premises use first appeared in the
1990s in the 902-928 MHz band. These adjunct products attach directly to
business telephone systems and provide wireless phone extensions that can be
used on the premises. Because these systems are unlicensed, they can be
installed or relocated without prior approval from the Federal Communications
Commission ("FCC"). The 902-928 MHz band has been set aside for unlicensed
products which employ either narrow-band or spread-spectrum technology. Because
systems in the 902-928 MHz band that employ narrow band technology are required
to operate at lower power levels than spread-spectrum systems, they generally
have inferior range and are more susceptible to interference. Multi-cellular
wireless business phone systems that provide hand-off and systems that restrict
wireless phones to a single base station are available in the 902-928 MHz band.
In 1994, the FCC allocated additional spectrum in the 1900 MHz range for
unlicensed on-premises applications. Although the FCC originally proposed to
allocate 20 MHz of new spectrum to meet on-premises wireless telephone system
requirements, ultimately only 10 MHz from 1920-1930 MHz was assigned for this
purpose. The products which have been introduced for this new spectrum are
commonly referred to as unlicensed personal communications systems ("U-PCS").
This comparatively limited new spectrum is currently occupied by microwave
radios which must be cleared for full unlicensed use of the band. According to
the FCC, the U-PCS manufacturers or providers that intend to clear the spectrum
must pay the microwave radio operator all costs associated with the relocation
of its microwave equipment. Typically, the relocation costs will be borne by a
fee assigned to each U-PCS radio device, including handsets and base stations.
While U-PCS products are designed to operate as unlicensed systems, installation
of a system may require a frequency coordination study of the area to insure the
U-PCS system will not interfere with a fixed microwave system, and the U-PCS
user cannot move or expand the system without an additional coordination study.
Furthermore, the radio propagation characteristics of this band compared to
those of lower frequencies may require a greater number of base stations for
in-building applications.
PRODUCTS
The Pocket Communications System uses a micro-cellular design consisting of
three components: an MCU, RCUs and Pocket Telephones. The MCU is installed near
the PBX or key/hybrid system, or at the Centrex demarcation location. There are
two ways in which the MCU connects to the phone system. It can either interface
directly with the analog ports of the host telephone switching system, or, in
some cases, it can connect via a digital interface to certain PBX systems and
key/hybrid systems. Currently, the Company supports digital interfaces to the
following phone systems: Definity(R) PBX systems and Merlin Legend(R) key
systems from Lucent Technologies; Meridian 1(R) PBX Systems and Norstar(R) key
systems from Northern Telecom, Ltd.; Rolm 9751 and 9200 CBX systems from Siemens
Business Communications Systems, Inc.; SX-200 and SX-2000 PBX systems from Mitel
Corporation; Strata(R) DK280 and DK424 systems from Toshiba Corporation; and DTS
and DXP systems from Comdial, Inc. Additionally, the Spectralink Open
Application Interface (OAI) enables SpectraLink Pocket Telephones to be used in
conjunction with data servers.
The MCU is also connected to the RCUs. The RCUs are small radio
transceivers connected to the MCU via twisted-pair telephone wiring and provide
the wireless link to the Pocket Telephones. The Pocket Telephone is a six ounce
portable phone with an alphanumeric display. When the SpectraLink system is
connected to the phone system using analog ports, the Pocket Telephone will
provide many of the calling features of a desk phone, including transfer,
conference calling and hold. When the system is digitally interfaced to the
phone system, the Pocket Telephone will also support the advanced features of
the host phone system such as calling party identification or calling party name
display. The Pocket Telephone provides up to four hours of talk time or up to
eighty hours of standby time between battery recharges.
Each RCU supports multiple users and covers a transmission area in excess
of 50,000 square feet depending on transmission obstructions present in the
building. A call is handed off from one RCU to another as a user walks
throughout the coverage area. The Pocket Communications System is designed to
provide seamless coverage, enabling real-time hand-off of an active telephone
call as the user walks about. A key attribute of the SpectraLink Pocket
Communications System is that the hand-off implementation has been designed to
be non-disruptive to the call in progress, thus minimizing degradation to the
telephone conversation while the user is moving throughout the facility.
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SpectraLink offers a family of Pocket Communications Systems: the PCS 50E,
the PCS 150E, and the PCS 2000E. The three systems are targeted to meet the
needs of a variety of applications.
The PCS 50E supports up to eight Pocket Telephones and includes one RCU. It
was designed for facilities of less than 50,000 square feet such as small retail
stores, branch banks, small offices and small manufacturing facilities.
The PCS 150E supports up to 64 Pocket Telephones and up to 16 RCUs. A total
of four MCU controllers can be interconnected to support the maximum complement
of Pocket Telephones and RCUs. The typical applications for the PCS 150E are
retail stores, healthcare clinics and nursing homes.
The PCS 2000E supports up to 720 Pocket Telephones and up to 180 RCUs. Its
typical applications are hospitals, corporate offices, manufacturing facilities
and convention centers.
The PCS 50E, PCS 150E and PCS 2000E support analog or digital integration
with a PBX or key/hybrid system.
TECHNOLOGY
The Company devotes significant planning and resources to development
and use of advanced technology. This focus on technology is necessary to meet
the requirements for delivery of portability, indoor radio and system
performance, high reliability, low cost and manufacturability.
Spread Spectrum Technology and Frequency Hopping. Spread spectrum is a
radio frequency transmission technique in which the transmitted information is
spread over a relatively wide bandwidth. The Company also uses a form of spread
spectrum transmission called frequency hopping, a technique that combines an
information signal with a radio carrier whose frequency assignment changes
rapidly in a pseudo random manner at the transmitter. The signal resulting from
frequency hopping is decoded at the receiving end using the same pseudo random
frequency pattern. The use of frequency hopping spread spectrum technology makes
transmissions more immune to interference, reduces the possibility of
interference with others, provides privacy against eavesdropping and improves
the quality of voice transmission. The FCC rules governing spread spectrum
operation permit higher RF transmitter power levels, thus improving indoor
propagation over a wide range of interior building construction types and
simplifying system planning and implementation. While there are many advantages
to the spread spectrum technique, it is more complex to implement than the more
commonly used narrowband modulation techniques. The Company believes that its
Pocket Communications System is currently the only micro-cellular spread
spectrum wireless telephone system in the 902-928 MHz band.
Radio Technology. SpectraLink has designed radio transceivers and
digital circuits to implement the complex spread spectrum technique at an
economical cost and in a small form factor. The Company's radio transceiver and
digital circuit architectures also minimize power consumption and enhance
manufacturability and reliability.
ASIC Design. SpectraLink's expertise in digital ASIC technology allows
its systems to be miniaturized, power-efficient and cost effective. ASICs are
used in the Company's Pocket Telephone, RCU and MCU designs. The Company expects
to develop additional ASICs and to incorporate these devices into future
systems.
Wireless Access Protocols. Combining frequency hopping with a
micro-cellular design presents unique challenges as compared to single-link
spread spectrum implementations, such as advanced home wireless telephones or
traditional cellular telephones. To this end, the Company has applied its
software design expertise to develop robust networking protocols that allow
multiple users to have simultaneous telephone access in a frequency hopping,
spread spectrum radio environment without interfering with each other.
SpectraLink has implemented a sophisticated set of software resources, including
micro-coded software, digital signal processing software, network architecture
software, telephone switching software and user application software to address
many of the unique challenges of in-building wireless environments, such as
interference, multipath degradation, signal absorption, near/far receiver
desensitizing, security, busy hour capacity demands, and shared operation with
other radio systems.
Call Handoff. Critical to the acceptance of on-premises wireless
systems by users accustomed to high-quality telephone performance is a hand-off
from cell to cell which has virtually no disruptive effect on the call in
progress. SpectraLink has developed proprietary software to address the frequent
and unpredictable nature of on-premises inter-cell hand-offs due to
interference, multipath degradation and interior obstructions. Software
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resident in the Pocket Telephones automatically selects the best cell among
available RCUs. The unique digital implementation of the SpectraLink Pocket
Communications System results in a seamless hand-off.
Operation at 902-928 MHz. SpectraLink selected the 902-928 MHz frequency
band due to its availability for the application of spread spectrum technology
to Part 15 (unlicensed) equipment. SpectraLink believes this band offers the
following advantages: (i) the band is free of any microwave radio systems, thus
eliminating the need to conduct frequency coordination studies prior to product
deployment; (ii) the band provides 26 MHz of spectrum which is a significant
advantage for systems expected to provide capacity during periods of heavy user
demand; (iii) 26 MHz of spectrum allows systems to be implemented with lower
order modulation schemes that result in more reliable performance; and (iv)
free-space propagation is superior at 902-928 MHz compared to that at 1920-1930
MHz, so that an area may be covered by fewer base stations.
SALES, MARKETING AND CUSTOMER SUPPORT
Sales and Marketing
SpectraLink sells and supports its systems through direct, distributor and
dealer sales forces. This strategy is intended to reduce SpectraLink's
dependence on a single channel and to permit broad marketing of the SpectraLink
systems.
Direct Sales. As of January 31, 1998, the Company had 61 employees in its
direct sales organization. The Company has direct sales offices in the
metropolitan areas of Atlanta, Boston, Charlotte, Chicago, Cincinnati,
Cleveland, Dallas, Denver, Los Angeles, Milwaukee, New York, Philadelphia,
Phoenix, San Francisco, Seattle, St. Louis, Tampa, and Washington, D.C.
