10-K 1 qbak20130630_10k.htm FORM 10-K qbak20130630_10k.htm



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2013

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM          TO          

                                        

COMMISSION FILE NUMBER 000-30083

QUALSTAR CORPORATION

CALIFORNIA

95-3927330

(STATE OF INCORPORATION)

(I.R.S. ID NO.)

3990-B HERITAGE OAK COURT, SIMI VALLEY, CA 93063

(805) 583-7744

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:

Name of Each Exchange on Which Registered:

Common Stock

The NASDAQ Stock Market LLC

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 ☑

 

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 ☑

 

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 ☑     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.  ☐

 

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 ☑

 

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).  Yes ☐     No ☑

 

As of December 31, 2012 (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 $6,257,000 based on the closing sales price as reported on the NASDAQ Stock Market.  As of September 12, 2013, there were 12,253,117 shares of common stock without par value outstanding.

 



 
 

 

 

QUALSTAR CORPORATION

 

FORM 10-K

 

FOR THE FISCAL YEAR ENDED JUNE 30, 2013

 

INDEX

 

PART I

 

 

Item 1.

Business

4

 

Executive Officers of the Registrant

10

Item 1A.

Risk Factors

11

Item 1B.

Unresolved Staff Comments

16

Item 2.

Properties

16

Item 3.

Legal Proceedings

16

Item 4.

Mine Safety Disclosures

16

PART II

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

17

Item 6.

Selected Financial Data

19

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

19

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

26

Item 8.

Financial Statements and Supplementary Data

26

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

47

Item 9A .

Controls and Procedures

47

Item 9B.

Other Information

48

PART III

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

49

Item 11.

Executive Compensation

51

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

60

Item 13.

Certain Relationships and Related Transactions, and Director Independence

61

Item 14.

Principal Accountant Fees and Services

62

PART IV

 

 

Item 15.

Exhibits and Financial Statement Schedules

63

 

Signatures

64

 

Exhibit Index

65

 

 

 
2

 

 

 

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.

 

 

 
3

 

 

 

PART I

 

 

ITEM 1. BUSINESS

 

INTRODUCTION

 

Qualstar Corporation (“Qualstar”) is a leading provider of high efficiency and high density power supplies marketed under the N2Power brand, and of data storage systems marketed under the Qualstar brand. Qualstar is organized into two Strategic Business Units, Storage and Power Supplies. Power supply products include ultra-small high efficiency open frame switching power supplies and provide power solutions to original equipment manufacturers to incorporate into products for telecommunications and networking, industrial, gaming, test equipment and other applications. Storage products include highly scalable automated magnetic tape libraries used to store, retrieve and manage electronic data primarily in the network computing environment and provide solutions for organizations requiring backup, recovery and archival storage of critical electronic information.

 

The N2Power division provides both high efficiency and high density AC/DC and DC/DC power supplies for a variety of applications including data center technologies such as switches, routers, data storage, servers and networking communications equipment.  We also design and manufacture power solutions for the telecommunications industry employing both conventional AC/DC systems and DC/DC systems. With a wide variety of standard products and the ability to create custom and semi-custom products, we offer a very comprehensive product line to OEMs that require high-value, high-efficiency power supplies to meet individual needs. The N2 brand is one of the industry leaders in delivering high power density/high efficiency ratios.

 

The Storage division provides high quality and highly reliable data protection and archive storage systems which are used to record, retrieve and manage electronic data, primarily in networked computing environments.  Our storage products integrate with all major operating systems including Windows, Linux and UNIX, and are compatible with a wide range of storage management software solutions such as those offered by IBM, EMC, CommVault and Symantec.  We offer products spanning the storage needs of the small and medium-size business market to the enterprise market. In addition to storage products the Storage division offers comprehensive worldwide service and support programs that enable customers to keep our products running in environments where the ability to constantly access data is vital.

 

We design our products at our location in California, and we sell our products globally through authorized resellers and original equipment manufacturers (“OEMs”). Our N2Power division utilizes contract manufacturers in Asia to produce our power supply products, while our Storage division products are manufactured by a contract manufacturer in California. During fiscal year 2013 we outsourced the manufacturing of our storage products. Our research, development and engineering organization is located in Simi Valley, California. 

Qualstar was incorporated in California in 1984.

 

 

POWER SUPPLY INDUSTRY

 

Background

 

The power conversion markets are comprised of a few large suppliers and a number of smaller companies that focus on specialized products.  The power conversion market includes the Servers, Storage and Network (“SSN”), Industrial and Transportation (“IND”) and Network Power Systems (“NPS”) markets.

 

We believe the following key trends will continue to drive demand for power conversion products:

 

  

Increasing amounts of power required by the communications infrastructure industry.  The proliferation of data centers and their related infrastructures, the internet, wireless communications, broadband applications, server and storage farms and other new technologies, have increased exponentially the amount of information transmitted.  As a result, the push for higher bandwidth and more efficient and effective systems has been driving a faster replacement cycle for telecommunications equipment as well as strong infrastructure expansion.

 

 

 
4

 

 

 

  

Increasing demand for high conversion efficiencies, high power density and digital power management.  Efforts in the EU, the United States and Asia to reduce energy consumption are increasing the demand for high conversion efficiencies and digital power control.  In addition, groups such as the Climate Savers Computing Initiative, consisting of a consortium of companies including Google and Intel and other eco-conscious businesses and conservation organizations are promoting the development, deployment and adoption of smart technologies that can both improve the efficiency of a computer’s power utilization and reduce the energy consumed when the computer is in an inactive state.  Because a large portion of electrical energy waste occurs during the power conversion process, power supply companies have an opportunity to improve the conversion efficiency to reduce the operating costs for the end user.  Our AC/DC power supplies have led the markets we serve with conversion efficiency ratings up to 93%.  Our digital power control technologies allow us to achieve high levels of power conversion efficiency and control that are not possible with analog designs.  Higher conversion efficiencies help reduce overall power usage and therefore cut greenhouse gas emissions and total cost of infrastructure ownership.

 

Strategy

 

Our primary objective in our power supply business is to be a global leader in high-efficiency, high-density power conversion for the data center, communications equipment, and industrial and telecommunications network power markets.  To achieve this objective we plan to:

 

  

Continue to expand our sales channels and geographies.  We promote the N2Power brand on a global basis and are targeting larger OEMs, and distributers who have a presence in markets and geographies that we do not currently serve.

 

  

Continue to drive deeper penetration in our current OEM customers.  Our OEM customers are constantly changing their products and introducing new products.  We are driving to become the supplier of choice within our OEM customer base to leverage our existing relationships and drive volume growth within the same sales channel.

 

  

Continue to expand our footprint in the data center equipment and communications markets.  Our products are very well suited for the data center equipment, gaming, networking and communications systems markets.  We have secured several sizable OEM customers in these markets and are driving deeper penetration within our current customer base as well as adding new customers in these markets.

 

  

Expand our product line while continuing to drive for higher power levels and greater conversion efficiencies in a smaller footprint.  Minimizing volume requirements within our customers’ products is critical, and as a result there is a continuing need for smaller packaging while delivering additional power.  Our product roadmap addresses these needs and our objective is to lead the industry with the greatest efficiency in the smallest footprint with the highest power available.  In this way, we can deliver advantages to our OEM customers as they leverage our technology in their product designs.

 

  

Expand our product line through private label offerings.  We have identified a need for entry level storage libraries and will be partnering with another manufacturer to offer private label products in the sub-RLS category.  In this way, we can introduce customers to the quality and service offered by Qualstar so that when their storage needs increase, our mid to high end products become a logical choice for them.

 

  

Organize our technology resources for fast time to market on derivative products. Our customers continually request derivative configurations to our existing products.  In order to serve this market effectively, we are organizing our engineering resources for fast turnaround on these designs to shorten our OEM customers’ design cycle, leading to faster time to market. 

 

Our Power Supply Products

 

We design, develop, manufacture and market our power supply products, whose purpose is to convert, regulate, purify, manage or distribute electrical power for electronic equipment.  Our products generally convert AC current from the grid to DC current for use in computer based products, or modify the voltage being delivered (DC to DC).  We specifically target markets where high efficiency and power density are important to our customers.

 

We sell standard, modified-standard and custom designed products.  Standard products are sold unmodified to our customers.  Modified-standard products are based on lightly modified versions of standard products.   Custom products are designed specifically to the customer’s specification and are not generally sold to others. Custom products may require non-recurring engineering and tooling costs to bring the product to production.

 

 

 
5

 

 

 

Our products can be classified into the following principal groups:

 

  

AC/DC power supplies.  Our compact AC/DC power supplies convert AC input voltages ranging from 90VAC to 264VAC into precisely controlled DC output voltages, while achieving efficiencies of up to 93%. The power supplies utilize unique integrated circuits (ICs) to control the operation of the supply and provide operating protections, including over power protection (OPP), over current protection (OCP), over temperature protection (OTP), and over voltage protection (OVP). Constant voltage outputs range from 5VDC to 56VDC, and are available in single and multi-output versions. Constant current versions of the AC/DC power supplies are available with output voltages of 5, 12, 24, 28, 36, 40, 48, or 56VDC, and are typically used in the light emitting diode (LED) lighting industry. Convection-cooled versions of the power supplies provide efficient operation in the absence of forced air cooling. The power supplies may be configured to share current between multiple power supplies, allowing for N and N+1 redundancy installations. An optional PMBUSTM digital communications interface is also available to allow up to four of our model XL275 power supplies to communicate over the same bus for remote control of the main outputs and the 12V fans.

