Professional Documents
Culture Documents
WiLAN 1999 Annual Report
WiLAN 1999 Annual Report
WiLAN 1999 Annual Report
Wi-LAN Inc.
Annual Report
1 9 9 9
Corporate
Profile
Corporate Profile
Wi-LAN’s Successes in 1999 . . . . . . . . . . . . . . . 06 We believe that our technology is fundamental to the future
of wireless communications. We envision a world of limitless
Network LivingTM Series . . . . . . . . . . . . . . . . . . 09 potential, full of exciting challenges and opportunities.
Wi-LAN believes that the future of communications is
The Wireless Industry . . . . . . . . . . . . . . . . . . . 35 wireless, enabling schools, hospitals, banks, corporations,
industries, and even entire countries to augment or bypass
Wi-LAN’s Patented Technologies . . . . . . . . . . . . 37 costly wire-bound communication systems, and move into
the wireless world of 21st Century communications.
Wi-LAN’s Products . . . . . . . . . . . . . . . . . . . . . 40
Shareholder’s Meeting
Management’s Discussion & Analysis . . . . . . . . . 42
The Annual and Special Meeting of the shareholders of
Financial Statements . . . . . . . . . . . . . . . . . . . . 47 Wi-LAN Inc. will be held in the Wildrose Ballroom of the
Sheraton Suites Eau Claire Hotel, 255 Barclay Parade S.W.,
Corporate Information . . . . . . . . . . . . . . . . . . . 58 Calgary, Alberta, on the 17th day of April, 2000. The meeting
will begin at 6:00 pm. We urge all shareholders to sign and
Biographies . . . . . . . . . . . . . . . Inside Back Cover return the proxy form prior to the meeting.
Annual Report 1999 Wi-LAN Inc. 01
Highlights
Highlights
In June, Wi-LAN broke industry barriers with its launch of the Also in October, Wi-LAN announced that its common shares
TM
I.WiLL 300-24 Access Point, a high-speed 30 Mbps wireless had been approved for listing on The Toronto Stock
networking product. Targeting the demand for Fixed Wireless Exchange (TSE) under the stock symbol “WIN”. Moving to the
Access products, the I.WiLL 300-24 Access Point uses TSE will assist Wi-LAN with its international marketing reach
Wi-LAN’s patented W-OFDM technology to meet the as the Company continues to design and develop products
stringent demands of large telecommunications providers and license its technology to a variety of interested parties,
including telcos, fibrecos, cablecos, major ISPs and including chipmakers and equipment manufacturers.
integrators. The I.WiLL 300-24 Access Point operates in the
2.4 GHz band to a peak data rate of 30 Mbps in 25 MHz of Forward Looking Information
bandwidth. This wireless product holds many advantages over
copper wire landlines, including low-cost, rapid installation Certain statements in this 1999 Annual Report, other than
and scalability, which translates into rapid return on statements of historical fact, are forward-looking information
investment. It is the first offering in a family of W-OFDM that involves various risks and uncertainties. These can
based products. include, without limitation, statements based on current
expectations involving a number of risks and uncertainties
In September, Wi-LAN and Philips Semiconductors Inc. related to all aspects of the wireless data communications
announced the signing of a definitive licensing agreement. industry. These risks and uncertainties include, but are not
This agreement offers both companies many opportunities in restricted to, continued increased demand for the Company’s
the booming high-speed wireless market, with Wi-LAN products, the Company’s ability to maintain its technological
presenting Philips Semiconductors with permission to leadership in the field of high speed data communications,
develop, modify, make, and sell W-OFDM application specific the Company’s ability to attract and maintain key employees,
integrated circuits for both the IEEE 802.11a standard and the enforceability of the Company’s patents, the availability
for Wi-LAN’s use. Wi-LAN invented the technology; Philips of key components, and the additional risks and uncer-
Semiconductors is making the technology smaller and more tainties outlined in the “Risks and Uncertainties” section.
cost-effective, allowing for faster deployment.
These uncertainties may cause actual results to differ from
In October, Wi-LAN announced that it had filed an information contained herein. There can be no assurance
intellectual property (IP) statement with the that such statements will prove to be accurate. Actual results
International Telecommunications Union (ITU) offering to and future events could differ materially from those
make Wi-LAN’s Multicode Direct Sequence Spread Spectrum anticipated in such statements. These and all subsequent
(MC-DSSS) patented technology available for licensing on written and oral forward-looking statements are based on the
fair, reasonable and non-discriminatory terms. The IP estimates and opinions of management on the dates they are
statement targets the ITU’s International Mobile made and expressly qualified in their entirety by this notice.
Telecommunications (IMT-2000) standard, which is the The Company assumes no obligation to update forward-
foundation for third generation (3G) mobile radio networks, looking statements should circumstances or management’s
including cellular phones. estimates or opinions change.
Letter to
Shareholders
future
Bridging the .
Wi-LAN’s promise can be found at the core of
its successes in the past year.
