<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2000
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the Transition period from to
----------------------- -------------------------
Commission file number 0-28484
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QualMark Corporation
--------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Colorado 84-1232688
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1329 West 121st Avenue, Denver, CO 80234
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(Address of principal executive offices) (Zip Code)
(Issuer's telephone number) (303) 254-8800
-----------------------------------------------------
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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.
[X] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [ ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of latest practicable date:
The number of shares of no par value common stock at October 31, 2000 is
3,643,238.
--------------------------------------------------------------------------------
Transitional Small Business Disclosure Format (check one): [ ] Yes [X] No
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
QUALMARK CORPORATION
BALANCE SHEET
(AMOUNTS IN THOUSANDS, EXCEPT SHARES)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash $ 1,188 $ 525
Trade accounts receivable, net of allowance for
doubtful accounts of $144 and $192 at September 30,
2000 and December 31, 1999, respectively 3,538 4,089
Inventories, net 1,249 1,725
Deferred income taxes 1,044 1,089
Other current assets 208 125
------- -------
Total current assets 7,227 7,553
Property and equipment, net 1,402 1,508
Long-term notes receivable -- 104
Deferred income taxes 88 88
Other assets 150 155
------- -------
Total assets $ 8,867 $ 9,408
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable $ 647 $ 1,179
Accrued expenses 1,240 1,302
Customer deposits and deferred revenue 82 58
Current portion of long-term obligations 2,575 1,700
------- -------
Total current liabilities 4,544 4,239
Noncurrent portion of long-term obligations 661 1,086
------- -------
Total liabilities 5,205 5,325
------- -------
Shareholders' Equity:
Preferred Stock; no par value; 2,000,000 shares
authorized; cumulative dividends at 8% per
annum; 465,116 shares issued and outstanding 834 834
Common Stock; no par value;15,000,000 shares
authorized; 3,643,238 and 3,539,015 shares
issued at September 30, 2000
and December 31, 1999, respectively 7,531 7,295
Treasury Stock, at cost, 35,546 and zero shares held
at September 30, 2000 and December 31, 1999, respectively (123) --
Accumulated deficit (4,580) (4,046)
------- -------
Total shareholders' equity 3,662 4,083
------- -------
Total liabilities and shareholders' equity $ 8,867 $ 9,408
======= =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 3
QUALMARK CORPORATION
STATEMENT OF OPERATIONS
(UNAUDITED, AMOUNTS IN THOUSANDS, EXCEPT SHARES AND PER SHARE DATA)
<TABLE>
<CAPTION>
For the three For the three For the nine For the nine
months ended months ended months ended months ended
September 30, 2000 September 30, 1999 September 30, 2000 September 30, 1999
------------------ ------------------ ------------------- ------------------
<S> <C> <C> <C> <C>
Net revenue $ 3,073 $ 2,449 $ 9,534 $ 8,831
Cost of sales 1,831 1,549 5,867 5,484
----------- ----------- ----------- -----------
Gross profit 1,242 900 3,667 3,347
Selling, general and administrative
expenses 909 2,600 2,962 6,029
Research and development expenses 217 166 638 521
Severance charges -- -- 272 --
----------- ----------- ----------- -----------
Income (loss) from operations 116 (1,866) (205) (3,203)
Other expense:
Interest, net (73) (51) (224) (120)
----------- ----------- ----------- -----------
Income (loss) before income taxes 43 (1,917) (429) (3,323)
Provision (benefit) for income taxes -- 3 45 (574)
----------- ----------- ----------- -----------
Net Income (loss) $ 43 $ (1,920) $ (474) $ (2,749)
=========== =========== =========== ===========
Basic earnings (loss) per share $ 0.01 $ (0.54) $ (0.13) $ (0.79)
Diluted earnings (loss) per share $ 0.01 $ (0.54) $ (0.13) $ (0.79)
Weighted average number of common
shares - basic 3,569,000 3,536,000 3,558,000 3,496,000
Weighted average number of common