Distributors. SpectraLink distributes its entire product line through a
number of telecommunications distributors in the United States and Canada,
currently including Ameritech, Bell Atlantic, Fujitsu Business Communication
Systems, GTE Communication Systems, InteCom, Inc., Mitel Telecommunications
Systems, Inc., and Indyme, Inc. Each of these companies has a non-exclusive
distribution relationship with SpectraLink. The Company does not restrict its
distributors from selling in the same geographical areas.
In 1995, SpectraLink entered into a distribution and marketing agreement
with Hill-Rom Company, Inc. ("Hill-Rom"), a subsidiary of Hillenbrand
Industries, Inc., a leading manufacturer and distributor of patient-care
systems. This agreement provided that Hill-Rom would sell the Company's systems
to hospitals, medical clinics, and medical office buildings. Hill-Rom's sales of
SpectraLink equipment were slower than expected in 1996. Accordingly,
SpectraLink and Hill-Rom modified their agreement in 1997, such that
SpectraLink's direct sales representatives have primary responsibility for sales
to this market.
Dealers. SpectraLink has established a dealer network primarily comprised
of local phone interconnect companies and two-way radio dealers. SpectraLink
dealers have a non-exclusive dealer relationship with SpectraLink. As of March
6, 1998, the Company's dealer network currently was comprised of 71 dealers in
157 locations.
The Company currently sells its systems in the United States, Canada and
Mexico. In the future, the Company may consider selling its systems in other
countries which permit operation in the 902-928 MHz band using spread spectrum
radio transmissions. The Company has no current plans to market its systems in
Asia or Europe.
Customer Support
The Company has established a customer support department dedicated to
planning, installing and maintaining the SpectraLink systems. Customer support
personnel are located at the Company's facilities in Boulder, Colorado; Los
Angeles, California; Atlanta, Georgia; Chicago, Illinois; and Washington, D.C.
Because of the relative complexity of designing on-premises wireless
telephone systems, the customer support department is a critical factor in the
Company's overall product and market strategy. The customer support department
is involved with the customers during early customer contact, the system
configuration and installation phases, and the on-going maintenance period.
The PTs, RCUs and MCUs are warranted to be free of defects upon delivery.
The Company provides Standard Warranty and Maintenance coverage at no cost for a
limited period of time. Thereafter, the customer support
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department provides various levels of support, based on the maintenance level
selected by the customer.
CUSTOMER DEPENDENCE
While the Company has a diverse customer base, during 1997 two customers
comprised more than 10% of total sales. Direct sales to The Home Depot, Inc.
were 10.8% of total sales, and sales to Ameritech, a distributor, were 10.5% of
sales.
BACKLOG
The Company generally ships its systems promptly upon the receipt of an
order. The Company's backlog of orders is generally less than 30 days at any
given time. Some of the Company's distributors and larger customers place orders
for systems in advance of the scheduled delivery date; however, these orders are
subject to rescheduling or cancellation. As a result, the Company currently does
not consider backlog to be a meaningful indicator of future sales.
COMPETITION
The on-premises wireless telephone system industry is intensely
competitive and acutely influenced by the introduction of new products. The
competitive factors affecting the market for the Company's systems include
product functionality and features, frequency band of operation, ease-of-use,
quality of support, product quality and performance, price and the effectiveness
of marketing and sales efforts. Most of the Company's competitors have
significantly greater financial, technical, research and development, and
marketing resources than the Company. As a result, they may be able to respond
more quickly to new or emerging technologies and changes in customer
requirements, or to devote greater resources to the development, promotion, sale
and support of their products than the Company. In addition, purchasers may
prefer to buy all of their telephone communications systems from a single source
provider, such as Lucent Technologies, Northern Telecom Limited, LM Ericsson
Telephone Co., Harris Corporation, or Siemens Business Communications Systems,
Inc., all of whom manufacture and sell PBX or key/hybrid systems. Because the
Company focuses on wireless on-premises telephone communications, it cannot
serve as the sole source for a complete telephone communications system. There
can be no assurance that the Company will be able to compete successfully in the
future.
Because there are different methods and different radio frequency bands by
which wireless communications can be delivered, the Company believes there are
four primary categories of direct competition: (i) the 902-928 MHz band, where
the Company's systems operate; (ii) unlicensed PCS, or U-PCS, in the 1920-1930
MHz band; (iii) licensed low-power, in-building cellular in the 824-894 MHz
band; and (iv) licensed PCS in the 1850-1990 MHz band. In the 902-928 MHz band,
the Company believes that LM Ericsson Telephone Co. and Siemens Business
Communications Systems, Inc. are the only companies other than SpectraLink which
offer micro-cellular telephone systems and that competitors offering
single-cell, single user products include Lucent Technologies, Northern Telecom
Limited, and Uniden America Corporation. The Company believes that competitors
offering U-PCS in the 1920-1930 MHz band present the greatest potential threat
of competition to the Company because the products in this band will be able to
provide similar functionality to that of the Company's systems. There are a
number of competitors offering U-PCS systems in the 1920 to 1930 MHz band
including LM Ericsson Telephone Co., Lucent Technologies, Northern Telecom Ltd.,
and Harris Corporation. Various leading manufacturers have established a number
of common air interface standards for unlicensed, on-premises operation in the
1920-1930 MHz band. Three of these standards have been approved. The primary
status accorded to U-PCS products that will eventually occupy the 1920-1930 MHz
band and the existence of air interface standards may make these products more
attractive to certain customers. Low-power, on-premises cellular systems
operating in the 824-894 MHz band are manufactured and distributed principally
by AG Communications, Mitsubishi Corporation, Northern Telecom, Ltd., and
Panasonic Communications and Systems Company, and potentially can be offered
through all cellular operators. The Company believes that licensed PCS operators
such as AT&T Wireless, BellSouth Mobility DCS, Centennial Cellular Corporation,
Omnipoint Communications, Pacific Bell Mobile Services, Powertel, Inc., PrimeCo
Personal Communications, Sprint PCS, and Western Wireless Corporation, operating
in the 1850-1990 MHz band, intend to target the in-building, on-premises market
with service offerings similar to the low-power, in-building cellular
derivatives. In addition, a new category of competition has recently emerged
with products utilizing voice-over IP technology in the 2400 MHz band, such as
those announced by Symbol Technologies, Inc. While there are many differences in
the technologies used to deliver wireless telephone communications in these
categories, all of the competitive factors described in the preceding paragraph
are applicable, particularly the significantly greater financial, technical,
research and development and marketing resources of such competitors.
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The Company considers the existing technologies of overhead and electronic
paging, two-way radios and cordless telephones to be competitive factors as
well. To the extent such a system is already in use, a potential customer may
not be willing or able to make the investment necessary to replace such a system
with SpectraLink's Pocket Communications System. In addition, there may be
potential customers who choose one of these other technologies because of cost
or their belief that their needs do not require the full functionality provided
by SpectraLink's Pocket Communications System.
PROPRIETARY RIGHTS
The Company's future success depends, in part, upon its proprietary
technology. The Company relies on a combination of patent, copyright, trade
secret and trademark laws, confidentiality procedures and nondisclosure and
other contractual provisions to protect its proprietary rights. As part of these
confidentiality procedures, the Company enters into confidentiality and
non-disclosure agreements with its employees and limits access to and
distribution of its proprietary information. The Company has been awarded eight
United States patents in the areas of radio frequency and spread spectrum
digital communication, with various expiration dates, none earlier than 2011. In
addition, the Company has two United States patent applications pending. There
can be no assurance that the Company's pending patent applications will be
allowed or that the issued or pending patents will not be challenged or
circumvented by competitors or provide meaningful protection against
competition. The Company may in the future be notified that it is infringing
certain patent and/or other intellectual property rights of others. Although
there are no such pending lawsuits against the Company or unresolved notices
that the Company is infringing intellectual property rights of others, there can
be no assurance that litigation or infringement claims will not occur in the
future.
MANUFACTURING
SpectraLink's manufacturing operations consist primarily of the fabrication
and assembly of components and subassemblies, which are individually tested and
integrated into full systems or shipped as individual items for expansion
orders. In order to facilitate initial start-up and manufacturing process
improvements, the Company conducts in-house prototype development and has
established pilot line capabilities. The Company maintains complete in-house
materials procurement, assembly, testing and quality control functions. The
Company utilizes only a minimal number of subcontract manufacturers to assemble
its components.
The principal components of SpectraLink's systems are unpopulated printed
circuit boards, electronic components, including microprocessors and ASICs, and
metal or plastic housings, all of which are purchased from outside vendors.
Although alternate suppliers are available for most of the components,
qualifying replacement suppliers and receiving components could take up to
several months. Many components are available only from sole source suppliers
and embody such parties' proprietary technologies. There can be no assurance
that any sole source supplier will continue to provide the required components
in sufficient quantities with adequate quality and at acceptable prices. The
Company would be adversely affected if, in order to develop alternative
suppliers, a redesign of the Company's subassemblies was necessary. The Company
does maintain, or requires suppliers to maintain, inventory to allow it to fill
customer orders without significant interruption during the period that the
Company believes would be required to obtain alternate supplies of many
replacement components. However, there can be no assurance that the Company will
have sufficient inventory supply to meet every possible contingency. Any
shortage or discontinuation of, or manufacturing defect in, the supply of these
components would have a material adverse effect on the Company's operations.
From January 1996 until May 1997, the Company manufactured and assembled
all of its systems in a leased 11,300 square foot facility located in Boulder,
Colorado. In May 1997, the Company moved its manufacturing operation to its new
corporate headquarters, a 37,000 square foot leased facility in Boulder,
Colorado. Since the Company relies on a sole manufacturing facility, a major
catastrophe could result in a prolonged interruption of the Company's business.