 

  

DC/DC power supplies.  The DC/DC power supplies modify 24VDC or 48VDC input voltages into a variety of DC output voltages, while achieving efficiencies greater than 90%. As in our AC/DC power supplies, the DC/DC models utilize unique ICs to control the operation of the supply and provide several methods of protection, including OPP, OCP, OTP, and OVP. Constant voltage outputs range from 5VDC to 56VDC, and are available in single and multi-output versions.

 

 

DATA STORAGE INDUSTRY

 

Background

 

The data protection and archival storage markets are comprised of a few large suppliers and a number of smaller companies that offer specialized products and capacity ranges.  Solutions include both disk based and tape library based systems and related software.

 

We believe the increasing amounts of storage required by the IT universe, especially in the media and entertainment business, will continue to drive demand for archive storage products. The proliferation of e-commerce, video streaming, digital media, and advanced software applications has driven growth in the production of electronic information to an exponential level.  As a result, the information infrastructure has implemented many solutions addressing access speeds and higher capacity, but a growing need is building for data protection and archival storage.  As regulators and companies require the accumulation of and access to archived data, the market to store that data cost-effectively continues to grow.  Over the last few years IT spending has been concentrated on the performance aspect of storage, and adding additional cost effective capacity has lagged as a proportion of total investment. We believe that this performance spending trend is reversing somewhat and the need for additional data protection and archival capacity to house the files that are currently held on performance storage devices will increase. We believe this trend will drive future demand for tape libraries.

 

As customers constantly add to their ever-growing disk-based storage systems, the operating costs of those systems have become impossible to ignore. Tape libraries use less than 1/20th the power of a comparable sized disk system, making them the ideal storage technology for rarely accessed data. We believe that this operating cost advantage will result in increased interest in tape library-based storage systems.

 

  

Strategy

 

Our primary objective in our storage business is to be a global leader in highly scalable, cost effective data protection and archival storage for the information technology markets.  To achieve this objective we plan to:

 

  

Continue to expand our sales channels and geographies.  We have begun to accelerate the promotion of Qualstar storage solutions on a global basis and will continue to add resellers outside the US in addition to adding new US resellers.  We are also exploring OEM and private label opportunities to market our products.

 

  

Launch effective marketing campaigns which will increase market awareness of the Qualstar brand as well as reinforce tape’s role within the storage arena. We will be attending more trade shows with our partners.

 

 

 
6

 

 

 

  

Produce expandable storage solutions that deliver scalability within the data center and more effective capital spending for our customers.  Expandability is a key requirement for many customers who are dealing with rapidly growing capacity needs on a regular basis. Expandability enables them to easily and quickly add more storage while providing a cost-effective solution that can be readily budgeted during their planning cycles.

 

  

Explore adjacent technologies to expand our functionality and footprint in the IT market.  Historically we have been focused on products using magnetic tape as the media in our systems and on automating the loading, unloading and storage of the media.  We will explore partnerships with software and disk manufacturers to offer a complete data storage solution.

 

  

Continue to expand our cost effective, service and support programs that enable our customers to keep their products running 24 hours a day, 7 days a week.  We will begin offering this service in international markets which we have not previously supported.

 

Our Storage Products

 

We design, develop, manufacture and market storage products which deliver cost effective data protection and archival storage to small and medium businesses (SMB), and to more complex small and medium enterprise environments with stringent performance and data availability requirements.  We provide a wide range of storage solutions that span capacities from 75 Terabytes to over 33 Petabytes (1000 Terabytes = 1 Petabyte) which encompass over 125 tape drives and more than 11,700 slots for tape media.

 

  

The RLS-8350 and RLS-8500 Series Expandable Rack Mount Tape Libraries deliver both high density to maximize rack space utilization and easy customer expandability to keep pace with exploding archive storage and data protection requirements. RLS base models house 50, 60, 108 or 114 tape slots and up to five LTO format tape drives. Up to three customer installable expansion modules can be installed on every base unit using Qualstar’s unique FastPass™ elevator assembly to quickly and transparently move tapes between modules as needed. Each module adds 120 more tape storage slots and five additional tape drive slots.  RLS configurations can scale capacity to over 2.9 Petabytes in a single 19-inch rack.  Advanced features including library-enabled data encryption to protect the data on tapes in transit to remote locations, dual AC input power to allow operation to continue if one power source drops off line and Q-Link, our widely regarded remote library manager.

 

  

Qualstar’s XLS Enterprise Library System (“XLS”) provides the widest range of capacity and performance available to enterprise-class data protection and archive storage customers. Several Library Resource Modules (LRM) and two Memory Expansion Modules (MEM) can be combined in numerous configurations to cost-effectively deliver capacities from 300 Terabytes to over 33 Petabytes.  Over 125 LTO tape drives can be configured in a single system to deliver throughput exceeding 63 Terabytes per hour to meet the performance needs of the most demanding environments.  XLS’ exclusive Compass Architecture™ design delivers storage density exceeding 180 Terabytes per square foot to minimize costly IT floor space requirements.  Tape libraries are the most energy efficient data storage technology on the market, often using 1/20th the power of a similarly sized disk-based system. Advanced design has reduced the XLS power and cooling requirements to industry-leading levels.

 

 

CUSTOMERS

 

Our solution-focused product offerings are designed specifically for OEMs, corporate IT departments, and SMBs. We sell all of our storage products through our worldwide authorized distributor and reseller network. All of our products and services are designed and manufactured to address our customers’ stringent requirements and reliability standards. The following provides additional detail on our channels:

 

 

Storage Reseller channel. Our reseller channel includes systems integrators, value added resellers (VARs) and value added distributors (VADs). Our resellers frequently package our products as part of a comprehensive data processing system or with other storage devices to deliver a complete storage subsystem. Our resellers frequently recommend our products as replacement solutions when backup and archive systems are upgraded or bundle our products with storage management software specific to the end user's system. We support the reseller channel through our dedicated field sales representatives and technical support technicians.

 

 

Storage OEM channel. OEM customers incorporate our storage products with their application software and other  components to deliver a focused solution. Our products may or may not carry our label.

 

 

 
7

 

 

 

 

N2Power OEM channel. We have supply agreements with our major power supply customers which incorporate our products into their server, telephony, network and industrial product offerings.

 

We divide our worldwide sales into three geographical regions:

  

 

North America, consisting of Mexico, United States and Canada;

 

 

EMEA, consisting of Europe, the Middle East and Africa; and

 

 

APAC, consisting of Asia Pacific countries.

 

We support our customers in the Americas primarily from our Simi Valley, California location. We support our EMEA, APAC and other foreign customers through a network of trained resellers and service providers located throughout the regions.

 

Sales to customers outside the United States represent a significant and growing portion of our sales and international sales are subject to various risks and uncertainties. See "Much of our business is subject to risks associated with operations in foreign countries” under the heading "Risk Factors" in Part I, Item 1A of this report. The following table sets forth foreign revenue by geographic area ($ in thousands):

 

 

 

2013

 

 

2012

 

Foreign revenue:

 

 

 

 

 

 

 

 

EMEA

 

$

3,195

  

 

$

3, 028

  

APAC

 

 

2,936

  

 

 

4,724

  

Other foreign revenue

 

 

154

  

 

 

290

  

 

 

$

6,285

  

 

$

8,042

  

Foreign revenue as a percentage of total net revenue

 

 

49.7

%

 

 

47.1

%

 

We provide a full range of marketing materials for branded products, including product specifications, sales literature and application notes. We also offer lead generation opportunities and market development funds to key channel partners. Our sales management and engineering personnel provide support to the channel partners and visit potential customer sites to demonstrate the technical advantages of our products. We maintain press relations in the United States and Europe, and we participate in national and regional trade shows worldwide.

 

CUSTOMER SERVICE AND SUPPORT

 

Customer service and support are key elements of our storage strategy and critical advantageous components of our commitment to making enterprise-class support and services available to companies of all sizes. Our technical support staff is trained to assist our customers with deployment and compatibility for any combination of hardware platforms, operating systems and backup, data protection and storage management software. Our application engineers assist with complex customer issues. We maintain global toll-free service and support phone lines and we also provide self-service and support through our website and email.

 

Standard warranties include:

 

 

Three-year advance replacement limited warranty on our RLS and XLS tape library products;

 

 

Optional 24x7 or next business day onsite service on our RLS and XLS products in many countries throughout the world; and

 

 

Three-year return to factory warranty on our N2Power products.

 

ENGINEERING

 

 We incurred engineering costs of $3.3 million in fiscal 2013 and $2.7 million in each of fiscal 2012 and 2011, representing 26.0%, 15.6% and 15.0% of net revenues, respectively. In fiscal 2013, we continued to augment our product lines by expanding our hardware platforms and feature enhancements to our products. Noteworthy product releases for fiscal 2013 were the release of the XL330-54CS, XL280-54CS and XL375 LED series power supplies, and the addition of IPv6 support to the storage products. Our plans for fiscal 2014 include a number of hardware and software enhancements across all of our storage products, and several new power supplies encompassing derivatives of existing models and new power sizes. Particular areas of focus are oriented toward product line streamlining and leveraging common componentry, as well as exploring OEM opportunities in the storage side of the business.