Letter to Shareholders
We achieved many milestones over the past twelve months, licensing agreement with Philips Semiconductors, as it is the
in both our product and our technology streams, and we have first license agreement of W-OFDM technology for the
shown leadership and vision in the wireless arena. Through IEEE 802.11a standard. Under the terms of this agreement,
our developments in licensing to Philips Semiconductors, Wi-LAN has shared its W-OFDM technology and expertise with
furthering our product line, and hosting the OFDM Forum Philips Semiconductors for a one-time licensing fee and
meeting, we have delivered a successful year and laid the future royalty payments based upon the volume of integrated
foundation for the year 2000. circuits shipped. Additionally, Philips Semiconductors has
received access to Wi-LAN’s W-OFDM implementations for the
We have been successful in attracting many new shareholders large volume consumer electronics market.
to the Company, and we would like to thank you for sharing Wi-LAN invented the technology; Philips Semiconductors is
in Wi-LAN’s vision. Your financial commitment has enabled making the technology smaller and more cost-effective,
Wi-LAN to make 1999 a strong success. Our achievements and allowing for faster deployment.
move to The Toronto Stock Exchange made us one of the most
successful Canadian stocks last year. Wi-LAN won two important awards in 1999. In June, Wi-LAN
was honoured for its pioneering work in wireless technology
1999 Achievements at the Canadian Advanced Technology Association (CATA)
awards ceremony. The 1,000 member CATA Alliance, which
Our product lines grew in 1999 with the introduction of the represents Canada’s advanced technology industry, created
I.WiLLTM 300-24 Access Point, capable of unprecedented the Awards of Distinction in 1984 to raise the profile of
wireless speeds of 30 megabits per second. This product Canadian achievement in science and technology. In July at
targets the demand for fixed wireless access products, and is Comdex/Canada, Dr. Hatim Zaghloul was named Technically
designed to meet the stringent industrial-strength demands Excellent Canadian for his pioneering work in wireless
of large network operators. The I.WiLL 300-24 Access Point is technology. Canadian Computer Wholesaler (CCW) developed
the first high-speed wireless networking product to make use the TEC awards to profile Canadians who deserve recognition
of the Company’s patented W-OFDM technology. Our for their contributions to technological innovation and
customers count on us to provide superior wireless data excellence.
communications products that help them work more effec-
tively, productively, creatively, and quickly. The I.WiLL Bill Hews, our President and Chief Operating Officer, started
300-24 Access Point is Wi-LAN’s first in a suite of W-OFDM at Wi-LAN in September 1999, and has had the opportunity
based products that enable us to set the standard for to review the Company’s successes and challenges in fiscal
features, functionality, speed, simplicity and seamless 1999. Bill has a strong operations background in the commu-
integration. nications industry, most recently as Vice President, Global
Supply Chain Operations, Enterprise Networks for Nortel
Wi-LAN has solidified many contracts and agreements over Networks Corporation, where he led the drive to improve the
the past year. We are delighted with our cornerstone group’s global supply chain processes. We have initiated a
04 Wi-LAN Inc. Annual Report 1999
Successes
Wirelessly Breaking Industry
Barriers
The past year has been energizing for Wi-LAN. Over the past
twelve months, the Company has made a number of
significant strides in the field of wireless data
Set Top Box
communications. We are proud of our people and our
products, and want to share some of our biggest successes a leader in the consumer, multimedia, and wireless commu-
of 1999 with you. nications markets. The Philips agreement will ensure a supply
of integrated circuits for Wi-LAN’s use in consumer
Licensing Agreement with Philips electronics products. These chips will reduce manufacturing
Semiconductors Inc. costs for new products, and will significantly decrease the
size of the equipment.
On September 22, 1999, Wi-LAN and Philips Semiconductors
announced the signing of a definitive licensing agreement Under terms of the agreement, Wi-LAN licenses its W-OFDM
(the Philips agreement). This agreement offers both technology to Philips Semiconductors for manufacturing
companies many opportunities in the booming high-speed integrated circuits based on our proprietary system. In
wireless market, with Wi-LAN providing Philips return, Philips Semiconductors paid a one-time licensing fee
Semiconductors with permission to develop, modify, make, and will make royalty payments to Wi-LAN based on the
and sell W-OFDM application specific integrated circuits for volume of integrated circuits it ships.
the IEEE 802.11a standard.
The Philips agreement will enable production of a new gener-
In July 1998, the Institute of Electrical and Electronics ation of set-top boxes that use Wi-LAN’s W-OFDM technology
Engineering (IEEE) selected OFDM technology as the standard to simultaneously deliver multiple broadcast streams over a
802.11a for Local Area Network applications. This standard single wireless transmission path. This agreement promises
was passed in September 1999. In response to this standard, to lower the cost of wireless LAN and WAN customer premise
Wi-LAN agreed to license its patented W-OFDM technology to equipment, making Wi-LAN’s high-speed wireless products
a variety of interested parties, including chipmakers and more attractive to ISPs and other service providers across
equipment manufacturers. W-OFDM is Wi-LAN’s variation on North America.
OFDM that further improves its characteristics, including
allowing greater transmission speeds. The Philips agreement The evolution of a set-top box capable of streaming several
marked the first license agreement of W-OFDM technology for signals simultaneously is an important development for
the 802.11a standard, and is the first step towards the wireless cable and wireless Internet service providers.
manufacturing of low cost W-OFDM products. Currently, equipment for those markets is only capable of a
single stream, making second and third boxes necessary to
Philips Semiconductors, a subsidiary of Royal Philips watch different channels on different television sets or to
Electronics, is one of the world’s largest semiconductor make two-way fast streaming Internet possible. Wi-LAN and
suppliers. Philips Semiconductors’ innovations in digital Philips are currently working on a version of the box that
audio, video, and mobile technology position the company as would stream four signals at once.
Annual Report 1999 Wi-LAN Inc. 07
Wi-LAN and Philips Semiconductors are looking to bridge to The I.WiLL 300-24 Access Point operates in the 2.4-2.4835
the future by kick-starting the home networking movement. GHz license-exempt industrial, scientific and medical (ISM)
Wi-LAN is exploring what we call Network LivingTM; it enables band allowing telecom suppliers to provide wireless
you to control many aspects of your everyday environment networking connectivity at a fraction of wire, cable or fibre
with the use of a personal digital assistant, anytime, networking costs. Network operators can also use the I.WiLL
anywhere, to anyone. From browsing the web in a park, to 300-24 Access Point to extend high-speed wireless internet-
turning on the VCR while you’re still downtown in a meeting, working data services to business parks and small
Network Living will use W-OFDM technology to facilitate and office/home offices not served by landlines.
simplify our daily routines. The Philips Agreement allows Wi-
LAN to find inexpensive ways of creating consumer The I.WiLL 300-24 Access Point uses Wi-LAN’s patented
electronics products based on Network Living concepts. W-OFDM technology to transmit data quickly and securely.