RESEARCH AND PRODUCT DEVELOPMENT
The wireless telecommunications industry is subject to rapid technological
change, frequent new product introductions and enhancements, product
obsolescence and changes in end-user requirements. The Company believes its
future success and ability to compete in the on-premises wireless telephone
market are largely dependent upon its ability to augment current product lines
and develop, introduce and sell new features and products while maintaining
technological competitiveness through the advancement of its core technologies.
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As of February 27, 1998, the Company employed 26 people in support of its
research and development activities. The Company invested approximately
$3,506,000, $3,073,000 and $1,930,000 in 1997, 1996 and 1995, respectively, in
research and development. The Company expects to increase its investment in
research and development. The inability of the Company to introduce in a timely
manner new products or enhancements to existing products that contribute to
sales could have a material adverse effect on the Company's business and
financial condition.
GOVERNMENT REGULATION
The wireless communications industry, regulated by the Federal
Communications Commission, is subject to changing political, economic and
regulatory influences. Regulatory changes, including changes in the allocation
of available frequency spectrum, could significantly impact the Company's
operations.
The 902-928 MHz Band. In 1985, the FCC permitted the use of spread-spectrum
technology under Part 15 Rules in the 902-928 MHz band. Part 15 Rules refer to
the section of the FCC regulations that permit the use of radio-based systems
without requiring the user to obtain an operating license from the FCC. For this
reason, Part 15 Rules permit devices to be deployed expediently without the
inherent delays associated with the traditional radio equipment licensing
procedure. A significant industry has developed around the Part 15 rules for
commercial products. The Company's systems are all certified by the FCC for
unlicensed operation under Part 15 Rules.
In the federal regulatory framework, Part 15 spread spectrum systems are
accorded secondary status in the 902-928 MHz band, which means that their
operators must accept interference received and correct any interference caused
to other systems, even if it requires the operator to cease operating in the
band. This status has been modified somewhat by an FCC rule in Docket 93-61
which established an irrebuttable presumption of non-interference in favor of
Part 15 devices which meet certain requirements. The Company believes its Pocket
Communications System satisfies these requirements. In addition, the Part 15
rules provide SpectraLink with additional flexibility to resolve interference
under certain circumstances.
The 1920-1930 MHz Band. In 1994, the FCC designated a 20 MHz segment from
1910-1930 MHz as unlicensed spectrum out of the total of 140 MHz set aside for
Personal Communications Systems (PCS). 1910-1920 MHz is specifically allocated
for asynchronous wireless systems such as data based communications, while
1920-1930 MHz is specifically allocated for isochronous wireless systems such as
voice communications. Unlicensed PCS equipment which operates in this range
falls under Subpart D of the Part 15 Rules. These rules provide eventual primary
status for unlicensed devices. However, the incumbent point-to-point microwave
systems currently situated in this frequency range must be relocated to other
frequency bands. Each relocated microwave radio operator is entitled to
comparable alternative facilities to replace the existing 1900 MHz radio link,
and the U-PCS manufacturers or providers must pay all costs associated with the
relocation of the incumbent microwave radio equipment. Typically, these
relocation costs will be borne by a fee assigned to each U-PCS radio device,
including handsets and base stations. Until all of the microwave systems are
removed from this band, on-premises wireless systems must be frequency
coordinated or accounted for prior to installation and activation. According to
industry organizations, it will take many years to remove all microwave stations
from this band.
The technical rules which pertain to the 1920-1930 MHz band are designed to
lessen the likelihood of interference between systems through a mechanism
referred to as "Listen Before Transmit," or LBT. The LBT criteria requires that
a U-PCS device first monitor and locate unused spectrum within the 1920-1930 MHz
range prior to transmitting. This serves to protect any other U-PCS device or
system then in use from any unwanted interference. However, in locations where
multiple U-PCS systems are in use and the frequency spectrum becomes
increasingly congested, this LBT mechanism may prevent systems from realizing
their full capacity potential, as competing systems find fewer available
channels.
EMPLOYEES
As of February 17, 1998, the Company employed 222 persons, 202 of whom were full
time employees.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company's corporate headquarters and manufacturing, research, and
development activities are situated in Boulder, Colorado in one 37,000 square
foot leased building at 5755 Central Avenue. In addition, the Company has leased
7,500 square feet of office space at 5744 Central Avenue. The Company also has
two leased
7
<PAGE> 9
facilities in Boulder which it previously occupied: approximately 2,100 square
feet at 1650 38th Street, the lease for which expires in April 1998 and
approximately 11,300 square feet at 3220 Prairie Avenue, which is presently
being subleased. The length of these leases is as follows: (i) the lease for the
5755 Central Avenue facility runs through June 2005, (ii) the lease for the 5744
Central Avenue begins April 1, 1998 and runs for three years, (iii) the lease at
3220 Prairie Avenue runs through November 2000 (with certain renewal options).
The Company has short-term leases for its sales offices. The Company believes
that the combination of its existing facilities together with the availability
of additional space for lease in the Boulder and other real estate markets will
be adequate to meet its current and foreseeable facilities needs.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not a party to any material pending legal proceeding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No meetings of the Company's stockholders were held during the fourth
quarter of 1997.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's common stock is traded on the Nasdaq Stock Market under the
symbol "SLNK." The following table sets forth for the quarterly periods
indicated, the high and low bid prices for the Company's common stock as
reported by Nasdaq. These quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.
<TABLE>
<CAPTION>
1997 1996
HIGH LOW HIGH LOW
---- --- ---- ---
<S> <C> <C> <C> <C>
First quarter $4.250 $2.500 * *
Second quarter 6.500 3.125 $12.875 $7.625
Third quarter 5.875 3.625 9.625 5.000
Fourth quarter 4.875 2.500 6.875 2.500
</TABLE>
* The common stock began trading on Nasdaq on April 26, 1996.
The Company has never declared or paid any cash dividends on its common
stock. The Company currently anticipates that it will retain all future earnings
for the expansion and operation of its business and does not anticipate paying
cash dividends in the foreseeable future.
On March 13, 1998, the Company had approximately 142 shareholders of
record.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS.
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 1992, and has subsequently
sold approximately 3,000 systems and 60,000 phones. SpectraLink's primary sales
efforts are currently focused on home improvement and other retail store chains,
hospitals, nursing homes, distribution centers, manufacturing facilities, and
corporate offices. SpectraLink sells its systems in the United States, Canada,
and Mexico through its direct sales force, telecommunications equipment
distributors, and certain specialty dealers. In the future, the Company may
consider selling its systems in other countries outside the United States which
permit operation in the 902-928 MHz band using spread spectrum radio
transmissions. The Company has no current plans to market its systems in Asia or
Europe.
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
8
<PAGE> 10
rapid growth has required the Company 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. Expansion of
the Company's operations may cause a significant strain on the Company's
management, financial and other resources. The inability of the Company to
manage additional growth, should it occur, could have a material adverse effect
on the Company's business, financial condition and results of operations.
9
<PAGE> 11
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>
YEARS ENDED DECEMBER 31,
----------------------------------
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales ....................................................... 100.0% 100.0% 100.0%
Cost of sales ................................................... 45.9 38.5 48.2
------- ------- -------
Gross profit .................................................... 54.1 61.5 51.8
Operating expenses:
Research and development ...................................... 12.6 14.3 11.6
Marketing and selling ......................................... 41.2 32.9 27.8
General and administrative .................................... 7.8 7.4 6.0
------- ------- -------
Total operating expenses ........................................ 61.6 54.6 45.3
------- ------- -------
(Loss) income from operations ................................... (7.6) 6.9 6.4
Investment income and other, net ................................ 5.5 5.6 1.0
------- ------- -------
(Loss) income before income taxes ............................... (2.0) 12.5 7.4
Income tax expense .............................................. -- 0.6 0.3
------- ------- -------
Net (loss) income ............................................... (2.0%) 11.9% 7.1%
======= ======== =======
</TABLE>
FISCAL YEARS ENDED DECEMBER 31, 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 29% to $27,785,000 in 1997 from $21,491,000 in 1996. This increase
was predominantly due to the growing acceptance of SpectraLink systems in the
marketplace.
Gross Profit. The Company's cost of sales consists primarily of direct material,
direct labor, service expenses and manufacturing overhead. Gross profit
increased by 14% to $15,018,000 in 1997 from $13,225,000 in 1996. The Company's
gross profit margin (gross profit as a percentage of net sales) decreased to
54.1% in 1997 from 61.5% in 1996. The decrease in gross profit margin was
primarily due to (i) lower pricing to customers associated with volume orders,
(ii) costs associated with the introduction of new products and (iii) increased
service, installation, and warranty costs.
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 14% to $3,506,000 in 1997 from $3,073,000 in 1996,
representing 12.6% and 14.3%, respectively, of net sales. Research and
development expenses in both 1996 and 1997 were associated with new product
development, improvements to existing products, and manufacturing process
improvements.
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 62% to $11,458,000
in 1997 from $7,073,000 in 1996, representing 41.2% and 32.9%, respectively, of
net sales. These increases in both dollar expense and percent of sales were
primarily due to adding sales and marketing personnel to increase sales and
market penetration.
General and Administrative. General and administrative expenses consist
primarily of salaries and other expenses for management, finance, accounting,
contract administration, order processing, investor relations, and human
resources as well as legal and other professional services. General and
administrative expenses increased by 35% to $2,154,000 in 1997 from $1,590,000
in 1996, representing 7.8% and 7.4%, respectively, of net sales. The increase
was primarily associated with the higher volume of production and sales, and the
expense of being a public company for a full year.