shares - diluted 3,644,000 3,536,000 3,558,000 3,496,000
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 4
QUALMARK CORPORATION
STATEMENT OF CASH FLOWS
(UNAUDITED, AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
For the nine For the nine
months ended months ended
September 30, 2000 September 30, 1999
------------------ ------------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net loss $ (474) $(2,749)
Adjustments to reconcile net loss to net cash from
operating activities:
Inventory write off 111 --
Depreciation and amortization 453 413
Gain on sale of property and equipment (1) --
Warrant and stock option expense -- 17
Deferred income taxes 45 (582)
Allowance for obsolete inventory -- 100
Issuance of warrants and note payable to settle litigation -- 1,546
Change in assets and liabilities:
Accounts receivable, net 551 863
Inventories 365 (687)
Other assets (78) (2)
Accounts payable and accrued expenses (654) 787
Customer deposits and deferred revenue 24 16
------- -------
Net cash provided by (used in) operating activities 342 (278)
------- -------
Cash Flows From Investing Activities:
Acquisition of property and equipment (346) (654)
Sale of property and equipment 15 --
Investment in patents (34) (40)
------- -------
Net cash used in investing activities (365) (694)
------- -------
Cash Flows From Financing Activities:
Proceeds from borrowing 950 1,050
Payments on borrowings (500) (527)
Proceeds from issuance of preferred stock -- 982
Proceeds from issuance of common stock 236 115
------- -------
Net cash provided by financing activities 686 1,620
------- -------
Net increase in cash 663 648
Cash at beginning of period 525 668
------- -------
Cash at end of period $ 1,188 $ 1,316
======= =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 5
QUALMARK CORPORATION
NOTES TO FINANCIAL STATEMENTS
QualMark Corporation (the "Company") was founded in 1991 and is a manufacturer
and distributor of physical stress systems, as well as a provider of physical
stress testing services. Physical stress systems rapidly and efficiently expose
product design and manufacturing related failures of customer products and
components, thereby providing manufacturers necessary information to improve
product design, quality and reliability. The Company provides physical stress
testing services through its network of test centers.
NOTE 1 - Financial Presentation
These financial statements should be read in conjunction with the audited
financial statements for the year ended December 31, 1999 and notes thereto.
The interim financial data as of September 30, 2000 and for the three and nine
months ended September 30, 2000 and 1999 is unaudited; however, in the opinion
of management of the Company, the interim data includes all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the results for the interim periods presented. Results for the
three and nine months ended September 30, 2000 are not necessarily indicative of
results for the remainder of 2000.
The year-end condensed balance sheet data was derived from audited financial
statements, but does not include all disclosures required by generally accepted
accounting principles.
NOTE 2 - Inventories
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
9/30/00
(unaudited) 12/31/99
----------- --------
<S> <C> <C>
Raw materials $ 723 $ 905
Work in process 5 213
Finished goods 571 657
Less:Allowance for obsolescence (50) (50)
------ ------
$1,249 $1,725
====== ======
</TABLE>
The Company monitors inventory for turnover and technical obsolescence. During
the nine months ended September 30, 2000, $111,000 is included in cost of sales
as a write down of obsolescent raw materials.
5
<PAGE> 6
NOTE 3 - Commercial Bank Borrowings
During the nine months ended September 30, 2000, the Company drew $450,000 and
$500,000 against its revolving Credit Agreement. The draws accrue interest at
10.23% and 10.12%, per annum, respectively. Both draws mature on December 22,
2001.
The Company's term loan agreement may not exceed $1,411,000, bears interest at
the reserve adjusted LIBOR rate plus the applicable margin (as defined), which
was 10.16% at September 30, 2000. The term loan matures December 2001.
As of September 30, 2000, the balances of the revolving credit and term loan are
$2,000,000 and $961,000 respectively.
