SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
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T
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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FOR THE
FISCAL YEAR ENDED JUNE 30, 2009
OR
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£
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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FOR THE
TRANSITION PERIOD
FROM TO
_______________
COMMISSION
FILE NUMBER 000-30083
QUALSTAR
CORPORATION
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CALIFORNIA
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95-3927330
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(STATE
OF INCORPORATION)
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(I.R.S.
ID NO.)
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3990-B
HERITAGE OAK COURT, SIMI VALLEY, CA 93063
(805)
583-7744
Securities
registered pursuant to Section 12(b) of the Act:
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Title of Each Class:
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Name of Each Exchange on Which
Registered:
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Common
Stock
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The
NASDAQ Stock Market LLC
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Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark whether the registrant is well-known seasoned issuer, as defined
in Rule 405 of the Securities Act of 1933. Yes £ No
T
Indicate
by check mark whether the registrant is not required to file reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934. Yes £ No
T
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports); and (2) has been subject to such filing requirements for
the past 90 days. Yes T No
£
Indicate by check
mark whether the registrant has submitted electronically and posted on its
website, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes £ No
£
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. T
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “accelerated filer,” “large accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer £ Accelerated
filer £ Non-accelerated
filer £ Smaller
reporting company T
Indicate
by check mark whether the registrant is a shell company (as defined in Exchange
Act Rule 12b-2). Yes £ No
T
As of
December 31, 2008, (the last business day of the registrant’s most recently
completed second fiscal quarter), the aggregate market value of the common
equity held by non-affiliates of the registrant was approximately $15,542,000
based on the closing sales price as reported on the NASDAQ Stock
Market. As of August 26, 2009, there were 12,253,117 shares of common
stock without par value outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of registrant’s definitive proxy statement for its annual meeting of
shareholders to be held in 2010 are incorporated by reference into Part III of
this Form 10-K.
QUALSTAR CORPORATION
FORM
10-K
FOR
THE FISCAL YEAR ENDED JUNE 30, 2009
INDEX
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PART
I
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Item
1.
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4
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13
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Item
1A.
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13
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Item
1B.
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20
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Item
2.
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21
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Item
3.
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21
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Item
4.
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21
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PART
II
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Item
5.
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22
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Item
6.
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24
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Item
7.
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25
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Item
7A.
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31
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Item
8.
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31
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Item
9.
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52
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Item
9A(T).
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52
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Item
9B.
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52
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PART
III
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Item
10.
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53
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Item
11.
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53
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Item
12.
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53
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Item
13.
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53
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Item
14.
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53
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PART
IV
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Item
15.
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54
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55
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56
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FORWARD-LOOKING
STATEMENTS
This
Annual Report on Form 10-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements inherently are
subject to risks and uncertainties, some of which we cannot predict or quantify.
Our actual results may differ materially from the results projected in the
forward-looking statements. Factors that might cause such a difference include,
but are not limited to, those discussed in “ITEM 1A — Risk Factors,” and in
“ITEM 7 — Management’s Discussion and Analysis of Financial Condition and
Results of Operations.” You generally can identify forward-looking statements by
the use of forward-looking terminology such as “believes,” “may,” “will,”
“expects,” “intends,” “estimates,” “anticipates,” “plans,” “seeks,” or
“continues,” or the negative thereof or variations thereon or similar
terminology. Forward looking statements also include the assumptions underlying
or relating to any such statements. Forward looking statements contained within
this document represent a good-faith assessment of Qualstar’s future performance
for which management believes there is a reasonable basis. Qualstar disclaims
any obligation to update the forward looking statements contained herein, except
as may be required by law.
PART
I
ITEM 1. BUSINESS
INTRODUCTION
We
design, develop, manufacture and sell automated magnetic tape libraries used to
store, retrieve and manage electronic data primarily in network computing
environments. Tape libraries consist of cartridge tape drives, tape cartridges
and robotics to move the cartridges from their storage locations to the tape
drives under software control. Our tape libraries provide data storage solutions
for organizations requiring backup, recovery and archival storage of critical
data. Our products are compatible with commonly used operating systems,
including UNIX, Windows, and Linux. Our tape libraries are also compatible with
a wide range of storage management software packages, such as those supplied by
Computer Associates, EMC, IBM, Symantec, CommVault and BakBone Software. We
currently offer tape libraries for two tape drive technologies, LTO and
AIT.
We sell
our tape libraries worldwide, primarily to value added resellers and original
equipment manufacturers. These customers typically integrate our tape libraries
with software from third party vendors and related hardware such as servers and
network components to provide complete storage solutions, which are then sold to
end users. We configure our libraries based on each customer’s individual
requirements, with a normal delivery time of one to five working days. This
rapid fulfillment of customer orders allows our resellers to minimize their
inventory levels and allows us to compete effectively with distribution channels
used by our competitors.
We also
design, develop, manufacture and sell high efficiency open-frame switching power
supplies. Our power supplies are used to convert common alternating current (AC)
line voltages found in buildings to direct current (DC) voltages that are needed
internally to operate most electronic equipment. We also recently introduced a
series of DC to DC power supplies that convert from one DC voltage to another DC
voltage.
We
entered the power supply business in 2002, when we purchased the assets of
N2Power, Incorporated. Power supplies provided by our N2Power division are
utilized within some of our tape library products as well as sold to original
equipment manufacturers and contract manufacturers for incorporation into their
products. N2Power products are sold under the N2Power brand name as well as
under a private label brand name through independent sales representatives and
distributors.
Tape
libraries and power supplies comprise Qualstar’s two operating
segments. Revenues from our tape library segment represented
approximately 69.0% of revenues for fiscal 2009, approximately 81.2% of revenues
for fiscal 2008, and approximately 85.4% of revenues for fiscal 2007. Revenues
from our power supply segment totaled approximately 31.0% of revenues for fiscal
2009, 18.8% of revenues for fiscal 2008 and 14.6% of revenues for fiscal
2007.
Qualstar
was incorporated in California in 1984.
DATA
STORAGE INDUSTRY BACKGROUND
Storing,
managing and protecting data has become critical to the operation of many
enterprises and governments as the world economy becomes increasingly
information dependent. The data storage industry is reacting in response to the
increase in the amount of data that is generated and that must be preserved. The
amount of data has been increasing due to the growth in the number of computers,
the number, size and complexity of computer networks and software applications,
and the emergence of new applications such as image processing, internet
services, medical image storage, video image storage, and other multi-media
applications. In addition, businesses continue to generate increasing amounts of
traditional business information with respect to their products, customers and
financial data. This increase in the amount of data that is generated stimulates
increases in the demand for data storage and the management of this
data.
FACTORS
DRIVING GROWTH IN DATA STORAGE
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•
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Increased demand from Internet
businesses. The growth in the Internet has created
businesses that depend on the creation, access to and archival storage of
data. We believe this demand will continue to grow as individuals and
businesses increase their reliance on the Internet for communications and
commerce.
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•
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Growth in new types of
data. New types of data are also fueling the growth in
data storage. For example, graphics, audio, video and medical images, and
multi-media uses such as video archiving, require far greater storage
capacity than text and financial
data.
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•
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Recognition of the critical
importance of data. Corporate
databases contain useful information about customer records, order
patterns and other factors that can be analyzed and transformed into a
valuable asset and a competitive advantage. The ability to efficiently
store, manage and protect this information is important to the value and
success of many businesses. The usefulness of past and present data is
further enhanced by sophisticated data mining software applications that
can access and analyze large
databases.
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•
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Growing awareness of the need
for disaster protection. Companies
are recognizing that without their data they may not survive. Natural
disasters, as well as overt and covert actions targeted at individual
companies or classes of users, can destroy data, threatening a company’s
very existence. Systematic replication and secure off-site storage of
corporate data is recognized as the best defense against catastrophic data
loss. Tape libraries are a key technology in most corporate data disaster
protection plans.
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•
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Compliance with new regulatory
requirements for records retention. Many
businesses now must deal with new regulatory requirements from various
governmental agencies that require businesses to retain data for long
periods of time. The regulations that have received the most visibility in
the United States include HIPAA requirements covering medical records;
Sarbanes-Oxley, which addresses corporate governance; and Rule 17a under
the Securities Exchange Act of 1934, regarding recordkeeping requirements
for the securities industry. These regulations and others are projected to
sustain the demand for long-term storage capacity over the next few years.
This pressure to retain records is not unique to the United States, but is
global in nature.
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•
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Growth in network computing
applications and data. The use
of computer networks has shifted critical information and applications to
network servers to allow more people to gain access to stored data as well
as to create new data. As the speed of network computing has increased,
numerous new applications have become feasible that generate progressively
more data. Organizations are increasingly aware of the need to protect
this data, as networks become a mission-critical element of many
operations.
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•
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Decrease in the costs of
storing data. The costs of data storage have decreased
with advances in technology and improved manufacturing processes. We
expect these costs to continue to decrease. The decrease in the cost of
data storage encourages the storage of more data and makes it more cost
effective to simply add more storage capacity than to remove old data,
which in the past may have been purged periodically because of
cost.
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•
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Electrical efficiency of
tape-based data storage. Data stored on tape requires considerably
less electrical energy as compared to data stored on rotating disks. As
energy costs increase, we believe that electrical efficiency will become a
more important factor in the selection of storage
methods.
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ADVANCES
IN DATA STORAGE MANAGEMENT TECHNOLOGIES
The
growth in data is contributing to an evolution in traditional storage solutions.
New technologies are designed to provide high-speed connectivity for
data-intensive applications across multiple operating systems. These new methods
of storage and data management technologies include the following:
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•
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Fibre
Channel. Fibre Channel is an interface technology based
on industry standards for the connection of storage devices to networks.
Interface is the term used to describe the electronics, cabling and
software used to facilitate communications between devices. With Fibre
Channel, users are better able to share stored information with other
storage devices and servers over longer distances, with faster data
transfer speeds.
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•
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Storage Area
Networks. Storage Area Network, or SAN, architecture
applies the inherent benefits of a networked approach to data storage
applications, which allows data to move efficiently and reliably between
multiple storage devices and servers. The benefits of SAN architecture
also include increasing the expandability of existing storage solutions
and providing a higher level of connectivity than exists with traditional
technologies. Additionally, SANs are able to provide these benefits across
multiple operating systems.
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•
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Advanced storage management
software. This software automatically migrates
infrequently accessed data to the lower cost storage medium such as a tape
library. A user’s request for this data at some later date will recall the
data automatically from the tape library. This process reduces the overall
storage cost by using the least expensive storage medium to store data
that may be needed on an infrequent basis. Advances in storage management
software have increased the ability of businesses to more cost-effectively
store, manage and retrieve data, which in turn allows businesses to
operate more efficiently.
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•
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Network Attached
Storage. Current storage devices are dependent on a file
server for all commands and control. Network attached storage devices give
storage devices file server functionality, which allow users to plug a
storage device directly into a network without requiring a separate file
server. This allows users to maintain, or even enhance, system performance
while saving on both time and cost.
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TYPES
OF DATA STORAGE
Current
non-volatile storage solutions are based primarily on two technologies: magnetic
disk and magnetic tape. These technologies represent a compromise among a
variety of competing factors including capacity, cost, speed, portability and
data reliability. Magnetic tapes are removable, which allows them to be
transported easily to an off-site location for security or protection from
physical harm. Magnetic disks provide faster access to stored data and generally
are used when speed is important. Less frequently used data is often migrated
from magnetic disks to tape storage. Tape libraries provide an online solution,
where less frequently used data files are stored on tape at substantially lower
cost compared to disk while still providing automated access.
TAPE
LIBRARIES AND APPLICATIONS
Tape
libraries automate the tape loading process, eliminate errors induced by human
operators, and enhance security compared to tapes that must be retrieved and
loaded manually. Tape libraries can also be operated from remote locations
around the clock, thus, eliminating the need for an operator. Automated tape
libraries are a key component in a company’s overall storage solution and data
protection strategy when large amounts of data are involved.
Tape
drives and tape media are the two key components of tape libraries. The cost per
unit of data capacity of tape drives and tape media have declined with advances
in technology. As prices decline, new applications for automated storage become
justified, further increasing the number of applications that can benefit from
the use of tape libraries. We believe that continued technological improvements
in tape drives and tape media will continue to reduce overall storage costs in
the future.
Current
and emerging applications for tape libraries include:
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•
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Automated
backup. Backup is the creation of a duplicate copy of
current data for the purpose of recovering the data in the event the
original is lost or damaged. An automated tape library, in conjunction
with storage management software, can backup network data at any time
without human intervention. A library with multiple tape drives can backup
data using all of its drives simultaneously, thus significantly speeding
up the recording process. Backup tapes can be removed from the library and
stored in an off-site location for protection against a loss of the
primary site.
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•
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Archiving. Archiving
is the storage of data for historical purposes. When information is stored
on tape, automated tape libraries, under application control, can catalog
tapes for future retrieval and prevent unauthorized removal or corruption
of data by using password or key lock protection. Archival tapes provide a
historic record for use in fraud detection, audit, legal and other
processes. Tape libraries are also used for archiving due to benefits
offered by the tape medium, such as long-term data integrity, resistance
to environmental contamination, ease of relocation and low
cost.
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•
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Image
management. Storage-intensive applications such as
satellite mapping and medical image management systems utilize tape
libraries because of the cost advantage over traditional storage methods.
X-ray images or MRI results, for instance, must frequently be kept on file
for years. Storing a digitized image in a tape library costs considerably
less than storing a film copy, and can be retrieved years later with the
click of a mouse.
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DISTRIBUTION
OF TAPE LIBRARY PRODUCTS
The
requirements for storage solutions vary depending on the size of an enterprise,
the type of data generated and the amount of data to be stored. With the
increased dependence on stored data, most organizations, regardless of their
size, have a heightened need for storage solutions that integrate devices such
as tape drives, tape libraries and storage management software. Those
organizations with sufficient in-house information technology resources can rely
on their internal infrastructure and expertise to design, purchase and implement
their own storage solutions. These organizations may elect to purchase equipment
from distributors or directly from the original equipment manufacturers. Many
organizations, however, do not have sufficient in-house resources but have the
same need for data storage solutions. These organizations often look to value
added resellers to design, supply and install their storage
solutions.
Value
added resellers develop and install storage solutions for enterprises that face
complex storage needs but lack the in-house capability of designing and
implementing the proper solution or have chosen to outsource these functions.
Typically, the value added reseller will select among a variety of different
hardware technologies and software options, as well as provide installation and
other services, to deliver a complete storage solution for the end user. Value
added resellers require rapid turnaround of orders, custom configuration of tape
libraries, drop shipment to their customer’s site and marketing and technical
support.
Original
equipment manufacturers generally resell products made by others under their own
brand name and typically assume responsibility for product sales, service and
support. Original equipment manufacturers enable manufacturers, such as
Qualstar, to reach end users not served by other channels and to serve select
vertical markets where specific original equipment manufacturers have
exceptional strength. Original equipment manufacturers require special services
such as product configuration control, extensive qualification testing, custom
colors and private labeling.
OUR
TAPE LIBRARY SOLUTIONS
We offer
storage solutions that respond to the growing data management challenges facing
businesses today, while addressing the unique needs of value added resellers and
original equipment manufacturers.
We
believe that high reliability is important to the end users of our products due
to the critical nature of the data that is being stored, shorter time periods
available for the back-up operations, and the operation of backup systems during
hours when personnel may not be available to respond to problems. To address
these concerns, we emphasize quality and reliability in the design,
manufacturing and testing of our products which reduces the potential for
product failures and results in products that require little
maintenance.
The
technology utilized in automated tape libraries is continuously evolving due to
advances in data recording methods, component cost reductions, advances in
semiconductor and microprocessor technologies, and a general trend toward
miniaturization in the electronics industry. This changing technology requires
that we continuously develop and market new products to prevent our product
lines from becoming obsolete.
Our tape
libraries are compatible with over 45 third-party storage management software
packages, including those supplied by Computer Associates, EMC, IBM, Symantec,
CommVault and BakBone Software. Storage management software enables network
administrators to allocate the use of storage resources among user groups or
tasks, to manage data from a central location, and to retrieve, transfer and
backup data between multiple workstations. We believe that storage management
software is a crucial component of any automated storage installation, and lack
of compatibility is a significant barrier to entry for new tape library
competitors. To ensure compatibility, our engineers work with independent
software vendors during the product development cycles. We do not have contracts
with any independent software vendors, nor do we need access to their software
code to design our products. We maintain relationships with them by making tape
libraries available so they can qualify their software to work with our tape
libraries and by evaluating their software for compatibility with our tape
libraries. We also support our relationships with them by keeping them informed
about current and anticipated changes to our products.
STRATEGY
Our goal
is to enhance our position as a supplier of automated tape libraries and to
maintain or increase our market share in each of the product categories in which
we compete. To achieve this goal, we intend to:
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•
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Focus our development efforts
on higher margin product categories. In Fiscal
2007 we began shipments of a newly-developed library system referred to as
the XLS family of products. The XLS expands the breadth of our product
line into the enterprise computing environment where tape capacities may
range into the tens of thousands of tapes. We intend to continue to build
on this product category with future product releases and enhancements in
order to pursue this market segment where the potential margins are higher
than we have traditionally enjoyed.
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•
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Focus on value added reseller
channels. We sell our products primarily through
selected value added resellers who have a strong market presence, have
demonstrated the ability to work directly with end users, and who maintain
relationships with major vendors of storage management software. Because
we market our products primarily through this channel, we have implemented
a variety of programs to support and enhance our relationships with our
reseller partners. These programs are designed to benefit the reseller and
increase the likelihood of selling our products. We intend to maintain our
marketing presence in support of this channel. We conduct business with
our value added resellers on an individual purchase order basis and no
long-term purchase commitments are
involved.
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•
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Maintain and strengthen
original equipment manufacturer relationships. We
sell our products to several companies under private label or original
equipment manufacturer relationships. Original equipment manufacturer
sales enable us to reach some end users not served by our value added
resellers. The same product characteristics that make our tape libraries
attractive to value added resellers also are important to original
equipment manufacturers. We conduct business with our original equipment
manufacturer customers on an individual purchase order basis and no
long-term purchase commitments are
involved.
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Our
strategy for the power supply business is to selectively pursue market
opportunities where we can command a premium price for high-efficiency products
rather than becoming a commodity supplier. As electronic devices continue to
shrink in size, many designers are forced to consider our high-density,
high-efficiency approach. Our power supply products are made to our
specifications by contract manufacturers in China.
We
believe that our experience, efficiency and control over the development and
manufacture of new products are key factors in the successful execution of our
strategy. We design our tape libraries with a high percentage of common parts,
use quality components and minimize the number of moving parts. We utilize
proprietary techniques in the design, production and testing of our libraries in
order to simplify the manufacturing process and reduce our costs. We manufacture
all of our tape automation products at a single facility and we control our
inventory closely to provide rapid delivery to our customers. These steps allow
us to design and efficiently bring to market new products in response to
changing technology.
PRODUCTS
Tape
Libraries
We offer
a number of tape library families, each capable of incorporating one or more
tape drive technologies, as summarized in the following table:
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Product Family
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Tape
Drive Technology
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Range
of Tape Cartridges
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Maximum
Capacity in
Terabytes(1)
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TLS-4000
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Sony
AIT
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12
to 360
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144
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TLS-8000
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LTO
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11
to 264
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211
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RLS-4000
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Sony
AIT
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22 to 70
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28
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RLS-8000
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LTO
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12 to 44
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35
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XLS
Series
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LTO
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240
to 9,639
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7,711
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(1)
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A
Terabyte is one million megabytes, or one thousand gigabytes. The table
shows native capacity and excludes gains from data compression, which can
increase capacity by more than
100%.
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Our tape
library families include a number of models that differ in storage capacity,
price and features. Our libraries are installed in network computing
environments ranging from small departmental networks to enterprise-wide
networks supporting hundreds of users.
Tape
libraries generally contain two or more tape drives and from eleven to thousands
of tapes. We design our tape libraries for continuous, unattended operation.
Multiple tape drives allow simultaneous access to different data files by
different users on the network and increase the rate at which data can move on
to, out of, or within the network. A library with multiple tape drives can back
up data using multiple drives simultaneously, significantly speeding up the
recording process. In our libraries, some tape cartridges are stored in
removable magazines, allowing for easy bulk removal of the tapes. Our libraries
also offer features such as barcode readers to scan cartridge labels and
input/output ports for importing and exporting tapes under system control.
