<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 March 31, 2000
-------------------------------------------------
[ ] 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
----------------------------------------------------
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(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 May 3, 2000 is 3,566,998.
- -------------------------------------------------------------------------------
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>
MARCH 31, DECEMBER 31,
2000 1999
---------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash $ 798 $ 525
Trade accounts receivable, net of allowance for
doubtful accounts of $176 and $192 at March 31,
2000 and December 31, 1999, respectively 4,211 4,089
Inventories, net 1,278 1,725
Deferred income taxes 1,044 1,089
Other current assets 186 125
---------- ----------
Total current assets 7,517 7,553
Property and equipment, net 1,624 1,508
Long-term notes receivable 98 104
Deferred income taxes 88 88
Other assets 151 155
---------- ----------
Total assets $ 9,478 $ 9,408
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable $ 857 $ 1,179
Accrued expenses 1,133 1,302
Customer deposits and deferred revenue 79 58
Current portion of long-term obligations 2,150 1,700
---------- ----------
Total current liabilities 4,219 4,239
Noncurrent portion of long-term obligations 1,086 1,086
---------- ----------
Total liabilities 5,305 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
at March 31, 2000 and December 31, 1999 834 834
Common Stock; no par value;15,000,000 shares
authorized; 3,566,998 and 3,539,015 shares
issued at March 31, 2000
and December 31, 1999, respectively 7,350 7,295
Treasury Stock, at cost, 4,016 and zero shares held
at March 31, 2000 and December 31, 1999, respectively (16) --
Accumulated deficit (3,995) (4,046)
---------- ----------
Total shareholders' equity 4,173 4,083
---------- ----------
Total liabilities and shareholders' equity $ 9,478 $ 9,408
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<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
MONTHS ENDED MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
-------------- --------------
<S> <C> <C>
Net revenue $ 3,517 $ 2,981
Cost of sales 2,269 1,803
----------- -----------
Gross profit 1,248 1,178
Selling, general and administrative expenses 940 1,235
Research and development expenses 115 170
----------- -----------
Income (loss) from operations 193 (227)
Other expense:
Interest, net (77) (29)
----------- -----------
Income (loss) before income taxes 116 (256)
Provision (benefit) for income taxes 45 (105)
----------- -----------
Net income (loss) $ 71 $ (151)
=========== ===========
Basic earnings (loss) per share $ 0.02 $ (0.04)
Diluted earnings (loss) per share 0.02 (0.04)
Weighted average number of common shares - basic 3,552,000 3,510,000
Weighted average number of common shares - diluted 3,807,000 3,510,000
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 4
QUALMARK CORPORATION
STATEMENT OF CASH FLOWS
(UNAUDITED, AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
-------------- --------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income (loss) $ 71 $(151)
Adjustments to reconcile net income (loss) to net cash from
operating activities:
Depreciation and amortization 146 133
Warrant and stock option expense -- 6
Change in deferred income taxes 45 (109)
Change in assets and liabilities:
Accounts receivable (122) 199
Inventories 447 (327)
Other assets (72) (63)
Accounts payable and accrued expenses (511) (313)
Customer deposits and deferred revenue 21 13
----- -----
Net cash provided by (used in) operating activities 25 (612)
----- -----
Cash Flows From Investing Activities:
Acquisition of property and equipment (257) (184)
Investment in patents -- (11)
----- -----
Net cash used in investing activities (257) (195)
----- -----
Cash Flows From Financing Activities:
Proceeds from borrowing 450 600
Payments on borrowings -- (1)
Proceeds from issuance of common stock 55 115
----- -----
Net cash provided by financing activities 505 714
----- -----
Net increase in cash 273 (93)
Cash at beginning of period 525 668
----- -----
Cash at end of period $ 798 $ 575
===== =====
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
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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 March 31, 2000 and for the three months ended
March 31, 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 months ended March 31,
2000 are not necessarily indicative of results for the remainder of 2000.