This product enables Wi-LAN to push forward its development
Launching the I.WiLLTM 300-24 Access Point of the world’s first channel estimator for W-OFDM that can
mitigate multi-path effects, while introducing an innovative
In June, Wi-LAN broke industry barriers with its launch of the new error-correction technology. With aggressive devel-
I.WiLL 300-24 Access Point, a high-speed 30 Mbps wireless opment plans, Wi-LAN expects to produce similar units in
networking product. excess of 100 Mbps powered by its ongoing W-OFDM research.
browse the web from a park, or being able to turn on the VCR or
watch a news clip while you’re stuck in traffic. What about the
or monthly line charges? And how about the idea that, even when
you’re not at home, you can still control all of the environmental
Fixed
Wireless
Access—
Public Wireless
Data Network
Internet Fixed
Wireless Access to
Your Home
With Network Living, you will be able to connect to the
Internet wirelessly. This means the end to having a second
phone line, a cable modem, or other forms of dedicated
connections. But more importantly, it means the end of high
monthly charges for accessing the Internet. Once your
equipment is in place, you can use the system as much as
you want without incurring any monthly charges. The future
of the Internet is that simple.
web
Larry’s successful
design business
started out as a one-man
operation in his spare bedroom, and has
grown to become a small company
with national clients.
They’ve recently
moved into an
office
building,
and with
the
number
of new
employees
starting
every
month, Larry
needed to
maximize his
workspace. Even with
no experience in setting up
a network, Larry is able to connect all
the computers in his office together, without
having to run any wires through the walls
or ceilings. Best of all, he can change the
layout of his office as the business expands.
Annual Report 1999 Wi-LAN Inc. 21
Network Living
in the Home
Network Living, using W-OFDM technology, will
allow you to interact with your home environment when you
are not there. Using a palm-top computer, you will be able to
set kitchen appliances, turn on lights or televisions, tape
your favorite programs, and even start your car. Network
Living offers convenience, comfort, and efficiency, giving
you more flexibility with your schedule. Our licensing
agreement with Philips Semiconductors is geared towards
making significant advances in this area.
salesperson,
Carmen is a leading
having achieved 160%
of her sales target in the first
half of the year. Her company has clients
all over the world, and Carmen is
often in different cities
making sales calls.
She needs to
connect with
her office
frequently
to send
email,
browse
the web,
or down-
load video
presenta-
tions. With her
new laptop, she
doesn’t need to find a
phone jack to dial in. Carmen
grabs a coffee, finds a quiet space
in the park, and is instantly online with
her office, half a world away.
Annual Report 1999 Wi-LAN Inc. 29
Anywhere, Anytime,
to Anyone
The future of Network Living will see a network of wireless
antennas set up for public use. This network will allow you
to do your work remotely, no longer worrying about
telephone jacks or cable outlets. The signal from your laptop
computer will be transmitted by a nearby wireless hub to its
destination. You’re connected to an invisible data network
anywhere, anytime and to anyone. Just imagine the freedom
Network Living will permit.
in his
Doug’s been doing well
baseball pool for
the past year, and it’s all
come down to this. The big game is on, and
Doug’s tied with his best friend
in the standings. While
in the park, Doug’s
Personal Digital
Assistant, or
PDA, signals
him to let
him know
that one
of his
players
had just
scored
another
home run in a
game, and, after a
quick calculation, the
PDA announces that Doug is
resting comfortably on top of the pool. Doug
takes his shoes off, enjoying the sun, and
thinks about what players he’s
going to choose next year.
Annual Report 1999 Wi-LAN Inc. 33
Wireless
Industry
The Wireless Industry
way into new applications within the following industry Revenue Revenue ($billion) Units (000's) Number of Units
* Frost & Sullivan, 1999
segments: Wireless Wide Area Networks, Private Wireless
Local Area Networks, and Home Multimedia.
The world wide wireless LAN market is experiencing robust Wi-LAN’s patented MC-DSSS and W-OFDM technologies
expansion and growth is expected to continue through for provide the platform for OEM’s to build products for this
next five years. The primary advantage of wireless LANs is the industry segment. As part of Wi-LAN’s growth strategy,
lack of wiring. In older buildings where wiring is difficult and Wi-LAN has offered to license both of these technologies to
can result in expensive infrastructure costs, wireless LANs all interested parties. Wi-LAN signed its first licensing
offer a low cost alternative to hard wiring a facility. The agreement with Philips Semiconductors in 1999, and is
benefits of mobility and seamless network connections allow currently seeking more licensing partners. Wi-LAN is also
for ad-hoc networks to be setup anywhere. Increasing seeking a strategic marketing partner in the wireless LAN
speeds, and more compatible products from different market to co-develop products with.
vendors, further enhance these benefits.