 

 

 
8

 

 

 

MANUFACTURING AND SUPPLIERS

 

We perform product assembly, integration and testing for our storage products at our factory in Simi Valley, California, and at a contract manufacturing facility in Moorpark, California. Our N2Power products are manufactured in China at various contract manufacturers.  We purchase tape drives, chassis, printed circuit boards, integrated circuits, and all other major components from outside suppliers. We carefully select suppliers based on their ability to provide quality parts and components which meet technical specifications and volume requirements. We actively monitor these suppliers but we are subject to substantial risks associated with the performance of our suppliers. For certain components, we qualify a single source, which magnifies the risk of shortages and decreases our ability to negotiate with that supplier. See "If our suppliers fail to meet our component and manufacturing needs, it would delay our production and our product shipments to customers and negatively affect our operations" under the heading "Risk Factors" in Part I, Section 1A of this report. 

 

COMPETITION

 

The worldwide storage market is highly competitive. Competitors vary in size from small start-ups to large multi-national corporations which may have substantially greater financial, engineering and marketing resources than us. In the tape automation market, we believe our primary competitors are International Business Machines Corporation ("IBM"), Oracle/StorageTek, Dell Inc., Overland Storage, Tandberg Data, BDT, Spectra Logic and Quantum Corporation. Key competitive factors include product features, reliability, durability, scalability and price. Barriers to entry in tape automation are relatively high.

 

Our primary power supply competitors are Emerson, TDK Lambda, XP Power and Power One (ABB). Key competitive factors in these markets include price, performance, functionality, availability, interoperability, connectivity, time to market, enhancements and total value of ownership. Barriers to entry for power supply products are high.

 

The markets for all of our products are characterized by significant price competition and we anticipate that our products will continue to face price pressure.

 

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. Despite our efforts to protect our proprietary rights however, competition in our businesses is significant. We believe that, because of the rapid pace of technological change in the tape storage and power supply industries, patent, copyright, trademark and trade secret protection are less significant than factors such as market responsiveness, knowledge, ability and the experience of our personnel as well as 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, 2013, we had 57 employees, including 9 in operations and manufacturing, 24 in engineering, 3 in customer service and technical support, 15 in sales and marketing, and 6 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.

 

Subsequent to June 30, 2013, the Company, in an effort to cut costs and reduce operating expenses, has significantly reduced its number of employees. As of September 30, 2013, the Company had 39 employees, including 4 in operations and manufacturing, 17 in engineering, 3 in customer service and technical support, 10 in sales and marketing, and 5 in administration and finance.

 

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.

 

 

 
9

 

 

 

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 24, 2013 are:

 

Name

Age

Position

  

  

  

Steven N. Bronson

47

Chief Executive Officer and President

  

  

  

Philip G. Varley

55

Chief Financial Officer

  

  

  

William J. Lurie

40

Vice President of Engineering

  

  

  

Randy D. Johnson

55

Vice President and General Manager of N2Power division

 

Background

 

Steven N. Bronson was appointed CEO and President on July 3, 2013. He may be deemed to beneficially own 18.7% of Qualstar stock. Mr. Bronson has been Chairman and Chief Executive Officer of BKF Capital Group Inc., since September 2008. In July 2010 he became Chairman and Chief Executive of Interlink Electronics, Inc., a global leader in the design of patented Force-Sensing Resistor™ (FSR™) technology and a pioneer in printed electronics. Since 1996, Mr. Bronson has served as the Chairman of Catalyst Financial, an investment banking firm that advises private and public, emerging growth and middle market companies. In addition, Mr. Bronson served as Chairman and Chief Executive Officer of Ridgefield Acquisition Corp. and 4net Software, Inc., both publicly traded companies.

 

Philip G. Varley was appointed Chief Financial Officer on April 10, 2013. From 2002 to 2013, he was President of the Barrington Group, Inc. in Denver, Colorado, a consulting firm specializing in financial and operational management services.  While at Barrington he served as Chief Financial Officer of DemandPoint Inc., a supply chain optimization company, and in financial executive capacities at other Private Equity funded companies.  Previously, Mr. Varley served as Director of Finance for a division of The McGraw Hill Companies and as an Audit Manager with Ernst and Whinney. Mr. Varley is a Chartered Accountant (UK) and has held an active CPA license (Colorado) since 1986.  He earned his MBA from the University of Denver, and a BSc in Chemical Engineering from Imperial College, London.

 

William J. Lurie was appointed our Vice President of Engineering on August 14, 2012. Mr. Lurie joined the company in 1996 as a Mechanical Engineer, and was promoted to Mechanical Engineering Manager in 2001 and to Engineering Manager in 2009. Mr. Lurie earned a Bachelor of Science in Mechanical Engineering from the University of California, Santa Barbara in 1996.  He has also completed Technical and Program Management studies at UCLA and UCSB.

 

Randy D. Johnson has been Vice President and General Manager of our N2Power division since March 25, 2010. Mr. Johnson joined Qualstar in 2002 as Business Unit Manager for our N2Power division. From 2000 to 2002, Mr. Johnson held the position of Vice President and Business Unit Manager for Flightware Ltd., a business solutions software company. From 1983 to 2000, Mr. Johnson was employed by Integrated Business Computers, a business computer manufacturer, where he held the position of Vice President of Sales and Marketing. Mr. Johnson graduated with a B.A. degree in Business and Political Science from Westmont College in 1980, and earned his MBA in Technology Management from the University of Phoenix in 1999. 

 

 
10

 

 

 

ITEM 1A. RISK FACTORS

 

Our future results of operations are subject to risks and uncertainties over which we have limited control, and which could cause our actual results to differ materially from our expectations. We are subject to all of the business risks facing manufacturing companies, including business cycles and trends in the general economy, financial market conditions, demand variations and volatility, potential loss of key personnel, supply chain disruptions, government legislation and regulation, and natural causes. The following list of risk factors is not all-inclusive. Other factors and unanticipated events could adversely affect our financial position or results of operations. We believe that the most significant potential risk factors that could adversely impact us are the following:

 

 

We have had a history of operating losses and we may not achieve profitability.

 

The company has had a history of operating losses over the last 10 years, losing $33 million in that period. There is no assurance that management can reverse this trend and if profitability is not achieved, the Company may require additional financing.

 

We face intense industry competition, price erosion and product obsolescence, which, in turn, could reduce our operating results.

 

We operate in an industry that is generally characterized by intense competition and rapid technological change. We believe that the principal bases of competition in our markets are breadth of product line, quality of products, stability, reliability and reputation of the provider, along with cost. Quantity discounts, price erosion, and rapid product obsolescence due to technological improvements are therefore common in our industry as competitors strive to retain or expand market share. Product obsolescence can lead to increases in unsellable inventory that may need to be written off and therefore could reduce our operating results. Similarly, price erosion can reduce our operating results by decreasing our revenues and our gross margins.

 

Our long-term operating results depend substantially upon our ability to continually develop, introduce, and market new and innovative products, to modify existing products, to respond to technological change, and to customize certain products to meet customer requirements. There are numerous risks inherent in this process, including the risks that we will be unable to anticipate the direction of technological change or that we will be unable to develop and market new products and applications in a timely fashion to satisfy customer demands, which could result in a decrease in our net sales and a loss of market share to our competitors. Historically, we have had write-offs of excess and obsolete inventory which negatively impacted our results of operations. In the future, excess or obsolete inventory may need to be written off, and this in turn could reduce our operating results.

    

Changes in demand or downturns in the markets we serve could affect our business and operating results.

 

The industries into which we market and sell our products are cyclical and may experience downturns. These industries also experience volatility, and future volatility as well as downturns, or any failure of these industries to recover from downturns, could materially harm our business and operating results. Likewise, if we have difficulty managing growth in this business, it could materially and adversely affect us. In addition, our business and financial position may be adversely affected by current and future economic conditions that cause a decline in business and consumer spending in the markets served by our or our customers’ products.

 

We rely on tape technology for a significant portion of our revenues. Our operating results may be impaired if demand for storage solutions using tape technology declines or fails to develop as we expect.

 

We will continue to be subject to the risk of a decrease in revenues if demand for tape-based storage products declines or if rising prices make it more difficult to sell 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.

 

Our principal competitors devote greater financial resources to developing, marketing and selling their products. Consequently, we may be unable to maintain or increase our market share.

 

We face significant competition in developing and selling our products. 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 impair the operating results of our business in many ways. For example, in the past our competitors have offered wider ranges of products, expanded the geographic scope of their markets, acquired other companies, and developed or acquired proprietary technologies that operate in conjunction with their products. 

 

 
11

 

 

 

In the future, our competitors may leverage their greater resources to:

 

  

develop, manufacture and market products that are less expensive or technologically superior to ours;

 

  

reach a wider array of potential customers through a broader range of marketing and 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.

 

Since we rely on indirect sales channels to market and sell our branded storage products, a loss of or deterioration in our relationship with one or more of our resellers or distributors, or our inability to establish new indirect sales channels to drive growth of our branded products could negatively affect our operating results.