On August 2, 2000, the Company received a letter ("the Letter") from US Bank
Corporation waiving certain financial covenants set forth in the Third Amendment
to Loan Agreement dated March 31, 2000. The Letter, in turn, established new
financial covenants commencing with the quarter ended September 30, 2000,
continuing through the quarter ended December 31, 2000. Beginning with the
quarter ended March 31, 2001 compliance with the original financial covenants
will be reinstated. The Credit Agreement is secured by substantially all the
assets of the Company. As of September 30, 2000 the Company was in compliance
with the financial covenants set forth in the Letter.
NOTE 4 - Earnings (Loss) Per Share
Basic earnings (loss) per share are computed by dividing net income available to
common shareholders by the weighted average number of shares outstanding during
the period. Diluted earnings (loss) per share are computed using the weighted
average number of shares determined for the basic computations plus the number
of shares of common stock that would be issued assuming all contingently
issuable shares having a dilutive effect on earnings per share were outstanding
for the period.
Options and warrants to purchase 435,055 shares were included in the computation
of earnings per share for the three-month period assuming dilution at September
30, 2000 because the options would result in a dilutive effect on earnings per
share. Options and warrants to purchase 1,061,163 shares of common stock were
excluded from dilutive calculations for the nine months ended September 30,
2000, because their exercise prices were greater than the average fair market
values of the Company's stock for the period, and as such, they would be
antidilutive. Options and warrants to purchase 1,602,769 shares were not
included in the
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<PAGE> 7
computation of diluted earnings (loss) per share for the three and nine-month
periods ending September 1999, as the options and warrants would have an
antidilutive effect.
NOTE 5 - Related Party Transactions
During 1998, the Company lent $104,000 to the Company's president pursuant to a
note secured by his primary residence, with interest accruing at a rate equal to
10% annually. The note was payable over five years, with 5% of the principal due
at each anniversary date and the remaining balance due at the end of the term.
On January 13, 2000, the president remitted 4,016 common shares at a fair market
value of $4.06 per share on that date to satisfy $16,000 of principal, interest
and penalties related to the note. On May 19, 2000 the Company's president
resigned from his position (Refer to the June 30, 2000 Form 10QSB, Part II -
Other Information, Item 6). Subsequently, on June 14, 2000, 31,530 common shares
were remitted to the Company by the former president, at a fair market value of
$3.39 per share on that date to satisfy the remaining principal and interest
balance of $106,000.
NOTE 6 - Severance Charge
During June 2000, the Company initiated an organizational restructure plan and
charged $272,000, in severance, to operations. This reorganization resulted in
the termination of the Company's president and a reduction of personnel from the
Sales and Marketing, Accounting and Administrative, and Manufacturing
departments. Severance costs include salary payments, fringe benefits and taxes
related to seven employees that were terminated. Cash payments to settle the
salary payments, fringe benefits and taxes will continue through May of 2001.
Cash payments made for the nine months ended September 30, 2000 totaled
$139,000. As of September 30, 2000, the restructuring liability balance totaled
$133,000.
NOTE 7 - Segment Information
The Company operates two business segments, equipment and Accelerated
Reliability Test Centers ("ARTC"). The equipment segment ("Equipment") is
engaged in the manufacture and sale of vibration and thermal chambers for
reliability testing for various electronic devices and components. The ARTC
segment operates service centers where vibration and thermal chambers are
available to customers for daily rental.
The accounting policies for these segments are the same as those described in
Note 1 of the Company's Form 10-KSB for fiscal year ended 1999 and there are no
inter-segment transactions. The
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<PAGE> 8
Company evaluates the performances of its segments and allocates resources to
them based primarily on gross profit. All operating revenues and expenses are
allocated to business segments in determining their gross profit. All other
expenses are not utilized in determining the allocation of resources on a
segment basis.
