<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 June 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the Transition period from ______________________ to ______________________
Commission file number 0-28484
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
-------------------------------------- -------
(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 August 3, 2000 is
3,570,761.
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>
JUNE 30, DECEMBER 31,
2000 1999
----------- ------------
(UNAUDITED)
ASSETS
<S> <C> <C>
Cash $ 1,164 $ 525
Trade accounts receivable, net of allowance for
doubtful accounts of $170 and $192 at June 30,
2000 and December 31, 1999, respectively 3,060 4,089
Inventories, net 1,659 1,725
Deferred income taxes 1,044 1,089
Other current assets 228 125
------- -------
Total current assets 7,155 7,553
Property and equipment, net 1,507 1,508
Long-term notes receivable -- 104
Deferred income taxes 88 88
Other assets 153 155
------- -------
Total assets $ 8,903 $ 9,408
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable $ 638 $ 1,179
Accrued expenses 1,400 1,302
Customer deposits and deferred revenue 82 58
Current portion of long-term obligations 2,225 1,700
------- -------
Total current liabilities 4,345 4,239
Noncurrent portion of long-term obligations 1,086 1,086
------- -------
Total liabilities 5,431 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; 3,570,761 and 3,539,015 shares
issued at June 30, 2000 and December 31, 1999, respectively 7,364 7,295
Treasury Stock, at cost, 35,546 and zero shares held
at June 30, 2000 and December 31, 1999, respectively (123) --
Accumulated deficit (4,603) (4,046)
------- -------
Total shareholders' equity 3,472 4,083
------- -------
Total liabilities and shareholders' equity $ 8,903 $ 9,408
======= =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 3
QUALMARK CORPORATION
STATEMENT OF CASH FLOWS
(UNAUDITED, AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
For the six For the six
months ended months ended
June 30, 2000 June 30, 1999
------------- -------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net loss $ (517) $ (829)
Adjustments to reconcile net loss to net cash from
operating activities:
Inventory write off 111 --
Severance charges 190 --
Depreciation and amortization 280 277
Warrant and stock option expense -- 11
Deferred income taxes 45 (582)
Change in assets and liabilities:
Accounts receivable 1,029 (327)
Inventories (45) 19
Other assets (105) (29)
Accounts payable and accrued expenses (673) 674
Customer deposits and deferred revenue 24 7
----- ------
Net cash provided by (used in) operating activities 339 (779)
----- ------
Cash Flows From Investing Activities:
Acquisition of property and equipment (271) (410)
Investment in patents (23) (26)
----- ------
Net cash used in investing activities (294) (436)
----- ------
Cash Flows From Financing Activities:
Proceeds from borrowing 950 750
Payments on borrowings (425) (155)
Proceeds from issuance of common stock 69 116
----- ------
Net cash provided by financing activities 594 711
----- ------
Net increase (decrease) in cash 639 (504)
Cash at beginning of period 525 668
------ ------
Cash at end of period $1,164 $ 164
====== ======
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 4
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 six For the six
months ended months ended months ended months ended
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
---------------- ---------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Net revenue $ 2,944 $ 3,400 $ 6,461 $ 6,381
Cost of sales 1,766 2,132 4,036 3,935
---------- ---------- ---------- ----------
Gross profit 1,178 1,268 2,425 2,446
Selling, general and administrative expenses 1,116 2,193 2,054 3,428
Research and development expenses 305 185 420 355
Severance charges 272 -- 272 --
---------- ---------- ---------- ----------
Loss from operations (515) (1,110) (321) (1,337)
Other expense:
Interest, net (73) (40) (151) (69)
---------- ---------- ---------- ----------
Loss before income taxes (588) (1,150) (472) (1,406)
Provision (benefit) for income taxes - (472) 45 (577)
---------- ---------- ---------- ----------
Net loss $ (588) $ (678) $ (517) $ 829)
========== ========== ========== ==========
Basic and diluted loss per share $ (0.17) $ (0.19) $ (0.15) $ (0.24)
Weighted average number of common shares - basic and diluted 3,558,000 3,539,000 3,553,000 3,525,000
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<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 June 30, 2000 and for the three and six months
ended June 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 six months ended
June 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>
6/30/00
(unaudited) 12/31/99
--------- --------
<S> <C> <C>
Raw materials $ 667 $ 905
Work in process 47 213
Finished goods 995 657
Less: Allowance for obsolescence (50) (50)
------ ------
$1,659 $1,725
====== ======
</TABLE>
The Company monitors inventory for turnover and technical obsolescence. During
the three months ended June 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 six months ended June 30, 2000, the Company drew $450,000 and
$500,000 against its revolving Credit Agreement. The draws accrue interest at
9.73% and 10.13%, 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 10.65% at June 30, 2000. The term loan matures December 2001.
Although the Company is not now, nor has it ever been in arrears on any payment
pursuant to the Credit Agreement, as of June 30, 2000, the Company is in default
of certain financial covenants contained in the Credit Agreement. 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, establishes new financial
covenants commencing with the quarter ending September 30, 2000, and continuing
through the quarter ending 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 June 30, 2000, the balances of the revolving credit and term loan are
$2,000,000 and $1,036,000, 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.