Several of our library models are expandable in the field by increasing the
number of tape storage positions. This feature provides the end user with the
ability to increase data capacity as storage requirements grow.
We
continue to develop and release new libraries to expand our product offerings to
meet the changing demands of the marketplace. In addition, we continue to
enhance and improve our existing products to maintain our competitive
position.
Some of
our tape libraries incorporate a number of specialized features that we believe
improve reliability, serviceability and performance, including:
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•
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Rapid
tape drive replacement. We design our libraries so that a tape
drive can be replaced quickly without special tools. This feature
minimizes the off-line time required when a tape drive must be replaced,
and frequently avoids the high cost and delays of a service
call.
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•
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Fibre
Channel connectivity. We offer a Fibre Channel option on all of
our models for connection to Storage Area Networks and other high
performance applications.
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•
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Closed-loop
servo control. Our tape libraries use digital closed-loop servo
systems to control robotic motion and to provide precise tape handling.
This yields motion that is smooth, repeatable and highly
reliable.
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•
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Brushless
motors. Motors are a key component in any robotic system. We
use only brushless electric motors in our tape libraries. Brushless motors
provide longer life and less electrical noise compared to conventional
brush-type motors. We build many of our own motors in order to obtain
optimum performance and
reliability.
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•
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Remote
management. Many larger companies with global back-up
requirements or disaster management programs require tape libraries that
can be located off-site in various regions, but that must be administered
from a single location. With our remote library manager, customers can put
libraries anywhere in the world and manage them from a single
administrative hub using a standard web
browser.
|
Our RLS
series of tape libraries are designed to fit efficiently in equipment racks and
provide back-up capacity in as little as five standard rack height units, or a
total of 8.75 inches of rack space. In addition, the RLS series is designed to
support dual-redundant power supplies and hot-swappable tape
drives.
Our TLS
series of tape libraries are designed to be freestanding units for applications
where an equipment rack may not be available or where the library is purchased
after the original installation and rack space may not be
available.
Our XLS
family of tape libraries is designed to be expandable from 240 to 9,639 tapes
and is focused on the needs of large enterprises. The XLS product is feature
rich and is intended to provide the customer with a highly reliable enterprise
class s solution.
We also
sell ancillary products related to our tape libraries, such as tape media, tape
magazines, cables, bar code labels and fiber channel adapters.
Power
Supplies
In
addition to tape libraries, we design and sell high efficiency, open frame
switching power supplies. These power supplies are used to convert AC line
voltage to DC as well as DC to DC for use in a wide variety of electronic
equipment such as telecommunications equipment, servers, routers, switches,
lighting and gaming devices.
Our power
supplies are sold under the N2Power brand. We have specialized in units that are
less than 1¾ inches high and that are optimized for high efficiency operation.
The high efficiency allows the units to be operated in confined spaces without
heating up the surrounding equipment. These products are manufactured for us in
China and sold to original equipment manufacturers (OEM) and contract
manufacturers as well as to distributors.
We
believe that as worldwide energy concerns and energy costs rise, our high
efficiency approach will become more important. Additionally, these power
supplies are utilized within some of our tape library products. We
have developed a line of power supply products that deliver up to twice the
power in half the space of competitive products. Manufacturers of servers,
routers, switches, telecom gear, and other process-based equipment continuously
pursue smaller, more powerful, and more efficient power sources for their
equipment to remain competitive. Additionally, new lighting devices are coming
to market that are hermetically sealed because they are used outdoors. Sealed
units require high efficiency power supplies to help reduce the detrimental
effects of internal heat buildup.
Each
power supply undergoes a complete functional test and a multi hour burn-in to
insure that every unit meets our stringent quality requirements. We
believe our high efficiency design reduces loads on both power generating
stations and air-conditioning systems.
SALES
AND MARKETING
Sales
We sell
our tape library products primarily through value added resellers. Our sales
force will initiate contact with value added resellers who are candidates to
sell our tape libraries. We strive to develop relationships with resellers who
have expertise in storage management applications, established relationships
with end users and the experience to understand and satisfy their customers’
storage systems requirements.
We
believe that by selling directly to value added resellers, we have an advantage
over competitors who will often sell directly to end users, thereby competing
with their resellers. Some of the advantages of our strategy include the
following:
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Higher
profit margins. Focusing on this channel, we achieve economies
that result in higher profit margins to be shared by both the reseller and
us.
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Custom
configurations. We offer custom configurations of our products,
such as special paint, private branding and non-standard options, on very
short notice.
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Channel
conflicts avoided. We refer substantially all end user
inquiries to our reseller partners. Frequently, our sales force will make
end user visits with resellers to help close a pending
sale.
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Rapid
delivery. We generally ship a product within one to five
working days of confirming an order, rivaling the delivery time of
competitors that use distributors to bring products to
market.
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Although
we sell our tape libraries primarily to value added resellers, original
equipment manufacturers are an important element of our business. The sales
cycle for original equipment manufacturers generally encompasses six months to
one year and may involve extensive product and system qualification testing,
evaluation, integration and verification. Original equipment manufacturers
typically assume responsibility for product sales, service and
support.
We sell
our power supplies through a combination of outside sales representatives, who
call primarily on large original equipment manufacturer customers and
distributors, who fulfill smaller orders to satisfy small original equipment
manufacturer customers and system builders. We drop ship a portion of
our power supplies directly from our contract manufacturers to our customer’s
contract manufacturers. Our in house sales and engineering teams are
involved in the sales process starting from the initial customer contact to
assure that the special needs and product modifications frequently required by
original equipment manufacturer customers are satisfied.
Our
international sales are currently directed from our corporate offices in Simi
Valley, California. All of our international sales are denominated in U.S.
dollars. Revenues from customers outside of North America were approximately
$4.7 million, or 26.4% of revenues for fiscal 2009, $5.8 million, or 27.2% of
revenues for fiscal 2008, and approximately $5.0 million, or 24.4% of revenues
in fiscal 2007.
Our sales
are spread across a broad customer base. One customer accounted for 12.5% of our
revenue in fiscal 2009. Revenues from Qualstar’s two largest customers combined
were approximately 12.9% and 11.9% for the years ended June 30, 2008 and
2007.
Marketing
We
support our sales efforts with a broad array of marketing programs designed to
generate brand awareness, attract and retain qualified value added resellers and
inform end users of the advantages of our products. We provide our resellers
with a full range of marketing materials, including product specifications,
sales literature, software connectivity information, product application notes
and maintenance training.
We train
our resellers to sell our products and to answer customers’ questions. We
advertise and participate in trade shows. We display our products under the
Qualstar brand name at some trade shows and participate in other trade shows in
partnership with our principal suppliers and resellers. We support our marketing
and customer support with websites that feature comprehensive marketing and
product information. We conduct sales and technical training classes for our
resellers. We also conduct various promotional activities for resellers such as
cooperative advertising.
CUSTOMER
SERVICE AND TECHNICAL SUPPORT
We
believe that providing strong customer service and technical support is an
important aspect of our business. Our customer service and technical support
efforts consist of the following components:
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Technical
support. Our technical support personnel are available
twenty-four hours per day, Monday through Friday. Technical support
personnel are available to all customers at no charge by telephone and
e-mail to answer questions and solve problems relating to our
products. Our technical support personnel are trained in all
aspects of our products. Our support staff is located at our headquarters
in Simi Valley, California. We sell service contracts for on-site service
of our tape libraries, which are primarily fulfilled by IBM Corporation in
the United States and Canada and by Eastman Kodak S.A. Commercial Imaging
Group in Europe.
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Installation services.
Our technical support personnel provide assistance to our resellers by
traveling to the end user’s location to assist the reseller or end user
with setup and installation on many of our larger library systems, such as
the XLS series of products.
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Training. We
offer a training program on product setup and maintenance for end users,
value added resellers, original equipment manufacturers, customer service
and technical support personnel. We conduct training classes at our
headquarters or remotely as
required.
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Warranty. We
provide a three year warranty on our tape libraries. Some TLS and all RLS
models have three year advance replacement warranty coverage that provides
for replacement of components, or if necessary, complete libraries. All
other TLS models have a one-year advance replacement warranty with the
second and third year being return to factory for service at no charge.
XLS libraries sold in North America include one year of onsite service and
XLS libraries sold outside of North America have one year advance
replacement coverage that provides for replacement of components, or if
necessary, complete libraries. Customers may purchase extended advance
replacement service coverage and on-site service if they are located in
the United States, Canada and most countries within
Europe.
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Sales
engineering. Our engineers provide pre-sales support to
our resellers, and post-sales support if necessary. Engineers typically
become involved in more complex problem-solving situations involving
interactions between our products, third-party software, network server
hardware and the network operating systems. Engineers work with resellers
and end users over the telephone and at an end user site as
required.
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MANUFACTURING
AND SUPPLIERS
We
manufacture all of our tape libraries at our facility in Simi Valley,
California. We operate our manufacturing on a single shift. However, if
required, we have the ability to add additional shifts to increase our
capacity.
To
respond rapidly to orders, we build our tape libraries, perform full testing and
then place the tape libraries in a holding area until an order is received. Once
an order is confirmed, we remove the unit from the holding area, install tape
drives and configure the unit to meet the specific requirements of the order,
retest and then ship.
The
manufacturing cycle to bring our libraries to a finished state is approximately
five working days for our TLS and RLS libraries and approximately 30 working
days for our XLS libraries. We believe that this process represents an effective
way to control our inventory levels while maintaining the ability to fill
specific orders in short lead times. We coordinate inventory planning and
management with suppliers and customers to match our production to market
demand. Once we confirm an order, we generally ship the product within one to
five working days. We believe this response time is among the fastest in the
industry and gives us a competitive edge. Because we fill the majority of our
orders as they are received, our backlog generally is small and is not
indicative of future revenues.
We
carefully select our suppliers based on their ability to provide quality parts
that meet our specifications. Inventory planning and management is coordinated
closely with suppliers to match our production needs. We maintain an inventory
of components assembled into the libraries that are off-the-shelf and others
that are designed to our specifications. We use off-the-shelf parts
to reduce the risk of parts shortages and keep a minimal inventory of these
parts on hand.
Tape
drives and tape media are available only from a limited number of suppliers,
some of which are sole-source providers. Some of our suppliers compete with us
by selling their own tape libraries. Any disruption in supplies of tape drives
or tape media could delay shipments of our products.
Our power
supply products are made to our specifications by contract manufacturers in
China.
COMPETITION
The
market for automated tape libraries is competitive and characterized by changing
technology. Our principal competitors in this market segment include Sun
Microsystems, Inc., Quantum Corporation, Overland Storage, Inc., and
SpectraLogic Corporation.
Key
competitive factors include product features, reliability, durability,
scalability and price. Barriers to entry in tape automation are relatively high.
The markets for our products are characterized by significant price competition
and we anticipate that our products will continue to face price pressure. We
believe our tape libraries compete favorably overall with respect to many of
these factors.
Our power
supply products compete in a number of markets focused on the needs of OEM and
contract manufacturers. We have concentrated on supplying units that provide
superior electrical and high space efficiency as measured in watts of output per
cubic inch.
RESEARCH
AND DEVELOPMENT
Our
research and development team consists of engineers and technicians who have
data storage and related industry experience. We have developed over 43 separate
tape library models for eleven different tape formats over the last fifteen
years.
Our
product development efforts rely on the integration of multiple engineering
disciplines to generate products that meet market needs in a competitive and
timely fashion. Successful development of automated tape libraries requires the
integration of mechanical design, electronic design, packaging, and firmware
design into a single product. Product success also relies on the engineering
group’s thorough knowledge of each of the different tape drive technologies. Our
engineers work closely with the tape drive manufacturers during the drive
qualification cycle to assure that reliable tape library and tape drive
combinations are brought to market.
The
design architecture of our tape libraries makes use of common parts across each
product family, allowing us to develop and introduce new products quickly. If a
new tape drive is an advanced version of one already incorporated in one or more
of our products, our time and dollar investment to incorporate the new drive can
be relatively small, with the primary focus being on verification testing. When
the tape or tape drive form factors differ, the time and investment requirements
can grow and may require development of a new product family
altogether.
We also
develop new products as we identify emerging market needs. Our sales, marketing,
product development and engineering groups identify products to fulfill customer
and marketplace needs. Our research and development group concentrates on
leveraging previous engineering investments into new products. For example, our
firmware is based on successive generations of the operating system developed
for our first library. We also use common parts in our different library series
and leverage our electro-mechanical and electronic hardware technology from
previous products into next generation designs.
Our power
supply development team continues to develop new power supply models and
families in response to input from our customers. The product development cycle
involves circuit design, printed circuit board layouts, prototype testing,
firmware development, safety agency and compliance testing and test equipment
development.
Our
research and development expenses were approximately $3.3 million in fiscal
2009, and $3.1 million in fiscal 2008 and 2007.
INTELLECTUAL
PROPERTY
We rely
on copyright protection of our firmware, as well as patent protection for some
of our designs and products. We also rely on a combination of trademark, trade
secret and other intellectual property laws to protect our proprietary rights.
However, we do not believe our intellectual property provides significant
protection from competition. We believe that, because of the rapid pace of
technological change in the tape storage industry, patent, copyright, trademark
and trade secret protection are less significant than factors such as market
responsiveness, knowledge, ability and experience of our personnel and timely
new product introductions.
We enter
into Employee Proprietary Information and Inventions Agreements with all
employees and consultants to protect our technology and designs. However, we do
not believe that such protection can preclude competitors from developing
substantially equivalent products.
EMPLOYEES
As of
June 30, 2009, we had 80 employees, including 27 in operations and
manufacturing, 20 in research and development, 5 in customer service and
technical support, 11 in sales and marketing, and 17 in administration and
finance. We also employ a small number of temporary employees and consultants as
needed. We are not a party to any collective bargaining agreement or other
similar agreement. We believe that we have a good relationship with our
employees.
AVAILABILITY
OF SEC FILINGS
We file
annual, quarterly and special reports, proxy statements and other information
with the Securities and Exchange Commission. You can read our SEC filings over
the Internet at the SEC’s website at http://www.sec.gov. We also make our SEC
filings available free of charge through our Internet website as soon as
reasonably practicable after we electronically file them with, or furnish them
to, the SEC. Our website addresses are www.qualstar.com and
www.n2power.com. The reference to our website addresses does not constitute
incorporation by reference into this report of the information contained at
those sites.
EXECUTIVE OFFICERS OF THE REGISTRANT
Executive
Officers
Officers
are elected by and serve at the discretion of the board of directors. The
executive officers of Qualstar as of September 15, 2009 are:
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Name
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Age
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Position
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William
J. Gervais
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66
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Chief
Executive Officer, President and Director
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Richard
A. Nelson
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66
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Vice
President of Engineering, Secretary and Director
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Nidhi
H. Andalon
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46
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Chief
Financial Officer
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Robert
K. Covey
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62
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Vice
President of Marketing
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Background
William
J. Gervais is a founder of Qualstar and has been our President and a director
since our inception in 1984, and was elected Chief Executive Officer in January
2000. From 1984 until January 2000, Mr. Gervais also served as our Chief
Financial Officer. From 1981 until 1984, Mr. Gervais was President of Northridge
Design Associates, Inc., an engineering consulting firm. Mr. Gervais was a
co-founder, and served as Engineering Manager from 1976 until 1981, of
Micropolis Corporation. Mr. Gervais earned a B.S. degree in Mechanical
Engineering from California State Polytechnic University, Pomona in
1967.
Richard
A. Nelson is a founder of Qualstar and has been our Vice President of
Engineering, Secretary and a director since our inception in 1984. From 1974 to
1984, Mr. Nelson was self employed as an engineering consultant specializing in
microprocessor technology. Mr. Nelson earned a B.S. in Electronic Engineering
from California State Polytechnic University, Pomona in 1966.
Nidhi H.
Andalon was appointed Chief Financial Officer by our Board of Directors on
January 19, 2009. Ms. Andalon joined Qualstar’s finance department in January
2003 as a senior accountant, and was promoted to Assistant Controller in June
2004 and to Controller in October 2005. From 1996 to 1999, Ms.
Andalon held the position of Assistant Treasurer for Underwriters Reinsurance
Company. From 1993 to 1996, Ms. Andalon was employed by Ernst &
Young, LLP, where she worked as a senior auditor and senior tax
consultant. Ms. Andalon graduated with a B.B.A degree from the
University of Michigan in 1984 and has been a Certified Public Accountant in the
State of California since 1996.
Robert K.
Covey has been our Vice President of Marketing since 1994. From 1986 to 1993 Mr.
Covey was regional manager of ATG Cygnet, an optical disk library firm. From
1982 to 1985, Mr. Covey served as national sales manager at Micropolis
Corporation, a former disk drive manufacturer. Mr. Covey attended Butler
University and Bentley College from 1965 to 1968.
ITEM
1A. RISK FACTORS
This
Annual Report on Form 10-K contains forward-looking statements, as described at
page 3 of this report under the caption “Forward-Looking Statements.” We believe
that the risks described below are the most important factors that may cause our
actual future results of operations to differ materially from the results
projected in the forward-looking statements.
RISKS RELATED TO OUR
BUSINESS
The
principal risks applicable to our business in general are described below.
Specific risks applicable to our tape library and power supply operating
segments are described in the following subsections of Item 1A.
We have a limited number of
executives. The loss of any single executive or the failure to hire and integrate capable
new executives could harm our business.
The
success of our business is tied closely to the managerial, engineering and
business acumen of our existing executives. William J. Gervais, our President,
has been largely responsible for the development of most of our tape libraries,
has overseen our operations, and established and maintained our strategic
relationships. We expect that he will continue these efforts for the foreseeable
future. Our future success will also depend on our ability to attract, retain
and motivate key executives and other key personnel, many of whom have been
instrumental in developing new technologies and strategic plans. We may not be
able to retain our existing personnel or attract additional qualified personnel
in the future. However, our current dependence on a limited number of executives
and other key personnel, for whom replacements may be difficult to find, entails
a risk that we may not be able to supervise and manage our ongoing
operations.
Our lack of significant tape library
segment order backlog makes it difficult to forecast future revenues
and operating
results.
We
normally ship library products within a few days after orders are received.
Consequently, we do not have significant order backlog and a large portion of
our revenues in each quarter result from orders we received during that quarter.
Because backlog can be an important indicator of future revenues, our lack of
backlog makes it more difficult to forecast our future revenues. Since our
operating expenses are relatively fixed in the short term, unexpected
fluctuations in revenues could negatively impact our quarterly operating
results.
Our research and development spending
may not yield results that justify the costs incurred.
In recent
fiscal years we have spent substantial amounts for research and development. Our
products and markets are technologically advanced and rapidly evolving, and we
cannot be assured that these efforts will successfully provide us with new or
upgraded products that will be competitive. If these programs are not
successful, our investment in research and development will not yield
corresponding benefits to us.
Our customers have the right to
return our products in certain circumstances. An excessive number of returns may
reduce our revenues.
Our
customers have 30 days from the date of purchase to return products that do not
conform to an end user’s requirements. We may otherwise allow product returns if
we think that doing so maximizes the effectiveness of our sales channels and
promotes our reputation for quality and service. Although we estimate and
reserve for potential returns in our reported financial results, actual returns
could exceed our estimates. If the number of returns exceeds our estimates, our
financial results could be adversely impacted for the periods during which
returns are made.
We
may spend money pursuing sales that do not occur when anticipated or at
all.
Original
equipment manufacturer customers typically conduct significant evaluation,
testing, implementation and acceptance procedures before they begin to market
and sell new products. This evaluation process is lengthy and may range from six
months to one year or more. This process is complex and may require significant
sales, marketing, engineering and management resources on our part. The process
becomes more complex as we simultaneously qualify our products with multiple
customers or pursue large orders with a single customer. As a result, we may
expend resources to develop customer relationships before we recognize any
revenue from these relationships, if at all.
We sell a significant portion of our
products to customers located outside the United States. Currency fluctuations and
increased costs associated with international sales could make our products
unaffordable in foreign markets, which would reduce our revenue or
profitability.