 

We sell the majority of our branded storage products to value-added resellers (VARs), who in turn sell our products to end users. In some cases, resellers integrate our tape libraries with products of other manufacturers and sell the combined products to their own customers. The success of these sales channels is hard to predict, particularly over time, and we have no purchase commitments or long-term orders from them that assure us of any baseline sales through these channels. Several of our resellers carry competing product lines that they may promote over our products, which may negatively impact our sales. A reseller might not continue to purchase our products or market them effectively, and each reseller determines the type and amount of our products that it will purchase from us and the pricing of the products that it sells to end user customers. Establishing new indirect sales channels is an important part of our strategy to drive growth of our branded revenue. Our operating results could be adversely affected by any number of factors including:

 

  

A change in competitive strategy that adversely affects a reseller’s willingness or ability to distribute our products;

 

  

Reaching fewer customers or losing sales due to ineffective marketing efforts of resellers;

 

  

Reduced margins and increased costs associated with reseller channel sales;

 

  

An inability to gain traction in developing new indirect sales channels for our branded products;

 

  

Any financial difficulties of such resellers that result in their inability to pay amounts owed to us; or

 

  

Changes in requirements or programs that allow our products to be sold by third parties to government customers.

 

 

We do not have any exclusive agreements with our VARs, who purchase our products on an individual purchase order basis. If we lose important VARs or if they reduce their focus on our products or if we are unable to obtain additional VARs, our business could be negatively affected.

 

If our suppliers fail to meet our component and manufacturing needs, it could delay our production and our product shipments to customers and negatively affect our operations.

 

Our products comprise many components and subassemblies produced by outside suppliers. We depend greatly on these suppliers for items that are essential to the manufacture of our products, including tape drives, printed circuit boards and integrated circuits. For certain items, we qualify only a single source, which magnifies the risk of shortages and decreases our ability to negotiate with that supplier on the basis of price. From time to time, we have been unable to obtain sufficient components that we have needed due to shortages or quality issues from some of our suppliers. If our suppliers fail to meet our manufacturing needs, it would delay our production and our product shipments to customers and negatively affect our operations.

 

We also rely on software vendors to develop and support software needed for operation of our automated tape library products and their integration into the user’s computing environment. Accordingly, the continued development and future growth of the market for our tape library products will depend partly upon the ability of these vendors to meet the overall data storage and management needs of tape library purchasers and our ability to maintain relationships with these firms.

 

 

 
12

 

 

 

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 had 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. Moreover, the use of contract manufacturers to provide our power supplies typically requires that we place production orders several months in anticipation of our expected need for the products. This in turn leads to risks that we may lack sufficient inventory to sell to our customers where our expectations were conservative, or that we may order excess product inventory where our expectations were optimistic. We have in the past, experienced shortages of some parts needed to manufacture our power supplies.

 

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 may eventually lose market share and sales to competitors.

 

The market for our products is characterized by changing technology and evolving industry standards. Our future results 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. With respect to our tape library products in particular, the introduction of new storage technologies or the adoption of an industry standard different from our current product standards could render our existing products obsolete.

 

Development schedules for high technology products are inherently subject to uncertainty and there can be no assurance that 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 adversely affected.

 

If we fail to protect our intellectual property or if others use our proprietary technology without authorization, our competitive position may suffer.

 

We rely on copyright protection of our software, firmware and electronic circuits, as well as patent protection for some of our products and product features. We also rely on a combination of trademark, trade secret, and other intellectual property laws and various contract rights to protect our proprietary rights. Despite our efforts to protect our proprietary rights, however, unauthorized parties may attempt to copy or otherwise obtain or use our products or technology. 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 others.

 

Undetected manufacturing flaws could increase our costs, reduce our revenues and divert resources from our core business needs.

 

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 system or apparatus with the products of other vendors. 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, warranty 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.

 

Much of our business is subject to risks associated with operations in foreign countries.

 

We generate a significant percentage of our revenue internationally, and we believe that international sales will continue to represent a substantial portion of our revenues. In addition, our manufacturing of power supply products is performed by contract manufacturers in Asia. We face risks that the countries in which we conduct business, or in which we have customers, suppliers, or contract manufacturers could:

 

  

Experience financial, economic or political instability;

 

  

Adopt laws that make the enforcement of our contractual or other legal rights and remedies difficult or uncertain;

 

  

Provide inadequate intellectual property protection for our technology;

 

  

Impose restrictions on the export or import of technology that would affect our ability to obtain supplies from, or sell products into, such countries;

 

 

 
13

 

 

 

  

Impose tariffs, quotas, taxes, other market barriers; or

 

  

Impose other laws, regulations or policies adversely affecting trade, investment or taxes, including those relating to the repatriation of funds and to withholding taxes.

 

Other risks and costs associated with international operations include:

 

  

Currency exchange risk, to the extent that exchange rate fluctuations could make our products unaffordable to foreign purchasers or more expensive compared to those of foreign manufacturers;

 

  

Compliance with laws and regulations in various regions in which we operate;

 

  

Greater difficulty and longer delays in collecting accounts receivable from international customers;

 

  

Increased risk of shipping disruptions particularly in foreign countries experiencing political instability.

 

Change of board and senior management, and retention of key personnel.

 

Turnover in key management positions could temporarily harm our financial performance and results of operations. Loss of certain members of our senior management may disrupt operations and relations with key customers and distributors and our operating results could be adversely affected. As a result of a vote of shareholders held on June 28, 2013, a completely new board of directors was elected, none of whom had been associated with Qualstar other than as shareholders. Subsequently, a new CEO was appointed and the previous CEO, and certain other members of senior management, were terminated. In addition, our capacity to develop and implement new technologies depends on our ability to employ personnel with highly technical skills. If we cannot attract and retain key technical personnel, our technical expertise may suffer, and our operating results could be adversely affected. In addition, it could be difficult, time consuming and expensive to replace any key management member or other critical personnel and no guarantee exists that we will be able to recruit suitable replacements or assimilate new key management personnel into our organization to achieve our operating objectives.

 

We have transitioned the manufacturing of our tape library products to a third-party manufacturer.  If we experience problems with this manufacturer, our business and reputation could suffer.

 

Commencing in January 2013, CTS Electronics Manufacturing Solutions, Inc. (“CTS”) began providing turn-key manufacturing services to Qualstar for our RLS and XLS tape library products and related assemblies, and also provides procurement services and ongoing inventory management.  CTS, a global provider of electronic manufacturing services, provides these services at its Moorpark, California facility.  Previously, we manufactured all of our tape library products in our own facility. If manufacturing services provided by CTS are interrupted or not performed as needed, this could result in our inability to meet customer demand, damage our reputation and customer relationships and adversely affect our business. If we experience problems with product quality or are unable to secure sufficient capacity from CTS, or if we for other reasons cease utilizing CTS, we may be unable to resume manufacturing ourselves or secure an alternative third-party manufacturing supplier in a short time frame. We could experience significant delays in the shipment of our tape library products if we are required to find an alternative third-party manufacturing supplier, which could have a material adverse effect on our business.

     

Intellectual property infringement claims brought against us could result in substantial liability and significant costs, and as a result, our business, financial condition and operating results may be materially and adversely affected.

 

From time to time, we may become subject to claims or inquiries regarding an alleged unauthorized use by us of another party’s intellectual property, such as our current litigation with Overland Storage described in Item 3 below. While we currently believe the amount of ultimate liability, if any, with respect to any such actions will not materially affect our financial position, results of operations or liquidity, the ultimate outcome of any license discussion or litigation is uncertain. Adverse resolution of any infringement claim could subject us to substantial liabilities and require us to refrain from manufacturing and selling certain products. In addition, the costs incurred in intellectual property litigation can be substantial, regardless of the outcome. As a result, our business, financial condition and operating results could be materially and adversely affected.

 

Our revenues and operating results may fluctuate unexpectedly from quarter to quarter, which may in turn affect our stock price.

 

Our quarterly revenues and operating results have fluctuated in the past, and are likely to vary in the future due to the various factors discussed above and others, including:

 

  

General economic conditions affecting spending and the rates of growth or decline in the markets we serve;

 

 

 
14

 

 

 

  

Variations in product order backlogs, and reductions in the size, delays in the timing, or cancellation of significant customer orders;

 

  

The timing of introductions and marketplace acceptance of new or enhanced products by us or our competitors;

 

  

Expansions or reductions in our relationships with distributors, VARs or OEM customers;

 

  

Unprofitable investments in engineering activities, or sales evaluation, testing, and acceptance processes;

 

  

Unforeseen warranty costs that exceed established reserves;

 

  

Timing and levels of our operating expenses; or

 

  

Emerging new technologies that change the nature of or need for our products.

 

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.

 

Trading in our stock has historically been limited and our stock price has been volatile, which may affect your ability to sell your shares.

 

The average trading volume in our stock has been historically low, with little or no trading at all on some days. 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:

 

  

Quarterly variations in operating results, especially if they differ from our previously announced forecasts or forecasts made by analysts;

 

  

Announcements by us of anticipated future revenues or operating results, or by others concerning us, our competitors, our customers, or our industry;

 

  

The introduction of new technology or products by us or our competitors;

 

  

Comments about us and the data storage market made by industry analysts or on Internet comment sites;

 

  

Changes in earnings estimates by analysts or changes in accounting policies; in product pricing policies by us or our competitors; or in general economic conditions.