Due to the Company's loss from continuing operations for the three and six month
periods ending June 30, 2000 and 1999, a calculation of earnings per share
assuming dilution is not required. Options and warrants to purchase 1,530,944
and 920,483 shares were not included in the computation of the diluted loss per
share for the three and six month periods ended June 30, 2000 and 1999,
respectively, as the options and warrants would have an antidilutive effect.
6
<PAGE> 7
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 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 have been terminated. Cash payments made in June
of 2000 relieving the restructuring liability totaled $82,000. As of June 30,
2000 the restructuring liability balance totaled $190,000.
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 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.
7
<PAGE> 8
The table below summarizes information about the reported segments (in
thousands) as of and for the three months ended June 30, 2000 and 1999:
<TABLE>
<CAPTION>
EQUIPMENT ARTC TOTAL
THREE MONTHS ENDED 6/30/00
<S> <C> <C> <C>
Sales $2,082 $862 $2,944
Gross profit 844 334 1,178
Property and equipment, net 533 974 1,507
THREE MONTHS ENDED 6/30/99
Sales $2,319 $1,081 $3,400
Gross profit 742 526 1,268
Property and equipment, net 544 904 1,448
</TABLE>
The table below summarizes information about the reported segments (in
thousands) as of and for the six months ended June 30, 2000 and 1999:
<TABLE>
<CAPTION>
EQUIPMENT ARTC TOTAL
SIX MONTHS ENDED 6/30/00
<S> <C> <C> <C>
Sales $4,793 $1,668 $6,461
Gross profit 1,820 605 2,425
Property and equipment, net 533 974 1,507
</TABLE>
<TABLE>
<CAPTION>
EQUIPMENT ARTC TOTAL
SIX MONTHS ENDED 6/30/99
<S> <C> <C> <C>
Sales $4,477 $1,904 $6,381
Gross profit 1,629 817 2,446
Property and equipment, net 544 904 1,448
</TABLE>
8
<PAGE> 9
The following table shows sales by geographic area (in thousands) for the three
months ended June 30, 2000 and 1999:
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
<S> <C> <C>
United States $2,130 $2,790
International 814 610
------ ------
Total $2,944 $3,400
====== ======
</TABLE>
The following table shows sales by geographic area (in thousands) for the six
months ended June 30, 2000 and 1999:
<TABLE>
<CAPTION>
SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
<S> <C> <C>
United States $4,647 $5,505
International 1,814 876
------ ------
Total $6,461 $6,381
====== ======
</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 June 30, 2000 Compared With Three Months Ended June 30, 1999
Revenue decreased $456,000 or 13.4% to $2,944,000 in the quarter ended June 30,
2000 from $3,400,000 in the quarter ended June 30, 1999. Thirteen OVS units were
sold in the second quarter of 2000 compared with sixteen OVS units sold in the
second quarter of 1999. The decrease in sales volume for the quarter ended June
30, 2000 primarily occurred due to the loss of the Eastern Regional VP, which
significantly reduced the Company's dominant presence in the eastern domestic
market. International OVS system sales
10
<PAGE> 11
grew stronger with five units sold in the quarter ended June 30, 2000 versus
three units sold in the quarter ended June 30, 1999.
Test center revenue decreased $219,000 or 20.3% from $1,081,000 the quarter
ended June 30, 1999 to $862,000 in the quarter ended June 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 first quarter of 2000, two of the Company's larger test centers
suffered losses of key sales and test engineer personnel, which contributed to a
decline of revenue for 2000, as compared with 1999.
Gross Profit
The gross margin for the quarter ended June 30, 2000 was 40%. This compares to a
gross margin of 37.3% for the quarter ended June 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 quarter ended June 30, 2000 gross margin would have
been 43.8%. 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 $685,000 or 28.8% from $2,378,000 in the
quarter ended June 30, 1999 to $1,693,000 in the quarter ended June 30, 2000.
Selling, general and administrative expenses declined $1,077,000 or 49.1% from
$2,193,000 for the quarter ended June 30, 1999 to $1,116,000 for the quarter
ended June 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 10-KSB, Item 3. Legal Proceedings).
Research and development costs increased $121,000 or 65.5% from $185,000
thousand for the quarter ended June 30, 1999 to $305,000 for the quarter ended
June 30, 2000. The increases for the period was caused primarily by the
Company's dedication to diligently pursue further product development and
advancement of technology.
In the second quarter ended June 30, 2000 the Company incurred costs of $272,000
due to an organizational restructure. The
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<PAGE> 12
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.
Six Months Ended June 30, 2000 Compared With Six Months Ended June 30, 1999
Revenue
Revenue increased $80,000 or 1.3% to $6,461,000 in the six months ended June 30,
2000 from $6,381,000 in the six months ended June 30, 1999.
OVS System revenue increased $316,000 or 7.1% from $4,477,000 in the six months
ended June 30,1999 to $4,793,000 in the six months ended June 30, 2000.