Revenues
from customers outside of North America were approximately 26.4% of revenues for
fiscal 2009, 27.2% of revenues for fiscal 2008, and approximately 24.4% of
revenues in fiscal 2007. We believe that international sales will continue to
represent a significant portion of our revenues. Our international sales subject
us to a number of risks, including:
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political
and economic instability may reduce demand for our products, our ability
to market our products in foreign countries, or our ability to obtain key
components from suppliers;
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although
we denominate our international sales in U.S. dollars, currency
fluctuations could make our products unaffordable to foreign purchasers or
more expensive compared to those of foreign
manufacturers;
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restrictions
on the export or import of technology may reduce or eliminate our ability
to sell in certain markets;
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greater
difficulty of administering business overseas may increase the costs of
foreign sales and support;
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foreign
governments may impose tariffs, quotas and taxes on our products;
and
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longer
payment cycles typically associated with international sales and potential
difficulties in collecting accounts receivable may reduce the
profitability of foreign sales.
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These
risks may increase our costs of doing business internationally and reduce our
revenues or profitability.
A failure to develop and maintain
proprietary technology may negatively affect our business.
We rely
on copyright protection of electronic circuits and our firmware, as well as
patent protection for some of our designs and products. We also rely on a
combination of trademark, trade secret, and other intellectual property laws and
various contract rights to protect our proprietary rights. However, we do not
believe our intellectual property rights provide significant protection from
competition. As a consequence, these rights may not preclude competitors from
developing products that are substantially equivalent or superior to our
products. In addition, many aspects of our products are not subject to
intellectual property protection and therefore can be reproduced by our
competitors.
Intellectual property infringement
claims brought against us could be time consuming and expensive to
defend.
In recent
years, there has been a significant amount of litigation in the United States
involving patents and other intellectual property rights. Qualstar is not
currently directly involved in any intellectual property litigation or
proceedings. In the future, we may become subject to other claims or inquiries
regarding our alleged unauthorized use of a third party’s intellectual property.
An adverse outcome in litigation could force us to do one or more of the
following:
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stop
selling, incorporating or using our products or services that use the
challenged intellectual property;
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subject
us to significant liabilities to third
parties;
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obtain
from the owners of the infringed intellectual property right a license to
sell or use the relevant technology, which license may not be available on
reasonable terms, or at all; or
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redesign
those products or services that use the infringed technology, which
redesign may be either economically or technologically
infeasible.
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Whether
or not an intellectual property litigation claim is valid, the cost of
responding to it, in terms of legal fees and expenses and the diversion of
management resources, could harm our business.
Our
warranty reserves may not adequately cover our warranty
obligations.
We have
established reserves for the estimated liability associated with our product
warranties. However, we could experience unforeseen circumstances where these or
future reserves may not adequately cover our warranty obligations.
Our revenues and operating results
may fluctuate unexpectedly from quarter to quarter, which may cause our stock
price to decline.
Our
quarterly revenues and operating results have fluctuated in the past, and are
likely to vary significantly in the future due to several factors,
including:
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general
economic conditions affecting spending for information
technology;
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increased
competition and pricing pressures;
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reductions
in the size, delays in the timing, or cancellation of significant customer
orders;
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shifts
in product or distribution channel
mix;
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the
timing of the introduction or enhancement of products by us, our original
equipment manufacturer customers or our
competitors;
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expansions
or reductions in our relationships with value added reseller and original
equipment manufacturer customers;
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financial
difficulties affecting our value added reseller or original equipment
manufacturer customers that render them unable to pay amounts owed to
us;
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market
acceptance of new and enhanced versions of our
products;
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new
product developments by storage device manufacturers, such as disk drives,
that could render our products less cost effective or less
competitive;
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the
rates of growth or decline in the data storage market and the various
segments within it;
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timing
and levels of our operating expenses;
and
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availability
of key components and performance of key
suppliers.
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We
believe that period to period comparisons of our operating results may not
necessarily be reliable indicators of our future performance. It is likely that
in some future period our operating results will not meet your expectations or
those of public market analysts.
Any
unanticipated change in revenues or operating results is likely to cause our
stock price to fluctuate since such changes reflect new information available to
investors and analysts. New information may cause investors and analysts to
revalue our stock and this, in the aggregate, may cause fluctuations in our
stock price.
Our officers and directors could
implement corporate actions that are not in the best interests of our shareholders as a
whole.
Our
executive officers and directors own beneficially, in the aggregate,
approximately 43.9% of our outstanding common stock as of June 30, 2009. As a
result, these shareholders will be able to exercise significant control over all
matters requiring shareholder approval, including the election of directors and
approval of significant corporate transactions, which could delay or prevent
someone from acquiring or merging with us. The interests of our officers and
directors, when acting in their capacity as shareholders, may lead them
to:
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vote
for the election of directors who agree with the incumbent officers’ or
directors’ preferred corporate policy;
or
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oppose
or support significant corporate transactions when these transactions
further their interests as incumbent officers or directors, even if these
interests diverge from their interests as shareholders per se and thus
from the interests of other
shareholders.
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Some provisions of our charter
documents may make takeover attempts difficult, which could depress the price of our stock
and inhibit your ability to receive a premium price for your
shares.
Our board
of directors has the authority, without any action by the shareholders, to issue
up to 5,000,000 shares of preferred stock and to fix the rights and preferences
of such shares. In addition, our articles of incorporation and bylaws contain
provisions that eliminate cumulative voting in the election of directors and
require shareholders to give advance notice if they wish to nominate directors
or submit proposals for shareholder approval. These provisions may have the
effect of delaying, deferring or preventing a change in control, may discourage
bids for our common stock at a premium over its market price and may adversely
affect the market price, and the voting and other rights of the holders of our
common stock.
Trading in our stock has been limited
and our stock price has been volatile. Consequently, it may be difficult to
sell your shares.
There has
been very little trading in shares of our stock and some days it does not trade
at all. This, as well as the factors listed below, has caused the price of our
stock to be volatile. Consequently, it may be difficult to sell your shares of
our stock at the price you paid for them or at a price equal to that quoted on
The Nasdaq Stock Market. Factors that may cause our stock price to fluctuate in
the future include:
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quarterly
variations in operating results, especially if they differ from our
previously announced forecasts or forecasts made by
analysts;
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changes
in or cancellation of our dividend payment
policy;
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our
announcements of anticipated future revenues or operating
results;
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announcements
concerning us, our competitors, our customers, or our
industry;
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the
introduction of new technology or products by us or our
competitors;
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comments
regarding us and the data storage market made by industry analysts or on
Internet bulletin boards;
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changes
in earnings estimates by analysts or changes in accounting
policies;
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changes
in product pricing policies by us or our competitors;
and
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changes
in general economic conditions.
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In
addition, stock markets have experienced extreme price and volume volatility in
recent years. This volatility has had a substantial effect on the market prices
of securities of many smaller public companies for reasons frequently unrelated
or disproportionate to the operating performance of the specific companies.
These market fluctuations may adversely affect the market price of our common
stock.
RISKS
RELATED TO OUR TAPE LIBRARY BUSINESS
The
principal risks applicable specifically to our tape library operating segment
are described below.
Our principal competitors devote
greater financial resources to developing, marketing and selling automated tape libraries.
Consequently, we may be unable to maintain or increase our market
share.
We face
significant competition in developing and selling automated tape libraries.
Rapid and ongoing changes in technology and product standards could quickly
render our products less competitive, or even obsolete. We have significantly
fewer financial, technical, manufacturing, marketing and other resources than
many of our competitors and these limited resources may harm our business in
many ways. For example, in the past several years our competitors
have:
|
|
•
|
acquired
other tape library companies;
|
|
|
•
|
increased
the geographic scope of their
market;
|
|
|
•
|
offered
a wider range of tape library products;
and
|
|
|
•
|
developed
and acquired proprietary software and disk based products that operate in
conjunction with their products and the products of their
competitors.
|
In the
future, our competitors may leverage their greater resources
to:
|
|
•
|
develop,
manufacture and market products that are less expensive or technologically
superior to our products;
|
|
|
•
|
attend
more trade shows and spend more on advertising and
marketing;
|
|
|
•
|
reach
a wider array of potential customers through a broader range of
distribution channels;
|
|
|
•
|
respond
more quickly to new or changing technologies, customer requirements and
standards; or
|
|
|
•
|
reduce
prices in order to preserve or gain market
share.
|
We
believe competitive pressures are likely to continue. We cannot guarantee that
our resources will be sufficient to address this competition or that we will
manage costs and adopt strategies capable of effectively utilizing our
resources. If we are unable to respond to competitive pressures successfully,
our prices and profit margins may fall and our market share may
decrease.
Our suppliers could reduce shipments
of tape drives and tape media. If this occurs, we would be forced to curtail
production, our revenues could fall and our market share could
decline.
Automated
tape libraries and related products, such as tape drives and tape media,
represented approximately 49.3% of our revenues for fiscal 2009, 62.9% of our
revenues for fiscal 2008, and approximately 66.6% of our revenues for fiscal
2007. We depend on a limited number of third-party manufacturers to supply us
with the tape drives and tape media that we incorporate into our automated tape
libraries. Some tape drive manufacturers, including Sony Corporation and IBM
Corporation, compete with us by also selling tape libraries. There can be no
assurance that other tape drive manufacturers will not also begin to manufacture
or sell libraries.
Historically,
some of these suppliers have been unable to meet demand for their products and
have allocated their limited supply among customers. If suppliers limit our
supply of tape drives or tape media, we may be forced to delay or cancel
shipments of our tape libraries. The major supplier risks we face include the
following:
|
|
•
|
Sony
Electronics, Inc. is our sole-source supplier of AIT drives and media. In
fiscal 2009 we derived approximately $2.5 million or 13.8% of our
revenues, in fiscal 2008 we derived approximately $5.4 million or 25.1% of
our revenues, and in fiscal 2007 we derived approximately $6.6 million, or
32.2%, of our revenues from the sale of tape drives and tape media based
on Sony AIT and Super AIT
technologies.
|
|
|
•
|
The
LTO standard was developed by an industry consortium consisting of IBM,
Hewlett Packard and Quantum Corporation. LTO competes with AIT. All three
drive suppliers also sell automated tape libraries that utilize LTO tape
drives and compete with our products. Therefore, even if we receive
adequate allocation, it may be at a price that renders our products
uncompetitive.
|
Our other
suppliers have in the past been, and may in the future be, unable to meet our
demand, including our needs for timely delivery, adequate quantity and high
quality. We do not have long-term supply contracts with any of our significant
suppliers. The partial or complete loss of any of our suppliers could result in
lost revenue, added costs and production delays or could otherwise harm our
business and customer relationships.
Our revenues could decline if we fail
to execute our distribution strategy successfully.
We
distribute and sell our automated tape libraries through value added resellers
and original equipment manufacturers, and intend to continue this strategy for
the foreseeable future. Value added resellers integrate our tape libraries with
products of other manufacturers and sell the combined products to their own
customers. Original equipment manufacturers combine our tape libraries with
their own products and sell the combined product under their own brand. We
currently devote, and intend to continue to devote, significant resources to
develop and maintain these relationships. A failure to initiate, manage and
expand our relationships with value added resellers or original equipment
manufacturers could limit our ability to grow or sustain our current level of
revenues.
Our focus
on the distribution of our products through value added resellers poses the
following risks:
|
|
•
|
we
may reach fewer customers because we depend on value added resellers to
market to end users and these value added resellers may fail to market
effectively or fail to devote sufficient or effective sales, marketing and
technical support to the sales of our
products;
|
|
|
•
|
we
may lose sales because many of our value added resellers sell products
that compete with our products. These value added resellers may reduce
their marketing efforts for our products in favor of products manufactured
by our competitors;
|
|
|
•
|
our
costs may increase as value added resellers generally require a higher
level of customer support than do original equipment manufacturers;
and
|
|
|
•
|
as
the market for tape libraries matures, we expect that tape libraries
designed for small and medium size businesses will not require the level
of sales, marketing and technical support traditionally provided by value
added resellers and, consequently, tape libraries for these customers will
be increasingly sold through distribution channels rather than through
value added resellers.
|
We depend
upon our original equipment manufacturer customers’ ability to develop new
products, applications and product enhancements that incorporate our products in
a timely, cost-effective and customer-friendly manner. We cannot guarantee that
our original equipment manufacturer customers will meet these challenges
effectively. Original equipment manufacturers typically conduct substantial and
lengthy evaluation programs before certifying a new product for inclusion in
their product line. We may be required to devote significant financial and human
resources to these evaluation programs with no assurance that our products will
ever be selected. In addition, even if selected by the original equipment
manufacturer, there generally is no requirement that the original equipment
manufacturer purchase any particular amount of product from us or that it
refrain from purchasing competing products.
We do not
have any exclusive agreements with our value added resellers or original
equipment manufacturers, who purchase our products on an individual purchase
order basis. If we lose important value added resellers or original equipment
manufacturer customers, if they reduce their focus on our products or if we are
unable to obtain additional value added reseller or original equipment
manufacturer customers, our business could suffer.
We rely on tape technology for a
substantial part of our revenues. Our business will be harmed if demand for storage
solutions using tape technology declines or fails to develop as we
expect.
We derive
a high percentage of our revenues from products that incorporate some form of
tape technology. We expect to derive a high percentage of our revenues from
these products for the foreseeable future. As a result, we will continue to be
subject to the risk of a decrease in revenues if demand for these products
declines or if rising prices make it more difficult to obtain them. If products
incorporating other technologies gain comparable or superior market acceptance
and competitive price advantage, our business, financial condition and operating
results could be adversely and materially affected unless we successfully
develop and market products incorporating the new technology.
If we fail to develop and introduce
new products on a timely and cost-effective basis, or if our products do not
contain the features required by the marketplace, we will eventually lose market share and
sales to more innovative competitors.
The
market for our products is characterized by rapidly changing technology and
evolving industry standards. The future success of Qualstar will depend on our
ability to anticipate changes in technology, to develop new and enhanced
products on a timely and cost-effective basis, and to introduce, manufacture and
achieve market acceptance of these new and enhanced products. In particular, our
success will depend on the market acceptance of our XLS family of automated tape
libraries. Our RLS and TLS families of tape libraries are facing increasing
competition from products manufactured by our competitors and may face
competition from other types of storage devices that may be developed in the
future.
Development
schedules for high technology products are inherently subject to uncertainty and
there can be no assurance we will be able to meet our product development
schedules or that our development costs will be within budgeted amounts. If the
products or product enhancements developed are not deliverable due to technical
problems, quality issues or component shortages, or if such products or product
enhancements are not accepted by the marketplace or are unreliable, then our
business, financial condition and results of operations may be materially
adversely affected.
The
introduction of new storage technologies or the adoption of an industry standard
different than our current product standards could render our existing products
obsolete.
We depend upon independent software
vendors to provide storage management software that makes our tape libraries
functional.
The
utility of an automated tape library depends upon the storage management
software, which supports the library and integrates it into the user’s computing
environment to provide a complete storage solution. We do not develop and have
no control over the development of this storage management software. Instead we
rely on third party independent software vendors to develop and support this
software. Accordingly, the continued development and future growth of the market
for our products will depend partly upon the success of software vendors to meet
the overall data storage and management needs of tape library purchasers and our
ability to maintain relationships with these firms. Although we do not have
contracts with any third party independent software vendors, we maintain
relationships with them by:
|
|
•
|
supplying
tape libraries so they can qualify their software to work with our tape
libraries;
|
|
|
•
|
evaluating
their software for compatibility with our tape libraries;
and
|
|
|
•
|
keeping
them informed as to current and contemplated changes to our
products.
|
We may have to expend significant
amounts of time and money defending or settling product liability claims arising from
failures of our tape libraries.
Because
our tape library customers use our products to store and backup their important
data, we face potential liability if our products fail to perform. Although we
maintain general liability insurance, our insurance may not cover potential
claims of this type or may not be adequate to indemnify us for all liability
that may be imposed. Any imposition of liability that is not covered by
insurance or that exceeds our insurance coverage could reduce our profitability
or cause us to discontinue operations.
Undetected flaws could increase our
costs, reduce our revenues and divert resources from our core business
needs.
Our tape
libraries are complex. Despite our efforts to revise and update our
manufacturing and test processes to address engineering and component changes,
we may not be able to control and eliminate manufacturing flaws adequately.
These flaws may include undetected software or hardware defects associated
with:
|
|
•
|
a
newly introduced product;
|
|
|
•
|
a
new version of an existing product;
or
|
|
|
•
|
a
product that has been integrated into a network storage solution with the
products of other vendors.
|
The
variety of contexts in which errors may arise may make it difficult to identify
the source of a problem. These problems may:
|
|
•
|
cause
us to incur significant warranty, repair and replacement
costs;
|
|
|
•
|
divert
the attention of our engineering personnel from our product development
efforts;
|
|
|
•
|
cause
significant customer relations problems;
or
|
|
|
•
|
damage
our reputation.
|
To
address these risks, we frequently revise and update manufacturing and test
procedures to address engineering and component changes to our products. If we
fail to adequately monitor, develop and implement appropriate test and
manufacturing processes we could experience a rate of product failure that
results in substantial shipment delays, repair or replacement costs or damage to
our reputation. Product flaws may also consume our limited engineering resources
and interrupt our development efforts. Significant product failures would
increase our costs and result in the loss of future sales and be harmful to our
business.
RISKS
RELATED TO OUR POWER SUPPLY BUSINESS
The
principal risks applicable specifically to our power supply operating segment
are described below.
We primarily depend on two contract
manufacturers for the majority of our power supplies. Loss of a supplier could harm our
business.
The
primary suppliers of our N2Power power supplies are located in China. If a
manufacturer should be unable to deliver products to us on a timely basis or at
all, our power supply business could be adversely affected. Though we have many
years of favorable experience with these suppliers, there can be no assurance
that circumstances might not change and compel one or both of these suppliers to
curtail or terminate deliveries to us.
Price
erosion may have a material adverse effect on our margins and
profitability.
The
majority of the power supply manufactures that we compete with have
substantially more resources and more models available than we do. Additionally
the power supply business is generally characterized by intense competition.
There can be no assurances that a competitor will not choose to use its
resources to underprice our products in the market, thereby adversely affecting
our sales or margins.
ITEM
1B. UNRESOLVED STAFF COMMENTS
None.
ITEM
2. PROPERTIES
Our
headquarters, located in Simi Valley, California, consists of a single building
containing approximately 57,000 square feet housing our manufacturing, sales and
marketing, finance and administration and approximately two thirds of our
engineering staff. Our lease on this facility expires in December 2015. Rent on
this facility is $38,000 per month effective April 2009, with a step-up of 3%
annually beginning in April 2010.
We also
lease approximately 4,300 square feet of office space in Boulder, Colorado, that
houses our Advanced Development Group. Our lease on this facility expires in May
2012. Rent on this facility is $4,281 per month, with a step-up of 3%
annually beginning in June of each year.
ITEM 3. LEGAL PROCEEDINGS
We are
from time to time involved in various lawsuits and legal proceedings that arise
in the ordinary course of business. At this time, we are not aware of any
pending or threatened litigation against us that we expect will have a material
adverse effect on our business, financial condition, liquidity or operating
results. Legal claims are inherently uncertain, however. We cannot assure you
that we will not be adversely affected in the future by legal
proceedings.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
No
matters were submitted to a vote of security holders during the fourth quarter
of the fiscal year ended June 30, 2009.
PART
II
|
ITEM
5.
|
MARKET FOR REGISTRANT’S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY
SECURITIES
|
Market
Information
Qualstar’s
common stock is quoted on The NASDAQ Stock Market (NASDAQ Symbol — QBAK). The
following table sets forth the high and low closing sale prices of our common
stock as reported by NASDAQ, during the periods indicated:
|
Period
|
Date Range
|
High
|
Low
|
||||||
|
Fiscal
2009:
|
|||||||||
|
First
Quarter
|
July
1 — September, 30, 2008
|
$ | 3.72 | $ | 2.74 | ||||
|
Second
Quarter
|
October
1 — December 31, 2008
|
$ | 2.98 | $ | 1.81 | ||||
|
Third
Quarter
|
January
1 — March 31, 2009
|
$ | 2.38 | $ | 1.35 | ||||
|
Fourth
Quarter
|
April
1 — June 30, 2009
|
$ | 2.38 | $ | 1.85 | ||||
|
Fiscal
2008:
|
|||||||||
|
First
Quarter
|
July
1 — September, 30, 2007
|
$ | 4.00 | $ | 3.25 | ||||
|
Second
Quarter
|
October
1 — December 31, 2007
|
$ | 3.85 | $ | 2.80 | ||||
|
Third
Quarter
|
January
1 — March 31, 2008
|
$ | 3.70 | $ | 2.79 | ||||
|
Fourth
Quarter
|
April
1 — June 30, 2008
|
$ | 3.37 | $ | 2.77 | ||||
Holders
There
were approximately 37 owners of record of Qualstar’s common stock as of August
26, 2009.
