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FORM 10-Q
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[x]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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QUICKLOGIC CORPORATION
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(Exact name of registrant as specified in its charter)
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DELAWARE
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77-0188504
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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[ ]
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Accelerated Filer
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[x]
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Non-accelerated filer
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[ ] (Do not check if a smaller reporting company)
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Smaller Reporting Company
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[ ]
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Page
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Condensed Unaudited Consolidated Statements of Operations for the Three Months and Six Months Ended
July 1, 2012 and July 3, 2011
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Condensed Unaudited Consolidated Statements of Comprehensive Income (Loss) for the Three Months and Six Months Ended
July 1, 2012 and July 3, 2011
|
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Condensed Unaudited Consolidated Statements of Cash Flows for the Three Months and Six Months Ended
July 1, 2012 and July 3, 2011
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|
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|||
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|||
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Three Months Ended
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Six Months Ended
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||||||||||||
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July 1,
2012 |
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July 3,
2011 |
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July 1,
2012 |
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July 3,
2011 |
||||||||
Revenue
|
$
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4,071
|
|
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$
|
5,737
|
|
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$
|
8,201
|
|
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$
|
11,284
|
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Cost of revenue
|
2,026
|
|
|
1,966
|
|
|
4,397
|
|
|
3,905
|
|
||||
Gross profit
|
2,045
|
|
|
3,771
|
|
|
3,804
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|
|
7,379
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||
Research and development
|
2,452
|
|
|
3,312
|
|
|
5,254
|
|
|
5,115
|
|
||||
Selling, general and administrative
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2,749
|
|
|
2,543
|
|
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5,446
|
|
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5,150
|
|
||||
Income (loss) from operations
|
(3,156
|
)
|
|
(2,084
|
)
|
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(6,896
|
)
|
|
(2,886
|
)
|
||||
Interest expense
|
(24
|
)
|
|
(18
|
)
|
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(37
|
)
|
|
(26
|
)
|
||||
Interest income and other, net
|
(50
|
)
|
|
(13
|
)
|
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(63
|
)
|
|
(17
|
)
|
||||
Income (loss) before income taxes
|
(3,230
|
)
|
|
(2,115
|
)
|
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(6,996
|
)
|
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(2,929
|
)
|
||||
Provision for (benefit from) income taxes
|
6
|
|
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(55
|
)
|
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(39
|
)
|
|
9
|
|
||||
Net income (loss)
|
$
|
(3,236
|
)
|
|
$
|
(2,060
|
)
|
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$
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(6,957
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)
|
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$
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(2,938
|
)
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Net Income (loss) per share:
|
|
|
|
|
|
|
|
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||||
Basic
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$
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(0.08
|
)
|
|
$
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(0.05
|
)
|
|
$
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(0.18
|
)
|
|
$
|
(0.07
|
)
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Diluted
|
$
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(0.08
|
)
|
|
$
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(0.05
|
)
|
|
$
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(0.18
|
)
|
|
$
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(0.07
|
)
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Weighted average shares:
|
|
|
|
|
|
|
|
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||||
Basic
|
40,154
|
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38,376
|
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39,401
|
|
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38,224
|
|
||||
Diluted
|
40,154
|
|
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38,376
|
|
|
39,401
|
|
|
38,224
|
|
|
Three Months Ended
|
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Six Months Ended
|
||||||||||||
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July 1,
2012 |
|
July 3,
2011 |
|
July 1,
2012 |
|
July 3,
2011 |
||||||||
Net income (loss)
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$
|
(3,236
|
)
|
|
$
|
(2,060
|
)
|
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$
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(6,957
|
)
|
|
$
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(2,938
|
)
|
Other comprehensive gain (loss), net of tax:
|
|
|
|
|
|
|
|
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|||||||
Unrealized gain (loss) on available-for-sale investments
|
(135
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)
|
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(103
|
)
|
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(37
|
)
|
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(142
|
)
|
||||
Total comprehensive income (loss)
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$
|
(3,371
|
)
|
|
$
|
(2,163
|
)
|
|
$
|
(6,994
|
)
|
|
$
|
(3,080
|
)
|
|
July 1,
2012 |
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January 1,
2012 |
||||
ASSETS
|
|
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|
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Current assets:
|
|
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|
|
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Cash and cash equivalents
|
$
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26,867
|
|
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$
|
20,203
|
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Short-term investment in TowerJazz Semiconductor Ltd.