 

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.

 

Certain provisions in our charter documents and California law may hinder or prevent a change in control of our company.

 

Certain provisions of our charter documents could make it difficult for a third party to obtain control of the Company. For example, our articles of incorporation and bylaws require that stockholders must timely inform our corporate secretary before a stockholders' meeting if they wish to nominate directors or submit proposals for shareholder approval, and contain provisions that eliminate cumulative voting in the election of directors. In addition, subject to the rules of the NASDAQ Stock Market, 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. 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.

 

 

 
15

 

 

 

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 $43,000 per month with a step-up of 3% annually. We also lease approximately 2,097 square feet of office space in Boulder, Colorado, that houses our Advanced Development Group. Our lease on this facility expires in October 2014.  Rent on this facility is $1,900 per month, with a step-up of 5.2% annually.

 

Subsequent to June 30, 2013, as part of our reorganization and restructuring, we have consolidated the functions previously carried out in Boulder into our facility in Simi Valley. We are seeking an early termination of the lease on the Boulder facility.

 

 

ITEM 3. LEGAL PROCEEDINGS

 

On June 28, 2012, Overland Storage, Inc. (“Overland”) filed a patent infringement lawsuit against Qualstar Corporation (and others) in the U.S. District Court in the Southern District of California, alleging that certain of our automated tape libraries infringe claims of U.S. Patent No. 6,328,766. Overland is seeking injunctive relief as well as the recovery of unspecified monetary damages. We do not believe we infringe the Overland patent and we have filed a counterclaim. Due to the inherent uncertainty of litigation, we cannot identify probable or estimable damages related to the lawsuit at this time.

 

 

We also are subject to a variety of other claims and legal proceedings that arise from time to time in the ordinary course of our business. Although management currently believes that resolving claims against us, individually or in the aggregate, will not have a material adverse impact on our financial statements, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. We accrue loss contingencies in connection with our commitments and contingencies, including litigation, when it is probable that a loss has occurred and the amount of the loss can be reasonably estimated. As of June 30, 2013, we had accrued aggregate current liabilities of $83,000 in probable fees and costs related to our contingent legal matters.

 

Subsequent to June 30, 2013, Qualstar has filed a complaint against former CEO Lawrence D. Firestone and others for breach of fiduciary duty, breach of duty of loyalty, breach of duty of care and the commission of corporate waste that is currently pending in the Superior Court of the State of California, County of Los Angeles.  The lawsuit is entitled: Qualstar Corporation v. Lawrence D. Firestone, Stanley Corker, Carl W. Gromada, Robert A. Meyer, Robert Rich, Daniel Molhoek, Allen Alley, Gerald Laber, Steven Wagner and Does 1 through 10, inclusive, and assigned Case No. BC 514889.

 

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

 
16

 

 

 

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 traded 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 2013:

                           

First Quarter

July 1

     

September 30, 2012

  $ 1.94     $ 1.35  

Second Quarter

October 1

     

December 31, 2012

  $ 1.54     $ 1.34  

Third Quarter

January 1

     

March 31, 2013

  $ 1.70     $ 1.40  

Fourth Quarter

April 1

     

June 30, 2013

  $ 2.03     $ 1.36  
                             

Fiscal 2012:

                           

First Quarter

July 1

     

September 30, 2011

  $ 2.13     $ 1.58  

Second Quarter

October 1

     

December 31, 2011

  $ 2.01     $ 1.79  

Third Quarter

January 1

     

March 31, 2012

  $ 1.94     $ 1.79  

Fourth Quarter

April 1

     

June 30, 2012

  $ 2.03     $ 1.85  

 

Holders

 

There were approximately 32 owners of record of Qualstar’s common stock as of September 12, 2013.

 

Dividend Policy

 

No dividends were declared in fiscal years 2013 and 2012. 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

  

 

 
17

 

 

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, 2008 through June 30, 2013, 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, 2008.

 

 

   

6/08

   

6/09

   

6/10

   

6/11

   

6/12

   

6/13

 

Qualstar Corporation

    100.00       80.72       72.70       70.36       73.86       54.43  

NASDAQ Composite

    100.00       79.72       92.91       123.26       132.49       156.61  

NASDAQ Computer Manufacturers

    100.00       79.79       127.91       170.71       260.73       201.47  

 

 

ADDITIONAL EQUITY COMPENSATION PLAN INFORMATION

 

The following table provides additional information regarding Qualstar’s equity compensation plans as of June 30, 2013:

 

Plan category

 

(a)

Number of

securities to

be issued upon

exercise

of outstanding

options,

warrants and

rights (1)

   

(b)

Weighted-

average

exercise price of

outstanding

options,

warrants and

rights (1)

   

(c)

Number of

securities

remaining

available for

future issuance

under

equity

compensation

plans

(excluding

securities

reflected in

column (a) (2))

 
                         

Equity compensation plans approved by security holders

    628,000     $ 2.35       104,000  

Equity compensation plans not approved by security holders

                 

Totals

    628,000     $ 2.35       104,000  

 

  

(1)

Includes shares subject to stock options granted under the 1998 Stock Incentive Plan and the 2008 Stock Incentive Plan as of June 30, 2013. 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, 2013.

 

 

 
18

 

 

 

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,

 
   

2013

   

2012

   

2011

   

2010

   

2009

 
   

(In thousands, except per share amounts)

 

Statements of Operations Data:

                                       

Net revenues

  $ 12,642     $ 17,081     $ 18,302     $ 15,270     $ 17,892  

Cost of goods sold

    9,187       13,390       11,573       10,626       12,190  

Gross profit

    3,455       3,691       6,729       4,644       5,702  

Operating expenses:

                                       

Engineering

    3,290       2,657       2,744       3,150       3,254  

Sales and marketing

    3,035       1,908       2,327       2,294       2,767  

General and administrative

    4,875       3,241       2,534       2,632       3,155  

Restructuring expense

    2,666       -       -       -       -  

Total operating expenses

    13,866       7,806       7,605       8,076       9,176  

Loss from operations

    (10,411

)

    (4,115

)

    (876

)

    (3,432

)

    (3,474

)

Other income

    48       24       191       311       918  

Loss before income taxes

    (10,363

)

    (4,091

)

    (685

)

    (3,121

)

    (2,556

)

Provision (benefit) for income taxes

    -       16       (5

)

    -       3  

Net loss

  $ (10,363

)

  $ (4,107

)

  $ (680

)

  $ (3,121

)

  $ (2,559

)

                                         

Loss per share:

                                       

Basic and Diluted

  $ (0.85

)

  $ (0.34

)

  $ (0.06

)

  $ (0.25

)

  $ (0.21

)

Shares used to compute loss per share:

                                       

Basic and Diluted

    12,253       12,253       12,253       12,253       12,253  

 

   

Years Ended June 30,

 
   

2013

   

2012

   

2011

   

2010

   

2009

 
   

(In thousands)

 

Balance Sheet Data:

                                       

Cash and cash equivalents

  $ 1,966     $ 7,381     $ 4,970     $ 2,234     $ 3,749  

Marketable securities

    11,851       13,504       17,694       22,030       23,912  

Working capital

    8,601       18,392       21,940       19,569       27,081  

Total assets

    20,207       28,824       31,935       32,521       36,592  

Shareholders’ equity

    14,745       25,053       29,180       29,847       34,510  

 

 

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

 

Qualstar Corporation was incorporated in California in 1984. Qualstar focuses its efforts on designing, developing, manufacturing and selling high efficiency AC-DC and DC-DC power supplies under its N2Power brand, and automated magnetic tape libraries used to store, retrieve and manage electronic data primarily in the network computing environment under its Qualstar brand. 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.

 

 

 
19

 

 

 

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 OEMs to incorporate into computer based products for telephony, industrial, gaming, test equipment and other applications. N2Power is a division of Qualstar.

 

Net revenues include revenues from the sale of tape libraries, tape drives, tape cartridges, ancillary products, and power supplies. Ancillary revenues include spare parts, service, repair, and on-site service agreements. Revenues from our tape library segment represented approximately 48.7% of revenues in fiscal 2013, 44.8% of revenues in fiscal 2012, and 53.8% of revenues in fiscal 2011. Revenues from our power supply segment represented approximately 51.3% of revenues in fiscal 2013, 55.2% of revenues in fiscal 2012, and approximately 46.2% of revenues in fiscal 2011.

 

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 North America were approximately $6.3 million, or 49.7% of revenues for fiscal 2013, $8.0 million, or 47.0% of revenues for fiscal 2012, and $6.6 million, or 36.1% of revenues for fiscal 2011.

 

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. With the re-evaluation of our product mix and manufacturing agreement with CTS, gross margins were reduced by increasing the inventory reserve.

 

Engineering activities include the design and development of new products, as well as enhancements to existing products.

 

During the course of fiscal 2013, the Company began restructuring its operations and manufacturing overhead structure by reducing the size of its facilities and headcount by outsourcing storage product manufacturing. Costs associated with this restructuring included lease abandonment, severance and contractor and moving expenses, all totaling approximately $2.7 million.

 

In connection with the unsolicited partial tender offer commenced in January 2013, and the proxy contest in connection with the Company's 2013 annual shareholders meeting, the Company spent approximately $1.0 million on legal fees, financial advice and related matters.