Dividend
Policy
In fiscal
years 2009 and 2008, our Board of Directors declared the following cash
dividends:
|
Declaration Date
|
Record Date
|
Payment Date
|
Dividend per Share
|
Total Amount
|
||||||
|
Fiscal 2009:
|
||||||||||
|
November
5, 2008
|
November
26, 2008
|
December
4, 2008
|
$ | 0.06 | $ | 735,187.02 | ||||
|
February
20, 2009
|
March
12, 2009
|
March
25, 2009
|
$ | 0.06 | $ | 735,187.02 | ||||
|
May
7, 2009
|
May
26, 2009
|
June
3, 2009
|
$ | 0.06 | $ | 735,187.02 | ||||
|
Fiscal
2008:
|
||||||||||
|
February
12, 2008
|
February
26, 2008
|
March
11, 2008
|
$ | 0.06 | $ | 735,187.02 | ||||
|
May
1, 2008
|
May
20, 2008
|
May
28, 2008
|
$ | 0.06 | $ | 735,187.02 | ||||
|
June
23, 2008
|
August
28, 2008
|
September
5, 2008
|
$ | 0.06 | $ | 735,187.02 | ||||
Any
future determination to pay dividends will be at the discretion of the Company’s
Board of Directors and will depend upon, among many other factors, the Company’s
results of operations, financial condition, capital requirements and any
contractual restrictions.
Recent
Sales of Unregistered Securities
None
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
None
Performance
Graph
The
following graph compares the total cumulative return to our shareholders on
shares of Qualstar’s common stock during the five year period from July 1, 2004
through June 30, 2009, with the cumulative total returns of the Nasdaq Stock
Market Composite Index and the Nasdaq Computer Manufacturers’
Index. The graph assumes that the value of the investment in
Qualstar’s common stock and each index was $100.00 on July 1, 2004.
| 6/04 | 6/05 | 6/06 | 6/07 | 6/08 | 6/09 | |||||||||||||||||||
|
Qualstar
Corporation
|
100.00 | 65.36 | 54.74 | 59.64 | 51.54 | 41.60 | ||||||||||||||||||
|
NASDAQ
Composite
|
100.00 | 101.09 | 109.49 | 132.47 | 117.33 | 92.91 | ||||||||||||||||||
|
NASDAQ
Computer Manufacturers
|
100.00 | 97.63 | 93.24 | 132.50 | 124.85 | 102.29 |
ADDITIONAL
EQUITY COMPENSATION PLAN INFORMATION
The
following table provides additional information regarding Qualstar’s equity
compensation plans as of June 30, 2009:
|
Plan category
|
Number of securities to be issued upon exercise of
outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding
options, warrants and rights
|
Number of securities remaining available for
future issuance under equity compensation plans (excluding securities
reflected in column (a))
|
|||||||||
|
(a)(1)
|
(b)(1)
|
(c)(2)
|
||||||||||
|
Equity
compensation plans approved by security holders
|
573,000 | $ | 4.10 | 500,000 | ||||||||
|
Equity
compensation plans not approved by security holders
|
— | — | — | |||||||||
|
Totals
|
573,000 | $ | 4.10 | 500,000 | ||||||||
|
|
(1)
|
Includes
shares subject to stock options granted under the 1998 Stock Incentive
Plan as of June 30,2009. The 1998 Stock Incentive Plan expired in 2008 and
no further options may be granted under that
plan.
|
|
|
(2)
|
Includes
shares available for additional option grants under the 2008 Stock
Incentive Plan as of June 30, 2009.
|
ITEM 6. SELECTED FINANCIAL DATA
The
following selected financial data is qualified in its entirety by and should be
read in conjunction with “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and the financial statements and notes
thereto included elsewhere in this 10-K. Our historical financial results are
not necessarily indicative of results to be expected for any future
period.
|
Years Ended June 30,
|
||||||||||||||||||||
|
2009
|
2008
|
2007
|
2006
|
2005
|
||||||||||||||||
|
(In
thousands, except per share amounts)
|
||||||||||||||||||||
|
Statements
of Operations Data:
|
||||||||||||||||||||
|
Net
revenues
|
$ | 17,892 | $ | 21,464 | $ | 20,612 | $ | 21,731 | $ | 25,144 | ||||||||||
|
Cost
of goods sold
|
12,190 | 14,043 | 14,092 | 14,856 | 16,529 | |||||||||||||||
|
Gross
profit
|
5,702 | 7,421 | 6,520 | 6,875 | 8,615 | |||||||||||||||
|
Operating
expenses:
|
||||||||||||||||||||
|
Research
and development
|
3,254 | 3,100 | 3,136 | 3,083 | 3,750 | |||||||||||||||
|
Sales
and marketing
|
2,767 | 3,184 | 3,110 | 3,213 | 3,350 | |||||||||||||||
|
General
and administrative
|
3,155 | 3,390 | 3,168 | 3,629 | 3,955 | |||||||||||||||
|
Total
operating expenses
|
9,176 | 9,674 | 9,414 | 9,925 | 11,055 | |||||||||||||||
|
Loss
from operations
|
(3,474 | ) | (2,253 | ) | (2,894 | ) | (3,050 | ) | (2,440 | ) | ||||||||||
|
Investment
income
|
918 | 1,517 | 1,477 | 1,269 | 858 | |||||||||||||||
|
Loss
before income taxes
|
(2,556 | ) | (736 | ) | (1,417 | ) | (1,781 | ) | (1,582 | ) | ||||||||||
|
Provision
(benefit) for income taxes
|
3 | 17 | 30 | (89 | ) | 65 | ||||||||||||||
|
Net
loss
|
$ | (2,559 | ) | $ | (753 | ) | $ | (1,447 | ) | $ | (1,692 | ) | $ | (1,647 | ) | |||||
|
Loss
per share:
|
||||||||||||||||||||
|
Basic
and Diluted
|
$ | (0.21 | ) | $ | (0.06 | ) | $ | (0.12 | ) | $ | (0.14 | ) | $ | (0.13 | ) | |||||
|
Shares
used to compute loss per share:
|
||||||||||||||||||||
|
Basic
and Diluted
|
12,253 | 12,253 | 12,253 | 12,253 | 12,398 | |||||||||||||||
|
Years Ended June 30,
|
||||||||||||||||||||
|
2009
|
2008
|
2007
|
2006
|
2005
|
||||||||||||||||
|
(In
thousands)
|
||||||||||||||||||||
|
Balance
Sheet Data:
|
||||||||||||||||||||
|
Cash
and cash equivalents
|
$ | 3,749 | $ | 6,744 | $ | 7,697 | $ | 6,845 | $ | 12,210 | ||||||||||
|
Marketable
securities
|
23,912 | 25,794 | 25,568 | 26,822 | 21,854 | |||||||||||||||
|
Working
capital
|
27,081 | 23,883 | 25,152 | *29,012 | *25,121 | |||||||||||||||
|
Total
assets
|
36,592 | 42,657 | 44,063 | 45,399 | 47,223 | |||||||||||||||
|
Shareholders’
equity
|
34,510 | 39,121 | 41,841 | 42,858 | 44,653 | |||||||||||||||
____________
|
|
*
|
In
fiscal 2006 and 2005, certain marketable securities were reclassified to
long-term assets.
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
The
following discussion and analysis should be read in conjunction with our
financial statements and notes thereto.
OVERVIEW
We
design, develop, manufacture and sell automated magnetic tape libraries used to
store, retrieve and manage electronic data primarily in network computing
environments. We currently offer tape libraries for two tape drive technologies,
LTO and AIT.
Many
enterprises now routinely manage very large databases, in addition to storing
information on local desktop computers. This, coupled with the growth in the
amount of data from new sources and applications, is increasing the need for
managing and storing data efficiently. We have developed tape libraries spanning
a range of tape formats, prices, capacity and performance. We expect our
products to continue to evolve in the future in response to emerging tape
technologies and changing customer preferences.
We have
developed a network of value added resellers who specialize in delivering
complete storage solutions to end users. End users of our products range from
small businesses requiring simple automated backup solutions to large
organizations needing complex storage management solutions. We also sell our
products to original equipment manufacturers who bundle our products with their
own and sell them as part of a complete system or solution. We assist our
customers with marketing, sales and technical support.
Our
international sales efforts are currently directed from our corporate offices in
Simi Valley, California. All of our international sales are
denominated in U.S. dollars. Net revenues from customers outside of North
America were approximately $4.7 million, or 26.4% of revenues for fiscal 2009,
$5.8 million, or 27.2% of revenues for fiscal 2008, and approximately $5.0
million, or 24.4% of revenues in fiscal 2007.
We also
design, develop and sell high-efficiency switching power supplies used in
telecommunications equipment, servers, routers, switches, RAIDs, high-efficiency
lighting and similar applications. Our power supplies are sold under the N2Power
brand name through independent sales representatives and distributors. The
primary customers are original equipment manufacturers and contract
manufacturers. We also utilize these power supplies in our tape
libraries.
Net
revenues include revenues from the sale of tape libraries, tape drives, tape
cartridges, ancillary products, and power supplies. Ancillary revenues include
service, repair, and on-site service agreements net of the cost of any third
party service contracts. Automated tape libraries and related products, such as
tape drives and tape media, represented approximately 49.3% of revenues in
fiscal 2009, 62.9% of revenues in fiscal 2008, and approximately 66.6% of
revenues in fiscal 2007. Sales of power supplies represented approximately 31.0%
of revenues in fiscal 2009, 18.8% of revenues in fiscal 2008, and approximately
14.6% of revenues in fiscal 2007. Sales of ancillary products and services
accounted for the balance of our revenues.
Gross
margins depend on several factors, including the cost of manufacturing, product
mix and the level of competition. Larger tape libraries generally provide higher
gross margins than do smaller tape libraries primarily because the competition
is less intense in this market segment.
Research
and development activities include the design and development of new products,
as well as enhancements to existing products.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
Our
discussion and analysis of our financial condition and results of operations is
based upon our financial statements, which have been prepared in accordance with
accounting principals generally accepted in the United States. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses and
related disclosure of contingent assets and liabilities. On an on-going basis,
we evaluate our estimates, including those related to customer promotional
offers, sales returns, bad debts, inventories, warranty costs, investments, and
income taxes. We base our estimates on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different
assumptions or conditions.
We
believe the following critical accounting policies affect our more significant
judgments and estimates used in the preparation of our consolidated financial
statements.
Revenue
Recognition
Revenue
is recognized upon shipment of product to our customers, less estimated returns,
for which provision is made at the time of sale. Title and risk of loss transfer
to the customer when the product leaves our dock in Simi Valley, California, or
another shipping location designated by us. In general, these customers are
allowed to return the product, free of penalty, within thirty days of shipment,
if the product does not meet the end user’s requirements.
We record
an allowance for estimated sales returns based on past experience and current
knowledge of our customer base. Our experience has been such that only a very
small percentage of products are returned. Should our experience change,
however, we may require additional allowances for sales returns.
Marketable
Securities
Marketable
securities consist primarily of high-quality U.S. corporate securities and U.S.
federal government debt securities. Our marketable securities portfolio consists
of short-term securities with original maturities of greater than three months
from the date of purchase and remaining maturities of less than one year and
long-term securities with original maturities of greater than one year and less
than five years. Marketable securities are classified as available for sale and
are recorded at fair value using the specific identification method; unrealized
gains and losses are reflected in other comprehensive income until realized;
realized gains and losses are included in earnings when the underlying
securities are sold and are derived using the specific identification method for
determining the cost of securities sold. If the credit ratings of the security
issuers deteriorate or if normal market conditions do not return in the near
future, we may be required to reduce the value of our investments through an
impairment charge and reflect them as long-term investments.
Fair
Value of Financial Instruments
We
adopted SFAS No. 157 on July 1, 2008 for all financial assets and liabilities
and nonfinancial assets and liabilities that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least annually). SFAS
No. 157 defines fair value, establishes a framework for measuring fair value,
and expands disclosures about fair value measurements.
SFAS No.
157 defines fair value as the price that would be received upon sale of an asset
or paid upon transfer of a liability in an orderly transaction between market
participants at the measurement date and in the principal or most advantageous
market for that asset or liability. The fair value should be calculated based on
assumptions that market participants would use in pricing the asset or
liability, not on assumptions specific to the entity. In addition, the fair
value of liabilities should include consideration of non-performance risk
including our own credit risk.
In
addition to defining fair value, SFAS No. 157 expands the disclosure
requirements around fair value and establishes a fair value hierarchy for
valuation inputs. The hierarchy prioritizes the inputs into three levels based
on the extent to which inputs used in measuring fair value is observable in the
market. Each fair value measurement is reported in one of the three levels that
are determined by the lowest level input that is significant to the fair value
measurement in its entirety. These levels are:
|
|
•
|
Level
1 – inputs are based upon unadjusted quoted prices for identical
instruments traded in active
markets.
|
|
|
•
|
Level
2 – inputs are based upon quoted prices for similar instruments in active
markets, quoted prices for identical or similar instruments in markets
that are not active, and model-based valuation techniques for which all
significant assumptions are observable in the market or can be
corroborated by observable market data for substantially the full term of
the assets or liabilities.
|
|
|
•
|
Level
3 – inputs are generally unobservable and typically reflect management’s
estimates of assumptions that market participants would use in pricing the
asset or liability. The fair values are therefore determined using
model-based techniques that include option pricing models, discounted cash
flow models, and similar
techniques.
|
In
general, and where applicable, we use quoted prices in active markets for
identical assets to determine fair value. This pricing methodology applies to
our Level 1 investments such as U.S. treasuries and agency securities and
exchange-traded mutual funds. If quoted prices in active markets for identical
assets are not available to determine fair value, then we use quoted prices for
similar assets or inputs other than the quoted prices that are observable either
directly or indirectly. These investments are included in Level 2 and consist
primarily of corporate bonds, mortgage-backed securities, and certain agency
securities. While we own certain mortgage-backed fixed income
securities, our portfolio as of June 30, 2009 does not contain direct exposure
to subprime mortgages or structured vehicles that derive their value from
subprime collateral. Our mortgage-backed securities are
collateralized by prime residential mortgages and carry a 100% principal and
interest guarantee, primarily from Federal National Mortgage Association and
Federal Home Loan Mortgage Corporation.
Assets
and Liabilities Measured at Fair Value on a Recurring Basis
The
following table presents our assets and liabilities measured at fair value on a
recurring basis at June 30, 2009 (in thousands):
|
Level 1
|
Level 2
|
Net balance
|
||||||||||
|
Assets
|
||||||||||||
|
Cash
|
$ | 898 | $ | – | $ | 898 | ||||||
|
Money
Market Mutual fund
|
2,851 | – | 2,851 | |||||||||
|
U.S.
government and agency securities
|
13,092 | 7,643 | 20,735 | |||||||||
|
Mortgage-backed
securities
|
– | 2,423 | 2,423 | |||||||||
|
Corporate
bonds
|
– | 754 | 754 | |||||||||
|
Total
|
$ | 16,840 | $ | 10,821 | $ | 27,661 | ||||||
Allowance
for Doubtful Accounts
We
estimate our allowance for doubtful accounts based on an assessment of the
collectability of specific accounts and the overall condition of accounts
receivable. In evaluating the adequacy of the allowance for doubtful accounts,
we analyze specific trade receivables, historical bad debts, customer credits,
customer credit-worthiness and changes in customers’ payment terms and patterns.
If the financial condition of our customers were to deteriorate, resulting in an
impairment of their ability to make additional payments, then we may need to
make additional allowances. Likewise, if we determine that we could realize more
of our receivables in the future than previously estimated, we would adjust the
allowance to increase income in the period we made this
determination.
Inventory
Valuation
We record
inventories at the lower of cost or market value. We assess the value of our
inventories periodically based upon numerous factors including expected product
or material demand, current market conditions, technological obsolescence,
current cost and net realizable value. If necessary, we write down our inventory
for estimated obsolescence, potential shrinkage, or unmarketable inventory equal
to the difference between the cost of inventory and the estimated market value
based upon assumptions about future demand and market conditions. If technology
changes more rapidly than expected, or market conditions become less favorable
than those projected by management, additional inventory write-downs may be
required.
Warranty
Obligations
We
provide for the estimated cost of product warranties at the time revenue is
recognized. We engage in extensive product quality programs and processes,
including active monitoring and evaluation of product failure rates, material
usage and estimation of service delivery costs incurred in correcting a product
failure. However, should actual product failure rates, material usage, or
service delivery costs differ from our estimates, revisions to the estimated
warranty liability would be required. Historically our warranty costs have not
been significant.
Share-Based
Compensation
Share-based
compensation is accounted for in accordance with SFAS 123R, “Share-Based
Payment.” We use the Black-Scholes option pricing model to determine fair value
of the award at the date of grant and recognize compensation expense over the
vesting period. The inputs we use for the model require the use of judgment,
estimates and assumptions regarding the expected volatility of the stock, the
expected term the average employee will hold the option prior to the date of
exercise, expected future dividends, and the amount of share-based awards that
are expected to be forfeited. Changes in these inputs and assumptions could
occur and actual results could differ from these estimates, and our results of
operations could be materially impacted.
Accounting
for Income Taxes
We
estimate our tax liability based on current tax laws in the statutory
jurisdictions in which we operate in accordance with SFAS 109, “Accounting for
Income Taxes.” These estimates include judgments about deferred tax assets and
liabilities resulting from temporary differences between assets and liabilities
recognized for financial reporting purposes and such amounts recognized for tax
purposes, as well as about the realization of deferred tax
assets. Accruals for uncertain tax positions are accounted for in
accordance with FIN 48,
“Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109.” Under FIN 48, we may recognize the tax benefit
from an uncertain tax position only if it is more likely than not that the tax
position will be sustained upon examination by the taxing authorities, based on
the technical merits of the position. The tax benefits recognized in the
financial statements from such a position should be measured based on the
largest benefit that has a greater than 50% likelihood of being realized upon
ultimate settlement. FIN 48 also provides guidance on derecognition of income
tax assets and liabilities, classification of current and deferred income tax
assets and liabilities, accounting for interest and penalties associated with
tax positions, and income tax disclosures.
We
maintain a valuation allowance to reduce our deferred tax assets due to the
uncertainty surrounding the timing of realizing the benefits of net deferred tax
assets in future years. We have considered future taxable income and ongoing
prudent and feasible tax planning strategies in assessing the need for such a
valuation allowance. In the event we were to determine that we would be able to
realize all or part of our net deferred tax asset in the future, the valuation
allowance would be decreased accordingly.
We may
periodically undergo examinations by the federal and state regulatory
authorities and the Internal Revenue Service. We may be assessed additional
taxes and or penalties contingent on the outcome of these examinations. Our
previous examinations have not resulted in any unfavorable or significant
assessments.
We have
net operating losses, capital losses, research and development credit and other
carryforwards for tax purposes of $13.8 million at June 30, 2009 which expire
between fiscal years 2013 and 2029, except for the state research and
development credit, which has no limit on the carryforward period.