The table below summarizes information about the reported segments (in
thousands) as of and for the three months ended September 30, 2000 and 1999:
<TABLE>
<CAPTION>
EQUIPMENT ARTC TOTAL
<S> <C> <C> <C>
THREE MONTHS ENDED 9/30/00
Sales $2,236 $ 837 $3,073
Gross profit 965 277 1,242
Property and equipment, net 404 998 1,402
THREE MONTHS ENDED 9/30/99
Sales $1,603 $ 846 $2,449
Gross profit 586 314 900
Property and equipment, net 592 965 1,557
</TABLE>
The table below summarizes information about the reported segments (in
thousands) as of and for the nine months ended September 30, 2000 and 1999:
<TABLE>
<CAPTION>
EQUIPMENT ARTC TOTAL
<S> <C> <C> <C>
NINE MONTHS ENDED 9/30/00
Sales $7,029 $2,505 $9,534
Gross profit 2,786 881 3,667
Property and equipment, net 404 998 1,402
NINE MONTHS ENDED 9/30/99
Sales $6,081 $2,750 $8,831
Gross profit 2,216 1,131 3,347
Property and equipment, net 592 965 1,557
</TABLE>
8
<PAGE> 9
The following table shows sales by geographic area (in thousands) for the three
months ended September 30, 2000 and 1999:
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
<S> <C> <C>
United States $2,293 $2,176
International 780 273
------ ------
Total $3,073 $2,449
====== ======
</TABLE>
The following table shows sales by geographic area (in thousands) for the nine
months ended September 30, 2000 and 1999:
<TABLE>
<CAPTION>
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
<S> <C> <C>
United States $6,940 $7,682
International 2,594 1,149
------ ------
Total $9,534 $8,831
====== ======
</TABLE>
9
<PAGE> 10
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The statements contained in this report which are not historical in nature are
forward-looking statements subject to risks and uncertainties that are difficult
or impossible to predict with accuracy. Actual results could differ materially
from those set forth or implied by forward-looking statements. Such risks and
uncertainties include, but are not limited to, variability in order flow and
operating results, the ability of the Company to find and retain qualified
personnel to staff its manufacturing and marketing operations and existing and
anticipated test centers, and the risk that the demand for the Company's systems
will not continue to grow.
Results of Operations
The Company's annual and quarterly operating results could be subject to
fluctuations for a variety of reasons. The Company operates with a small backlog
relative to its revenue; thus most of its sales in each quarter result from
orders received in the current or prior quarter. In addition, because prices for
the Company's products are relatively substantial, a significant portion of net
sales for each quarter is attributable to a relatively small number of units.
The Company expects to continue to experience such fluctuations in its results
of operations in the future.
Three Months Ended September 30, 2000 Compared With Three Months Ended
September 30, 1999
Revenue increased $624,000 or 25.5% to $3,073,000 in the quarter ended September
30, 2000 from $2,449,000 in the quarter ended September 30, 1999.
OVS System revenue increased $633,000 or 39.5% from $1,603,000 in the three
months ended September 30,1999 to $2,236,000 in the three months ended September
30, 2000. Sixteen OVS units were sold in the third quarter of 2000 compared with
twelve OVS units sold in the third quarter of 1999. The increase in sales volume
for the quarter ended September 30, 2000 primarily occurred due to focusing the
domestic sales staff on potential key customers and the establishment of new
sales partnerships to expand the Company's customer base. International OVS
system sales grew with
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<PAGE> 11
six units sold in the quarter ended September 30, 2000 versus two units sold in
the quarter ended September 30, 1999.
Test center revenue decreased $9,000 or 1.1% from $846,000 the quarter ended
September 30, 1999 to $837,000 in the quarter ended September 30, 2000. The
Company operated seven test centers and had four strategic partnership test
center operations in Europe during 2000 versus eight test centers in the U.S.
and three strategic partnership operations in Europe during the same period in
1999. During the third quarter 2000, QualMark took steps to optimize ARTC Labs
by reducing lab overhead and test center personnel. The company believes that
these changes will result in increased revenue and higher margins.