 

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 principles 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 financial statements.

 

Revenue Recognition

 

We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 605, “Revenue Recognition,” when there is persuasive evidence that an arrangement exists, title and risk of loss have passed, delivery has occurred or the services have been rendered, the sales price is fixed or determinable and collection of the related receivable is reasonably assured.  Title and risk of loss generally pass to our customers upon shipment.  In limited circumstances where either title or risk of loss pass upon destination or acceptance or when collection is not reasonably assured, we defer revenue recognition until such events occur.

 

In general, customers are allowed to return the product, free of penalty, within thirty days of shipment, if the product does not conform to its specifications.

 

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.

 

Revenue for established products that have previously satisfied a customer’s acceptance requirements and provide for full payment tied to shipment is generally recognized upon shipment and passage of title.  In limited cases where a prior history of customer acceptance cannot be demonstrated or sales where customer payment dates are not determinable or when collection is not reasonably assured, revenue is deferred until customer acceptance occurs or payment has been received.  On the limited shipments where sales are not recognized, gross profit is generally recorded as deferred profit in our balance sheet representing the difference between the receivable recorded and the inventory shipped. 

 

 

 
20

 

 

 

In January 2013, Qualstar’s third party service contract provider changed the terms of the agreement with the Company that triggered a change in revenue recognition policy for contract services. The terms of the agreement changed from coverage over the customer’s entire contractual service period to a fee per incident model. As a result, beginning in the quarter ended March 31, 2013, the Company changed its revenue recognition policy regarding the treatment of service revenue received from customers and serviced by the third party service provider from net to gross recording. Revenues for contract services are now deferred at the beginning of the service term and amortized ratably over the life of the contract. Expenses incurred related to fulfilling the service contract are expensed when incurred. This change in revenue recognition was recognized prospectively. As a result of this change in accounting policy, the Company recorded a one-time, non-cash increase to deferred revenue of approximately $454,000 with an equal offset to revenues and net loss.

 

At June 30, 2013 we had deferred revenue of approximately $953,000 and deferred profit of approximately $209,000. At June 30, 2012 we had deferred revenue of approximately $156,000 and no deferred profit.

 

 

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 market conditions deteriorate, we may be required to reduce the value of our investments through an impairment charge.

  

 

Fair Value of Financial Instruments

 

We measure fair value on 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 quarterly). See “Note 1 – Accounting Policies” in the accompanying notes to the financial statements.

 

 

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 on a FIFO basis. 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.

 

 

 
21

 

 

 

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.

 

 

Legal and Other Contingencies

 

The outcomes of legal proceedings and claims brought against us are subject to significant uncertainty. An estimated loss from a loss contingency such as a legal proceeding or claim is accrued by a charge to income if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. When legal costs that the entity expects to incur in defending itself in connection with a loss contingency accrual are expected to be material, the loss should factor in all costs and, if the legal costs are reasonably estimable, they should be accrued in accordance with ASC 450, regardless of whether a liability can be estimated for the contingency itself. Disclosure of a contingency is required if there is at least a reasonable possibility that a loss has been incurred. Changes in these factors could materially impact our financial statements.

 

 

Share-Based Compensation

 

Share-based compensation is accounted for in accordance with ASC 718, “Compensation – Stock Compensation.” 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 ASC 740, “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.  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. ASC 740 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.

 

The Company has net operating loss carry-forwards for federal income tax purposes of approximately $23.4 million and net operating loss carry-forwards for state income tax purposes of approximately $16.7 million. The Company had engineering and other credits for tax purposes of $2.0 million. If not utilized, the federal net operating loss and other tax credit carry-forwards will expire beginning in 2025. If not utilized, the state net operating loss carry-forward will expire beginning in 2014. The state engineering credit has no limit on the carry-forward period.

 

 

 
22

 

 

 

Recent Accounting Pronouncements

 

See Recent Accounting Guidance in “Note 1 Summary of Significant Accounting Policies" in the accompanying notes to the financial statements for a full description of recent accounting pronouncements including the respective expected dates of adoption and effects on our results of operations and financial condition.

 

 

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,

 
   

2013

   

2012

   

2011

 

Net revenues

    100.0

%

    100.0

%

    100.0

%

Cost of goods sold

    72.7       78.4       63.2  

Gross margin

    27.3       21.6       36.8  

Operating expenses:

                       

Engineering

    26.0       15.6       15.0  

Sales and marketing

    24.0       11.2       12.7  

General and administrative

    38.6       19.0       13.8  

Restructuring expense

    21.1       -       -  

Loss from operations

    (82.4

)

    (24.2

)

    (4.7

)

Other income

    0.4       0.1       1.0  

Loss before provision for income taxes

    (82.0

)

    (24.1

)

    (3.7

)

Provision for income taxes

    0.0       0.1       0.0  
      (82.0

)%

    (24.2

)%

    (3.7

)%

 

We have two operating segments for financial disclosure purposes, tape libraries and power supplies, as discussed in Note 11 to our financial statements. The following table summarizes our revenue by operating segment:

 

   

Years Ended June 30,

 
   

2013

   

2012

   

2011

 

Power Supply revenues

    51.3

%

    55.2

%

    46.2

%

Tape Library revenues:

                       

Product

    34.3

%

    31.2

%

    39.3

%

Service

    14.4

%

    13.6

%

    14.5

%

Total Library revenues

    48.7

%

    44.8

%

    53.8

%

      100.0

%

    100.0

%

    100.0

%

 

Fiscal 2013 Compared to Fiscal 2012

 

Net Revenues.  Net revenues were $12.6 million in fiscal 2013 as compared to $17.1 million in fiscal 2012. The decrease of approximately $4.5 million, or 26.0% is attributed primarily to a decrease of $0.9 million in sales of TLS and XLS tape libraries, $0.5 million decrease in service, $0.2 million decrease in miscellaneous, and a $2.9 million decrease in sales of power supplies, partially offset by an increase of $0.1 million in sales of our RLS tape libraries.

 

Power Supply Segment

Revenues attributed to our power supply segment were $6.5 million, or 51.3% of revenues, in fiscal 2013 as compared to $9.4 million, or 55.2% of revenues, in fiscal 2012. The decrease of $2.9 million, or 31.1%, was due to decreased sales to original equipment manufacturers and distributors.

 

Tape Library Segment

Revenues attributed to our tape library segment were $6.2 million or 48.7% of revenues in fiscal 2013, as compared to $7.7 million or 44.8% of revenues in fiscal 2012. The decrease of $1.5 million or 19.4% in tape library revenues was due to decreased sales of our tape library products in the TLS and XLS product lines and decreases in service and miscellaneous revenues, partially offset by increased revenues from our RLS product line and media.

 

 

 
23

 

 

 

Gross Profit.  Gross profit was $3.5 million in fiscal 2013 as compared to $3.7 million in fiscal 2012. The decrease of approximately $0.2 million, or 6.4%, is attributed to the restructuring of our operations and the outsourcing of storage manufacturing to CTS.

 

Engineering.  Engineering expenses were $3.3 million in fiscal 2013 as compared to $2.7 million in fiscal 2012. The increase of approximately $0.6 million, or 23.8%, is primarily attributed to an increase in compensation expenses related to headcount additions and consultant fees.

 

Sales and Marketing.  Sales and marketing expenses were $3.0 million in fiscal 2013, as compared to $1.9 million in fiscal 2012. The increase of approximately $1.1 million, or 59.1%, is attributed to increased compensation and commission expenses related to headcount additions and increased advertising and promotion expenses.

 

General and Administrative.  General and administrative expenses were $4.9 million in fiscal 2013 as compared to $3.2 million in fiscal 2012. The increase of approximately $1.7 million, or 50.4%, is primarily attributed to an increase in legal expenses incurred in opposition to an unsolicited partial tender offer and the proxy contest and Annual Shareholder meeting, and increased investor relation expenses, increased compensation in executive salaries and travel expenses.

 

Restructuring Expense. Restructuring expenses of $2.7 million in fiscal 2013 is primarily attributed to a $1.3 million lease abandonment cost relating to the remaining contractual lease payments from September 2012 through December 2015 as we decreased our total square footage, from 56,938 square feet to approximately 20,000 square feet. We also hired contractors and a moving company to expedite the moving process resulting in approximately $1.0 million in restructuring expenses. We reduced our workforce as CTS hired key manufacturing resources, and we paid our departing employees severance costs of approximately $0.4 million in fiscal 2013. We did not have restructuring expenses in fiscal 2012.

 

Other Income and Expenses.  Other income and expense in fiscal 2013 was $48,000, comprised of $105,000 investment income, offset by $57,000 million in litigation expenses. Other income and expense in fiscal 2012 was $24,000, comprised of $165,000 investment income, offset by $141,000 in litigation fees.

 

Provision for Income Taxes.   We had no provision for income taxes for fiscal 2013. We had a provision for income taxes of $16,000 in fiscal 2012.

 

 

Fiscal 2012 Compared to Fiscal 2011

 

Net Revenues.  Net revenues were $17.1 million in fiscal 2012 as compared to $18.3 million in fiscal 2011. The decrease of approximately $1.2 million, or 6.7% is attributed primarily to a decrease of $2.2 million in sales of tape libraries, partially offset by a $1.0 million increase in sales of power supplies.