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432
|
|
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406
|
|
||
Accounts receivable, net of allowances for doubtful accounts of $20 and $10, respectively
|
1,661
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1,585
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|
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Inventories
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2,727
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3,764
|
|
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Other current assets
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862
|
|
|
613
|
|
||
Total current assets
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32,549
|
|
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26,571
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|
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Property and equipment, net
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2,711
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2,181
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|
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Other assets
|
214
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|
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211
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|
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TOTAL ASSETS
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$
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35,474
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$
|
28,963
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities:
|
|
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|
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Trade payables
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$
|
2,105
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|
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$
|
2,464
|
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Accrued liabilities
|
1,543
|
|
|
1,118
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|
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Deferred royalty revenue
|
—
|
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8
|
|
||
Current portion of debt and capital lease obligations
|
287
|
|
|
141
|
|
||
Total current liabilities
|
3,935
|
|
|
3,731
|
|
||
Long-term liabilities:
|
|
|
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|
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Capital lease obligations, less current portion
|
469
|
|
|
146
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|
||
Other long-term liabilities
|
139
|
|
|
148
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|
||
Total liabilities
|
4,543
|
|
|
4,025
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|
||
Commitments and contingencies (see Note 13)
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|
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|
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Stockholders' equity:
|
|
|
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|
|||
Preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued and outstanding
|
—
|
|
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—
|
|
||
Common stock, $0.001 par value; 100,000 shares authorized; 44,016 and 38,636 shares issued and outstanding, respectively
|
44
|
|
|
39
|
|
||
Additional paid-in capital
|
203,007
|
|
|
190,025
|
|
||
Accumulated other comprehensive income
|
76
|
|
|
113
|
|
||
Accumulated deficit
|
(172,196
|
)
|
|
(165,239
|
)
|
||
Total stockholders' equity
|
30,931
|
|
|
24,938
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
35,474
|
|
|
$
|
28,963
|
|
|
Six Months Ended
|
||||||
|
July 1,
2012 |
|
July 3,
2011 |
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income (loss)
|
$
|
(6,957
|
)
|
|
$
|
(2,938
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
587
|
|
|
651
|
|
||
Stock-based compensation
|
818
|
|
|
879
|
|
||
Write-down of inventories
|
428
|
|
|
176
|
|
||
(Gains) losses on disposal of equipment
|
—
|
|
|
(12
|
)
|
||