Thirty-three OVS units were sold in the first six months of 2000 compared to
thirty-one OVS units sold in the first six months of 1999. The consistent system
sales volume, as compared with the increased sales revenue is attributable to a
reduction of sales discounts and a more favorable product mix. International OVS
system sales grew steadily with eleven units sold in the six month period ended
June 30, 2000 versus five units sold in the six month period ended June 30,
1999.
Test center revenue decreased $236,000 or 12.4% from $1,904,000 in the six
months ended June 30,1999 to $1,668,000 in the six months ended June 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 first quarter of 2000, two of the Company's larger test centers
suffered losses of key sales and test engineer personnel, which contributed to a
decline of revenue for 2000, as compared with 1999.
Gross Profit
The gross margin for the six months ended June 30, 2000 was 37.5%. This compares
to a gross margin of 38.3% for the six months ended June 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 quarter ended June 30, 2000 gross margin
would have been 39.3%. The increase in gross margin for the six 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 $1,037,000 or 27.4% to $2,746,000 in the six
months ended June 30, 2000 from $3,783,000 in the six months ended June 30,
1999.
Selling, general and administrative expenses declined $1,374,000 or 40.1% from
$3,428,000 for the quarter ended June 30, 1999 to $2,054,000 for the quarter
ended June 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
10-KSB, Item 3. Legal Proceedings). Sales and marketing expenses also decreased
$289,000 or 22.1% from $1,309,000 for the six months ended June 30, 1999 to
$1,020,000 for the six months ended June 30, 2000. These expense fluctuations
are primarily due to staffing reductions in the marketing department and
associated expenses.
Research and development costs increased $65,000 from $355,000 for the six
months ended June 30, 1999 to $420,000 for the six months ended June 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.
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 six months of 2000, the Company's operations provided $339,000
of cash from operating activities and invested $271,000 for equipment and
$23,000 for patent registrations. The Company borrowed $950,000 and made
payments of $75,000 under its credit line agreement. A $350,000 payment was also
made on the debt to SSI, in accordance with the litigation agreement (Refer to
the 1999, Form 10-KSB, Item 3. Legal Proceedings). Existing investors exercised
options for common stock for proceeds of $69,000. Together, these activities
resulted in a cash increase of $639,000 for a year to date ending balance of
$1,164,000.
13
<PAGE> 14
During the six months ended June 30, 2000, the Company drew $450,000 and
$500,000 against its revolving Credit Agreement. The draws accrue interest at
9.73% and 10.13%, 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 10.65% at June 30, 2000. The term loan matures December 2001.
Although the Company is not now, nor has it ever been in arrears on any payment
pursuant to the Credit Agreement, as of June 30, 2000, the Company is in default
of certain financial covenants contained in the Credit Agreement. 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, establishes new financial covenants
commencing with the quarter ending September 30, 2000, and continuing through
the quarter ending 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 June 30, 2000, the balances of the revolving credit and term loan are
$2,000,000 and $1,036,000, 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.
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
$1,036,000 term loan. The revolving line of credit reflects five draws against
it, with interest rates ranging from 9.72% to 10.40%, 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
10.65% at June 30, 2000, and matures December 2001. As of June 30, 2000, the
balances of the revolving credit and term loan are $2,000,000 and $1,036,000,
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 June 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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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
The following matters were submitted to a vote of shareholders of the Company at
the Annual Meeting of Shareholders held May 15, 2000:
(a) The following members were elected to the Board of Directors to hold
office until the next annual meeting.
<TABLE>
<CAPTION>
Nominee For Withheld
------- --- --------
<S> <C> <C>
W. Preston Wilson 3,006,053 24,583
James LD Roser 3,006,053 24,583
Philip A. Gordon 3,006,053 24,583
H. Robert Gill 3,006,053 24,583
William Sanko 3,005,353 25,283
</TABLE>
(b) PricewaterhouseCoopers LLP, independent public accountants, were
selected as the auditors of the Company for the fiscal year ending
December 31, 2000, by a vote of 2,984,383 in favor and 44,853 against.
Item 5 Other Information
Not Applicable
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 June 30, 2000:
16
<PAGE> 17
On May 19, 2000, the Registrant issued a press release announcing the
resignation of its President and Chief Executive Officer, Preston
Wilson. Current board member Philip Gordon replaced Mr. Wilson as
President and Chief Executive Officer until a permanent replacement can
be found. Robert Gill also stepped down as Chairman of the Board but
will remain a director of the Registrant. William Sanko was appointed
Chairman of the Board to replace Mr. Gill.
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: August 11, 2000 By: /s/ PHILIP A. GORDON
--------------- ---------------------
Philip A. Gordon
President, Chief Executive Officer
Date: August 11, 2000 By: /s/ VERNON W. SETTLE
--------------- --------------------
Vernon W. Settle
VP, Finance & Administration
Principal Accounting Officer
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.
</TABLE>
18
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<TABLE>
<S> <C>
27.1 Financial Data Schedule
</TABLE>
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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.
19