NOTE 2 - Inventories
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
3/31/00
(unaudited) 12/31/99
----------- --------
<S> <C> <C>
Raw materials $ 800 $ 905
Work in process 18 213
Finished goods 510 657
Less: Allowance for obsolescence (50) (50)
------- -------
$ 1,278 $ 1,725
======= =======
</TABLE>
NOTE 3 - Commercial Bank Borrowings
During the three months ended March 31, 2000, the Company drew $450,000 against
its revolving Credit Agreement. The draw accrues interest at 9.72% per annum and
matures on December 22,
5
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2001. On March 24, 2000, the Company received a letter ("the Letter") from US
Bank Corporation waiving certain financial convenants set forth in the Second
Amendment to Loan Agreement dated August 23, 1999. The Letter, in turn,
establishes new financial covenants commencing with the quarter ending March 31,
2000 and continuing through the quarter ending September 30, 2000. Beginning
with the quarter ended December 31, 2000 compliance with the original financial
covenants will be reinstated. The Credit Agreement is secured by substantially
all the assets of the Company.
As of March 31, 2000, the balances of the revolving credit and term loan are
$1,500,000 and $1,111,00, respectively.
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 699,852 shares were included in the computation
of earnings per share for the three month period assuming dilution at March 31,
2000 because the options would result in a dilutive effect on earnings per
share. Options and warrants to purchase 943,093 shares of common stock were
excluded from dilutive calculations for the quarter ended March 31, 2000,
because their exercise prices were greater than the average fair market value of
the Company's stock for the period, and as such, they would be antidilutive.
Options and warrants to purchase 815,983 shares were not included in the
computation of diluted earnings (loss) per share for the three month period
ending March 31, 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 is payable over five years, with 5% of the principal due
at each anniversary date and the remaining balance due to 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
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related to the note. As of March 31, 2000, the outstanding note balance was
$98,000.
NOTE 6 - 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 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 March 31, 2000 and 1999:
<TABLE>
<CAPTION>
EQUIPMENT ARTC TOTAL
<S> <C> <C> <C>
THREE MONTHS ENDED 3/31/00
Sales $2,711 $ 806 $3,517
Gross profit 976 272 1,248
Property and equipment, net 576 1,048 1,624
THREE MONTHS ENDED 3/31/99
Sales $2,158 $ 823 $2,981
Gross profit 887 291 1,178
Property and equipment, net 423 944 1,367
</TABLE>
The following table shows sales by geographic area (in thousands) for the three
months ended March 31, 2000 and 1999:
7
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<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
<S> <C> <C>
United States $2,517 $2,373
International 1,000 608
------ ------
Total $3,517 $2,981
====== ======
</TABLE>
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.
Revenue
Net revenue increased $536,000 (18.0%) from $2,981,000 to $3,517,000 for the
three months ended March 31, 2000, as compared with the three months ended March
31, 1999 due primarily to the
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<PAGE> 9
increased demand for the Company's OVS system in international markets.
The Company attributes the increase in demand for OVS systems to continuing,
strategic business relationships being established and increasing product
awareness in the international market place. Management also believes that
demand has increased due to the passing of the Year 2000, with no significant
issues. OVS system sales increased $553,000 (25.6%) in the three-month period
ended March 31, 2000, from $2,158,000 to $2,711,000 as compared to the three
month period ended March 31, 1999. Unit shipments increased from fifteen to
twenty systems in the comparable three-month periods ended March 31, 2000 and
1999. Of the units sold in the quarter ended March 31, 2000, six represented
international sales versus two international sales for the quarter ended March
31, 1999.
Test center revenue for the three months ended March 31, 2000 decreased $17,000
(2.1%) from $823,000 to $806,000 over the three months ended March 31, 1999. 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.
The Company primarily attributes the decrease in ARTC lab revenue to a decline
in volume. During the three months ended March 31, 2000, two of the Company's
larger test center labs suffered losses in key sales and test engineer
personnel. These factors directly affect the ARTC labs ability to maximize
volume.
Gross Margin
The gross margin for the three months ended March 31, 2000 was 35.5%. This
compares to a gross margin of 39.6% for the three months ended March 31, 1999.
The decrease in the gross margin for the three month period is mostly due to
decreased capacity utilization in the OVS manufacturing segment, product mix,
and price pressures created by competition. The Company also experienced
additional costs associated with increased overhead in the support of new
product offerings. The decline in volume from the ARTC labs also contributed to
the decrease in margins, as ARTC margins are primarily driven by volume.
Management expects margins to increase during future quarters, as focus is
placed on manufacturing utilization, improving product mix and ARTC lab
maximization.