 

Power Supply Segment

Revenues attributed to our power supply segment were $9.4 million, or 55.2% of revenues, in fiscal 2012 as compared to $8.5 million, or 46.2% of revenues, in fiscal 2011. The increase of $0.9 million, or 11.4%, was due to increased sales to original equipment manufacturers and distributors of an expanded power supply product line.

 

Tape Library Segment

Revenues attributed to our tape library segment were $7.7 million or 44.8% of revenues in fiscal 2012, as compared to $9.8 million, or 53.8% of revenues in fiscal 2011. The decrease in tape library revenues was due to decreased sales of our tape library products in the TLS and XLS product lines and decreases in service, media and miscellaneous revenues, partially offset by increased revenues from our RLS product line.

 

Gross Profit.  Gross profit was $3.7 million in fiscal 2012 as compared to $6.7 million in fiscal 2011. The decrease of approximately $3.0 million, or 45.1%, is attributed to a decrease in revenues, change in product mix and an increase in inventory reserves.  Inventory reserves increased in fiscal 2012 due to the end of life on the TLS and RLS legacy product lines, in existence for 15 and 10 years, respectively.

 

Engineering.  Engineering expenses were $2.7 million in fiscal 2012, comparable to $2.7 million in fiscal 2011.

 

Sales and Marketing.  Sales and marketing expenses were $1.9 million in fiscal 2012, as compared to $2.3 million in fiscal 2011. The decrease of approximately $0.4 million, or 18.0%, is attributed to lower compensation and commission expenses related to headcount reductions and lower advertising and promotion expenses.

 

 

 
24

 

 

 

General and Administrative.  General and administrative expenses were $3.2 million in fiscal 2012 as compared to $2.5 million in fiscal 2011. The increase of approximately $0.7 million, or 27.9%, is primarily attributed to an increase in legal and proxy expenses related to the special Shareholder meeting and legal fee accruals related to pending litigation.

 

Other Income and Expenses.  Other income and expense in fiscal 2012 was $24,000, comprised of $165,000 investment income, offset by $141,000 in litigation fees.

 

Provision or Benefit for Income Taxes.   Provision for income taxes was $16,000 in fiscal 2012 compared to a benefit for income taxes of $5,000 in fiscal 2011.

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

Cash used in operating activities was $6.5 million in fiscal 2013 and $1.5 million in each of fiscal 2012 and 2011. Cash used in operating activities in fiscal 2013 relates primarily to our net loss for the year and an increase in accounts receivable, partially offset by a decrease in inventories and an increase in other accrued liabilities. Cash used in operating activities in fiscal 2012 relates primarily to our net loss for the year, an increase in inventories and a decrease in accrued payroll and related liabilities, partially offset by inventory reserves and an increase in accounts payable and other accrued liabilities. Cash used in operating activities in fiscal 2011 relates primarily to our net loss for the year and an increase in accounts receivable and inventories, partially offset by an increase in accounts payable.

 

Cash provided by investing activities was $1.1 million in fiscal 2013, $4.0 million in fiscal 2012 and $4.2 million in fiscal 2011. Cash provided by investing activities in all three fiscal years relates primarily to proceeds from the sale of marketable securities, partially offset by purchases of marketable securities and equipment.

 

Cash was not used in financing activities in fiscal years 2013, 2012 and 2011.

 

As of June 30, 2013, we had $1.9 million in cash and cash equivalents and $11.9 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 periodically 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, 2013:

 

Year Ended June 30,

 

Operating

Leases

   

Purchase

Obligations

   

Total

 
   

(In thousands)

 

2014

    541       955       1,496  

2015

    540       -       540  

2016

    273       -       273  
    $ 1,354     $ 955     $ 2,309  

 

Purchase obligations in the table above represent the value of open purchase orders as of June 30, 2013. 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.

 

 

 
25

 

 

 

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

 

  Financial Statements

       

Report of Independent Registered Public Accounting Firm (SingerLewak LLP)

    27  

Balance Sheets

    28  

Statements of Comprehensive Loss

    29  

Statements of Shareholders’ Equity

    30  

Statements of Cash Flows

    31  

Notes to Financial Statements

    32  

 

  

 

 
26

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

To the Board of Directors and Shareholders of Qualstar Corporation

 

We have audited the accompanying balance sheets of Qualstar Corporation (the “Company”) as of June 30, 2013, and 2012, and the related statements of comprehensive loss, shareholders' equity, and cash flows for each of the three years in the period ended June 30, 2013. 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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, as well as 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 financial position of Qualstar Corporation as of June 30, 2013 and 2012, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2013, in conformity with U.S. generally accepted accounting principles.

 

 

 

 

/s/ SingerLewak LLP

 

 

Los Angeles, California

September 30, 2013

 

 

 
27

 

 

 

QUALSTAR CORPORATION

BALANCE SHEETS

(In thousands)

 

   

June 30,

 
   

2013

   

2012

 

ASSETS

 

Current assets:

               

Cash and cash equivalents

  $ 1,966     $ 7,381  

Marketable securities, short-term

    6,305       7,135  

Accounts receivable, net of allowance for doubtful accounts of $68 at June 30, 2013 and $38 at June 30, 2012

    3,140       2,995  

Receivable from CTS for manufacturing inventories, net of allowance for returns of $203 at June 30, 2013 and $0 at June 30, 2012

    644        

Inventories, net

    1,628       4,475  

Prepaid expenses and other current assets

    363       151  

Total current assets

    14,046       22,137  

Property and equipment, net

    545       268  

Marketable securities, long-term

    5,546       6,369  

Other assets

    70       50  

Total assets

  $ 20,207     $ 28,824  

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

Current liabilities:

               

Accounts payable

  $ 2,089     $ 2,039  

Accrued payroll and related liabilities

    424       332  

Other accrued liabilities

    2,932       1,374  

Total current liabilities

    5,445       3,745  
                 

Other long-term liabilities

    17       26  
                 
                 

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, 2013 and June 30, 2012

    18,938       18,878  

Accumulated other comprehensive income

    4       9  

(Accumulated deficit) retained earnings

    (4,197

)

    6,166  

Total shareholders’ equity

    14,745       25,053  

Total liabilities and shareholders’ equity

  $ 20,207     $ 28,824  

 

See accompanying notes

 

 

 
28

 

 

 

QUALSTAR CORPORATION

STATEMENTS OF COMPREHENSIVE LOSS

(In thousands, except per share amounts)

 

   

Year Ended June 30,

 
   

2013

   

2012

   

2011

 

Net revenues

  $ 12,642     $ 17,081     $ 18,302  

Cost of goods sold

    9,187       13,390       11,573  

Gross profit

    3,455       3,691       6,729  

Operating expenses:

                       

Engineering

    3,290       2,657       2,744  

Sales and marketing

    3,035       1,908       2,327  

General and administrative

    4,875       3,241       2,534  

Restructuring expense

    2,666       -       -  

Total operating expenses

    13,866       7,806       7,605  

Loss from operations

    (10,411

)

    (4,115

)

    (876

)

Other income

    48       24       191  

Loss before income taxes

    (10,363

)

    (4,091

)

    (685

)

Provision (benefit) for income taxes

    -       16       (5

)

Net loss

  $ (10,363

)

  $ (4,107

)

  $ (680

)

Change in unrealized losses on investments

    (5

)

    (29

)

    (26

)

Comprehensive loss

  $ (10,368

)

  $ (4,136

)

  $ (706

)

Loss per share:

                       

Basic and Diluted

  $ (0.85

)

  $ (0.34

)

  $ (0.06

)

Shares used to compute loss per share:

                       

Basic and Diluted

    12,253       12,253       12,253  

Cash dividends declared per common share

  $ 0.00     $ 0.00     $ 0.00  

 

See accompanying notes

 

 

 
29

 

 

 

QUALSTAR CORPORATION

STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)

 

   

Common Stock

   

Accumulated

Other

Comprehensive

Income

   

Retained

Earnings (Accumulated

         
   

Shares

   

Amount

   

(Loss)

   

Deficit)

   

Total

 

Balances at June 30, 2011

    12,253     $ 18,869     $ 38     $ 10,273     $ 29,180  

Stock based compensation

          9                   9  

Comprehensive loss:

                                       

Net loss

                      (4,107

)

    (4,107

)

Change in unrealized loss on investments

                (29

)

          (29

)

Comprehensive loss

                                    (4,136

)

Balances at June 30, 2012

    12,253     $ 18,878     $ 9     $ 6,166     $ 25,053  

Stock based compensation

          60                   60  

Comprehensive loss:

                                       

Net loss

                      (10,363

)

    (10,363

)

Change in unrealized loss on investments

                (5

)

          (5

)

Comprehensive loss

                                    (10,368

)

Balances at June 30, 2013

    12,253     $ 18,938     $ 4     $ (4,197

)

  $ 14,745  

 

See accompanying notes

 

 

 
30

 

 

 

QUALSTAR CORPORATION

STATEMENTS OF CASH FLOWS

(In thousands)

 

   

Year Ended June 30,

 
   

2013

   

2012

   

2011

 

OPERATING ACTIVITIES:

                       

Net loss

  $ (10,363

)

  $ (4,107

)