Gross Profit
The gross margin for the quarter ended September 30, 2000 was 40.4%. This
compares to a gross margin of 36.7% for the quarter ended September 30, 1999.
During the third quarter of 2000, the increase in gross margin for the
three-month period is mostly due to control mechanisms implemented to manage
overhead. Management expects margins to further increase during future quarters
as continued emphasis is placed on manufacturing utilization and overhead
management.
Operating Expenses
Total operating expenses decreased $1,640,000 or 59.3% from $2,766,000 in the
quarter ended September 30, 1999 to $1,126,000 in the quarter ended September
30, 2000.
Selling, general and administrative expenses declined $1,691,000 or 65% from
$2,600,000 for the quarter ended September 30, 1999 to $909,000 for the quarter
ended September 30, 2000. The decrease is attributed to substantial legal costs
incurred in 1999, which were associated with the defense of a Company patent.
All patent litigation was resolved in August 1999(Refer to the 1999, Form 10KSB,
Item 3.Legal Proceedings).
Research and development costs increased $51,000 or 30.7% from $166,000 for the
quarter ended September 30, 1999 to $217,000 for the quarter ended September 30,
2000. The increase is attributed to the Company's continued commitment to
investing in research and development, with a focus on current product line
improvements. On October 2, 2000, QualMark introduced a new product called
Typhoon that the Company believes will enable users of combined stress and
thermal-only test chambers to cut their consumable costs by up to 50%.
11
<PAGE> 12
Nine Months Ended September 30, 2000 Compared With Nine Months Ended
September 30, 1999
Revenue
Revenue increased $703,000 or 8% to $9,534,000 in the nine months ended
September 30, 2000 from $8,831,000 in the nine months ended September 30, 1999.
OVS System revenue increased $948,000 or 15.6% from $6,081,000 in the nine
months ended September 30,1999 to $7,029,000 in the nine months ended September
30, 2000. Forty-nine OVS units were sold in the first nine months of 2000
compared to forty-three OVS units sold in the first nine months of 1999. The
increase in sales volume for the period ended September 30, 2000 primarily
occurred due to focusing the domestic sales staff on potential key customers and
the establishment of new sales partnerships to expand the Company's customer
base. International OVS system sales grew with seventeen units sold in the
nine-month period ended September 30, 2000 versus seven units sold in the
nine-month period ended September 30, 1999.
Test center revenue decreased $245,000 or 8.9% from $2,750,000 in the nine
months ended September 30,1999 to $2,505,000 in the nine months ended September
30, 2000. The Company operated seven test centers and had four strategic
partnership test center operations in Europe during 2000 versus eight test
centers in the U.S. and three strategic partnership operations in Europe during
the same period in 1999. During the third quarter 2000, QualMark took steps to
optimize ARTC Labs by reducing lab overhead and test center personnel. The
company believes that these changes will result in increased revenue and higher
margins.
Gross Profit
The gross margin for the nine months ended September 30, 2000 was 38.5%. This
compares to a gross margin of 37.9% for the nine months ended September 30,
1999. During the second quarter of 2000, the Company wrote off $111,000 of
inventory that was determined to be technologically obsolete, which was directly
charged to cost of sales. Without the write down, the nine months ended
September 30, 2000 gross margin would have been 39.6%. The increase in gross
margin for the nine-month period is mostly due to control mechanisms implemented
to manage overhead. Management expects margins to further increase during future
quarters as continued emphasis is placed on manufacturing utilization and
overhead management.
12
<PAGE> 13
Operating Expenses
Total operating expenses declined $2,678,000 or 40.9% to $3,872,000 in the nine
months ended September 30, 2000 from $6,550,000 in the nine months ended
September 30, 1999.