RESULTS
OF OPERATIONS
The
following table reflects, as a percentage of net revenues, statements of
operations data for the periods indicated:
|
Years Ended June 30,
|
||||||||||||
|
2009
|
2008
|
2007
|
||||||||||
|
Net
revenues
|
100.0 | % | 100.0 | % | 100.0 | % | ||||||
|
Cost
of goods sold
|
68.1 | 65.4 | 68.4 | |||||||||
|
Gross
margin
|
31.9 | 34.6 | 31.6 | |||||||||
|
Operating
expenses:
|
||||||||||||
|
Research
and development
|
18.2 | 14.4 | 15.2 | |||||||||
|
Sales
and marketing
|
15.5 | 14.8 | 15.1 | |||||||||
|
General
and administrative
|
17.6 | 15.8 | 15.4 | |||||||||
|
Loss
from operations
|
(19.4 | ) | (10.4 | ) | (14.1 | ) | ||||||
|
Investment
income
|
5.1 | 7.1 | 7.2 | |||||||||
|
Loss
before provision for income taxes
|
(14.3 | ) | (3.3 | ) | (6.9 | ) | ||||||
|
Provision
for income taxes
|
0.0 | 0.1 | 0.1 | |||||||||
|
Net
loss
|
(14.3 | )% | (3.4 | )% | (7.0 | )% | ||||||
We have
two operating segments for financial disclosure purposes: tape
libraries and power supplies, as discussed in Footnote 11 to our consolidated
financial statements. The following table summarizes our revenue by major
product line and by operating segment:
|
Years Ended June 30,
|
||||||||||||
|
2009
|
2008
|
2007
|
||||||||||
|
Tape
Library revenues:
|
||||||||||||
|
TLS
|
22.3 | % | 30.5 | % | 35.9 | % | ||||||
|
RLS
|
6.8 | % | 9.2 | % | 8.6 | % | ||||||
|
XLS
|
8.3 | % | 7.0 | % | 8.5 | % | ||||||
| 37.4 | % | 46.7 | % | 53.0 | % | |||||||
|
Other
library revenues:
|
||||||||||||
|
Service
|
15.3 | % | 12.7 | % | 14.2 | % | ||||||
|
Media
|
11.9 | % | 16.2 | % | 13.6 | % | ||||||
|
Upgrades,
Spares
|
4.4 | % | 5.6 | % | 4.6 | % | ||||||
|
Total
library revenues
|
69.0 | % | 81.2 | % | 85.4 | % | ||||||
|
Power
Supply revenues
|
31.0 | % | 18.8 | % | 14.6 | % | ||||||
| 100.0 | % | 100.0 | % | 100.0 | % | |||||||
Fiscal
2009 Compared to Fiscal 2008
Net Revenues. Net
revenues were $17.9 million in fiscal 2009 as compared to $21.5 million in
fiscal 2008. The decrease of approximately $3.6 million, or 16.6% is attributed
primarily to a decrease of $5.1 million in sales of tape libraries, partially
offset by an increase of $1.5 million in sales of power supplies.
Tape Library
Segment
Revenues
attributed to our tape library segment were $12.3 million, or 69.0% of revenues
in fiscal 2009, as compared $17.4 million, or 81.2% of revenues in fiscal 2008.
This decline in tape library revenues was due primarily to lower sales of our
tape library products in the TLS and RLS product lines, in conjunction with
decreased sales of tape media and miscellaneous products. We expect sales from
our XLS product line to increase in fiscal 2010 as this newest of our tape
library families gains market acceptance. However, we expect sales from our TLS
and RLS product lines, as well as tape media, to decrease in fiscal
2010.
Power Supply
Segment
Revenues
attributed to our power supply segment were $5.6 million, or 31.0% of revenues,
in fiscal 2009 as compared to $4.0 million, or 18.8% of revenues, in fiscal
2008. The increase of $1.5 million, or 37.6%, was due to increased sales to
original equipment manufacturers and distributors of an expanded power supply
product line. We expect continued growth as a percentage of sales in our power
supply revenues during fiscal 2010.
Gross Profit. Gross
profit was $5.7 million in fiscal 2009 as compared to $7.4 million in fiscal
2008. The decrease of approximately $1.7 million, or 23.2%, is attributed to a
decrease in revenues, an increase in scrap and inventory adjustments, and lower
absorption of labor and overhead.
Research and
Development. Research and development expenses were $3.3
million in fiscal 2009, comparable with $3.1 million in fiscal
2008.
Sales and
Marketing. Sales and marketing expenses were $2.8 million in
fiscal 2009 as compared to $3.2 million in fiscal 2008. The decrease of
approximately $0.4 million, or 13.1%, is attributed primarily to decreases in
commissions, travel and entertainment and advertising and promotion
expenses.
General and
Administrative. General and administrative expenses were $3.2
million in fiscal 2009 as compared to $3.4 million in fiscal 2008. The decrease
of approximately $0.2 million, or 6.9%, is primarily due to a decrease in
accounting and audit expenses, partially offset by an increase in compensation
related expenses.
Investment
Income. Investment income was $0.9 million in fiscal 2009,
compared to $1.5 million in fiscal 2008. The decrease of
approximately $0.6 million is attributed to lower rates in the current economic
environment and the shift of securities into shorter term U.S. treasuries, in
addition to a $4.9 million decrease in the principal balance of our marketable
securities.
Provision for Income
Taxes. Provision for income taxes was $3,000 in fiscal 2009 as
compared to a provision for income taxes of $17,000 in fiscal
2008.
Fiscal
2008 Compared to Fiscal 2007
Net Revenues. Net
revenues were $21.5 million in fiscal 2008 as compared to $20.6 million in
fiscal 2007. The increase of approximately $852,000, or 4.1% is attributed
primarily to an increase of $1.0 million in sales of power supplies, partially
offset by lower revenues from tape libraries.
Tape Library
Segment
Revenues
attributed to our tape library segment were $17.4 million, or 81.2% of revenues
in fiscal 2008, as compared to $17.6 million, or 85.4% of revenues in fiscal
2007. This decline in tape library revenues was due to lower sales of our tape
library products in the TLS and XLS product lines, in conjunction with lower
service revenue, partially offset by increased revenue from our RLS tape library
product line and increased sales of tape media and miscellaneous
products.
Power Supply
Segment
Revenues
attributed to our power supply segment were $4.0 million, or 18.8% of revenues,
in fiscal 2008 as compared to $3.0 million, or 14.6% of revenues in fiscal 2007.
This increase was due to increased sales to original equipment manufacturers and
distributors of an expanded power supply product line.
Gross Profit. Gross
profit was $7.4 million in fiscal 2008 as compared to $6.5 million in fiscal
2007. The increase of approximately $0.9 million, or 13.8%, is attributed to
increased revenues, a change in product mix and efficiencies achieved in
material and labor management.
Research and
Development. Research and development expenses were $3.1
million in fiscal 2008, comparable with $3.1 million in fiscal
2007.
Sales and
Marketing. Sales and marketing expenses were $3.2 million in
fiscal 2008 as compared to $3.1 million in fiscal 2007. The increase of
approximately $0.1 million, or 3.1%, is attributed primarily to an increase in
travel and entertainment, commissions and compensation related expenses
partially offset by the closure of our United Kingdom branch
office.
General and
Administrative. General and administrative expenses were $3.4
million in fiscal 2008 as compared to $3.2 million in fiscal 2007. The increase
of approximately $0.2 million, or 7.0%, is due to an increase in accounting and
audit expenses related to Sarbanes Oxley compliance efforts and compensation
related expenses partially offset by decreases in bad debt and depreciation and
amortization expenses.
Investment
Income. Investment income was $1.5 million in fiscal 2008,
comparable with $1.5 million in fiscal 2007.
Provision for Income
Taxes. Provision for income taxes was $17,000 in fiscal 2008
as compared to a provision for income taxes of $30,000 in fiscal
2007
LIQUIDITY
AND CAPITAL RESOURCES
Cash used
by operating activities was $2.0 million in fiscal 2009. Cash provided by
operating activities was $0.8 million in fiscal 2008 and cash used by operating
activities was $0.7 million in fiscal 2007. Cash used by operating activities in
fiscal 2009 relates primarily to our net loss for the year and a decrease in
accounts payable and other accrued liabilities, partially offset by a decrease
in receivables and inventories. Cash provided by operating activities in fiscal
2008 relates primarily to an increase in accounts payable and a decrease in
accounts receivable. Cash used by operating activities in fiscal 2007 relates
primarily to our net loss for the year adjusted for non-cash items, an increase
in accounts receivable and a decrease in accounts payable and other accrued
liabilities, partially offset by a decrease in inventories.
Cash
provided by investing activities was $2.0 million in fiscal 2009. Cash used by
investing activities was $0.3 million in fiscal 2008 and cash provided by
investing activities was $1.5 million in fiscal 2007. Cash provided by investing
activities in fiscal 2009 relates primarily to proceeds from the sale of
marketable securities, partially offset by purchases of marketable securities
and equipment. Cash used in investing activities in fiscal 2008 relates
primarily to the purchase of marketable securities and equipment partially
offset by sales of marketable securities. Cash provided by investing activities
in fiscal 2007 relates primarily to proceeds from the sale of marketable
securities, partially offset by purchases of marketable securities.
Cash used
in financing activities was $2.9 million in fiscal 2009. Cash used in financing
activities was $1.5 million for fiscal 2008. Cash used in financing activities
in fiscal 2009 relates to cash dividends declared on shares of our common stock.
Cash used in financing activities in fiscal 2008 relates to cash dividends
declared on shares of our common stock.
As of
June 30, 2009, we had $3.7 million in cash and cash equivalents and $23.9
million in marketable securities. We believe that our existing cash and cash
equivalents and funds available from the sale of our marketable securities will
be sufficient to fund our working capital and capital expenditure needs for at
least the next 12 months. We may utilize cash to invest in businesses, products
or technologies that we believe are strategic. We regularly evaluate other
companies and technologies for possible investment by us. In addition, we have
made and may in the future make investments in companies with whom we have
identified potential synergies. However, we have no present commitments or
agreements with respect to any material acquisition of other businesses or
technologies.
SUMMARY
OF CONTRACTUAL OBLIGATIONS AND COMMITMENTS
The
following is a summary of our future payments due under contractual obligations
as of June 30, 2009:
|
Year Ended June 30
|
Operating Leases
|
Purchase Obligations
|
Total
|
|||||||||
|
(In
thousands)
|
||||||||||||
|
2010
|
$ | 512 | $ | 1,241 | $ | 1,753 | ||||||
|
2011
|
528 | — | 528 | |||||||||
|
2012
|
539 | — | 539 | |||||||||
|
2013
|
503 | — | 503 | |||||||||
|
2014-2016
|
1,325 | — | 1,325 | |||||||||
| $ | 3,407 | $ | 1,241 | $ | 4,648 | |||||||
Purchase
obligations in the table above represent the value of open purchase orders as of
June 30, 2009. We believe that some of these obligations could be canceled for
payment of a nominal penalty or no penalty; however, the amount of open purchase
orders that could be canceled under such terms is difficult to
quantify.
OFF-BALANCE
SHEET ARRANGEMENTS
We do not
have any off-balance sheet arrangements.
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET
RISK
We are
exposed to foreign currency and interest rate risks. Our financial
results could be affected by changes in foreign currency exchange rates or weak
economic conditions in foreign markets. As all sales are currently made in U.S.
dollars, a strengthening of the dollar could make our products less competitive
in foreign markets. Our interest income is sensitive to changes in the general
level of U.S. interest rates, particularly since the majority of our investments
are in shorter duration fixed income securities. We have no outstanding debt nor
do we utilize derivative financial instruments. Therefore, no quantitative
tabular disclosures are required.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Page
|
||
|
(1)
|
Consolidated
Financial Statements
|
|
|
Report
of Independent Registered Public Accounting Firm (SingerLewak
LLP)
|
32
|
|
|
Report
of Independent Registered Public Accounting Firm (Ernst & Young
LLP)
|
33
|
|
|
Consolidated
Balance Sheets
|
34
|
|
|
Consolidated
Statements of Operations
|
35
|
|
|
Consolidated
Statements of Shareholders’ Equity
|
36
|
|
|
Consolidated
Statements of Cash Flows
|
37
|
|
|
Notes
to Consolidated Financial Statements
|
38
|
Report
of Independent Registered Public Accounting Firm
The Board
of Directors and Stockholders of Qualstar Corporation
We have
audited the accompanying consolidated balance sheet of Qualstar Corporation as
of June 30, 2009 and the related consolidated statements of operations,
stockholders' equity, and cash flows for the year 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 audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Qualstar Corporation as of
June 30, 2009, and the results of its operations and its cash flows for the year
ended June 30, 2009, in conformity with U.S. generally accepted accounting
principles.
As
discussed in Note 1 to the consolidated financial statements, the Company has
adopted the provisions of Statement of Financial Standards No. 157, “Fair Value
Measurements” on July 1, 2008.
We were
not engaged to examine management’s assessment of the effectiveness of Qualstar
Corporation’s internal control over financial reporting as of June 30, 2009,
included in the accompanying Management’s Report on Internal Control over
Financial Reporting and, accordingly, we do not express an opinion
thereon.
|
/s/ SingerLewak
LLP
|
Los
Angeles, California
September
25, 2009
Report
of Independent Registered Public Accounting Firm
The Board
of Directors and Shareholders of Qualstar Corporation
We have
audited the accompanying consolidated balance sheets of Qualstar Corporation as
of June 30, 2008 and 2007, and the related consolidated statements of
operations, shareholders' equity, and cash flows for each of the three years in
the period ended June 30, 2008. 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. We were not engaged
to perform an audit of the Company’s internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as
a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Qualstar Corporation
at June 30, 2008 and 2007, and the consolidated results of its operations and
its cash flows for each of the three years in the period ended June 30, 2008, in
conformity with U.S. generally accepted accounting principles.
|
/s/ Ernst
& Young LLP
|
Los
Angeles, California
September
18, 2008
QUALSTAR
CORPORATION
CONSOLIDATED
BALANCE SHEETS
(In
thousands)
|
June 30,
|
||||||||
|
2009
|
2008
|
|||||||
|
ASSETS
|
||||||||
|
Current
assets:
|
||||||||
|
Cash
and cash equivalents
|
$ | 3,749 | $ | 6,744 | ||||
|
Marketable
securities, short-term
|
16,856 | 11,091 | ||||||
|
Accounts
receivable, net of allowance for doubtful accounts of $85 at June 30, 2009
and $82 at June 30,2008
|
2,305 | 2,962 | ||||||
|
Inventories,
net
|
5,822 | 6,109 | ||||||
|
Prepaid
expenses and other current assets
|
397 | 467 | ||||||
|
Total
current assets
|
29,129 | 27,373 | ||||||
|
Property
and equipment, net
|
361 | 526 | ||||||
|
Marketable
securities, long-term
|
7,056 | 14,703 | ||||||
|
Other
assets
|
46 | 55 | ||||||
|
Total
assets
|
$ | 36,592 | $ | 42,657 | ||||
|
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||||
|
Current
liabilities:
|
||||||||
|
Accounts
payable
|
$ | 649 | $ | 1,197 | ||||
|
Accrued
payroll and related liabilities
|
505 | 519 | ||||||
|
Other
accrued liabilities
|
894 | 1,774 | ||||||
|
Total
current liabilities
|
2,048 | 3,490 | ||||||
|
Other
long-term liabilities
|
34 | 46 | ||||||
|
Commitments
and contingencies
|
||||||||
|
Shareholders’
equity:
|
||||||||
|
Preferred
stock, no par value; 5,000 shares authorized; no shares
issued
|
— | — | ||||||
|
Common
stock, no par value; 50,000 shares authorized, 12,253 shares issued and
outstanding as of June 30, 2009 and June 30, 2008
|
18,798 | 18,705 | ||||||
|
Accumulated
other comprehensive income
|
168 | 108 | ||||||
|
Retained
earnings
|
15,544 | 20,308 | ||||||
|
Total
shareholders’ equity
|
34,510 | 39,121 | ||||||
|
Total
liabilities and shareholders’ equity
|
$ | 36,592 | $ | 42,657 | ||||
See
accompanying notes
QUALSTAR
CORPORATION
CONSOLIDATED
STATEMENTS OF OPERATIONS
(In
thousands, except per share amounts)
|
Year Ended June 30,
|
||||||||||||
|
2009
|
2008
|
2007
|
||||||||||
|
Net
revenues
|
$ | 17,892 | $ | 21,464 | $ | 20,612 | ||||||
|
Cost
of goods sold
|
12,190 | 14,043 | 14,092 | |||||||||
|
Gross
profit
|
5,702 | 7,421 | 6,520 | |||||||||
|
Operating
expenses:
|
||||||||||||
|
Research
and development
|
3,254 | 3,100 | 3,136 | |||||||||
|
Sales
and marketing
|
2,767 | 3,184 | 3,110 | |||||||||
|
General
and administrative
|
3,155 | 3,390 | 3,168 | |||||||||
|
Total
operating expenses
|
9,176 | 9,674 | 9,414 | |||||||||
|
Loss
from operations
|
(3,474 | ) | (2,253 | ) | (2,894 | ) | ||||||
|
Investment
income
|
918 | 1,517 | 1,477 | |||||||||
|
Loss
before income taxes
|
(2,556 | ) | (736 | ) | (1,417 | ) | ||||||
|
Provision
for income taxes
|
3 | 17 | 30 | |||||||||
|
Net
loss
|
$ | (2,559 | ) | $ | (753 | ) | $ | (1,447 | ) | |||
|
Loss
per share:
|
||||||||||||
|
Basic
and Diluted
|
$ | (0.21 | ) | $ | (0.06 | ) | $ | (0.12 | ) | |||
|
Shares
used to compute loss per share:
|
||||||||||||
|
Basic
and Diluted
|
12,253 | 12,253 | 12,253 | |||||||||
|
Cash
dividends declared per common share
|
$ | 0.18 | $ | 0.18 | $ | 0.00 | ||||||
See
accompanying notes
QUALSTAR
CORPORATION
CONSOLIDATED
STATEMENTS OF SHAREHOLDERS’ EQUITY
(In
thousands)
|
Common Stock
|
Accumulated
Other Comprehensive Income
(Loss)
|
Retained
Earnings
|
Total
|
|||||||||||||||||
|
Shares
|
Amount
|
|||||||||||||||||||
|
Balances
at June 30, 2006
|
12,253 | $ | 18,503 | $ | (395 | ) | $ | 24,750 | $ | 42,858 | ||||||||||
|
Stock
based compensation
|
— | 90 | — | — | 90 | |||||||||||||||
|
Comprehensive
loss:
|
||||||||||||||||||||
|
Net
loss
|
— | — | — | (1,447 | ) | (1,447 | ) | |||||||||||||
|
Change
in unrealized gains on investments
|
— | — | 340 | — | 340 | |||||||||||||||
|
Comprehensive
loss
|
(1,107 | ) | ||||||||||||||||||
|
Balances
at June 30, 2007
|
12,253 | $ | 18,593 | $ | (55 | ) | $ | 23,303 | $ | 41,841 | ||||||||||
|
Stock
based compensation
|
— | 112 | — | — | 112 | |||||||||||||||
|
Cumulative
effect of a change in accounting principle (FIN48)
|
— | — | — | (36 | ) | (36 | ) | |||||||||||||
|
Cash
dividend on common shares
|
— | — | — | (2,206 | ) | (2,206 | ) | |||||||||||||
|
Comprehensive
loss:
|
||||||||||||||||||||
|
Net
loss
|
— | — | — | (753 | ) | (753 | ) | |||||||||||||
|
Change
in unrealized gains on investments
|
— | — | 163 | — | 163 | |||||||||||||||
|
Comprehensive
loss
|
(590 | ) | ||||||||||||||||||
|
Balances
at June 30, 2008
|
12,253 | $ | 18,705 | $ | 108 | $ | 20,308 | $ | 39,121 | |||||||||||
|
Stock
based compensation
|
— | 93 | — | — | 93 | |||||||||||||||
|
Cash
dividend on common shares
|
— | — | — | (2,205 | ) | (2,205 | ) | |||||||||||||
|
Comprehensive
loss:
|
||||||||||||||||||||
|
Net
loss
|
— | — | — | (2,559 | ) | (2,559 | ) | |||||||||||||
|
Change
in unrealized gains on investments
|
— | — | 60 | — | 60 | |||||||||||||||
|
Comprehensive
loss
|
(2,499 | ) | ||||||||||||||||||
|
Balances
at June 30, 2009
|
12,253 | $ | 18,798 | $ | 168 | $ | 15,544 | $ | 34,510 | |||||||||||
See
accompanying notes
QUALSTAR
CORPORATION
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(In
thousands)
|
Year Ended June 30,
|
||||||||||||
|
2009
|
2008
|
2007
|
||||||||||
|
OPERATING
ACTIVITIES:
|
||||||||||||
|
Net
loss
|
$ | (2,559 | ) | $ | (753 | ) | $ | (1,447 | ) | |||
|
Adjustments
to reconcile net loss to net cash provided by (used in) operating
activities:
|
||||||||||||
|
Depreciation
and amortization
|
228 | 275 | 421 | |||||||||
|
Provision
for bad debts and returns, net
|
38 | 15 | 88 | |||||||||
|
Provision
for (recovery of) inventory reserve
|
70 | (82 | ) | 106 | ||||||||
|
Stock
based compensation
|
93 | 112 | 90 | |||||||||
|
(Gain)
loss on sale of securities
|
(98 | ) | (6 | ) | 50 | |||||||
|
Changes
in operating assets and liabilities:
|
||||||||||||
|
Accounts
receivable
|
619 | 485 | (850 | ) | ||||||||
|
Inventories
|
217 | (99 | ) | 1,264 | ||||||||
|
Prepaid
expenses and other assets
|
83 | 292 | (45 | ) | ||||||||
|
Accounts
payable
|
(548 | ) | 543 | (129 | ) | |||||||
|
Accrued
payroll and related liabilities
|
(13 | ) | 64 | (11 | ) | |||||||
|
Other
accrued liabilities
|
(150 | ) | (71 | ) | (179 | ) | ||||||
|
Net
cash provided by (used in) operating activities
|
(2,032 | ) | 775 | (642 | ) | |||||||
|
INVESTING
ACTIVITIES:
|
||||||||||||
|
Purchases
of equipment
|
(63 | ) | (200 | ) | (50 | ) | ||||||
|
Purchases
of marketable securities
|
(30,201 | ) | (26,359 | ) | (17,041 | ) | ||||||
|
Proceeds
from the sale of marketable securities
|
32,241 | 26,302 | 18,585 | |||||||||
|
Net
cash (used in) provided by investing activities
|
1,977 | (257 | ) | 1,494 | ||||||||
|
FINANCING
ACTIVITIES:
|
||||||||||||
|
Cash
dividends on common shares
|
(2,940 | ) | (1,471 | ) | — | |||||||
|
Net
cash used in financing activities
|
(2,940 | ) | (1,471 | ) | — | |||||||
|
NET
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(2,995 | ) | (953 | ) | 852 | |||||||
|
CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
6,744 | 7,697 | 6,845 | |||||||||
|
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
$ | 3,749 | $ | 6,744 | $ | 7,697 | ||||||
|
SUPPLEMENTAL
CASH FLOW DISCLOSURES:
|
||||||||||||
|
Income
taxes paid
|
$ | 11 | $ | 7 | $ | 7 | ||||||
See
accompanying notes
QUALSTAR
CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Note
1 – Accounting Policies
Business
Qualstar
Corporation (“Qualstar”) was incorporated in California in 1984 to develop and
manufacture IBM compatible 9-track reel-to-reel tape drives for the personal
computer and workstation marketplaces. Since 1995, Qualstar has focused its
efforts on designing, developing, manufacturing and selling automated magnetic
tape libraries used to store, retrieve and manage electronic data primarily in
the network computing environment. Tape libraries consist of cartridge tape
drives, tape cartridges and robotics to move the tape cartridges from their
storage locations to the tape drives under software control. Qualstar’s
libraries provide storage solutions for organizations requiring backup,
recovery, and archival storage of critical electronic information. Qualstar’s
tape libraries are compatible with commonly used operating systems, including
UNIX, Windows and Linux and a wide range of storage management software.