Wireless Home Multimedia
Growth Potential
The growing popularity of inexpensive and powerful laptops,
According to a Frost & Sullivan study from 1999, the total sub-notebooks, and personal digital assistants has
revenues for the world wide wireless local area network catapulted the need to link devices amongst consumers. The
equipment market is estimated to exceed U.S. $1.63 billion ability to access files, e-mails, the Internet, schedules, and
by 2005 with a compounded average growth rate of 27.1% contacts from different devices is driving the need for home
per annum. Frost & Sullivan attributes this increase to the networking. The home multimedia market has now developed
availability of throughput beyond 10Mbps, IEEE 802.11 into a lucrative and expanding market, promising aggressive
standard products and the emergence of mobile computing in growth well beyond 2005. The benefits of mobility and
the workforce. seamless network connection allow for ad-hoc networks to be
setup anywhere simply through the wireless medium. Growth
Growth in the Wireless LAN Market in this segment has also been facilitated by the IEEE 802.11a
standard and the availability of standardized products. As
business professionals realize the benefits of mobility and
1,800 12,000
1,600
cordless access, the adoption of wireless home multimedia
10,000
1,400 products should strengthen even further.
1,200 8,000
1,000
6,000
800
4,000
Growth Potential
600
400 2,000
200
0 0 The products targeting this market segment operate in the
1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005
ISM band recognized by the Federal Communications
Revenue Revenue ($million) Units (000's)
* Frost & Sullivan, 1999
Number of Units Commission. According to a Frost & Sullivan study in 1999,
the total US home networking market size for these products
is expected to exceed $2.03 billion by 2005 with a
Industry Challenges compounded average growth of 79% per annum.
The main challenge for the wireless LAN market is the rise in
intensity of competition due to standards based products.
The market is also apprehensive about the security provided
by these networks.
Annual Report 1999 Wi-LAN Inc. 37
Technologies
Growth in the Wireless Home Multimedia Market Wi-LAN’s Patented Technologies
2,500 80,000
Wi-LAN’s competitive edge in wireless data communications
2,000
70,000 is based on its control of two patented developments in radio
60,000
50,000
technology: Wide-band Orthogonal Frequency Division
1,500
40,000 Multiplexing (W-OFDM) and Multi-Code Direct Sequence
1,000 30,000
20,000
Spread Spectrum (MC-DSSS).
500
10,000
0
1998 1999 2000 2001 2002 2003 2004 2005
0 Wide-band Orthogonal Frequency Division
Revenue Revenue ($million) Units (000's) Number of Units Multiplexing
* Frost & Sullivan, 1999
The comparatively new nature of this segment poses The virtues of OFDM can best be understood by examining the
additional challenge for its growth. The market is still operation of any modem. A conventional telephone modem
apprehensive about the power of the technology in this tries to transmit as much data as possible given the following
segment and establishing channels to move products in this characteristics of a phone connection.
market will take some time. There is a need to standardize
the technology to develop truly user friendly and “plug and 1. A point is reached where the data rate is limited by the
play” capabilities, which will be the basis for building strong noise level (commonly known as static) on the
relationships with OEM’s who build personal computers. connecting line.
Bit Rate/MHz
performance of the transmissions, but interferes with other 2
Spectral Efficiency
nation, scrambling the original signal. This requires on-going
tuning and adjustment using specific hardware which results
in increased system maintenance costs. Wi-LAN’s systems are capable of the data rates indicated in
the chart above. Our current 30 Mbps product provides over
With processor power increasing as a function of time, OFDM 4 times the spectral efficiency of the DSSS system. Our future
returns better performance than narrow band systems. What 156 Mpbs W-OFDM products will provide better than 25 times
was not practical in the early 1990’s became practical, and is the spectral efficiency of the DSSS system.
now superior as time progresses.
The Solution is W-OFDM
Spread spectrum technology “spreads” the signal over a wider
bandwidth. This improves noise and multipath performance, Wi-LAN’s patented W-OFDM is a variation of OFDM that further
but reduces the “spectral efficiency” or bit rate per Hz of improves its characteristics. The signal reception is corrected
bandwidth. The current benchmark is 0.3 bits per Hz and we for distortions, allowing greater transmission speeds, and W-
expect spread spectrum technology to max out at 0.7 bits per OFDM also further processes the signal to maximize the range.
Hz. Therefore, high bit rates use up high areas of spectrum.
While OFDM has long been acknowledged as a very efficient
100 technology, it has proven difficult to implement until now.
80
Recent advances in digital signal processors now permit
OFDM systems to be cost-effectively constructed, creating
60
renewed interest in OFDM. European terrestrial digital video
40
broadcasting uses OFDM and the IEEE (Institute of Electrical
20 and Electronics Engineers) elected to use OFDM in its 6 to 54
0 Mbps wireless LAN standard, IEEE 802.11a. The IEEE 802.11a
1991 1993 1995 1997 1999 2001
standard was passed in September 1999. The IEEE is the
Performance (Mbps) OFDM Performance Narrowband Equilizer Performance
global standards body for the development and dissemination
of voluntary, consensus-based industry standards involving
OFDM technology breaks one high-speed data signal into tens leading-edge electrotechnology. This standard is evidence
or hundreds of lower speed signals, which are all transmitted that the patented technology Wi-LAN has been developing
in parallel. This creates a system highly tolerant to noise and for seven years is the direction of high-speed wireless data
multipath, and, at the same time, is very efficient in its use communications. The European Telecommunications
of bandwidth. Noise and multipath immunity allow for wide- Standards Institute (ETSI) is considering W-OFDM for the ETSI
area, multipoint coverage, and the efficient use of bandwidth BRAN standard. With the RF spectrum becoming increasingly
allows for many more high-speed channels within a frequency crowded, OFDM is becoming the generally accepted solution,
band. Therefore, the three difficulties in narrow band and allowing more efficient use of radio frequency.
spread spectrum are overcome by OFDM.