  $ (680

)

Adjustments to reconcile net loss to net cash used in operating activities:

                       

Depreciation and amortization

    176       100       129  

Provision for bad debts and returns, net

    31       35       67  

Provision for inventory reserve

    640       1,448       49  

Stock based compensation

    60       9       39  

Loss on sale of securities

    54       74       18  

Changes in operating assets and liabilities:

                       

Accounts receivable

    (820

)

    (25

)

    (243

)

Inventories

    2,207       (250

)

    (898

)

Prepaid expenses and other assets

    (170

)

    164       (20

)

Accounts payable

    50       746       68  

Accrued payroll and related liabilities

    92       (163

)

    (26

)

Other accrued liabilities

    1,558       429       42  

Net cash used in operating activities

    (6,485

)

    (1,540

)

    (1,455

)

INVESTING ACTIVITIES:

                       

Purchases of equipment

    (453

)

    (136

)

    (101

)

Purchases of marketable securities

    (9,488

)

    (13,810

)

    (10,443

)

Proceeds from the sale of marketable securities

    11,011       17,897       14,735  

Net cash provided by investing activities

    1,070       3,951       4,191  

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

    (5,415

)

    2,411       2,736  

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

    7,381       4,970       2,234  

CASH AND CASH EQUIVALENTS, END OF PERIOD

  $ 1,966     $ 7,381     $ 4,970  
                         

SUPPLEMENTAL CASH FLOW DISCLOSURES:

                       

Income taxes paid

  $ 9     $ 9     $ 12  

 

See accompanying notes

 

 

 
31

 

 

 

QUALSTAR CORPORATION

NOTES TO FINANCIAL STATEMENTS

 

Note 1 – Accounting Policies

 

Business

 

Qualstar Corporation was incorporated in California in 1984 to develop and manufacture tape drives for the personal computer and workstation marketplaces. Commencing in 1995, Qualstar 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 utilizing the LTO tape drive technology.

 

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.

 

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

 

We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 605, “Revenue Recognition,” when there is persuasive evidence that an arrangement exists, title and risk of loss have passed, delivery has occurred or the services have been rendered, the sales price is fixed or determinable and collection of the related receivable is reasonably assured.  Title and risk of loss generally pass to our customers upon shipment.  In limited circumstances where either title or risk of loss pass upon destination or acceptance or when collection is not reasonably assured, we defer revenue recognition until such events occur. In general, customers are allowed to return the product, free of penalty, within thirty days of shipment, if the product does not conform to its specifications.

 

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.

 

Revenue for established products that have previously satisfied a customer’s acceptance requirements and provide for full payment tied to shipment is generally recognized upon shipment and passage of title.  In limited cases where a prior history of customer acceptance cannot be demonstrated or sales where customer payment dates are not determinable or when collection is not reasonably assured, revenue is deferred until customer acceptance occurs or payment has been received.  On the limited shipments where sales are not recognized, gross profit is generally recorded as deferred profit in our balance sheet representing the difference between the receivable recorded and the inventory shipped. 

 

In January 2013, Qualstar’s third party service contract provider changed the terms of the agreement with the Company that triggered a change in revenue recognition policy for contract services. The terms of the agreement changed from coverage over the customer’s entire contractual service period to a fee per incident model. As a result, beginning in the quarter ended March 31, 2013, the Company changed its revenue recognition policy regarding the treatment of service revenue received from customers and serviced by the third party service provider from net to gross recording. Revenues for contract services are now deferred at the beginning of the service term and amortized ratably over the life of the contract. Expenses incurred related to fulfilling the service contract are expensed when incurred. This change in revenue recognition is recognized prospectively.

 

 

 
32

 

 

  

As a result of this change in accounting policy, the Company recorded a one-time, non-cash increase to deferred revenues of approximately $454,000 with an equal offset to revenues and net loss.

 

At June 30, 2013, we had deferred revenue of approximately $953,000 and deferred profit of approximately $209,000. At June 30, 2012 we had deferred revenue of approximately $156,000 and no deferred profit.

 

Cash and Cash Equivalents

 

Qualstar classifies as cash equivalents only cash and those investments that are highly-liquid, interest-earning investments with maturities of three months or less from the date of purchase. $100,000 is restricted for use as collateral.

 

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 $54,000 loss, $74,000 loss and $18,000 loss from the sale of marketable securities were recorded in fiscal years 2013, 2012 and 2011, respectively. All of Qualstar’s marketable securities were classified as available-for-sale at June 30, 2013, 2012 and 2011.

  

The Company reviews its marketable securities for any potential investment impairments in accordance with ASC 320, “Investments – Debt and Equity Securities,” 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, 2013.  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 value added resellers 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 all of our investments are in US fixed income securities. We have no outstanding debt nor do we utilize auction rate securities or derivative financial instruments in our investment portfolio. Cash and other investments may be in excess of FDIC insurance limits.

 

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 North America represented approximately 49.7% of net revenues in fiscal 2013, 47.0% of net revenues in fiscal 2012, and 36.1% of net revenues in fiscal 2011.

 

 

 
33

 

 

 

Revenues from Qualstar’s largest customer totaled approximately 9.8% of revenues for the year ended June 30, 2013. Revenues from Qualstar’s largest customer totaled approximately 11.5% of revenues for the year ended June 30, 2012, and revenues from Qualstar’s two largest customers totaled approximately 13.8% and 11.9% respectively of revenues for the year ended June 30, 2011. At June 30, 2013, the largest customer’s accounts receivable balance, net of specific allowances, totaled approximately 8.9% of net accounts receivable. At June 30, 2012, the largest customer’s accounts receivable balance, net of specific allowances, totaled approximately 14.6% of net accounts receivable. At June 30, 2011, the two largest customers’ accounts receivable balances, net of specific allowances, totaled approximately 9.0% and 8.0% respectively of net accounts receivable.

 

Suppliers

 

The primary suppliers of our power supplies segment, N2Power, are located in China. The primary supplier of our tape storage products is located in California. 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, 2013

 

$

38

 

 

$

31

 

 

$

 

 

$

(1

)

 

$

68

 

Year Ended June 30, 2012

 

$

180

 

 

$

35

 

 

$

 

 

$

(177

)

 

$

38

 

Year Ended June 30, 2011

 

$

113

 

 

$

67

 

 

$

 

 

$

 

 

$

180

 

 

(1)

Uncollectible accounts written off, net of recoveries.

 

As part of our margin expansion initiative and working capital reduction program, we entered into a manufacturing and supply agreement with CTS Electronics Manufacturing Solutions, Inc. (“CTS”) on December 20, 2012.  Under this agreement, CTS manufactures Qualstar’s RLS and XLS tape library products and related assemblies on a turnkey basis.   

 

Under our manufacturing contract with CTS, we sold our component and raw material inventory for our storage products to CTS in order to free up our working capital. The receivable for the purchases of this inventory is accounted for as a separate line item on the balance sheet because the amount is not a customer receivable. Also, because the CTS contract provides for return for credit of “excess and obsolete inventory” (defined as inventory which has not been consumed in more than 12 months), we have estimated an allowance for the value of that inventory, based on current customer sales estimates.

 

The gross amount due from CTS at June 30, 2013 was $847,000, offset by an allowance for returns of excess and obsolete material of $203,000.

 

 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 (in years)

5

-

7

Furniture and fixtures (in years)

5

-

7

Computer equipment (in years)

3

-

5

 

 

 
34

 

 

 

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 ASC 360, “Property, Plant and Equipment.” 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 are 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 and reports net freight revenue. All inbound shipping and fulfillment costs are classified as costs of goods sold.

 

Warranty Obligations

 

We provide a three year replacement warranty on all XLS and RLS models that includes replacement of components, or if necessary, complete libraries. XLS libraries sold in North America also include one year of onsite service. Customers may purchase extended replacement service coverage and on-site service if they are located in the United States, Canada and most countries within Europe.

 

We provide a three year warranty on all power supplies that includes repair or if necessary, replacement of the power supply.

 

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.

 

Activity in the liability for product warranty (included in other accrued liabilities) for the periods presented is as follows (in thousands):

   

June 30,

 
   

2013

   

2012

 

Beginning balance

  $ 205     $ 198  

Cost of warranty claims

    (77

)

    (46

)

Accruals for product warranties

    62       53  

Ending balance

  $ 190     $ 205  

 

Engineering

 

All engineering 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, 2013, 2012 and 2011 were approximately $575,000, $229,000, and $321,000, respectively.

 

Fair Value of Financial Instruments

 

We adopted ASC 820, “Fair Value Measurements and Disclosures” 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). ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

 

 

 
35

 

 

 

ASC 820 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, ASC 820 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, 2013 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. Our asset-backed securities are senior tranches in regard to priority of principal repayment and are collateralized by predominantly prime-rated receivables on consumer credit card, automobile loan and utility rate reduction securities.

 

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, 2013 and 2012 (in thousands):

   

June 30, 2013

 
   

Adjusted

Cost

   

Unrealized Gains

   

Unrealized Losses

   

Fair Value

   

Cash &

Cash Equivalents

   

Short-term Marketable Securities

   

Long-term Marketable Securities

 

Level 1:

                                                       

Cash

    1,257       -       -       1,257       1,257                  

Money Market Funds

    709       -       -