Qualstar currently offers tape libraries for LTO and AIT tape drive
technologies.
In July
2002, Qualstar purchased the assets of N2Power, Incorporated, a supplier of
ultra small high efficiency open frame switching power supplies. Power supplies
are sold with the N2Power brand name as well as under a private label brand name
to original equipment manufacturers.
Accounting
Principles
The
financial statements and accompanying notes are prepared in accordance with
generally accepted accounting principles (“GAAP”) in the United States of
America.
Principles
of Consolidation
The
consolidated financial statements include the accounts and operations of
Qualstar and its wholly owned subsidiary. All significant intercompany accounts
have been eliminated.
The
Company’s wholly owned subsidiary, Qualstar Sales and Service Corporation, was
liquidated and dissolved pursuant to a plan of dissolution which was adopted by
the Company on June 30, 2009. Pursuant to the plan of dissolution,
all assets of Qualstar Sales and Service Corporation were distributed to the
Company, and all liabilities of Qualstar Sales and Service Corporation were
assumed by the Company, effective June 30, 2009.
Estimates
and Assumptions
Preparing
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue, and expenses.
Examples include estimates of loss contingencies, product life cycles and
inventory obsolescence, bad debts, sales returns, stock-based compensation
forfeiture rates; the potential outcome of future tax consequences of events
that have been recognized in our financial statements or tax returns; and
determining when investment impairments are other-than-temporary. Actual results
and outcomes may differ from management’s estimates and
assumptions.
Revenue
Recognition
Revenue
is recognized when persuasive evidence of an arrangement exists, delivery has
occurred, the fee is fixed or determinable, and collectability is reasonably
assured (less estimated returns, for which provisions are made at the time of
sale) in accordance with Staff Accounting Bulletin (“SAB”) 104, Revenue Recognition. The
provision for estimated returns is made based on known claims and estimates of
additional returns based on historical data. Revenues from technical support
services and other services are recognized at the time the services are
performed. Revenues from service contracts entered into with third party service
providers are recognized at the time of sale, net of costs.
Cash
and Cash Equivalents
Qualstar
classifies as cash equivalents only cash and those investments that are highly
liquid, interest earning investments with maturity of three months or less from
the date of purchase.
Marketable
Securities
Marketable
securities consist primarily of high-quality U.S. corporate securities and U.S.
federal government debt securities. Our marketable securities portfolio consists
of short-term securities with original maturities of greater than three months
from the date of purchase and remaining maturities of less than one year and
longer term securities with original maturities of greater than one year and
less than five years. Marketable securities are classified as available for sale
and are recorded at fair value using the specific identification method;
unrealized gains and losses are reflected in other comprehensive income until
realized; realized gains and losses are included in earnings when the underlying
securities are sold and are derived using the specific identification method for
determining the cost of securities sold. A $98,000 gain from the sale of
marketable securities was recorded in fiscal 2009. A $6,000 gain from the sale
of marketable securities was recorded in fiscal year 2008 and a $50,000 loss
from the sale of marketable securities was recorded in fiscal year 2007. All of
Qualstar’s marketable securities were classified as available-for-sale at June
30, 2009 and 2008.
The
Company reviews its marketable securities for any potential investment
impairments in accordance with SFAS No. 115, “Accounting for Certain Investments
in Debt and Equity Securities,” and the related guidance issued by the FASB and
SEC in order to determine if an impairment exists and if so, the classification
of the impairment as “temporary” or “other-than-temporary.” A
temporary impairment charge results in an unrealized loss being recorded in the
other comprehensive income (loss) component of shareholders’
equity. An other-than-temporary impairment charge is recorded as a
realized loss in the Statement of Operations and reduces net income (loss) for
the applicable accounting period. The differentiating factors between
temporary and other-than-temporary impairment are primarily the length of time
and the extent to which the market value has been less than cost, the financial
condition and near-term prospects of the issuer and the intent and ability of
the Company to retain its investment in the issuer for a period of time
sufficient to allow for any anticipated recovery in market value.
The
Company does not believe any unrealized losses represent an other-than-temporary
impairment based on our evaluation of available evidence as of June 30,
2009. We believe that our existing cash and short-term investments,
and our expected operating cash flows will be sufficient to fund our working
capital requirements, capital expenditures and other obligations for the
foreseeable future and will not affect our ability to execute our current
business plans. If the credit ratings of the security issuers
deteriorate or if normal market conditions do not return in the near future, we
may be required to reduce the value of our investments through an impairment
charge and reflect them as long-term investments.
Concentration
of Credit Risk, Other Concentration Risks and Significant Customers
Qualstar
sells its products primarily through a variety of market channels including
original equipment manufacturers (OEM) and value added resellers (VAR) located
worldwide. Ongoing credit evaluations of customers’ financial condition are
performed by Qualstar, and generally, collateral is not required. Potential
uncollectible accounts have been provided for in the financial
statements.
We are
exposed to foreign currency and interest rate risks. Our interest
income is sensitive to changes in the general level of U.S. interest rates,
particularly since the majority of our investments are in shorter duration fixed
income securities. We have no outstanding debt nor do we utilize auction rate
securities or derivative financial instruments in our investment
portfolio.
Our
financial results could be affected by changes in foreign currency exchange
rates or weak economic conditions in foreign markets. As all sales are currently
made in U.S. dollars, a strengthening of the dollar could make our products less
competitive in foreign markets. Sales outside of North America represented
approximately 26.4% of net revenues in fiscal 2009, 27.2% of net revenues in
fiscal 2008, and 24.4% of net revenues in fiscal 2007.
Revenues
from Qualstar’s largest customer totaled 12.5% of revenues for the year ended
June 30, 2009. Revenues from Qualstar’s two largest customers combined totaled
approximately 12.9% and 11.9% of revenues for the years ended June 30, 2008 and
2007, respectively. At June 30, 2009, the largest customer’s accounts
receivable, net of specific allowance, totaled approximately 19.0% of net
accounts receivable. At June 30, 2008, the two largest customer’s accounts
receivable, net of specific allowances, totaled approximately 14.9% of net
accounts receivable.
Suppliers
Sales and
costs of goods sold related to tape library products purchased from one supplier
totaled approximately 13.8% and 17.1% in fiscal 2009, 25.1% and 27.6% in fiscal
2008 and 32.2% and 30.6% in fiscal 2007, respectively, of total sales and cost
of goods sold.
The
primary suppliers of our power supplies segment, N2Power, are located in China.
If a manufacturer should be unable to deliver products to us in a timely basis
or at all, our power supply business could be adversely affected. Though we have
many years of favorable experience with these suppliers, there can be no
assurance that circumstances might not change and compel a supplier to curtail
or terminate deliveries to us.
Allowance
for Doubtful Accounts
The
allowance for doubtful accounts reflects our best estimate of probable losses
inherent in the accounts receivable balance. We determine the allowance based on
known troubled accounts, historical experience, and other currently available
evidence. Activity in the allowance for doubtful accounts was as follows (in
thousands):
|
Description
|
Balance at Beginning of
Period
|
Charged to Costs and
Expenses
|
Charged to Other Accounts
|
Deductions(1)
|
Balance at End of Period
|
|||||||||||||||
|
Year
Ended June 30, 2009
|
$ | 82 | $ | 38 | $ | — | $ | (35 | ) | $ | 85 | |||||||||
|
Year
Ended June 30, 2008
|
$ | 121 | $ | 15 | $ | — | $ | (54 | ) | $ | 82 | |||||||||
|
Year
Ended June 30, 2007
|
$ | 50 | $ | 88 | $ | — | $ | (17 | ) | $ | 121 | |||||||||
|
(1)
|
Uncollectible
accounts written off, net of
recoveries.
|
Inventories
Inventories
are stated at the lower of cost (first-in, first-out basis) or market. Cost
includes materials, labor, and manufacturing overhead related to the purchase
and production of inventories. We regularly review inventory quantities on hand,
future purchase commitments with our suppliers, and the estimated utility of our
inventory. If our review indicates a reduction in utility below carrying value,
we reduce our inventory to a new cost basis.
Property
and Equipment
Property
and equipment are recorded at cost. Depreciation expense is computed using the
straight-line method. Leasehold improvements are amortized over the shorter of
the estimated useful life of the asset or the term of the lease. Estimated
useful lives are as follows:
|
Machinery
and equipment
|
5-7
years
|
|
Furniture
and fixtures
|
5-7
years
|
|
Computer
equipment
|
3-5
years
|
Expenditures
for normal maintenance and repair are charged to expense as incurred, and
improvements are capitalized. Upon the sale or retirement of property or
equipment, the asset cost and related accumulated depreciation are removed from
the respective accounts and any gain or loss is included in the results of
operations.
Long-Lived
Assets
Qualstar
reviews the impairment of long-lived assets whenever events or changes in
circumstances indicate the carrying amount of any asset may not be recoverable,
in accordance with The Statement of Financial Accounting Standards (SFAS) No.
144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” An
impairment loss would be recognized when the estimated undiscounted future cash
flows expected to result from the use of the asset and its eventual disposition
is less than the carrying amount. If impairment is indicated, the amount of the
loss to be recorded is based upon an estimate of the difference between the
carrying amount and the fair value of the asset. Fair value is based upon
discounted cash flows expected to result from the use of the asset and its
eventual disposition and other valuation methods. There were no impairment
losses of long-lived assets recognized during the periods
presented.
Shipping
and Handling Costs
Qualstar
records all charges for outbound shipping and handling as revenue. All inbound
shipping and fulfillment costs are classified as costs of goods
sold.
Warranty
Obligations
Qualstar
provides a three year warranty on its XLS, TLS and RLS tape libraries. Some TLS
and all RLS models have three year advance replacement warranty coverage that
provides for replacement of components, or if necessary, complete libraries. All
other TLS models have a one-year advance replacement warranty with the second
and third year being return-to-factory for service at no charge. XLS libraries
sold in North America have a one year onsite service warranty and XLS libraries
sold outside of North America have one year advance replacement warranty
coverage that provides for replacement of components, or if necessary, complete
libraries. A provision for costs related to warranty expense is recorded when
revenue is recognized, which is estimated based on historical warranty costs
incurred. Customers may purchase extended advance replacement service coverage
and on-site service if they are located in the United States, Canada and most
countries within Europe.
The
Company follows the provisions of the Financial Accounting Standards Board
(FASB) Interpretation No. 45 (FIN 45), “Guarantor’s Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of the Indebtedness
of Others,” which clarifies the requirements of Statement of Financial
Accounting Standards (SFAS) No. 5, “Accounting for Contingencies,” relating to a
guarantor’s accounting for and disclosures for certain guarantees. FIN 45
requires enhanced disclosures, among other things, for certain guarantees,
including warranty accruals. Qualstar does not issue third party guarantees, as
defined, and therefore only the disclosure provisions of FIN 45
apply.
Activity
in the liability for product warranty (included in other accrued liabilities)
for the periods presented are as follows (in thousands):
|
June 30,
|
||||||||
|
2009
|
2008
|
|||||||
|
Beginning
balance
|
$ | 181 | $ | 174 | ||||
|
Cost
of warranty claims
|
(65 | ) | (66 | ) | ||||
|
Accruals
for product warranties
|
51 | 72 | ||||||
|
Ending
balance
|
$ | 167 | $ | 181 | ||||
Research
and Development
All
research and development costs are charged to expense as incurred. These costs
consist primarily of engineering salaries, benefits, outside consultant fees,
purchased parts and supplies directly involved in the design and development of
new products, and facilities and other internal costs.
Advertising
Advertising
and promotion expenses include costs associated with direct and indirect
marketing, trade shows and public relations. Qualstar expenses all costs of
advertising and promotion as incurred. Advertising and promotion expenses for
the years ended June 30, 2009, 2008 and 2007 were approximately $501,000,
$576,000 and $604,000, respectively.
Fair
Value of Financial Instruments
We
adopted SFAS No. 157 on July 1, 2008 for all financial assets and liabilities
and nonfinancial assets and liabilities that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least annually). SFAS
No. 157 defines fair value, establishes a framework for measuring fair value,
and expands disclosures about fair value measurements.
SFAS No.
157 defines fair value as the price that would be received upon sale of an asset
or paid upon transfer of a liability in an orderly transaction between market
participants at the measurement date and in the principal or most advantageous
market for that asset or liability. The fair value should be calculated based on
assumptions that market participants would use in pricing the asset or
liability, not on assumptions specific to the entity. In addition, the fair
value of liabilities should include consideration of non-performance risk
including our own credit risk.
In
addition to defining fair value, SFAS No. 157 expands the disclosure
requirements around fair value and establishes a fair value hierarchy for
valuation inputs. The hierarchy prioritizes the inputs into three levels based
on the extent to which inputs used in measuring fair value is observable in
the market. Each fair value measurement is reported in one of the three levels
that are determined by the lowest level input that is significant to the fair
value measurement in its entirety. These levels are:
|
|
•
|
Level
1 – inputs are based upon unadjusted quoted prices for identical
instruments traded in active
markets.
|
|
|
•
|
Level
2 – inputs are based upon quoted prices for similar instruments in active
markets, quoted prices for identical or similar instruments in markets
that are not active, and model-based valuation techniques for which all
significant assumptions are observable in the market or can be
corroborated by observable market data for substantially the full term of
the assets or liabilities.
|
|
|
•
|
Level
3 – inputs are generally unobservable and typically reflect management’s
estimates of assumptions that market participants would use in pricing the
asset or liability. The fair values are therefore determined using
model-based techniques that include option pricing models, discounted cash
flow models, and similar
techniques.
|
In
general, and where applicable, we use quoted prices in active markets for
identical assets to determine fair value. This pricing methodology applies to
our Level 1 investments such as U.S. treasuries and agency securities and
exchange-traded mutual funds. If quoted prices in active markets for identical
assets are not available to determine fair value, then we use quoted prices for
similar assets or inputs other than the quoted prices that are observable either
directly or indirectly. These investments are included in Level 2 and consist
primarily of corporate bonds, mortgage-backed securities, and certain agency
securities. While we own certain mortgage-backed fixed income
securities, our portfolio as of June 30, 2009 does not contain direct exposure
to subprime mortgages or structured vehicles that derive their value from
subprime collateral. Our mortgage-backed securities are
collateralized by prime residential mortgages and carry a 100% principal and
interest guarantee, primarily from Federal National Mortgage Association and
Federal Home Loan Mortgage Corporation.
Assets
and Liabilities Measured at Fair Value on a Recurring Basis
The
following table presents our assets and liabilities measured at fair value on a
recurring basis at June 30, 2009 (in thousands):
|
Level 1
|
Level 2
|
Net balance
|
||||||||||
|
Assets
|
||||||||||||
|
Cash
|
$ | 898 | $ | – | $ | 898 | ||||||
|
Money
Market Mutual fund
|
2,851 | – | 2,851 | |||||||||
|
U.S.
government and agency securities
|
13,092 | 7,643 | 20,735 | |||||||||
|
Mortgage-backed
securities
|
– | 2,423 | 2,423 | |||||||||
|
Corporate
bonds
|
– | 754 | 754 | |||||||||
|
Total
|
$ | 16,840 | $ | 10,821 | $ | 27,661 | ||||||
The
carrying amounts reported in the balance sheets for cash and cash equivalents,
short-term marketable securities, accounts receivable and accounts payable
approximate their fair values due to the short term nature of these financial
instruments.
Share-Based
Compensation
We
account for share-based compensation in accordance with SFAS No, 123(R),
“Share-Based Payment.” Under the fair value recognition provisions of this
statement, share-based compensation cost is measured at the grant date based on
fair value of the award and is recognized as expense over the applicable vesting
period of the stock award (generally four years) using the straight-line
method.
Income
Taxes
Income
taxes are accounted for using the liability method in accordance with SFAS 109,
“Accounting for Income Taxes.” Under this method, deferred tax liabilities and
assets are recognized for the expected future tax consequences of temporary
differences between the financial statement and tax bases of assets and
liabilities, and for the expected future tax benefit to be derived from tax
credits and loss carryforwards. Current income tax expense or benefit represents
the amount of income taxes expected to be payable or refundable for the current
year. A valuation allowance is established when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized.
Comprehensive
Income (Loss)
Comprehensive
income (loss) is accounted for according to SFAS No. 130, “Reporting
Comprehensive Income” (SFAS 130). Comprehensive income (loss) includes
unrealized gains and losses on debt and equity securities classified as
available-for-sale and included as a component of shareholders’
equity.
Loss
per Share
Qualstar
calculates earnings (loss) per share in accordance with SFAS No. 128, “Earnings
per Share.” Basic earnings (loss) per share have been computed by dividing net
loss by the weighted average number of common shares outstanding. Diluted
earnings (loss) per share has been computed by dividing net loss by the weighted
average common shares outstanding plus dilutive securities or other contracts to
issue common stock as if these securities were exercised or converted to common
stock.