Annual Report 1999 Wi-LAN Inc. 39
Wi-LAN holds a fundamental patent on W-OFDM (U.S. Patent Wi-LAN agreed to acquire the original patent rights for spread
number 5,282,222) and is pioneering the development of spectrum technology from Hollywood legend Hedy Lamarr in
large-scale, high data rate W-OFDM systems. The efficiency June, 1997. Under the terms of the deal, Wi-LAN received a 49%
and noise tolerance of W-OFDM allow the best of both claim (and right of first refusal on the remaining 51%) to U.S.
spread-spectrum and narrow band systems to be united. This, Patent 2,292,387 for the wartime “Secret Communication
combined with our established data networking protocols, System” that was granted in 1942. As well, Ms. Lamarr agreed to
further extends the capabilities of W-OFDM into the realm of allow Wi-LAN to promote her role as a wireless pioneer in
practical multipoint networks. exchange for an undisclosed number of Company shares.
W-OFDM allows low power, multipoint RF networks to be While the patent expired in 1959, the original concept for a
implemented that minimize their interference with adjacent varied-frequency radio system that could guide torpedoes to
networks. W-OFDM is also insensitive to noise and multipath targets without enemy detection is the keystone for hundreds of
interference, so ongoing tuning adjustments and patents on spread spectrum technology in existence today. Lamarr
maintenance are reduced. W-OFDM effectively permits several and co-inventor George Antheil never received any monetary
independent channels to operate within the same band gain from the invention, known as “frequency hopping”,
allowing mulitpoint networks and point-to-point backbone which today is used in a wide range of applications from
systems to be overlaid on one another in the same military systems and cellular phones to extending “last mile”
frequency band. Internet connections in rural communities around the world.
Less disruption of adjacent users and insensitivity to external A long-time favorite of the military because it resists jamming
noise means that high-speed multipoint data networks can and is difficult to intercept, spread spectrum communications is
be simply and rapidly deployed. Once installed, these systems growing in popularity in commercial applications, especially in
are tolerant to changes in the RF environment, limiting the license-exempt frequency bands allocated for ISM applica-
maintenance requirements, and the systems can be easily tions. Some of the typical applications include digital cellular
expanded to meet the users changing needs. Operation in an telephone, personal communications system (PCS), alarm
unlicensed band also avoids costly licensing procedures and systems, police radar and radios, and data networking.
also allows the use of widely available equipment, further
improving the lifetime economics of a project. Spread spectrum is a technique that spreads a transmitted
signal over a frequency band greater than the minimum
Multi-code Direct Sequence Spread Spectrum bandwidth required for information transmission. This
(MC-DSSS) improves communications by reducing bit error rates in the
presence of noise or interference.
Wi-LAN’s patented MC-DSSS (U.S. Patent number 5,555,268)
is the most spectrally efficient spread spectrum technology. Spread spectrum technology’s key benefit is its license-
It makes it possible to increase the carrying capacity of exempt operation. The regulatory bodies in the United States,
traditional spread spectrum systems by as much as ten times. Canada, most European countries and Japan allow low power
The technology has significant application potential in the spread spectrum systems to be used in the ISM bands without
growing wireless high-speed Asynchronous Transfer Mode license. This means users do not have to pay licensing fees or
(ATM) and Local Multi-point Communications System monthly line charges common to telephone or cable systems.
(LMCS) markets. It is also possible to move all or part of a system from one
location to another without notifying a regulatory body.
40 Wi-LAN Inc. Annual Report 1999
Products
Wi-LAN’s Products
The Hopper Plus family of wireless Ethernet bridges offers Wi-LAN’s wireless bridges are in use around the world, in a
speeds of 2.2, 3.0 or 4.5 Mbps, operating in the variety of corporate, industrial, educational, and government
2.4 GHz band and the 915 MHz band. The Hopper Plus is used networking applications. They can be used in almost any
to provide wireless LAN-to-LAN connectivity at speeds up to line-of-sight environment to replace, extend, or connect
three times faster than regular T1 lines. The latest generation wired Ethernet networks, and they are the ideal solution for
of Hopper Plus products includes SNMP management features, multiple-site information networks, high-speed Internet
Dynamic Time Allocation, and Wi-LAN’s unique polling access, and wireless communications infrastructures.
technique.
Management’s
Discussion &
Analysis
Management’s Discussion and Analysis Results of Operations
Gross margin in fiscal 1999 was 46%, up from 39% in fiscal Product and customer services expenses were reduced 11.9%
1998, due to better production efficiencies on the Hopper in fiscal 1999 to $691 from $784 in fiscal 1998. The decrease
Plus product line, and better inventory management. Gross was due to the fact that some service functions were
margin is expected to remain in the 40% range during fiscal outsourced in fiscal 1999, and staff was reallocated in order
2000. Higher margins and increased use of ASIC components to improve quality assurance and quality control, and to
are expected to be offset by selective price management to handle increased purchasing requirements. The customer
improve market position. support group, which provides technical and engineering
support, narrowed its focus to providing technical planning
Research and Development Expenses and analysis on large projects such as TGI and Tele2 U.K.
General and Administrative Expenses Certain accrued fiscal 1998 expenses were overstated by an
amount aggregating $416 and have been restated in the
General and administrative expenses were $1,810 in fiscal accompanying financial statements. The restatement results
1999, versus $2,006 expensed in fiscal 1998. The 9.8% in the following: cost of product sales in fiscal 1998 was
decrease was due to a variety of reasons, including a reduced by $200, research and development expenses in
decrease in bad debt expense. Wi-LAN follows the practice of fiscal 1998 were reduced by $150, and general and
allocating all office, occupancy, and communications administrative expenses in fiscal 1998 were reduced by $66.
expenses to the general and administrative expense category. All of these reductions are reflected in the forgoing analysis.