10
<PAGE> 12
Investment Income and Other (Net). Investment income is the result of the
Company's investment in money market, investment-grade debt securities, and
government securities. Other income is generated primarily from purchase
discounts. The increase in this category from 1996 to 1997 was primarily due to
interest income from investment activities for all of 1997 compared to only
seven months for 1996.
Income Tax. As of December 31, 1997, the Company had total net operating loss
carryforwards of $7,974,000 and approximately $1,000,000 of research and
development and alternative minimum tax credit carryforwards available to offset
future federal taxable income and liabilities. The tax credit and net operating
loss carryforwards expire between 2007 and 2012 and are subject to examination
by the tax authorities. The Company's tax provision in 1996 consists of an
accrual for state and federal minimum taxes.
The Company's operating expenses are based in part on its expectations of future
sales, and the Company's expense levels are generally determined 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.
FISCAL YEARS ENDED DECEMBER 31, 1996 AND 1995
Net Sales. The Company derives its revenue principally from the sale,
installation and service of wireless, on-premises telephone systems. Net sales
increased by 29% to $21,491,000 in 1996 from $16,676,000 in 1995. This increase
was predominantly due to the growing acceptance of SpectraLink systems in the
marketplace.
Gross Profit. The Company's cost of sales consists primarily of direct material,
direct labor, service expenses and manufacturing overhead. Gross profit
increased by 53% to $13,225,000 in 1996 from $8,631,000 in 1995. The Company's
gross profit margin (gross profit as a percentage of net sales) increased to
61.5% in 1996 from 51.8% in 1995. The increase in gross profit margin was
primarily due to decreasing unit material, labor, and overhead costs. The lower
unit material costs were due to improved pricing and quantity discounts. The
lower unit labor costs were due to an improved manufacturing process resulting
in better through-put per direct labor hour. The lower unit overhead costs were
primarily a result of increased volume. Unit service costs improved for both
periods as a result of product design and process improvements.
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 59% to $3,073,000 in 1996 from $1,930,000 in 1995,
representing 14.3% and 11.6%, respectively, of net sales. Research and
development expenses in 1995 were associated with the introduction of a new
generation of Pocket Telephone and the Series 150 system. In 1996 the Company's
research and development efforts were concentrated primarily on new product
development, improvements to existing products, and manufacturing process
improvements.
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 53% to $7,073,000
in 1996 from $4,628,000 in 1995, representing 32.9% and 27.8%, respectively, of
net sales. The increase in dollar expense was primarily due to adding sales and
marketing personnel to increase sales.
General and Administrative. General and administrative expenses consist
primarily of salaries and other expenses for management, finance, accounting,
contract administration, order processing, investor relations, and human
resources as well as legal and other professional services. General and
administrative expenses increased by 59% to $1,590,000 in 1996 from $1,000,000
in 1995, representing 7.4% and 6.0%, respectively, of net sales. The increase in
expense was primarily associated with becoming a public company and with the
higher volume of production and sales.
Investment Income and Other (Net). Investment income is the result of the
Company's investment in money market, investment-grade debt securities, and
government securities. Other income is generated primarily from purchase
discounts. The increase in this category from 1995 to 1996 was primarily due to
interest income from investment activities associated with net proceeds of
approximately $27 million dollars from the public offering completed in May
1996.
11
<PAGE> 13
Income Tax. The Company's tax provision in 1995 consists of an accrual for state
and federal minimum taxes. The Company's tax provision in 1996 consists
primarily of an accrual for state and federal alternative minimum taxes
estimated at 5% of income before taxes.
12
<PAGE> 14
LIQUIDITY AND CAPITAL RESOURCES
Operating activities used net cash of $2,205,000 in 1997. From December 31,
1996 to December 31, 1997, accounts receivable increased $3,278,000 while
inventory increased $1,132,000. The increase in accounts receivable was
primarily due to higher 1997 net sales, as compared to the corresponding period
in 1996. The increase in inventory was required to support the higher 1997 net
sales. Investing activities in 1997 consisted of $2,008,000 for office furniture
acquisitions, leasehold improvements, and equipment mainly for engineering and
manufacturing. Purchases of investments were $16,900,000 in 1997. Investments of
$20,000,000 matured in 1997. Financing activities in 1997 included proceeds from
the issuance of stock under the provisions of the Employee Stock Purchase Plan
of $462,000, and issuance of common stock of $44,000 from the exercise of
incentive stock options. In 1997, the final capital lease obligations of $31,000
were paid and the lease equipment was purchased for $72,000. On February 26,
1997, the Board of Directors authorized the Company to buy back up to 500,000
shares of the Company's common stock. As of December 31, 1997 the Company had
purchased 288,500 shares of common stock at an aggregate purchase price of
$1,024,000.
As of December 31, 1997, the Company had working capital of $27,903,000
compared to $28,813,000 as of December 31, 1996. Working capital as of December
31, 1997 included $18,654,000, $7,671,000 and $4,766,000 in cash and short term
investments, accounts receivable and inventory, respectively. As of December 31,
1997, the Company's current ratio (ratio of current assets to current
liabilities) was 8.5:1, compared with a current ratio of 15.7:1 as of December
31, 1996.
The Company believes that its current cash, cash equivalents and
investments (including investments in government securities with maturities
greater than one year and therefore classified as long term assets), and cash
generated from operations will be sufficient, based on the Company's presently
anticipated needs, to fund necessary capital expenditures, to provide adequate
working capital and to finance the Company's expansion for the foreseeable
future. There can be no assurance, however, that the Company will not require
additional financing. There can be no assurance that any additional financing
will be available to the Company on acceptable terms, or at all, when required
by the Company. If additional funds are raised by issuing equity securities,
further dilution to the existing stockholders will result. If adequate funds are
not available, the Company may be required to delay, scale back or eliminate one
or more of its research and development or manufacturing programs or obtain
funds through arrangements that may require the Company to relinquish rights to
certain of its technologies or potential products or other assets that the
Company would not otherwise relinquish. Accordingly, the inability to obtain
such financing could have a material adverse effect on the Company's business,
financial condition and results of operations.
YEAR 2000 COMPLIANCE
Many existing computer systems, applications software, and other control
devices, rely on only two digits to identify the year, without considering the
impact of the upcoming change in the century. As a result, such systems and
applications could fail or create erroneous results unless corrected so that
they can process data related to the year 2000. The Company relies on its
systems, applications and devices in operating and monitoring all major aspects
of its business, including financial systems (such as general ledger and
accounts payable modules), customer service, manufacturing, infrastructure,
embedded computer chips, networks, telecommunications equipment and end
products. The Company also relies, directly or indirectly, on the external
systems, software and devices of business enterprises such as customers,
suppliers, creditors, financial organizations, consultants, and governmental
entities, both domestic and international, for accurate exchange of data. The
Company's current estimate is that the costs associated with the year 2000
issue, and the consequences of incomplete or untimely resolution of the year
2000 issue, will not have a material adverse effect on the results of operations
or financial position of the Company in any given year. However, in addressing
the year 2000 impact on internal systems, applications and devices, the Company
has relied upon representations from its various suppliers and no assurances can
be given that additional year 2000 issues will not arise. In addition, even if
the Company's internal systems, applications and devices are not materially
affected by the year 2000 issue, the Company could still be adversely affected
through disruptions in the operations of other enterprises with which the
Company interacts.
13
<PAGE> 15
INITIAL PUBLIC OFFERING
On May 1, 1996, the Company received $24,924,000 in proceeds from a
public offering of 3,350,000 shares of common stock. Of the proceeds,
approximately $939,000 were used to cover the expenses of the initial public
offering and an additional $610,000 to pay off the equipment purchase line of
credit and the note payable to lessor. The remaining funds were invested in
investment-grade debt securities. Concurrent with the closing of the offering,
(i) all outstanding shares of preferred stock were automatically converted to
common stock at a ratio of one share of preferred stock to one and a half shares
of common stock and (ii) all outstanding warrants converted into shares of
common stock. On May 20, 1996, the IPO underwriters exercised their option to
purchase an additional 455,100 shares from the Company for $3,386,000; the
Company also invested these proceeds in investment-grade securities.
OTHER
FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report on Form 10-KSB 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 distributors 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) other factors over which the Company has little or no
control, and (xv) 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.
14
<PAGE> 16
ITEM 7. FINANCIAL STATEMENTS.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Arthur Andersen LLP, Independent Public Accountants F - 1
Balance Sheets as of December 31, 1997 and 1996 F - 2
Statements of Operations for the Years Ended December 31, 1997, 1996 and 1995 F - 3
Statements of Stockholders' Equity for the Years Ended December 31, 1997, 1996 and 1995 F - 4
Statements of Cash Flows for the Years Ended December 31, 1997, 1996 and 1995 F - 5
Notes to Financial Statements F - 6
</TABLE>
15
<PAGE> 17
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To SpectraLink Corporation:
We have audited the accompanying balance sheets of SPECTRALINK
CORPORATION (a Delaware corporation) as of December 31, 1997 and 1996, and the
related statements of operations, stockholders' equity and cash flows for each
of the three years in the period ended December 31, 1997. 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 generally accepted auditing
standards. 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 financial statements referred to above present
fairly, in all material respects, the financial position of SpectraLink
Corporation as of December 31, 1997 and 1996, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1997 in conformity with generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado,
February 2, 1998.