The
following table sets forth the calculation for basic and diluted loss per share
for the periods indicated:
|
Year Ended June 30,
|
||||||||||||
|
2009
|
2008
|
2007
|
||||||||||
|
(In
thousands)
|
||||||||||||
|
Loss:
|
||||||||||||
|
Net
loss
|
$ | (2,559 | ) | $ | (753 | ) | $ | (1,447 | ) | |||
|
Shares:
|
||||||||||||
|
Weighted
average shares for basic and diluted loss per share
|
12,253 | 12,253 | 12,253 | |||||||||
|
Loss
per share
|
(0.21 | ) | (0.06 | ) | (0.12 | ) | ||||||
Shares
issuable under stock options of 573,000, 623,000 and 585,000 for the years ended
June 30, 2009, 2008 and 2007, respectively, have been excluded from the
computation of diluted loss per share as the effect would be
antidilutive.
Reclassifications
Certain
prior year amounts have been reclassified to conform to the current year
presentation. In the fiscal year ended June 30, 2008, the reclassification
related to declared but unpaid dividends on the Statement of Cash
Flows.
Note
2 – Marketable Securities
The
following table summarizes marketable securities by security type at June 30,
2009, and June 30, 2008, respectively (in thousands):
|
June 30, 2009
|
Amortized Cost
|
Unrealized Gain
|
Unrealized Loss
|
Fair Value
|
||||||||||||
|
US
Treasury obligations and direct obligations of U.S. Government
agencies
|
$ | 20,616 | $ | 119 | $ | — | $ | 20,735 | ||||||||
|
Government
Sponsored Enterprise collateralized mortgage obligations
|
2,376 | 47 | — | 2,423 | ||||||||||||
|
Corporate
bonds
|
752 | 2 | — | 754 | ||||||||||||
|
Total
|
$ | 23,744 | $ | 168 | $ | — | $ | 23,912 | ||||||||
|
June 30, 2008
|
Amortized Cost
|
Unrealized Gain
|
Unrealized Loss
|
Fair Value
|
||||||||||||
|
US
Treasury obligations and direct obligations of U.S. Government
agencies
|
$ | 15,483 | $ | 74 | $ | (27 | ) | $ | 15,530 | |||||||
|
Government
Sponsored Enterprise collateralized mortgage obligations
|
4,548 | 52 | — | 4,600 | ||||||||||||
|
Commercial
Paper
|
798 | — | — | 798 | ||||||||||||
|
Corporate
bonds
|
4,355 | 18 | (17 | ) | 4,356 | |||||||||||
|
Municipal
bonds
|
502 | 8 | — | 510 | ||||||||||||
|
Total
|
$ | 25,686 | $ | 152 | $ | (44 | ) | $ | 25,794 | |||||||
There
were no unrealized loss positions as of June 30, 2009. The following tables show
the gross unrealized losses and fair value of the Company’s investments with
unrealized losses that are not deemed to be other-than-temporarily impaired,
aggregated by investment category and length of time that individual securities
have been in a continuous unrealized loss position, at June 30,
2008.
|
|
Less Than 12 Months
|
12 Months or Greater
|
Total
|
|||||||||||||||||||||
|
June 30, 2008
|
Fair Value
|
Unrealized Loss
|
Fair Value
|
Unrealized Loss
|
Fair Value
|
Unrealized Loss
|
||||||||||||||||||
|
(In
thousands)
|
||||||||||||||||||||||||
|
US
Treasury obligations and direct obligations of U.S. Government
agencies
|
$ | — | $ | — | $ | 6,334 | $ | (26 | ) | $ | 6,334 | $ | (26 | ) | ||||||||||
|
Government
Sponsored Enterprise collateralized mortgage obligations
|
— | — | — | — | — | — | ||||||||||||||||||
|
Corporate
bonds
|
599 | (1 | ) | 639 | (17 | ) | 1,238 | (18 | ) | |||||||||||||||
|
Total
|
$ | 599 | $ | (1 | ) | $ | 6,973 | $ | (43 | ) | $ | 7,572 | $ | (44 | ) | |||||||||
The
following tables summarize the contractual maturities of the Company’s fixed
maturity securities and GSE collateralized mortgage obligations based on cash
flows (in thousands):
|
June 30,
|
||||||||
|
2009
|
2008
|
|||||||
|
Less
than 90 days
|
$ | — | $ | — | ||||
|
Less
than one year
|
16,856 | 11,091 | ||||||
|
Due
in one to five years
|
7,056 | 14,703 | ||||||
| $ | 23,912 | $ | 25,794 | |||||
Note
3 – Inventories
Inventories
consist of the following:
|
June 30,
|
||||||||
|
2009
|
2008
|
|||||||
|
(In
thousands)
|
||||||||
|
Raw
materials
|
$ | 5,389 | $ | 6,053 | ||||
|
Finished
goods
|
1,248 | 785 | ||||||
|
Subtotal
|
6,637 | 6,838 | ||||||
|
Less:
Inventory reserve
|
(815 | ) | (729 | ) | ||||
| $ | 5,822 | $ | 6,109 | |||||
Note
4 – Property and Equipment
The
components of property and equipment are as follows:
|
June 30,
|
||||||||
|
2009
|
2008
|
|||||||
|
(In
thousands)
|
||||||||
|
Leasehold
improvements
|
$ | 566 | $ | 566 | ||||
|
Furniture
and fixtures
|
974 | 1,002 | ||||||
|
Machinery
and equipment
|
2,678 | 2,610 | ||||||
| 4,218 | 4,178 | |||||||
|
Less
accumulated depreciation and amortization
|
(3,857 | ) | (3,652 | ) | ||||
| $ | 361 | $ | 526 | |||||
Note
5 – Accrued Payroll and Related Liabilties
The
components of accrued payroll and related liabilities are as
follows:
|
June 30,
|
||||||||
|
2009
|
2008
|
|||||||
|
(In
thousands)
|
||||||||
|
Accrued
salaries and payroll taxes
|
$ | 255 | $ | 258 | ||||
|
Accrued
vacation
|
229 | 244 | ||||||
|
Accrued
other
|
21 | 17 | ||||||
| $ | 505 | $ | 519 | |||||
Note
6 – Other Accrued Liabilities
The
components of other liabilities are as follows:
|
June 30,
|
||||||||
|
2009
|
2008
|
|||||||
|
(In
thousands)
|
||||||||
|
Accrued
audit
|
$ | 152 | $ | 184 | ||||
|
Accrued
service contracts
|
327 | 352 | ||||||
|
Accrued
step rent
|
104 | 149 | ||||||
|
Accrued
warranty
|
167 | 180 | ||||||
|
Other
accrued liabilities
|
144 | 909 | ||||||
| $ | 894 | $ | 1,774 | |||||
Note
7 – Income Taxes
The
provision for income taxes is comprised of the following:
|
Year Ended June 30,
|
||||||||||||
|
2009
|
2008
|
2007
|
||||||||||
|
(In
thousands)
|
||||||||||||
|
Current:
|
||||||||||||
|
Federal
|
$ | — | $ | — | $ | — | ||||||
|
State
|
3 | 17 | 30 | |||||||||
| 3 | 17 | 30 | ||||||||||
|
Deferred:
|
||||||||||||
|
Federal
|
— | — | — | |||||||||
|
State
|
— | — | — | |||||||||
| — | — | — | ||||||||||
| $ | 3 | $ | 17 | $ | 30 | |||||||
The
following is a reconciliation of the statutory federal income tax rate to
Qualstar’s effective income tax rate:
|
Year Ended June 30,
|
||||||||||||
|
2009
|
2008
|
2007
|
||||||||||
|
Statutory
federal income tax benefit
|
(34.0 | )% | (34.0 | )% | (34.0 | )% | ||||||
|
State
income taxes, net of federal income tax benefit
|
(3.8 | ) | (4.7 | ) | (4.0 | ) | ||||||
|
Research
and development credits
|
(5.4 | ) | 5.2 | (14.0 | ) | |||||||
|
Valuation
allowance
|
49.5 | 38.4 | 53.8 | |||||||||
|
Other
|
(6.2 | ) | (2.5 | ) | 0.3 | |||||||
| 0.1 | % | 2.4 | % | 2.1 | % | |||||||
The tax
effect of temporary differences resulted in deferred income tax assets
(liabilities) as follows:
|
June 30,
|
||||||||||||
|
2009
|
2008
|
2007
|
||||||||||
|
(In
thousands)
|
||||||||||||
|
Deferred
tax assets:
|
||||||||||||
|
Net
operating loss carryforwards
|
$ | 2,587 | $ | 1,681 | $ | 1,358 | ||||||
|
Capital
loss and other credit carryforwards
|
465 | 467 | 445 | |||||||||
|
Research
and development credit carryforwards
|
900 | 597 | 635 | |||||||||
|
Allowance
for bad debts and returns
|
38 | 44 | 65 | |||||||||
|
Inventory
reserves
|
317 | 289 | 320 | |||||||||
|
Capitalized
inventory costs
|
29 | 31 | 34 | |||||||||
|
Marketable
securities
|
(65 | ) | (41 | ) | 21 | |||||||
|
Other
accruals
|
530 | 511 | 502 | |||||||||
|
Total
gross deferred tax assets
|
4,801 | 3,579 | 3,380 | |||||||||
|
Less
valuation allowance on deferred tax assets
|
(4,735 | ) | (3,494 | ) | (3,273 | ) | ||||||
|
Net
deferred tax assets
|
66 | 85 | 107 | |||||||||
|
Deferred
tax liabilities:
|
||||||||||||
|
Depreciation
and other
|
(66 | ) | (85 | ) | (107 | ) | ||||||
|
Total
deferred tax liabilities
|
(66 | ) | (85 | ) | (107 | ) | ||||||
|
Net
deferred taxes
|
$ | — | $ | — | $ | — | ||||||
The
Company placed a valuation allowance on net deferred tax assets during the
fiscal years ended June 30, 2009, 2008 and 2007 based on the Company’s
assessment regarding the realizability of such assets in future years. The
Company has net operating loss carryforwards for federal income tax purposes of
approximately $6.7 million as of June 30, 2009, $4.3 million as of June 30, 2008
and $3.5 million as of June 30, 2007. The Company has net operating
loss carryforwards for state income tax purposes of approximately $5.8 million
as of June 30, 2009, $3.8 million as of June 30, 2008 and $3.2 million as of
June 30, 2007. The Company had research and development credit and other credits
for tax purposes of $1.3 million as of June 30, 2009, $0.9 million at
June 30, 2008 and $0.8 million at June 30, 2007. If not utilized, the federal
net operating loss and tax credit carryforwards will expire beginning in 2025.
If not utilized, the state net operating loss carryforward will expire beginning
in 2010. The state research and development credit has no limit on
the carryforward period.
FIN
48
On July
1, 2007, the Company adopted the provisions of FIN 48, Accounting for Uncertainty in Income
Taxes – an interpretation of FASB Statement No. 109, which provides a
financial statement recognition threshold and measurement attribute for a tax
position taken or expected to be taken in a tax return. Under FIN 48, the
Company may recognize the tax benefit from an uncertain tax position only if it
is more likely than not that the tax position will be sustained on examination
by the taxing authorities, based on the technical merits of the position. The
tax benefits recognized in the financial statements from such a position should
be measured based on the largest benefit that has a greater than 50% likelihood
of being realized upon ultimate settlement. FIN 48 also provides guidance on
derecognition of income tax assets and liabilities, classification of current
and deferred income tax assets and liabilities, accounting for interest and
penalties associated with tax positions, and income tax
disclosures.
The
following table summarizes the fiscal year 2009 activity related to the
Company’s unrecognized tax benefits (in thousands):
|
Total
|
||||
|
Balance
at July 1, 2008
|
$ | 46 | ||
|
Increases
related to tax positions taken in prior year
|
3 | |||
|
Decreases
due to lapse of statute of limitations
|
(13 | ) | ||
|
Related
interest and penalties, net of federal tax benefit
|
(2 | ) | ||
|
Balance
at June 30, 2009
|
$ | 34 | ||
While the
Company expects that the amount of its unrecognized tax benefits will change in
the next twelve months, the Company does not expect this change to have a
significant impact on its results of operations or financial
position. In addition, future changes in the unrecognized tax benefit
will have no impact on the Company’s effective tax rate due to the existence of
the valuation allowance.
The
Company’s policy is to include interest and penalties on unrecognized tax
benefits in income tax expense, but is not significant at June 30,
2009. The Company files its tax returns by the laws of the
jurisdictions in which it operates. The Company’s federal tax returns
after 2003 and California tax returns after 2003 are still subject to
examination. Various state jurisdictions tax years remain open to
examination as well, though the Company believes any additional assessment will
be immaterial to its consolidated financial statements.
Note
8 – Preferred Stock
Qualstar’s
capital structure allows for the Board of Directors to authorize 5,000,000
shares of preferred stock. The Board of Directors has authority to fix the
rights, preferences, privileges and restrictions, including voting rights, of
these shares of preferred stock without any future vote or action by the
shareholders. At June 30, 2009 and 2008, there were no outstanding shares of
preferred stock.
Note
9 – Shared Based Stock Option Plans
The
Company has two share-based compensation plans as described below. During fiscal
2009, 2008 and 2007, the Company recorded share-based compensation associated
with outstanding stock option grants of approximately $93,000, $112,000 and
$90,000, respectively. No income tax benefit was recognized in the income
statement for share-based arrangements in any period presented.
Qualstar
adopted the1998 Stock Incentive Plan, (the “1998 Plan”) under which incentive
and nonqualified stock options could be granted for an aggregate of no more than
1,215,000 shares of common stock. Under the terms of the plan, options could be
issued at an exercise price of not less than 100% of the fair market value of
common stock on the date of grant. These option awards typically vest based on 4
years of continuous service at a rate of 25% per year and terminate as specified
in each option agreement, but terminate no later than ten years after the date
of grant. The 1998 Plan expired in 2008 and no additional options may be granted
under that plan. However, options previously granted under the 1998 Plan will
continue under their terms.
Qualstar
adopted the 2008 Stock Incentive Plan (the “2008 Plan”) under which incentive
and nonqualified stock options may be granted for an aggregate of no more than
500,000 shares of common stock. Under the terms of the 2008 Plan, options may be
issued at an exercise price of not less than 100% of the fair market value of
common stock on the date of grant. These option awards typically vest based on 4
years of continuous service at a rate of 25% per year and terminate as specified
in each option agreement, but terminate no later than ten years after the date
of grant. No options have been granted under the 2008 Plan as of June 30,
2009.
The fair
value of each option award is estimated on the date of grant using the
Black-Scholes option valuation model that uses the assumptions noted in the
following table. Expected volatilities are based on the historical volatility of
the Company’s stock. The Company uses historical data to estimate option
exercise and employee termination in determining forfeiture rates and evaluates
separate groups of employees by functional area that have similar historical
exercise behavior. The expected term of options granted is estimated based on
the vesting term of the award, historical employee exercise behavior, expected
volatility of the Company’s stock and an employee’s average length of service.
The risk-free interest rate used in this model correlates to a U.S. constant
rate Treasury security with a contractual life that approximates the expected
term of the option award. Weighted-average numbers have been used below as
indicated. There were no option grants under either plan during fiscal year
2009, and the grants made during fiscal years 2008 and 2007 were under the 1998
Plan.
|
2008
|
2007
|
|||||||
|
Expected
dividend yield
|
7.77 | % | 0 | % | ||||
|
Risk-free
interest rate
|
3.5 | % | 4.5 | % | ||||
|
Expected
life of options
|
6
years
|
5
years
|
||||||
|
Annual
rate of quarterly dividend
|
7.8 | % | — | |||||
|
Volatility
|
34.6 | % | 35.4 | % | ||||
The
following table summarizes all stock option activity (in thousands, except per
share amounts):
|
Options
|
Shares
|
Weighted Average Exercise Price per
Share
|
Weighted Average Remaining Contractual
Term
|
Aggregate Intrinsic Value
|
||||||||||||
|
Outstanding
at June 30, 2008
|
623 | $ | 4.00 | 6.47 | $ | 3.00 | ||||||||||
|
Granted
|
— | — | ||||||||||||||
|
Exercised
|
— | — | ||||||||||||||
|
Forfeited
or expired
|
(50 | ) | $ | (2.88 | ) | |||||||||||
|
Outstanding
at June 30, 2009
|
573 | $ | 4.10 | 5.29 | $ | — | ||||||||||
|
Exercisable
at June 30, 2009
|
472 | $ | 4.34 | 3.78 | $ | — | ||||||||||
The
weighted-average grant date fair value per share of options granted during the
fiscal years 2008 and 2007 was $0.48 and $1.13, respectively. No options were
granted during fiscal year 2009.
At June
30, 2009, there was $78,000 of total unrecognized compensation cost related to
nonvested share-based compensation awards granted under the 1998
Plan. The cost is expected to be recognized over a weighted-average
period of 1.5 years. The total fair value of shares vested for fiscal
years 2009, 2008 and 2007 was $93,000, $112,000 and $78,000,
respectively.
Note
10 – Commitments
Qualstar’s
lease agreement for its facility located in Simi Valley, California, expires in
December 2015. Rent on this facility is $38,000 per month effective April 2009,
with a step-up of 3% annually beginning in April 2010. The Company provides for
rent expense on a straight-line basis over the lease term.
Qualstar’s
lease agreement for its facility located in Boulder, Colorado, expires in May of
2012. Rent on this facility is $4,281 per month, with a step-up of approximately
3% annually. The Company provides for rent expense on a straight-line basis over
the lease term.
Future
minimum lease payments under these leases are as follows:
|
Year Ending June 30,
|
Minimum Lease Payment
|
|||
|
(in
thousands)
|
||||
|
2010
|
$ | 512 | ||
|
2011
|
528 | |||
|
2012
|
539 | |||
|
2013
|
503 | |||
|
2014
|
518 | |||
|
2015
and thereafter
|
807 | |||
| $ | 3,407 | |||
Rent
expense (including equipment rental) for the years ended June 30, 2009, 2008,
and 2007, was $660,000, $725,000, and $665,000, respectively.
Note
11 – Segment Information
Based on
the provisions of SFAS No. 131, “Disclosures about Segments of an Enterprise and
Related Information,” and the manner in which the Chief Operating Decision Maker
analyzes the business, Qualstar has determined that it has two separate
operating segments.
Segment
revenue, loss before income taxes and total assets were as follows:
|
Year Ended June 30
|
||||||||||||
|
2009
|
2008
|
2007
|
||||||||||
|
Revenue
|
(in
thousands)
|
|||||||||||
|
Tape
Libraries:
|
||||||||||||
|
Product
|
$ | 9,613 | $ | 14,711 | $ | 14,676 | ||||||
|
Service
|
2,728 | 2,718 | 2,929 | |||||||||
|
Total
Tape Libraries
|
12,341 | 17,429 | 17,605 | |||||||||
|
Power
Supplies
|
5,551 | 4,035 | 3,007 | |||||||||
|
Consolidated
Revenue
|
$ | 17,892 | $ | 21,464 | $ | 20,612 | ||||||
|
Year Ended June 30
|
||||||||||||
|
2009
|
2008
|
2007
|
||||||||||
|
Loss before Taxes
|
(in
thousands)
|
|||||||||||
|
Tape
Libraries
|
$ | (2,636 | ) | $ | (938 | ) | $ | (1,310 | ) | |||
|
Power
Supplies
|
80 | 202 | (107 | ) | ||||||||
|
Consolidated
Loss before Income Taxes
|
$ | (2,556 | ) | $ | (736 | ) | $ | (1,417 | ) | |||
|
Year Ended June 30
|
||||||||||||
|
2009
|
2008
|
2007
|
||||||||||
|
Total Assets
|
(in
thousands)
|
|||||||||||
|
Tape
Libraries
|
$ | 37,172 | $ | 41,257 | $ | 43,228 | ||||||
|
Power
Supplies
|
(580 | ) | 1,400 | 835 | ||||||||
|
Consolidated
Assets
|
36,592 | $ | 42,657 | $ | 44,063 | |||||||
SFAS No.
131, establishes standards for reporting information about operating segments.