Sales and marketing expenses were reduced by 27.2% to Cash outflow from operations was reduced by $4,038 or
$1,592 in fiscal 1999 from $2,188 in fiscal 1998 due to a 60.5% in fiscal 1999 compared to fiscal 1998. The reduction
change in approach. The company’s marketing function has was due to a $1,371 reduction in net loss and a $3,161
since been split into a product management group and a improvement in non-cash working capital, partly offset by a
marketing group. The later focuses on communications, $494 reduction in items not involving cash. During fiscal
market research and channel management. These two groups 2000, the Company expects funds flow from operations to
enable the company to maintain a focus on managing continue to improve as sales volumes increase and greater
products from concept through to production and then production efficiencies are achieved.
driving the new products through sales, distribution and
promotional channels.
44 Wi-LAN Inc. Annual Report 1999
The financial statements of Wi-LAN and the other financial information included in this annual report are the responsibility of
the Company’s management and have been examined and approved by its Board of Directors. These financial statements have
been prepared by management in accordance with generally accepted accounting principles and include some amounts that
are based on management’s best estimates using careful judgment. The selection of accounting principles and methods is
management’s responsibility.
The Company maintains internal control systems designed to ensure that financial information is relevant and accurate and
that assets are safeguarded. Management recognizes its responsibility for conducting the Company’s affairs to comply with the
requirements of applicable laws and established financial standards and principles, and for maintaining proper standards of
conduct in its activities.
The Board of Directors supervises the financial statements and other financial information through its Audit Committee, which
consists solely of outside directors.
This committee’s role is to examine the financial statements and recommend that the Board of Directors approve them, to
examine the internal control and information protection systems and all other matters relating to the company’s accounting
and finances. In order to do so, the Audit Committee meets periodically with the external auditors, with and without the
company’s management, to review their audit plan and discuss the results of their examinations.
KPMG LLP has audited the financial statements in accordance with generally accepted auditing standards. KPMG LLP are the
external auditors who were appointed by the shareholders. KPMG LLP have full and unrestricted access to the Audit Committee
to discuss their audit and related findings as to the integrity of the Company’s financial reporting.
We have audited the consolidated balance sheets of Wi-LAN Inc. as at October 31, 1999 and 1998 and the statements of
operations and deficit and cash flows for the years then ended. 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 Canadian generally accepted auditing standards. Those standards require that we
plan and perform an audit to obtain reasonable assurance 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.
In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the
Company as at October 31, 1999 and 1998 and the results of its operations and its cash flows for the years then ended in
accordance with Canadian generally accepted accounting principles.
Chartered Accountants
Calgary, Canada
January 7, 2000 (except Note 15(c) which is as of March 3, 2000)
Annual Report 1999 Wi-LAN Inc. 47
Current assets:
Cash $ 14,993 $ 2,379
Accounts receivable —product 1,844 1,800
—technology license 1,181 —
Investment tax credits receivable — 425
Inventories (note 3) 2,376 2,233
Prepaid expenses 51 54
20,445 6,891
Other — 123
$ 21,330 $ 8,022
Current liabilities:
Accounts payable and accrued liabilities $ 1,847 $ 800
Deferred technology license revenue 1,181 —
Redeemable preferred shares (note 6) 252 196
Due to related parties (note 7) 23 37
3,303 1,033
Shareholders’ equity:
Share capital (note 9) 32,459 16,937
Contributed surplus (note 5) 400 400
Deficit (15,094) (10,589)
17,765 6,748
$ 21,330 $ 8,022
Director Director
48 Wi-LAN Inc. Annual Report 1999
Revenue:
Product $ 5,923 $ 5,414
Gain on foreign exchange, interest and other income 139 354
6,062 5,768
Expenses:
Research and development 2,664 2,235
General and administrative 1,810 2,006
Sales and marketing 1,592 2,188
Product and customer services 691 784
Interest, bank charges and preferred share premium accretion 92 99
Depreciation 220 168
7,069 7,480
Operations:
Net loss $ (4,505) $ (5,876)
Items not involving cash:
Loss from equity investments — 1,148
Write-off of investment in other assets 301 —
Gain on reduction of ownership in equity investments — (300)
Depreciation and amortization 220 168
Accretion of preferred share premium 56 56
Accrued interest on long-term debt 21 20
Change in non-cash operating working capital balances:
Accounts receivable (1,225) (518)
Investment tax credits receivable 425 371
Inventories (143) (524)
Prepaid expenses 3 (44)
Accounts payable and accrued liabilities 1,047 (1,050)
Deferred technology license revenue 1,181 —
Due to related parties (14) (122)
(2,633) (6,671)
Financing:
Share capital, net 15,522 9,560
Investments:
Acquisition of capital assets (97) (441)
Other assets (178) 7
(275) (434)
1. Nature of operations:
Wi-LAN Inc., (the “Company”) is incorporated under the Business Corporations Act of Alberta, Canada. Its principal
business activities include the research and development, manufacturing, marketing and selling of wireless data
communications products and intellectual property.
Basis Rate
Computer software and equipment Straight-line 33%
Patents and licenses Straight-line 5.9%
Furniture Straight-line 20%
Leasehold improvements Straight-line 20%
3. Inventories:
1999 1998
Parts and sub-assemblies $ 1,051 $ 716
Work-in-progress 667 554
Finished goods 658 963
$ 2,376 $ 2,233
4. Capital assets:
Accumulated
depreciation and Net book
October 31, 1999 Cost amortization value
Accumulated
depreciation and Net book
October 31, 1998 Cost amortization value
5. Long-term investments:
Cell-Loc, Wireless,
Inc. Inc. Total
Market value of the investment in Cell-Loc is based on trading activity. The shares are held in escrow and time released
to the year 2001. The market value of this investment may differ from the realizable value due to the liquidity of such
shares. Wireless Inc. is a private company and the fair value of the Company’s investment has not been determined for
financial statement purposes.