F-1
<PAGE> 18
SPECTRALINK CORPORATION
BALANCE SHEETS
(IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
As of December 31,
----------------------
1997 1996
-------- --------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 5,674 $ 7,334
Short-term investments 12,980 14,960
Trade accounts receivable, net of allowance of
$354 and $315, respectively
7,671 4,393
Inventory 4,766 3,634
Other 554 452
-------- --------
Total current assets 31,645 30,773
-------- --------
INVESTMENTS IN GOVERNMENT SECURITIES 6,944 8,016
PROPERTY AND EQUIPMENT, at cost:
Furniture and fixtures 1,200 731
Equipment 3,203 2,308
Leasehold improvements 580 255
-------- --------
4,983 3,294
Less - Accumulated depreciation (2,355) (1,673)
-------- --------
Net property and equipment 2,628 1,621
-------- --------
OTHER 82 54
-------- --------
TOTAL ASSETS $ 41,299 $ 40,464
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 492 $ 358
Accrued payroll, commissions, and employee benefits 1,168 552
Accrued sales and use tax 358 231
Accrued warranty expenses 531 314
Other accrued expenses 141 205
Deferred revenue 1,052 269
Current portion of long-term debt -- 31
-------- --------
Total current liabilities 3,742 1,960
LONG-TERM LIABILITIES 131 --
-------- --------
Total liabilities 3,873 1,960
-------- --------
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDERS' EQUITY (Note 4):
Common stock, $.01 par value; 50,000 shares authorized; 19,419 and
19,145 shares issued, respectively, and 19,130 and 19,145 194 191
outstanding, respectively
Additional paid-in capital 48,803 48,300
Accumulated deficit (10,547) (9,987)
Treasury stock, at cost (1,024) --
-------- --------
TOTAL STOCKHOLDERS' EQUITY 37,426 38,504
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 41,299 $ 40,464
======== ========
</TABLE>
The accompanying notes to financial statements are an
integral part of these balance sheets.
F-2
<PAGE> 19
SPECTRALINK CORPORATION
STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
NET SALES $ 27,785 $ 21,491 $ 16,676
COST OF SALES 12,767 8,266 8,045
-------- -------- --------
Gross profit 15,018 13,225 8,631
OPERATING EXPENSES:
Research and development 3,506 3,073 1,930
Marketing and selling 11,458 7,073 4,628
General and administrative 2,154 1,590 1,000
-------- -------- --------
Total operating expenses 17,118 11,736 7,558
-------- -------- --------
(LOSS) INCOME FROM OPERATIONS (2,100) 1,489 1,073
INVESTMENT INCOME AND OTHER, net 1,536 1,197 163
-------- -------- --------
(LOSS) INCOME BEFORE INCOME TAXES (564) 2,686 1,236
INCOME TAX (BENEFIT) EXPENSE (4) 134 57
-------- -------- --------
NET (LOSS) INCOME $ (560) $ 2,552 $ 1,179
======== ======== ========
BASIC (LOSS) EARNINGS PER SHARE (Note 2) $ (0.03) $ 0.18 $ 0.32
======== ======== ========
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING 19,120 14,120 3,700
======== ======== ========
DILUTED (LOSS) EARNINGS PER SHARE (Note 2) $ (0.03) $ 0.14 $ 0.08
======== ======== ========
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 19,120 18,560 15,320
======== ======== ========
</TABLE>
The accompanying notes to financial statements are an integral
part of these statements.
F-3
<PAGE> 20
SPECTRALINK CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
Additional
Paid-in Accumulated
Common Stock Preferred Stock Treasury Stock Capital Deficit
----------------- ----------------- ------------------
Shares Amount Shares Amount Shares Amount
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCES, DECEMBER 31, 1994 3,576 $ 36 7,349 $ 74 -- $ -- $ 20,029 $(13,718)
Exercise of incentive stock options 147 1 -- -- -- -- 22 --
Sale of restricted common stock to
related party (Note 7) 50 1 -- -- -- -- 99 --
Exercise of warrants -- -- 41 -- -- -- 150 --
Issuance of Series E preferred
stock to related party on July 28,
1995 and September 5, 1995 for cash
at $5.00 per share (Note 7) -- -- 25 1 -- -- 124 --
Subsidized rent from related party -- -- -- -- -- -- 6 --
Net income -- -- -- -- -- -- -- 1,179
------ ------ ------ ------ ------ ------ ------- --------
BALANCES, DECEMBER 31, 1995 3,773 38 7,415 75 -- -- 20,430 (12,539)
Exercise of incentive stock options 232 2 -- -- -- -- 80 --
Conversion of preferred stock 11,130 111 (7,415) (75) -- -- (36) --
Proceeds from sales of common
stock pursuant to Employee Stock
Purchase Plan 205 2 -- -- -- -- 493 --
Net proceeds from sale of common
stock in initial public offering
(net of offering costs of $939) 3,805 38 -- -- -- -- 27,333 --
Net income -- -- -- -- -- -- -- 2,552
------ ------ ------ ------ ------ ------ ------- --------
BALANCES, DECEMBER 31, 1996 19,145 191 -- -- -- -- 48,300 (9,987)
Exercise of incentive stock options 76 1 -- -- -- -- 43 --
Proceeds from sales of common
stock pursuant to Employee Stock
Purchase Plan 198 2 -- -- -- -- 460 --
Net loss -- -- -- -- -- -- -- (560)
Purchase of treasury stock -- -- -- -- (289) (1,024) -- --
====== ====== ====== ====== ====== ======= ======= ========
BALANCES, DECEMBER 31, 1997 19,419 $ 194 -- $ -- (289) $(1,024) $48,803 $(10,547)
====== ====== ====== ====== ====== ======= ======= ========
</TABLE>
The accompanying notes to financial statements are an
integral part of these statements.
F-4
<PAGE> 21
SPECTRALINK CORPORATION
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (560) $ 2,552 $ 1,179
Adjustments to reconcile net (loss) income to net cash (used in) provided by
operating activities:
Depreciation and amortization 978 656 389
Amortization of discount/premium on investments in
debt securities (48) (233) --
Loss (gain) on disposal of assets 21 (31) (8)
Subsidized rent from related party -- -- 6
Changes in assets and liabilities --
Increase in accounts receivable, net (3,278) (108) (1,489)
Increase in inventory (1,132) (1,395) (718)
Increase in other assets (130) (339) (11)
Increase (decrease) in accounts payable 134 (70) (156)
Increase in other accrued liabilities and deferred revenue 1,810 414 380
-------- -------- --------
Net cash (used in) provided by operating activities (2,205) 1,446 (428)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (2,008) (1,224) (899)
Proceeds from disposal of property and equipment 2 60 9
Purchases of investments, at cost (16,900) (28,744) (499)
Maturity of investments 20,000 6,525 2,751
-------- -------- --------
Net cash provided by (used in) investing activities 1,094 (23,383) 1,362
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit and notes payable -- 275 336
Repayments on line of credit and notes payable -- (610) (2)
Payments on capital lease obligations (31) (71) (77)
Purchase of treasury stock (1,024) -- --
Proceeds from issuance of preferred stock -- -- 125
Proceeds from issuance of restricted common stock -- -- 100
Proceeds from exercise of preferred stock warrants -- -- 150
Proceeds from exercise of incentive common stock options 44 82 23
Proceeds from issuance of common stock, net of expenses 462 27,866 --
-------- -------- --------
Net cash (used in) provided by financing activities (549) 27,542 655
-------- -------- --------
(DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS (1,660) 5,605 1,589
CASH AND CASH EQUIVALENTS, beginning of year 7,334 1,729 140
-------- -------- --------
CASH AND CASH EQUIVALENTS, end of year $ 5,674 $ 7,334 $ 1,729
======== ======== ========
NONCASH TRANSACTIONS:
In May 1996, 7,415 shares of Series A, B, C, D, and E voting convertible
preferred stock and 4 Series C warrants were converted into 11,130 shares of
common stock
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 1 $ 28 $ 13
======== ======== ========
Cash paid for income taxes $ 28 $ 143 $ 15
======== ======== ========
</TABLE>
The accompanying notes to financial statements are an
integral part of these statements
F-5
<PAGE> 22
SPECTRALINK CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
(1) ORGANIZATION AND BUSINESS
SpectraLink Corporation (the "Company") was incorporated in Colorado on
April 25, 1990, and subsequently reincorporated in Delaware effective on March
1, 1996, to develop and market wireless business communications systems. The
Company grants credit to its customers, who are primarily (i) end-users such as
retail store chains, hospitals and other healthcare related entities, as well as
industrial concerns, and (ii) distributors in the telecommunications industry
who resell the product. The vast majority of customers are located in the United
States.
(2) SIGNIFICANT ACCOUNTING POLICIES
Cash Equivalents
For purposes of the statements of cash flows, the Company considers all
highly liquid instruments purchased with original maturity dates of 90 days or
less to be cash equivalents.
Short-term Investments and Investments in Government Securities
Short-term investments and investments in government securities consist
of U.S. Government or U.S. Government Agency notes as well as corporate
commercial paper. The Company has classified these investments as
held-to-maturity securities. As such, these investments are stated at amortized
cost at December 31, 1997 and 1996. Following is information related to these
investments:
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
------------------------------
1997 1996
---- ----
Commercial Paper: (IN THOUSANDS)
<S> <C> <C>
Fair value $ 967 $ 988
Gross unrealized holding gains -- --
Gross unrealized holding losses 1 5
Amortized cost 968 993
U.S. Government and Agency Obligations:
Fair value 18,969 22,017
Gross unrealized holding gains 16 38
Gross unrealized holding losses 4 4
Amortized cost 18,956 21,983
</TABLE>
No investments were sold prior to maturity in 1997 or 1996. The
contractual maturity of the held-to-maturity investments as of December 31,
1997, ranges from one month to two years.