This standard requires segmentation based on our internal organization and
reporting of revenue and operating income based upon internal accounting
methods. Operating segments are defined as components of an enterprise about
which separate financial information is available that is evaluated regularly by
the chief operating decision maker in deciding how to allocate resources and in
assessing performance. Our chief operating decision maker is our Chief Executive
Officer. Our two segments are Tape Libraries and Power Supplies. The two
segments discussed in this analysis are presented the way we internally managed
and monitored performance in fiscal years 2009, 2008, and 2007. Our financial
reporting systems present various data for management to operate the business,
including internal profit and loss statements prepared on a basis consistent
with U.S. GAAP. For the years ended June 30, 2009, 2008 and 2007 amounts do not
reflect allocations for certain internal resources, pension expense, legal
expense, accounting fees, and other items. However, this represented the
measurement data used by the chief operating decision maker in evaluating
performance. The tape library business has dominated our operations, thus, our
operations and reporting have been set up to accommodate a single segment and
attribute all revenues and expenses to the tape library side, with the power
supply business being an ancillary part of overall operations. As the power
supply segment grew in fiscal 2006 to represent greater than 10% of combined
revenues, a framework for internal resource allocations for labor, including
direct, indirect and overhead was implemented in fiscal 2006.
The types
of products and services provided by each segment are summarized
below:
Tape Libraries — The Company
designs, develops, manufactures and sells automated magnetic tape libraries used
to store, retrieve and manage electronic data primarily in network computing
environments. Tape libraries consist of cartridge tape drives, tape cartridges
and robotics to move the cartridges from their storage locations to the tape
drives under software control. Our tape libraries provide data storage solutions
for organizations requiring backup, recovery and archival storage of critical
data.
Power Supplies — The Company
designs, develops, and sells ultra small, open frame, high efficiency switching
power supplies. These power supplies are used to convert AC line voltage to DC
and DC to DC for use in a wide variety of electronic equipment such as
telecommunications equipment, machine tools, routers, switches, wireless
systems, lighting and gaming devices.
Certain
assets are tracked separately by the power supplies segment, and all others are
recorded in the tape library segment for internal reporting presentations. Cash
was not segregated between the two segments, but retained by the library segment
for fiscal 2007, 2008 and through the third quarter of fiscal 2009. Cash was
segregated between the two segments commencing in the fourth quarter of fiscal
2009.
Geographic
Information
Information
regarding revenues attributable to the Qualstar’s primary geographic operating
regions is as follows:
|
Year Ended June 30,
|
||||||||||||
|
2009
|
2008
|
2007
|
||||||||||
|
(In
thousands)
|
||||||||||||
|
Revenues:
|
||||||||||||
|
North
America
|
$ | 13,166 | $ | 15,619 | $ | 15,582 | ||||||
|
Europe
|
2,718 | 3,779 | 3,196 | |||||||||
|
Asia
Pacific
|
1,527 | 1,433 | 1,330 | |||||||||
|
Other
|
481 | 633 | 504 | |||||||||
| $ | 17,892 | $ | 21,464 | $ | 20,612 | |||||||
The
geographic classification of revenues is based upon the location to which the
product is shipped. Qualstar does not have any significant long-lived assets
outside of the United States.
Note
12 – Legal Proceedings
The
Company is from time to time involved in various lawsuits and legal proceedings
that arise in the ordinary course of business. At this time, management is not
aware of any pending or threatened litigation against the Company that we expect
will have a material adverse effect on our business, financial condition,
liquidity or operating results. Legal claims are inherently uncertain, however.
There can be no assurance that the Company will not be adversely affected in the
future by legal proceedings.
Note
13 – Benefit Plans
Qualstar
has a voluntary deferred compensation plan (the Plan) qualifying for treatment
under Internal Revenue Code Section 401(k). All employees are eligible to
participate in the Plan following three months of service of employment and may
contribute up to 100% of their compensation on a pre-tax basis, not to exceed
the annual IRS maximum. Qualstar, at the discretion of management, may make
matching contributions in an amount equal to 25% of the first 6% of compensation
contributed by eligible participants. Qualstar’s contributions under the Plan
totaled $54,000, $46,000, and $43,000 for the years ended June 30, 2009, 2008,
and 2007, respectively.
Note
14 – Related Party Transactions
Qualstar’s
outside counsel is a member of its board of directors. During the years ended
June 30, 2009, 2008, and 2007 Qualstar paid $88,000, $83,000, and $69,000,
respectively to the law firm in which the director is a shareholder for general
business purposes.
Note
15 – Recent Accounting Pronouncements
Recently
Adopted Accounting Pronouncements
On June
15, 2009, we adopted the Financial Accounting Standards Board (“FASB”) Staff
Positions (“FSP”) FAS 157-4, FSP FAS 115-2 and FAS 124-2, and FSP FAS 107-1 and
APB 28-1. These FSP’s are intended to provide additional application guidance
and enhance disclosures about fair value measurements and impairments of
securities. FSP FAS 157-4 clarifies the objective and method of fair value
measurement even when there has been a significant decrease in market activity
for the asset being measured. FSP FAS 115-2 and FAS 124-2 establishes a new
model for measuring other-than-temporary impairments for debt securities,
including establishing criteria for when to recognize a write-down through
earnings versus other comprehensive income. FSP FAS 107-1 and APB 28-1 expands
the fair value disclosures required for all financial instruments within the
scope of Statement of Financial Accounting Standards (“SFAS”) SFAS No. 107,
Disclosures about Fair Value of Financial Instruments, to interim periods.
Adoption of these FSP’s did not have a significant impact on our accounting for
financial instruments but did expand our associated disclosures.
On June
15, 2009, the FASB issued and we adopted SFAS No. 165, Subsequent
Events. SFAS No. 165 establishes general standards of accounting for
and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. SFAS
No. 165 requires the disclosure of the date through which an entity has
evaluated subsequent events and the basis for that date, that is, whether the
date represents the date the financial statements were issued or were available
to be issued.
On
January 1, 2009, we adopted SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities - an amendment of FASB Statement No. 133,
which requires additional disclosures about the objectives of derivative
instruments and hedging activities, the method of accounting for such
instruments under SFAS No. 133 and its related interpretations, and a tabular
disclosure of the effects of such instruments and related hedged items on our
financial position, financial performance, and cash flows. The
adoption of SFAS No. 161 did not have a material impact on our financial
statements.
On July
1, 2008, we adopted SFAS No. 157, Fair Value Measurements for all financial
assets and liabilities and nonfinancial assets and liabilities that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). SFAS No. 157 defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles,
and expands disclosures about fair value measurements. This statement does not
require any new fair value measurements, but provides guidance on how to measure
fair value by providing a fair value hierarchy used to classify the source of
the information.
On July
1, 2008, we adopted SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities – Including an amendment of FASB Statement No. 115. SFAS
No. 159 gives us the irrevocable option to elect fair value for the initial and
subsequent measurement for certain financial assets and liabilities on a
contract-by-contract basis with the difference between the carrying value before
election of the fair value option and the fair value recorded upon election as
an adjustment to beginning retained earnings. We chose not to elect the fair
value option for all marketable securities outstanding as of June 30,
2009.
Recent
Accounting Pronouncements Not Yet Adopted
In June
2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R),
which is effective for us beginning July 1, 2010. This Statement amends
Financial Accounting Standards Board interpretation (“FIN”) No. 46(R),
Consolidation of Variable Interest Entities an interpretation of ARB No. 51, to
require revised evaluations of whether entities represent variable interest
entities, ongoing assessments of control over such entities, and additional
disclosures for variable interests. We believe the adoption of this
pronouncement will not have a material impact on out financial
statements.
In June
2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles, a replacement of
SFAS No. 162 (The Hierarchy of Generally Accepted Accounting
Principles). SFAS No. 168 establishes only two levels of U.S.
generally accepted accounting principles (“GAAP”): authoritative and
nonauthoritative. The FASB Accounting Standards Codification (the
“Codification”) will become the source of authoritative U.S. accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with GAAP, except for
rules and interpretive releases of the Securities and Exchange Commission
(“SEC”), which continue to be sources of authoritative GAAP for SEC registrants.
All nongrandfathered, non-SEC accounting literature not included in the
Codification will become nonauthoritative. Statement 168 is effective for
interim and annual reporting periods ending after September 15,
2009. We believe the adoption of this pronouncement will not have a
material impact on out financial statements.
In June
2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial
Assets. SFAS No. 166 removes the concept of a qualifying
special-purpose entity (QSPE) from SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities, and removes the
exception from applying FIN 46(R). This statement also clarifies the
requirements for isolation and limitations on portions of financial assets that
are eligible for sale accounting. This statement is effective for fiscal years
beginning after November 15, 2009. We believe the adoption of this pronouncement
will not have a material impact on out financial statements.
In
February 2008, the FASB issued FSP 157-2, Effective Date of FASB Statement No.
157, which delays the effective date of SFAS No. 157 to July 1, 2009 for us, for
all nonfinancial assets and nonfinancial liabilities, except for items that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). We believe the adoption of the delayed items of SFAS
No. 157 will not have a material impact on our financial
statements.
In
December 2007, the FASB issued SFAS No. 141R, Business Combinations, which
replaces SFAS No. 141. The statement retains the purchase method of accounting
for acquisitions, but requires a number of changes, including changes in the way
assets and liabilities are recognized in the purchase accounting. It also
changes the recognition of assets acquired and liabilities assumed arising from
contingencies, requires the capitalization of in-process research and
development at fair value, and requires the expensing of acquisition-related
costs as incurred. SFAS No. 141R is effective for us beginning July 1, 2009 and
will apply prospectively to business combinations completed on or after that
date.
In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51, which changes
the accounting and reporting for minority interests. Minority
interests will be recharacterized as noncontrolling interests and will be
reported as a component of equity separate from the parent’s equity, and
purchases or sales of equity interests that do not result in a change in control
will be accounted for as equity transactions. In addition, net income
attributable to the noncontrolling interest will be included in net income and,
upon a loss of control, the interest sold, as well as any interest retained,
will be recorded at fair value with any gain or loss recognized in net
income. SFAS No. 160 is effective for us beginning July 1, 2009 and
will apply prospectively, except for the presentation and disclosure
requirements, which will apply retrospectively. We believe the
adoption of SFAS No. 160 will not have a material impact on our financial
statements.
Note
16 – Quarterly Results of Operations (Unaudited)
|
Three Months Ended
|
||||||||||||||||
|
June 30,
|
March 31,
|
December 31,
|
September 30,
|
|||||||||||||
|
(In
thousands, except per share amounts)
|
||||||||||||||||
|
Fiscal 2009:
|
||||||||||||||||
|
Net
sales
|
$ | 3,769 | $ | 4,098 | $ | 4,623 | $ | 5,402 | ||||||||
|
Gross
profit
|
941 | 1,404 | 1,474 | 1883 | ||||||||||||
|
Net
loss
|
$ | (1,245 | ) | $ | (720 | ) | $ | (555 | ) | $ | (39 | ) | ||||
|
Net
loss per share:
|
||||||||||||||||
|
Basic
and diluted
|
$ | (0.10 | ) | $ | (0.06 | ) | $ | (0.05 | ) | $ | (0.00 | ) | ||||
|
Fiscal 2008:
|
||||||||||||||||
|
Net
sales
|
$ | 4,912 | $ | 5,171 | $ | 6,049 | $ | 5,332 | ||||||||
|
Gross
profit
|
1,966 | 1,786 | 2,045 | 1,624 | ||||||||||||
|
Net
Income (loss)
|
$ | (166 | ) | $ | (322 | ) | $ | (59 | ) | $ | (206 | ) | ||||
|
Net
loss per share:
|
||||||||||||||||
|
Basic
and diluted
|
$ | (0.01 | ) | $ | (0.03 | ) | $ | (0.00 | ) | $ | (0.02 | ) | ||||
Note
16 - Subsequent Event
The
Company has performed an evaluation of subsequent events through September 25,
2009, the date the Company issued these financial statements.
On August
28, 2009, the Company’s Board of Directors declared a cash dividend of $0.06 per
share of common stock. The cash dividend will be paid on September
28, 2009 to shareholders of record at the close of business on September 18,
2009. The dividend payment will be approximately
$735,000.
|
ITEM 9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL
DISCLOSURE
|
None.
ITEM
9A(T). CONTROLS AND PROCEDURES
Evaluation of Disclosure
Controls and Procedures
We
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of Qualstar’s
disclosure controls and procedures as of June 30, 2009, pursuant to Rule 13a-15
under the Securities Exchange Act of 1934. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Commission’s rules and forms, and to ensure that the information required
to be disclosed by us in reports that we file or submit under the Exchange Act
is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.
Changes in Internal Control
over financial reporting
We did
not make any changes in our internal control over financial reporting during the
fiscal fourth quarter ended June 30, 2009 that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
Management’s Report on
Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Because of
its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. Our management assessed the
effectiveness of our internal control over financial reporting as of June 30,
2009. In making this assessment, it used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control – Integrated Framework. Based on our assessment, we have concluded that,
as of June 30, 2009, our internal control over financial reporting was effective
based on those criteria.
This
annual report does not include an attestation report of the registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.
ITEM
9B. OTHER INFORMATION
None.
PART
III
The
information called for by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K
(except information as to Qualstar’s executive officers, which is included under
Part I, Item 1 of this Report) will be included in Qualstar’s Proxy Statement to
be filed with the Securities and Exchange Commission within 120 days after the
close of its fiscal year ended June 30, 2009, and is hereby incorporated by
reference to such Proxy Statement.
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
A list of
our executive officers and biographical information appears in Part I, Item 1 of
this report. Information about our Directors may be found under the caption
“Election of Directors” of our Proxy Statement (the “Proxy Statement”). That
information is incorporated herein by reference.
Additional
information in response to this item is incorporated herein by reference to our
proxy statement to be filed within 120 days after our fiscal year ended June 30,
2009.
ITEM
11. EXECUTIVE COMPENSATION
Information
in response to this item is incorporated by reference to our proxy statement to
be filed within 120 days of our fiscal year ended June 30, 2009.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information
in response to this item is incorporated by reference to our proxy statement to
be filed within 120 days of our fiscal year ended June 30, 2009.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Information
in response to this item is incorporated by reference to our proxy statement to
be filed within 120 days of our fiscal year ended June 30, 2009.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information
in response to this item is incorporated by reference to our proxy statement to
be filed within 120 days of our fiscal year ended June 30,
2009.
PART
IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The
financial statements are set forth under Item 8 of this Annual Report on Form
10-K.
All other
schedules have been omitted since the required information is not present in
amounts sufficient to require submission of the schedule, or because the
required information is included in the consolidated financial statements or
notes thereto.
(b) Exhibits:
|
Exhibit
No.
|
Description
|
||
|
3.1(1)
|
Restated
Articles of Incorporation.
|
||
|
3.2(4)
|
Bylaws,
as amended and restated January 14, 2000.
|
||
|
3.3(4)
|
Amendment
to Bylaws, adopted December 21, 2007.
|
||
|
10.1(1)*
|
1998
Stock Incentive Plan, as amended and restated.
|
||
|
10.2(1)
|
Form
of Indemnification Agreement.
|
||
|
10.3(2)
|
Lease
agreement between Strategic Performance Fund-II, Inc. and Qualstar
Corporation, dated September 20, 2000.
|
||
|
10.4
|
Amendment
to Lease agreement between Strategic Performance Fund-II, Inc. and
Qualstar Corporation, dated June 30, 2009.
|
||
|
10.45(5)*
|
2008
Stock Incentive Plan
|
||
|
14.1(3)
|
Code
of Business Conduct and Ethics
|
||
|
23.1
|
Consent
of Independent Registered Public Accounting Firm
(SingerLewak, LLP).
|
||
|
23.2
|
Consent
of Independent Registered public Accounting Firm (Ernst &
Young, LLP).
|
||
|
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
||
|
31.2
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
||
|
32.1
|
Certification
of Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
||
|
32.2
|
Certification
of Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
||
____________
|
(1)
|
Incorporated
by reference to the designated exhibits to Qualstar’s registration
statement on Form S-1 (Commission File No. 333-96009), declared effective
by the Commission on June 22, 2000.
|
|
(2)
|
Incorporated
by reference to the designated exhibit to Qualstar’s Report on Form 10-Q
for the fiscal quarter ended September 30,
2000.
|
|
(3)
|
Incorporated
by reference to the designated exhibit to Qualstar’s Report on Form 10-K
for the fiscal year ended June 30,
2004.
|
|
(4)
|
Incorporated
by reference to the designated exhibit to Qualstar’s Report on Form 10-Q
for the fiscal quarter ended December 31,
2007.
|
|
(5)
|
Incorporated
by reference to Exhibit 10.1 to Qualstar’s Report on Form 10-Q/A for the
fiscal quarter ended March 31,
2009.
|
|
*
|
Each
of these exhibits constitutes a management contract, compensatory plan or
arrangement required to be filed as an exhibit to this report pursuant to
Item 15(b) of this report.
|
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
|
QUALSTAR
CORPORATION
|
|||
|
Date:
September 25, 2009
|
By:
|
/s/ WILLIAM J.
GERVAIS
|
|
|
William
J. Gervais,
|
|||
|
Chief
Executive Officer and President
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, the following
persons on behalf of the registrant and in the capacities and on the dates
indicated have signed this report below.
|
Signature
|
Title
|
Date
|
|
/s/ WILLIAM J.
GERVAIS
|
Chief
Executive Officer,
|
September
25, 2009
|
|
William
J. Gervais
|
President
and Director
|
|
|
(Principal
executive officer)
|
||
|
/s/ NIDHI H.
ANDALON
|
CFO
|
September
25, 2009
|
|
Nidhi
H. Andalon
|
(Principal
financial officer)
|
|
|
/s/ RICHARD A.
NELSON
|
Vice
President, Engineering
|
September
25, 2009
|
|
Richard
A. Nelson
|
Secretary
and Director
|
|
|
/s/ CARL W.
GROMADA
|
Director
|
September
25, 2009
|
|
Carl
W. Gromada
|
||
|
/s/ STANLEY W.
CORKER
|
Director
|
September
25, 2009
|
|
Stanley
W. Corker
|
||
|
/s/ ROBERT E.
RICH
|
Director
|
September
25, 2009
|
|
Robert
E. Rich
|
||
|
/s/ ROBERT A.
MEYER
|
Director
|
September
25, 2009
|
|
Robert
A. Meyer
|
EXHIBIT INDEX
|
Exhibit
No.
|
Description
|
||
|
3.1(1)
|
Restated
Articles of Incorporation.
|
||
|
3.2(4)
|
Bylaws,
as amended and restated January 14, 2000.
|
||
|
3.3(4)
|
Amendment
to Bylaws, adopted December 21, 2007.
|
||
|
10.1(1)*
|
1998
Stock Incentive Plan, as amended and restated.
|
||
|
10.2(1)
|
Form
of Indemnification Agreement.
|
||
|
10.3(2)
|
Lease
agreement between Strategic Performance Fund-II, Inc. and Qualstar
Corporation, dated September 20, 2000.
|
||
|
Amendment
to Lease agreement between Strategic Performance Fund-II, Inc. and
Qualstar Corporation, dated June 30, 2009.
|
|||
|
10.45(5)*
|
2008
Stock Incentive Plan
|
||
|
14.1(3)
|
Code
of Business Conduct and Ethics
|
||
|
Consent
of Independent Registered Public Accounting Firm
(SingerLewak, LLP).
|
|||
|
Consent
of Independent Registered public Accounting Firm (Ernst &
Young, LLP).
|
|||
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|||
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|||
|
Certification
of Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|||
|
Certification
of Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|||
____________
|
(1)
|
Incorporated
by reference to the designated exhibits to Qualstar’s registration
statement on Form S-1 (Commission File No. 333-96009), declared effective
by the Commission on June 22, 2000.
|
|
(2)
|
Incorporated
by reference to the designated exhibit to Qualstar’s Report on Form 10-Q
for the fiscal quarter ended September 30,
2000.
|
|
(3)
|
Incorporated
by reference to the designated exhibit to Qualstar’s Report on Form 10-K
for the fiscal year ended June 30,
2004.
|
|
(4)
|
Incorporated
by reference to the designated exhibit to Qualstar’s Report on Form 10-Q
for the fiscal quarter ended December 31,
2007.
|
|
(5)
|
Incorporated
by reference to Exhibit 10.1 to Qualstar’s Report on Form 10-Q/A for the
fiscal quarter ended March 31,
2009.
|
|
*
|
Each
of these exhibits constitutes a management contract, compensatory plan or
arrangement required to be filed as an exhibit to this report pursuant to
Item 15(b) of this report.
|
56