On November 30, 1995, the Company granted Cell-Loc, Inc. (“Cell-Loc”), an exclusive license to use Wi-LAN Inc. Hopper
Plus technology for cellular tracking. Cell-Loc has agreed to purchase Hopper Plus units and any subsequent modifications
from the Company. The Company received 1,800,000 common shares of Cell-Loc at an agreed upon aggregate value of
$400,000 which approximates the costs incurred by the Company for developing the technology.
In April 1997, Cell-Loc issued 2,500,000 common shares through a public offering. Through the resulting dilution of
ownership the Company realized a gain on its investment, and Cell-Loc is no longer subject to significant influence. The
equity method of accounting, whereby the Company’s proportionate share of Cell-Loc’s losses is recognized, has been used
to the date of dilution and the cost method of accounting is used thereafter.
On May 14, 1997, the Company entered into a series of agreements with Wireless, Inc. (“Wireless”) including a license
and technology transfer and manufacturing agreement that granted Wireless a non-assignable, non-sublicensable, royalty
free, worldwide, perpetual right to develop, produce and market the Company’s technology in the wireless telephony
market in exchange for preferred shares of Wireless. Also on May 14, 1997, Wireless issued the same number of preferred
shares as issued to the Company for cash to another company in which a then director and shareholder of the Company
was an officer and shareholder. The preferred shares issued pursuant to these arrangements represented substantially all
of Wireless’ outstanding share capital at May 14, 1997. The Company has recorded revenue of $1,042,500 on these
transactions representing the Company’s share of cash paid for the Wireless preferred shares by the other company on
May 14, 1997.
In September 1997, Wireless issued 750,000 preferred shares through a private placement resulting in a dilution of
ownership and the realization of a gain on investment by the Company.
Annual Report 1999 Wi-LAN Inc. 53
In June 1998, the Company entered into an ownership restructuring arrangement with Wireless and the other shareholders
of Wireless. This restructuring included modifications to the license and technology transfer, and manufacturing
agreements, and the cancellation of a loan of $300,000 due to Wireless in exchange for a return of shares. Also in June
1998, Wireless merged with Multipoint Networks Inc. As a result of this restructuring and merger, the Company’s ownership
was diluted, and Wireless is no longer subject to significant influence. The equity method of accounting, whereby the
Company’s proportionate share of Wireless’ losses is recognized, has been used to the date of dilution and the cost method
of accounting is used thereafter.
1999 1998
Due to affiliated companies $ 23 $ 37
Amounts due to shareholders and affiliated companies, advanced for operating expenses, are interest free and due on
demand. Revenue for the year ended October 31, 1999 includes equipment sales to Wireless of $13,000 (1998—$322,000)
(note 5). Accounts receivable at October 31, 1999 includes $181,000 from Wireless (1998—$490,000) (note 5).
1999 1998
Alberta Economic Development and Tourism Inc. $ 209 $ 209
Other 53 32
$ 262 $ 241
Alberta Economic Development and Tourism made advances to the Company pursuant to the provisions of the Department
of Technology, Research and Telecommunication Act. The loan is repayable at the rate of 4% of total gross revenue from
sales of specific product technology calculated on six month periods, commencing April 1, 1995. To October 31, 1999 the
Company believes that no amounts are due under this repayment provision. Interest at 9% annually up to a maximum of
$57,425 began accruing on the outstanding balance of the loan on March 31, 1997.
Credit facility:
The Company has a credit facility with a commercial bank that permits the Company to borrow up to $1,500,000. As at
October 31, 1999, the Company has not drawn against the facility (1998—$nil). The loan is payable on demand and bears
interest at the bank’s prime rate plus 1.5%. The facility is secured by a general assignment of all personal property of the
Company and a life insurance policy on the Chief Executive Officer of the Company.
54 Wi-LAN Inc. Annual Report 1999
9. Share capital:
(a) Authorized:
Unlimited number of voting common shares.
6,350.9 of special preferred, redeemable, retractable, non-voting shares.
(b) Issued and outstanding:
Common Shares
Number Amount
The Company recognizes a nominal value in its accounts for employment services provided in exchange for the issuance
of shares.
In February 1998, the Company’s shareholders approved the redesignation of Class A voting common shares as common
shares, Class D preferred shares as special preferred shares, the removal of Class B non-voting common shares and Class C
preferred shares as no such shares have ever been issued and outstanding, and the authorization of a new class of shares
issuable in series and designated as preferred shares.
Also in February 1998, the Company’s shareholders approved, on a 1 for 10,400 basis, the split of the Class A voting
common shares. All references in these financial statements to the number of Class A voting shares outstanding give effect
to this stock split.
Annual Report 1999 Wi-LAN Inc. 55
The options are non-assignable and are exercisable for a period of five years from the date they are granted. At
October 31, 1999, options to acquire 1,598,159 (October 31, 1998—1,835,581) common shares were outstanding at
prices ranging from $1.50 to $10.87 per share with expiry dates ranging from March 2003 to October 2004.
(g) Shareholder Rights Protection Plan:
A Shareholder Rights Protection Plan (the “Rights Plan”) was adopted in March 1999 and was approved at the Annual
Shareholders Meeting on April 19, 1999. The Rights Plan utilizes the mechanism of a Permitted Bid (a bid which
provides that shares tendered to the bid will not be taken up prior to 60 days following the date of the bid) to ensure
that a person, company or association seeking control of the Company (an “Acquiring Person”) cannot proceed
without allowing the shareholders and the Board of Directors sufficient time to evaluate the bid. The purpose of the
Permitted Bid is to encourage a potential Acquiring Person to avoid the dilutive features of the Rights Plan by making
a Permitted Bid or by negotiating with the Board of Directors the terms of an offer which is fair to all shareholders.