Operating Expense
General and administrative expenses decreased $295,000 from
9
<PAGE> 10
$1,235,000 to $940,000 for the three months ended March 31, 2000 compared to the
same three-month period in 1999. The decrease in general and administrative
expense in the three month period is due primarily to cost saving initiatives
implemented during the three months ended March 31, 2000, reflecting a reduction
in sales headcount and associated expenditures, a decrease in outside
consultants, and an overall decline in departmental general and administrative
expenses.
Sales and marketing expenses decreased $262,000 from $685,000 for the three
months ended March 31, 1999 to $423,000 for the three months ended March 31,
2000. These expense fluctuations are primarily due to staffing changes in the
marketing department and associated expenses over the same three month period in
2000. Additional costs were incurred during the quarter ended March 31, 1999 for
international ARTC lab market research, as market development was in its infancy
stage.
Research and development costs decreased $55,000 from $170,000 for the three
months ended March 31, 1999 to $115,000 for the three months ended March 31,
2000. The decrease for the period was caused primarily by completion of prior
year development projects early in the March 31, 2000 quarter. The Company is
dedicated to continually pursue further product development and advancement of
technology, for which increased expenditures may occur in foreseeable quarters.
For the three months ended March 31, 2000, interest expense was $77,000.
Interest expense in the prior year's three-month period ending March 31, 1999
was $37,000 and interest income was $8,000. The increase in interest expense is
due to increased borrowing during the latter part of 1999 and in 2000.
Liquidity and Capital Resources
During the first three months of 2000, the Company's operations provided $25,000
of cash in operating activities and invested $257,000 for equipment. The Company
borrowed $450,000 under its credit line agreement and existing investors
exercised options for common stock for proceeds of $55,000. Together, these
activities resulted in a cash increase of $273,000 for a quarter ending balance
of $798,000.
During the three months ended March 31, 2000, the Company drew $450,000 against
its revolving Credit Agreement. The draw accrues interest at 9.72% per annum and
matures on December 22, 2001. On March 24, 2000, the Company received a letter
("the Letter") from US Bank Corporation waiving certain financial convenants set
forth in the Second Amendment to Loan Agreement dated August 23, 1999. The
Letter, in turn, establishes new
10
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financial covenants commencing with the quarter ending March 31, 2000 and
continuing through the quarter ending September 30, 2000. Beginning with the
quarter ended December 31, 2000 compliance with the original financial covenants
will be reinstated. The Credit Agreement is secured by substantially all the
assets of the Company.
As of March 31, 2000, the balances of the revolving credit and term loan are
$1,500,000 and $1,111,000, respectively.
The Company expects to meet long term liquidity requirements through cash flows
generated by operations and existing cash balances. The Company is dependent,
however, on its ability to maintain and grow its systems and test center
businesses in order to generate adequate operating cash flows but can make no
assurances that it will be successful in doing so.
The Company is or can be exposed to interest rate risk as a result of financing
through variable-rate debt. Interest rate risk is the exposure of an entity's
financial condition to adverse movements in interest rates.
11
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PART II OTHER INFORMATION
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 March 31, 2000: None
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: May 12, 2000 By: /s/ W. PRESTON WILSON
---------------- -------------------------
W. Preston Wilson
President, Chief Executive Officer
Date: May 12, 2000 By: /s/ VERNON W. SETTLE
---------------- -------------------------
Vernon W. Settle
VP, Finance & Administration
Principal Accounting Officer
12
<PAGE> 13
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)
27.1 Financial Data Schedule
</TABLE>
- --------------------------------------------------------------------------------
(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.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2000 AND THE CONSOLIDATED STATEMENT
OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 798
<SECURITIES> 0
<RECEIVABLES> 4,387
<ALLOWANCES> 176
<INVENTORY> 1,278
<CURRENT-ASSETS> 7,517
<PP&E> 1,765
<DEPRECIATION> 141
<TOTAL-ASSETS> 9,478
<CURRENT-LIABILITIES> 4,219
<BONDS> 0
0
834
<COMMON> 7,350
<OTHER-SE> (16)
<TOTAL-LIABILITY-AND-EQUITY> 9,478
<SALES> 3,517
<TOTAL-REVENUES> 3,517
<CGS> 2,269
<TOTAL-COSTS> 2,269
<OTHER-EXPENSES> 1,055
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 77
<INCOME-PRETAX> 116
<INCOME-TAX> 45
<INCOME-CONTINUING> 71
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 71
<EPS-BASIC> 0.02
<EPS-DILUTED> 0.02
</TABLE>