Selling, general and administrative expenses declined $3,067,000 or 50.9% from
$6,029,000 for the nine months ended September 30, 1999 to $2,962,000 for the
nine months ended September 30, 2000. The decrease is attributed to substantial
legal costs incurred in 1999, which were associated with the defense of a
Company patent. All patent litigation was resolved in August 1999 (Refer to the
1999, Form 10KSB, Item 3.Legal Proceedings). Sales and marketing expenses also
contributed to the decline, with a decrease of 17.3% for the nine months ended
September 30, 2000 as compared to the nine months ended September 30, 1999. The
sales and marketing expense fluctuations are primarily due to staffing
reductions in the marketing department and associated expenses.
Research and development costs increased $117,000 or 22.5% from $521,000 for the
nine months ended September 30, 1999 to $638,000 for the nine months ended
September 30, 2000. The increase is attributed to the Company's continued
commitment to investing in research and development, with a focus on current
product line improvements. On October 2, 2000, QualMark introduced a new product
"Typhoon" that will enable users of combined stress and thermal-only test
chambers to cut their consumable costs by up to 50%.
In the second quarter ended June 30, 2000 the Company incurred costs of $272,000
due to an organizational restructure. The organizational restructure focused on
personnel reductions throughout several departments within the Company, which
included costs associated with the termination of the former president. The
Company does not expect to incur any additional costs related to the
organizational restructure.
Liquidity and Capital Resources
During the first nine months of 2000, the Company's operations provided $342,000
of cash from operating activities and the Company invested $346,000 for
equipment and sold equipment for $15,000. The Company also invested $34,000 for
patent registrations. The Company borrowed $950,000 and made payments of
$500,000 under its credit line agreement. Existing investors exercised options
for common stock for proceeds of $236,000. Together, these activities resulted
in a cash increase of $663,000 for a year to date ending balance of $1,188,000.
13
<PAGE> 14
During the nine months ended September 30, 2000, the Company drew $450,000 and
$500,000 against its revolving Credit Agreement. The draws accrue interest at
10.23% and 10.12%, per annum, respectively. Both draws mature on December 22,
2001.
The Company's term loan agreement may not exceed $1,411,000, bears interest at
the reserve adjusted LIBOR rate plus the applicable margin (as defined), which
was 10.16% at September 30, 2000. The term loan matures December 2001.
As of September 30, 2000, the balances of the revolving credit and term loan are
$2,000,000 and $961,000 respectively.
On August 2, 2000, the Company received the Letter from US Bank Corporation
waiving certain financial covenants set forth in the Third Amendment to Loan
Agreement dated March 31, 2000. The Letter, in turn, established new financial
covenants commencing with the quarter ended September 30, 2000, continuing
through the quarter ended December 31, 2000. Beginning with the quarter ended
March 31, 2001 compliance with the original financial covenants will be
reinstated. The Credit Agreement is secured by substantially all the assets of
the Company. As of September 30, 2000 the Company was in compliance with the
financial covenants set forth in the Letter.
14
<PAGE> 15
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's exposure to interest rate changes are primarily related to its
variable rate debt issued under its $2,000,000 revolving line of credit and
$961,000 term loan. The revolving line of credit reflects five draws against it,
with interest rates ranging from 10.12% to 10.23%, each with a maturity date of
December 22, 2001. The Company's term loan agreement bears interest at the
reserve adjusted LIBOR rate plus the applicable margin (as defined), which was
10.16% at September 30, 2000, and matures December 2001. As of September 30,
2000, the balances of the revolving credit and term loan are $2,000,000 and
$961,000, respectively. Because the interest rates on these facilities are
variable, based upon the bank's prime rate or LIBOR, the Company's interest
expense and net income are affected by interest rate fluctuations. If interest
rates were to increase or decrease by 100 basis points, the result, based upon
the existing outstanding debt as of September 30, 2000 would be an annual
increase or decrease of approximately $30,000 in interest expense and a
corresponding decrease or increase of approximately $18,000 in the Company's net
income after taxes.