Concentrations of Credit Risk
The Company's revenues generally are concentrated among customers in
the healthcare and retail industries. The Company establishes an allowance for
uncollectible accounts based upon factors surrounding the credit risk of
specific customers, historical trends and other information.
Inventory
Inventory includes the cost of raw materials, direct labor and
manufacturing overhead, and is stated at the lower of cost (first-in, first-out)
or market. Inventories at December 31, 1997 and 1996 consisted of the following:
<TABLE>
<CAPTION>
1997 1996
---- ----
(IN THOUSANDS)
<S> <C> <C>
Raw materials $ 2,529 $1,674
Work in progress 57 5
Finished goods 2,180 1,955
------- ------
$ 4,766 $3,634
------- ------
</TABLE>
F-6
<PAGE> 23
Depreciation and Amortization
Depreciation is provided using the straight-line method over estimated
useful lives of one to ten years for property and equipment. Amortization of
leasehold improvements is provided over the shorter of the estimated useful life
of the improvements or the remaining term of the related lease.
Research and Development Costs
Research and development costs are expensed as incurred. These costs
consist primarily of salaries, parts, supplies and contract services.
Revenue Recognition
Sales revenue is recorded on transfer of title which is generally upon
shipment of product or customer acceptance if that is a condition of the
contract. Revenue from service agreements is recorded as deferred revenue when
paid by the customer and recognized as revenue over the lives of the respective
agreements.
Income Taxes
Deferred income tax assets and liabilities are recorded for the
expected future income tax consequences based on enacted tax laws of temporary
differences between the financial reporting and tax bases of assets, liabilities
and operating loss and tax credit carryforwards. The overall change in deferred
tax assets and liabilities for the period measures the deferred tax expense for
that period. Effects of changes in enacted tax laws on deferred tax assets and
liabilities are reflected as adjustments to tax expense in the period of
enactment. Deferred tax assets may be reduced, if deemed necessary based on a
judgmental assessment of available evidence, by a valuation allowance for the
amount of any tax benefits which are more likely, based on current
circumstances, not expected to be realized (see Note 5).
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 1996 and 1995 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. Pursuant to
Securities and Exchange Commission Staff Accounting Bulletin No. 98, potentially
dilutive securities issued by the Company at prices below the assumed public
offering price during the twelve month period prior to the proposed offering
date have been included in the calculation for the year ended December 31, 1995
only if the exercise price exceeded the average fair market value of the
Company's common stock.
<TABLE>
<CAPTION>
Years ending December 31,
(In thousands, except per share amounts)
--------------------------------------------------------------------------------------------------
1997 1996 1995
------------------------------- ------------------------------- ----------------------------
Loss Shares Per Share Income Shares Per Share Income Shares Per Share
---- ------ --------- ------ ------ --------- ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Basic EPS--- $ (560) 19,120 $ (0.03) $ 2,552 14,120 $ 0.18 3,700 $ 0.32
Effect of dilutive securities -- $1,179
Convertible preferred stock -- 3,560 11,025
Warrants -- -- 5
Stock purchase plan -- 60 --
Stock options outstanding 820 590
------ ------- ------- ------- ------- ------- ------- ------- --------
Diluted EPS--- $ (560) 19,120 $ (0.03) $ 2,552 18,560 $ 0.14 $ 1,179 15,320 $ 0.08
====== ======= ======= ======= ======= ======= ======= ======= ========
</TABLE>
Assumed conversions of approximately 610,00 shares were not included in the
calculation for diluted EPS in 1997 as they would have been anti-dilutive.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. Such estimates and assumptions affect the reported amounts of
assets and liabilities as well as disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
F-7
<PAGE> 24
Impairment of Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable from future undiscounted cash flows. Impairment losses
are recorded for the difference between the carrying value and fair value of the
long-lived asset.
Stock-Based Compensation Plans
The Company accounts for its stock-based compensation plans under
Accounting Principles Board Opinion No. 25 ("APB No. 25"), "Accounting for Stock
Issued to Employees". The Company follows the disclosure-only provisions of
Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting
for Stock-Based Compensation". SFAS 123 defines a fair value based method of
accounting for stock options and similar equity instruments. However, it also
allows an entity to continue to measure compensation cost using the intrinsic
value-based method of accounting prescribed by APB No. 25. SFAS 123 requires
that companies which do not choose to account for stock-based compensation as
prescribed by the statement, shall disclose the pro forma effects on net income
(loss) and earnings (loss) per share as if the fair value-based accounting
method of SFAS 123 had been applied. Additionally, certain other disclosures are
required with respect to stock compensation and the assumptions used to
determine the pro forma effects of SFAS 123 (see Note 4).
New Statements of Financial Accounting Standards
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive Income". SFAS 130 establishes standards for reporting and display
of comprehensive income and its components (revenues, gains, and losses) in a
full set of general-purpose financial statements. SFAS 130 requires that all
items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. This statement
is effective for fiscal years beginning after December 15, 1997.
Reclassification of financial statements for earlier periods provided for
comparative purposes is required.
In June 1997, the FASB issued Statement of Financial Accounting
Standard No. 131 ("SFAS 131"), "Disclosures About Segments of an Enterprise and
Related Information", which supersedes Statement of Financial Accounting
Standards No. 14, "Financial Reporting for Segments of a Business Enterprise".
SFAS 131 establishes standards for the way that public business enterprises
report information about operating segments in annual financial statements and
requires that those enterprises report selected information about operating
segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas, and major customers. This statement is effective for financial
statements for periods beginning after December 15, 1997. In the initial year of
application comparative information for earlier years is to be restated. SFAS
131 may require certain disclosures to be made by the Company, if applicable.
Reclassifications
Certain prior year balances have been reclassified to conform to the
current year presentation.
(3) LONG-TERM DEBT
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
---------------------
1997 1996
---- ----
(IN THOUSANDS)
<S> <C> <C>
Capital lease obligations on leases to finance equipment, matured
June 1997. Collateralized by the related equipment with a net
book value of $33,000 at December 31, 1996. -- 31
------ ------
-- 31
Less--current portion -- (31)
------ ------
$ -- $ --
====== ======
</TABLE>
(4) STOCKHOLDERS' EQUITY
Common Stock
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.
The Company purchased 288,500 shares of common stock in 1997.
F-8
<PAGE> 25
Convertible Preferred Stock
At December 31, 1995, the Company had outstanding 2,100,000 shares of
Series A convertible preferred stock, 2,333,333 shares of Series B convertible
preferred stock, 1,407,102 shares of Series C convertible preferred stock,
1,550,388 shares of Series D convertible preferred stock, and 25,000 shares of
Series E convertible preferred stock.
Each share of Series A, B, C, D and E preferred stock was convertible
into 1.5 shares of the Company's common stock at the option of the shareholder.
Each share of Series A, B, C, D and E preferred stock was converted into common
stock upon completion of a public offering of the Company's common stock in May
1996.
Warrants
In connection with the issuance of notes payable to certain
shareholders in 1992, warrants to purchase 40,982 shares of the Company's Series
C preferred stock were issued. The warrants were exercised at $3.66 per share in
1995.
In connection with a lease financing in 1993, warrants to purchase
5,750 shares of the Company's Series C preferred stock were issued to the
lessor. The warrants were exercised at $3.66 per share in 1996.
Stock Option Plan
Effective June 7, 1990, the Company adopted a Stock Option Plan (the
"Plan") to provide key employees, consultants and directors, options to purchase
up to 1,500,000 shares of common stock of the Company. Effective July 25, 1995,
the number of shares of common stock of the Company reserved for options was
increased to 3,000,000 shares. Effective May 1, 1997, the number of shares of
common stock of the Company reserved for options was increased to 4,000,000
shares.
Under the terms of the Plan, the board of directors may grant key
employees, consultants and directors either nonqualified or incentive stock
options, as defined by the Internal Revenue Service. The purchase price per
share of a nonqualified stock option will not be less than 85% of the fair
market value of each share at the time of grant. The purchase price per share of
an incentive stock option will not be less than 100% of the fair market value of
each share at the time of grant. If the grantee of an incentive stock option
owns more than 10% of the total combined voting power of all classes of stock on
the date of grant, the purchase price will be at least 110% of the fair market
value of the shares at the date of grant. Options granted under the Plan are
exercisable up to 8 years from the date of the grant or 5 years from the date of
the grant for a holder of 10% or greater of the Company's stock.