If a Take-Over Bid does not qualify as a Permitted Bid, the Rights Plan provides that shareholders other than the
Acquiring Person may purchase shares at a reduced price, thereby diluting the value of the Acquiring Person’s shares.
(h) Conversion of debentures:
Pursuant to the terms and conditions of a trust indenture dated August 1997, the Company has authorized the issue
of convertible debentures to a maximum amount of $1,500,000. As at October 31, 1997 a total of $620,200 of
convertible debentures had been issued and an additional $25,000 was issued in December, 1997. On March 25, 1998,
the Company completed an Initial Public Offering of common shares and subsequently exercised its right to convert
the debentures to common shares at the initial public offering price of $2.50 per share resulting in the issue of
258,080 common shares.
56 Wi-LAN Inc. Annual Report 1999
10. Commitments:
(a) Telus Communications Inc.:
Telus Communications Inc. funded a portion of the Company’s initial development expenses and has licensed a
technology to the Company. The licensing fee of $1,150,000 for the technology includes payments at (i) a rate of
1.4% of gross revenue generated from licensed products, (ii) 25% of gross revenue generated by sub licensing to third
parties (iii) both (i) and (ii) to a minimum of $68,000 on or before September 20, 1999 being the fifth anniversary
of the effective date of the agreement. Interest on overdue royalties is payable at 10% per annum
calculated on a simple interest basis.
A payment satisfying the minimum licensing fee was paid on September 20, 1999.
(b) Premises and equipment:
The Company is committed to annual payments under operating leases for premises and equipment through 2001.
Annual payments required subsequent to October 31, 1999 are as follows:
2000 $ 237
2001 98
In June, 1997 the Company entered into an agreement to acquire certain patent and promotion rights. As part of the
consideration for these rights, the Company was to issue 109,200 common shares and agreed to repurchase these
shares over a period of three years at U.S. $2.40 per share. In March, 1998 the rights were acquired by the Company
and the agreement was amended whereby instead of issuing and repurchasing the related shares, the Company agreed
to pay U.S. $25,000 each quarter representing the equivalent of the repurchase of 10,400 common shares at a price
of U.S. $2.40 per share. The seller of the rights retained the right to require the issuance and repurchase of the
balance of the common shares at any time. As at October 31, 1999, the balance of the Company’s commitment under
this agreement was U.S. $87,500 (October 31, 1998—U.S. $162,500).
During the year ended October 31, 1999, the Company had one customer with product revenue of $846,000. No other
customers had revenue which exceeded ten percent of total product revenue.
As a result of the correction, 1998 cost of product sales has decreased by $200,000 research and development expenses
have decreased by $150,000 and general and administrative expenses have decreased $66,000. Net loss for the year ended
October 31, 1998, accounts payable and the deficit at October 31, 1998 have all decreased by $416,000.
Corporate Information
Officers Bankers
Scott Campbell Canadian Imperial Bank of Commerce
Vice President, Product Management Calgary, Canada
Bill Hews
President and Chief Operating Officer Legal Counsel
Peter Kinash Burnet, Duckworth, and Palmer
Chief Financial Officer First Canadian Place
Wanda Posehn 1400, 350 – 7th Ave. S.W.
Vice President, Marketing Calgary, Albera T2P 3N9
Nico Roelofsen
Vice President, Sales Transfer Agent
Ramesh Uppal Montreal Trust Company of Canada
Vice President, Technology Calgary, Canada
Dr. Hatim Zaghloul
Chairman & Chief Executive Officer Stock Exchange Listing
The Toronto Stock Exchange
Directors Trading Symbol: WIN
Dan L. Baxter
William A. Dunbar Investor Relations
Charles N.D. Hotzel Ken Wetherell
Frank King Telephone: (403) 207-6329
Dr. Robert Schulz Fax: (403) 273-5100
Dr. Hatim Zaghloul E-mail: kenw@wi-lan.com
Auditors www
.wi-lan.com
KPMG LLP
Calgary, Canada
Biographies
Bill Hews, securities, and accounting and tax in Canada and the US. He
President and Chief Operating Officer has direct experience with debt and equity financings in
Canada and the US totaling approximately $5 billion within
Mr. Hews joined Wi-LAN in September 1999. Prior to joining the last 4 years. His success has been evident in his ability
Wi-LAN, Mr. Hews spent more than 20 years at Nortel to help move technology across borders, and in completing
Networks Corporation where he developed a strong IPO’s, and corporate and intellectual property purchases, and
operations background in the communications industry. From divestitures. Mr. Kinash has lectured and written about his
November 1998 until joining Wi-LAN, Mr. Hews served as Vice experience with corporate financing, securities filings, and
President—Supply Chain Operations, Enterprise Networks, mergers and acquisitions to educational facilities and
where he led the drive to improve the group’s global supply high-tech companies.
chain processes. From March 1995 until November 1998,
Mr. Hews served as Vice President—Global Operations,
Enterprise Networks, where he led a large multi-national
multi-plant organization. From January 1991 until March
1995, Mr. Hews served as Assistant Vice President, Key
Systems/Terminals, where he was in charge of a manufac-
turing group making leading residential telephones and small
business systems. Mr. Hews obtained his B.A.Sc. in Industrial
Engineering from the University of Toronto and holds a MBA
from the University of Western Ontario.
Wi-LAN Inc.
300, 801 Manning Road NE
Calgary, Alberta, Canada T2E 8J5
Telephone: 403-273-9133
Toll Free (North America): 1-800-258-6876
Fax: 403-273-5100
E-mail: info@wi-lan.com
URL: http://www.wi-lan.com