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<PAGE> 16
PART II OTHER INFORMATION
Item 1 Legal Proceedings
Not Applicable
Item 2 Changes in Securities
Not Applicable
Item 3 Defaults upon Senior Securities
None
Item 4 Submission of Matters to a Vote of Security Holders
None
Item 5 Other Information
(a) During August of 2000, QualMark announced the appointment of
Charles D. Johnston as President and CEO. Mr. Johnston brings over
30 years of senior management experience. Mr. Johnston is
incorporating new strategies, which the Company believes will
result in positive changes.
(b) On November 7, 2000, QualMark announced that Vernon W. Settle had
resigned his position of Vice President of finance and
administration to pursue other business interests. The Company is
seeking a permanent replacement.
Item 6 Exhibits and Reports on Form 8-K.
(a) Exhibits - See Index to Exhibits
(b) Reports on Form 8-K during the quarter ended September 30, 2000:
None
16
<PAGE> 17
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
QualMark Corporation
Date: November 9, 2000 By: /s/ CHARLES D. JOHNSTON
-------------------- ----------------------------------
Charles D. Johnston
President, Chief Executive Officer
Date: November 9, 2000 By: /s/ ANTHONY A SCALESE
-------------------- ----------------------------------
Anthony A. Scalese
Controller
17
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- ------------
<S> <C>
3.1 Amended and Restated Articles of Incorporation of the Company. (1)
3.2 Amended and Restated Bylaws of the Company. (1)
3.3 Certificate of Designation for Series A Preferred Stock. (5)
4.1 Form of Certificate for Shares of Common Stock. (1)
4.6 Form of Warrant issued to holders of 10% secured promissory notes. (1)
10.1 QualMark Corporation 1993 Incentive Stock Option Plan. (1)
10.2 QualMark Corporation 1996 Stock Option Plan. (3)
10.3 Employment Agreement dated March 1, 1993 by and between the Company and W. Preston Wilson. (1)
10.4 Employment Agreement dated August 15, 1994 by and between the Company and J. Wayne Farlow. (1)
10.5 Agreement dated September 30, 1995 by and between the Company and Gregg K. Hobbs. (1)
10.8 Addendum to Agreement dated as of December 21, 1995 by and between the Company and Gregg K.
Hobbs. (1)
10.11 Loan and Security Agreement dated April 30, 1996, by and between QualMark Corporation and
Silicon Valley Bank, as amended by Amendment to Loan and Security Agreement dated August 18,
1997. (2)
10.12 Loan and Security Agreement dated December 22, 1998, by and between QualMark Corporation and
U.S. Bank National Association. (4)
10.13 Waiver and Amendment to Loan Agreement dated March 15, 1999 by and between QualMark and U.S.
Bank National Association. (4)
10.14 Second Amendment to Loan Agreement dated August 23, 1999 by and between QualMark and U.S.
Bank National Association. (5)
10.15 Settlement Agreement dated August 30, 1999 by and among QualMark Corporation and Screening
Systems, Inc. (5)
10.16 Preferred Stock Purchase Agreement dated September 1, 1999, including Warrant to Purchase
139,535 Shares of Common Stock. (5)
10.17 Third Amendment to Loan Agreement dated March 31, 2000 by and between QualMark and U.S. Bank
National Association. (6)
10.18 Employment Agreement dated July 17, 2000 by and between the Company and Charles D. Johnston.
27.1 Financial Data Schedule
</TABLE>
<PAGE> 19
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(1) Incorporated by reference from the Company's Registration Statement No.
333-1454-D on Form SB-2.
(2) Incorporated by reference from the Company's Quarterly Report on Form
10-QSB for the quarter ended September 30, 1997.
(3) Incorporated by reference from the Company's Proxy Statement for the 1996
Annual Meeting of Shareholders.
(4) Incorporated by reference from the Company's Annual Report of Form 10-KSB
for the year ended December 31, 1998.
(5) Incorporated by reference from the Company's Quarterly Report on Form
10-QSB for the quarter ended September 30, 1999.
(6) Incorporated by reference from the Company's Quarterly Report on Form
10-QSB for the quarter ended June 30, 2000.