Options granted become exercisable at a rate of 25% after 12 months
from the date of grant and ratably per month thereafter, conditioned upon
continued employment. Full vesting occurs after 48 months from the date of
grant. A summary of activity of the Plan for the years ended December 31, 1995,
1996 and 1997, is as follows:
<TABLE>
<CAPTION>
NON-QUALIFIED STOCK OPTIONS INCENTIVE STOCK OPTIONS
---------------------------------- -------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES
---------------- ----------------------------
OFFICERS AND WEIGHTED AVERAGE WEIGHTED AVERAGE
CONSULTANTS EXERCISE PRICE OFFICERS EMPLOYEES EXERCISE PRICE
----------- -------------- -------- --------- --------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Outstanding at December 31, 1994 -- $ -- 63 702 $ 0.20
Granted 112 3.29 415 194 2.61
Canceled -- -- -- (20) 1.44
Exercised -- -- (17) (130) 0.16
------------- ------------- ------------- ------------- -------------
Outstanding at December 31, 1995 112 3.29 461 746 1.40
Granted -- -- -- 208 5.32
Canceled -- -- -- (24) 2.61
Exercised -- -- -- (232) 0.35
------------- ------------- ------------- ------------- -------------
Outstanding at December 31, 1996 112 3.29 461 698 2.29
Granted 253 3.90 287 227 3.85
Canceled (3) 3.75 (70) (75) 3.83
Exercised -- -- -- (76) 0.59
------------- ------------- ------------- ------------- ------------
Outstanding at December 31, 1997 362 $ 3.71 678 774 $ 2.77
============= ============= ============= ============= =============
Exercisable at December 31, 1997 60 $ 3.27 277 405 $ 1.74
============= ============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Weighted average fair value of options granted during the year,
pursuant to SFAS 123 $2.08 $2.49 $1.31
</TABLE>
F-9
<PAGE> 26
A summary of additional information related to the options outstanding as of
December 31, 1997 is as follows:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
------------------------------------------------------ -----------------------------------
Number Weighted Number
Outstanding at Average Weighted Exercisable Weighted
Range of 12/31/97 Remaining Average at 12/31/97 Average
Exercise Prices (in thousands) Contractual Life Exercise Price (in thousands) Exercise Price
- ----------------- -------------- ---------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
$0.07 68 0.9 years $0.07 68 $0.07
$0.20 140 1.8 years $0.20 140 $0.20
$0.24 - $0.30 73 3.9 years $0.28 67 $0.27
$0.60 51 4.8 years $0.60 39 $0.60
$2.00 - $3.00 388 5.8 years $2.36 237 $2.26
$3.25 - $3.50 295 4.8 years $3.42 151 $3.42
$3.56 - $5.25 745 7.4 years $3.92 18 $4.44
$6.00 - $8.63 54 6.3 years $8.24 22 $8.19
-------- --------
Total 1,814 5.7 years $2.96 742 $1.86
======== ========
</TABLE>
For SFAS 123 purposes, the fair value of each option grant is estimated
as of the date of grant using the Black-Scholes option pricing model with the
following weighted average assumptions used for grants in 1997, 1996 and 1995,
respectively: risk-free interest rates of 6.1%, 6.0% and 6.1%; no expected
dividend yields; expected lives of 3.8 years, 3.8 years and 4.3 years; and
expected volatility of 68%, 55% and 55%.
Employee Stock Purchase Plan
Effective November 1, 1995, the Company adopted an Employee Stock
Purchase Plan (the "Stock Purchase Plan") covering a maximum of 250,000 shares
of the Company's common stock. In December 1996, the Board of Directors of the
Company amended the Stock Purchase Plan to increase the authorized shares
available for issue to 500,000 shares, which was approved by shareholders in May
1997. Subject to certain maximum stock ownership restrictions, employees are
eligible to participate in the Stock Purchase Plan if employed by the Company at
the beginning of each offering period, on a full-time or part-time basis, and
regularly scheduled to work more than 20 hours per week. Participating employees
may have up to 10% of their base pay in effect at the commencement of each
offering period withheld pursuant to the Stock Purchase Plan. Common stock
purchased under the Stock Purchase Plan will be equal to 85% of the lower of the
fair market value on the commencement date or termination date of each offering
period (usually six months). Under the Stock Purchase Plan, the Company sold to
employees 198,348 shares in 1997, 204,977 shares in 1996 and no shares in 1995.
The fair value of each purchase right is estimated, for disclosure purposes, on
the date of grant using the Black-Scholes model with the following assumptions
for 1997 and 1996: no dividend yield; an expected life of six months (eight
months for the initial offering period ended June 30, 1996); expected volatility
of 68% and 55%, respectively; and a risk free interest rate of 5.13% and 5.26%,
respectively. The weighted average fair value of the right to purchase those
shares in 1997 and 1996 was $.95 and $1.69 per share, respectively.
Pro Forma Disclosure of Stock-Based Compensation
Using these assumptions, the fair value of the stock options granted in
1997, 1996 and 1995 was approximately $1,596,000, $518,000 and $947,000,
respectively, which would be amortized as compensation expense over the graded
vesting period of the options. Pro forma stock-based compensation expense for
stock options, net of the effect of forfeitures, was $721,000, $487,000 and
$166,000 in 1997, 1996 and 1995, respectively, and for the Stock Purchase Plan
was $189,000, $318,000 and $28,000 in 1997, 1996 and 1995, respectively. If
compensation cost had been determined consistent with SFAS 123, utilizing the
assumptions detailed above, the Company's net income (loss) and diluted earnings
(loss) per share would have been reduced (increased) to the following pro forma
amounts (in thousands, except per share data):
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Net (loss) income
As reported $ (560) $ 2,552 $ 1,179
Pro forma $ (1,470) $ 1,747 $ 985
Diluted (loss) earnings per share
As reported $ (.03) $ .14 $ .08
Pro forma $ (.08) $ .09 $ .07
</TABLE>
Weighted average shares used to calculate pro forma diluted earnings
(loss) per share were determined as described in Note 2, except in applying the
treasury stock method to outstanding options, net proceeds assumed received upon
exercise were increased by the amount of compensation cost attributable to
future service periods and not yet recognized as pro forma expense.
Because the SFAS 123 method of accounting has not been applied to
options granted prior to January 1, 1995, the resulting pro forma compensation
cost may not be representative of that to be expected in future years.
F-10
<PAGE> 27
(5) INCOME TAXES
The provision benefit for income taxes for the years ended December 31,
1997, 1996 and 1995, is as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1997 1996 1995
---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
Federal $ -- $ 63 $ 35
State and local (4) 71 22
-----------------------------------------
$ (4) $ 134 $ 57
========== ========== ==========
Current $ (4) $ 134 $ 57
Deferred -- -- --
---------- ---------- ----------
$ (4) $ 134 $ 57
========== ========== ==========
</TABLE>
The following reconciles the Company's effective tax expense (benefit)
to the federal statutory expense (benefit) for the years ended December 31,
1997, 1996 and 1995:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1997 1996 1995
---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
Income tax expense (benefit) per federal statutory
rate (34%) $ (192) $ 913 $ 422
Alternative minimum tax -- 63 --
State income taxes (22) 47 15
Permanent differences and other (96) (1) 101
Increase (reduction) of valuation allowance 306 (888) (481)
---------- ---------- ----------
$ (4) $ 134 $ 57
========== ========== ==========
</TABLE>
For federal income tax reporting purposes, at December 31, 1997, the
Company has approximately $7,974,000 of net operating loss carryforwards,
approximately $920,000 of research and development tax credit carryforwards and
approximately $80,000 of alternative minimum tax credit carryforwards available
to offset future federal taxable income and liabilities, respectively. The tax
credit and net operating loss carryforwards expire between 2007 and 2012 and are
subject to examination by the tax authorities.
The Tax Reform Act of 1986 contains provisions which may limit the net
operating loss carryovers available to be used in any given year upon the
occurrence of certain events, including significant changes in ownership
interests.
The Company's deferred income taxes are summarized as follows:
<TABLE>
<CAPTION>
AS OF DECEMBER 31, AS OF DECEMBER 31,
1997 CHANGE 1996
---- ------ ----
(IN THOUSANDS)
<S> <C> <C> <C>
Current deferred tax assets (liabilities)--
Warranty reserve $ 201 $ 82 $ 119
Allowance for uncollectible accounts 135 15 120
Inventory reserve 146 7 139
Accrued vacation 141 25 116
Other 43 11 32
Less--Valuation allowance (666) (140) (526)
Long-term deferred tax assets (liabilities)--
Depreciation 230 44 186
Capital leases (108) (14) (94)
Net operating loss carryforwards 2,730 -- 2,730
Tax credit carryforwards 1,000 136 864
Less--Valuation allowance (3,852) (166) (3,686)
---------- ---------- ----------
$ -- $ -- $ --
========== ========== ==========
</TABLE>
Given the historical net losses of the Company (1995 represented the
first profitable year of the Company), management believes that the future tax
benefits as of December 31, 1997 and 1996, do not satisfy the realization
criteria set forth in Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" and has recorded a valuation allowance for the
entire net deferred tax asset.
F-11
<PAGE> 28
(6) FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is practicable to
estimate that value.
Cash and Cash Equivalents
The carrying amounts approximate fair value.
Short-Term Investments and Investments in Government Securities
The carrying amount of investments is at amortized cost (see Note 2),
and fair values are based on market prices at year-end, or for certain
investments with a short maturity, amortized cost approximates fair values.
Debt
An estimate of rates currently available to the Company for debt with
similar terms was used to determine the fair value of the Company's debt.
The carrying amounts and estimated fair values of the Company's
financial instruments are as follows:
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1997 AS OF DECEMBER 31, 1996
(IN THOUSANDS) (IN THOUSANDS)
-------------- --------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
------ ----- ------ -----
<S> <C> <C> <C> <C>
Financial Assets--
Cash and cash equivalents $ 5,674 $ 5,674 $ 7,334 $ 7,334
Short-term investments and
investments in government securities 19,924 19,936 22,976 23,005
Financial Liabilities--
Debt -- -- 31 31
</TABLE>
(7) RELATED PARTIES
During 1995, the Company sold approximately $55,000 of inventory to a
related party in exchange for equipment from that related party.
In September 1995, the Company sold 50,000 shares of restricted common
stock at $2 per share to a new director of the Company. These shares vest at a
rate of 25% after 12 months from the measurement date (July 28, 1995), and
ratably thereafter, conditioned upon continuing service on the Board of
Directors. Full vesting occurs after 48 months from the measurement date. Any
shares not vested may be repurchased, at the option of the Company, upon the
termination of service as a director. Additionally, in July and September 1995,
the Company sold 12,500 and 12,500 shares, respectively, of Series E preferred
stock to the director at $5 per share.
The Company rented office space, on a month-to-month basis, from an
affiliated company owned by one of the Company's shareholders. Total rent paid
to related parties was approximately $72,000, $65,000 and $64,000 for the years
ended December 31, 1997, 1996 and 1995, respectively. This rental agreement
ended December 31, 1997.
During 1992, the Company issued convertible notes payable in the
principal amount of $1,000,000 to certain of its shareholders. Interest on the
notes was computed at 6% and was paid to the shareholders in cash upon closing
of the sale of Series C preferred stock. The principal amount of the notes was
converted into shares of Series C preferred stock in October 1992. In connection
with the issuance of the convertible notes payable, the Company issued warrants
to purchase 40,982 shares of Series C preferred stock at $3.66 per share (see
Note 4). The warrants were converted to Series C preferred stock at $3.66 per
share during 1995.
F-12
<PAGE> 29
(8) COMMITMENTS AND CONTINGENCIES
The Company leases its facilities and certain research and office
equipment under noncancelable operating lease agreements. In October 1996, the
Company signed a lease for a new manufacturing and office facility beginning May
1997, and continuing through June 2005. Minimum future annual lease payments
under these leases as of December 31, 1997, are as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
--------------
<S> <C>
1998 $ 759
1999 640
2000 650
2001 595
2002 619
Thereafter 1,654
-------
$ 4,917
=======
</TABLE>
Total rent expense for noncancelable, cancelable and month-to-month
operating leases for the years ended December 31, 1997, 1996 and 1995 was
approximately $995,000, $465,000 and $382,000, respectively.
(9) MAJOR CUSTOMERS
The Company's sales to major customers which individually comprised
more than 10% of total net sales for the years ended December 31, 1997, 1996 and
1995 are as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Customer A 11% 7% 7%
Customer B 11% 6% 4%
Customer C 9% 19% 16%
Customer D --% 18% 5%
---------- ---------- ----------
31% 50% 32%
---------- ---------- ----------
</TABLE>
The Company's accounts receivable balances from customers in excess of 10% of
the net trade accounts receivable balance consisted of one customer with an
accounts receivable balance of approximately 12% as of December 31, 1997. There
were no customers who exceeded the 10% limit at December 31, 1996.
(10) RETIREMENT PLAN
The Company has a 401(k) Profit Sharing Plan (the "401(k) Plan") which
covers all eligible employees who have completed one month of service, as
defined in the 401(k) Plan, and are age 18 or older. Participants may defer from
2% to 15% of their compensation, as defined, up to a maximum limit determined by
law. Participants are always fully vested in their contributions.
The Company may make discretionary matching contributions up to a
maximum of 6% of each participant's compensation. Additionally, the Company may
make discretionary contributions to eligible employees in proportion to the
employee's compensation and unrelated to any employee contributions. Vesting in
the Company discretionary contributions is based on years of service, with a
participant fully vested after four years of credited service. The Company has
not made any contributions to the 401(k) Plan for the years ended December 31,
1997, 1996 and 1995.
F-13
<PAGE> 30
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
Information required to be set forth hereunder has been omitted and will
be incorporated by reference, when filed, from the Company's Proxy Statement for
its 1998 Annual Meeting of Stockholders to be held on or about May 12, 1998.
ITEM 10. EXECUTIVE COMPENSATION.
Information required to be set forth hereunder has been omitted and will
be incorporated by reference, when filed, from the Company's Proxy Statement for
its 1998 Annual Meeting of Stockholders to be held on or about May 12, 1998.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information required to be set forth hereunder has been omitted and will
be incorporated by reference, when filed, from the Company's Proxy Statement for
its 1998 Annual Meeting of Stockholders to be held on or about May 12, 1998.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required to be set forth hereunder has been omitted and will
be incorporated by reference, when filed, from the Company's Proxy Statement for
its 1998 Annual Meeting of Stockholders to be held on or about May 12, 1998.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- --------------------------------
<S> <C>
3.1 Certificate of Incorporation of the Registrant.(1)
3.2 Amended and Restated Bylaws of the Registrant.(1)
4.1 Specimen Common Stock Certificate.(1)
10.1 SpectraLink Corporation Stock Option Plan, as amended.(1)
10.2 Form of Incentive Stock Option Agreement under the Company's Stock Option Plan.(1)
10.3 Form of Non-Qualified Stock Option Agreement under the Company's Stock Option
Plan.(1)
10.4 Form of Indemnification Agreement with directors and executive officers of the
Registrant.(1)
</TABLE>
14
<PAGE> 31
<TABLE>
<S> <C>
10.5 Stock Restriction Agreement dated September 5, 1995, between the Company and
Wellington Trust.(1)
10.6 Lease Agreement dated September 29, 1995 between the Company and
Walnut Prairie Joint Venture.(1)
10.7 Form of Consultant Non-Disclosure Agreement used between the Company and
consultants.(1)
10.8 Form of Employee Non-Disclosure Agreement used between the Company and its
employees.(1)
10.9 Sublease Agreement dated May 1, 1990, between Incubix, Inc. and the Company.(1)
10.10 Lease agreement dated October 17, 1996 between the Company and Flatiron Park
Company. (2)
23.1 Consent of Arthur Andersen LLP*
27 Financial Data Schedule*
</TABLE>
- ---------------
* Filed herewith.
(1) Incorporated by reference from the Registrant's Registration
Statement on Form SB-2 (Registration No. 333-2696-D).
(2) Incorporated by reference from the Registrant's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1996
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter
of 1997.
SpectraLink, Pocket Communications System, and Pocket Telephone are trademarks
of the Company. Norstar and Meridian are registered trademarks of Northern
Telecom, Ltd., Definity and Merlin Legend are registered trademarks of Lucent
Technologies. Strata is a registered trademark of Toshiba Corporation.
15
<PAGE> 32
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SPECTRALINK CORPORATION
By: /S/ BRUCE M. HOLLAND
-----------------------------------
Bruce M. Holland,
President
Date: March 18, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/S/ BRUCE M. HOLLAND Principal Executive Officer March 18, 1998
- --------------------------------------- and Director
Bruce M. Holland
/S/ WILLIAM R. MANSFIELD Principal Financial Officer March 18, 1998
- --------------------------------------- and Principal Accounting Officer
William R. Mansfield
/S/ CARL D. CARMAN Director March 18, 1998
- ---------------------------------------
Carl D. Carman
/S/ ROBERT COHN Director March 18, 1998
- ---------------------------------------
Robert Cohn
/S/ JOHN W. JARVE Director March 18, 1998
- ---------------------------------------
John W. Jarve
/S/ BURTON J. MCMURTRY Director March 18, 1998
- ---------------------------------------
Burton J. McMurtry
/S/ F. GIBSON MYERS, JR. Director March 18, 1998
- ---------------------------------------
F. Gibson Myers, Jr.
</TABLE>
16
<PAGE> 33
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
---------------------------------------------
<S> <C>
3.1 Certificate of Incorporation of the Registrant.(1)
3.2 Amended and Restated Bylaws of the Registrant.(1)
4.1 Specimen Common Stock Certificate.(1)
10.1 SpectraLink Corporation Stock Option Plan, as amended.(1)
10.2 Form of Incentive Stock Option Agreement under the Company's Stock Option Plan.(1)
10.3 Form of Non-Qualified Stock Option Agreement under the Company's Stock Option
Plan.(1)
10.4 Form of Indemnification Agreement with directors and executive officers of the
Registrant.(1)
10.5 Stock Restriction Agreement dated September 5, 1995, between the Company and
Wellington Trust.(1)
10.6 Lease Agreement dated September 29, 1995 between the Company and
Walnut Prairie Joint Venture.(1)
10.7 Form of Consultant Non-Disclosure Agreement used between the Company and
consultants.(1)
10.8 Form of Employee Non-Disclosure Agreement used between the Company and its
employees.(1)
10.9 Sublease Agreement dated May 1, 1990, between Incubix, Inc. and the Company.(1)
10.10 Lease agreement dated October 17, 1996 between the Company and Flatiron Park
Company. (2)
23.1 Consent of Arthur Andersen LLP*
27 Financial Data Schedule*
</TABLE>
- ---------------
* Filed herewith.
(1) Incorporated by reference from the Registrant's Registration
Statement on Form SB-2 (Registration No. 333-2696-D).
(2) Incorporated by reference from the Registrant's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1996
17
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report included in this Form 10-KSB into SpectraLink
Corporation's previously filed Form S-8, File Nos. 333-4650 and 333-30225.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado,
March 18, 1998.
18
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS AS OF DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 5,674
<SECURITIES> 12,980
<RECEIVABLES> 7,671
<ALLOWANCES> 354
<INVENTORY> 4,766
<CURRENT-ASSETS> 31,645
<PP&E> 4,983
<DEPRECIATION> 2,355
<TOTAL-ASSETS> 41,299
<CURRENT-LIABILITIES> 3,742
<BONDS> 0
0
0
<COMMON> 194
<OTHER-SE> 37,232
<TOTAL-LIABILITY-AND-EQUITY> 41,299
<SALES> 27,785
<TOTAL-REVENUES> 27,785
<CGS> 12,767
<TOTAL-COSTS> 12,767
<OTHER-EXPENSES> 14,964
<LOSS-PROVISION> 58
<INTEREST-EXPENSE> 1
<INCOME-PRETAX> (564)
<INCOME-TAX> (4)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (560)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
</TABLE>