Tax effect on other comprehensive income
|
(63
|
)
|
|
—
|
|
||
Bad Debt
|
10
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(86
|
)
|
|
1,019
|
|
||
Inventories
|
609
|
|
|
(883
|
)
|
||
Other assets
|
9
|
|
|
64
|
|
||
Trade payables
|
(852
|
)
|
|
(25
|
)
|
||
Accrued liabilities
|
462
|
|
|
(217
|
)
|
||
Deferred royalty revenue
|
(8
|
)
|
|
(132
|
)
|
||
Other long-term liabilities
|
(9
|
)
|
|
(37
|
)
|
||
Net cash provided by (used for) operating activities
|
(5,052
|
)
|
|
(1,455
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures for property and equipment
|
(265
|
)
|
|
(501
|
)
|
||
Net cash provided by (used for) investing activities
|
(265
|
)
|
|
(501
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payment of debt and capital lease obligations
|
(151
|
)
|
|
(201
|
)
|
||
Net proceeds from issuance of common stock
|
12,132
|
|
|
1,640
|
|
||
Net cash provided by (used for) financing activities
|
11,981
|
|
|
1,439
|
|
||
Net increase (decrease) in cash and cash equivalents
|
6,664
|
|
|
(517
|
)
|
||
Cash and cash equivalents at beginning of period
|
20,203
|
|
|
21,956
|
|
||
Cash and cash equivalents at end of period
|
$
|
26,867
|
|
|
$
|
21,439
|
|
|
|
|
|
||||
Supplemental schedule of non-cash investing and financing activities :
|
|
|
|
|
|
||
Capital lease obligation to finance capital expenditures and related maintenance
|
$
|
756
|
|
|
$
|
207
|
|
Purchase of equipment included in accounts payable
|
$
|
52
|
|
|
$
|
154
|
|
|
As of
|
||||||
|
July 1,
2012 |
|
January 1,
2012 |
||||
|
(in thousands)
|
||||||
Inventories:
|
|
|
|
||||
Raw materials
|
$
|
30
|
|
|
$
|
52
|
|
Work-in-process
|
2,337
|
|
|
3,261
|
|
||
Finished goods
|
360
|
|
|
451
|
|
||
|
$
|
2,727
|
|
|
$
|
3,764
|
|
Other current assets:
|
|
|
|
||||
Prepaid expenses
|
$
|
824
|
|
|
$
|
575
|
|
Other
|
38
|
|
|
38
|
|
||
|
$
|
862
|
|
|
$
|
613
|
|
Property and equipment:
|
|
|
|
||||
Equipment
|
$
|
12,669
|
|
|
$
|
12,200
|
|
Software
|
6,858
|
|
|
7,065
|
|
||
Furniture and fixtures
|
747
|
|
|
747
|
|
||
Leasehold improvements
|
659
|
|
|
659
|
|
||
|
20,933
|
|
|
20,671
|
|
||
Accumulated depreciation and amortization
|
(18,222
|
)
|
|
(18,490
|
)
|
||
|
$
|
2,711
|
|
|
$
|
2,181
|
|
Accrued liabilities:
|
|
|
|
||||
Employee related accruals
|
$
|
1,324
|
|
|
$
|
845
|
|
Other
|
219
|
|
|
273
|
|
||
|
$
|
1,543
|
|
|
$
|
1,118
|
|
|
As of
|
||||||
|
July 1,
2012 |
|
January 1,
2012 |
||||
|
(in thousands)
|
||||||
Debt and capital lease obligations:
|
|
|
|
|
|
||
Capital leases
|
$
|
756
|
|
|
$
|
287
|
|
|
756
|
|
|
287
|
|
||
Current portion of debt and capital lease obligations
|
(287
|
)
|
|
(141
|
)
|
||
Long term portion of debt and capital lease obligations
|
$
|
469
|
|
|
$
|
146
|
|
•
|
Level 1
– Inputs are quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2
– Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
|
•
|
Level 3
– Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.
|
|
As of July 1, 2012
|
|
As of January 1, 2012
|
||||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
(1)
|
$
|
24,356
|
|
|
$
|
24,356
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,826
|
|
|
$
|
18,826
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment in TowerJazz Semiconductor Ltd.
(2)
|
432
|
|
|
432
|
|
|
—
|
|
|
—
|
|
|
406
|
|
|
406
|
|
|
—
|
|
|
—
|
|
||||||||
Total assets
|
$
|
24,788
|
|
|
$
|
24,788
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,232
|
|
|
$
|
19,232
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(2)
|
The Company expects to sell TowerJazz marketable securities at the fair market value at such time as it deems appropriate.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1,
2012 |
|
July 3,
2011 |
|
July 1,
2012 |
|
July 3,
2011 |
||||||||
Cost of revenue
|
$
|
39
|
|
|
$
|
35
|
|
|
$
|
71
|
|
|
$
|
70
|
|
Research and development
|
99
|
|
|
119
|
|
|
192
|
|
|
240
|
|
||||
Selling, general and administrative
|
296
|
|
|
282
|
|
|
555
|
|
|
569
|
|
||||
Total costs and expenses
|
$
|
434
|
|
|
$
|
436
|
|
|
$
|
818
|
|
|
$
|
879
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
July 1,
2012 |
|
July 3,
2011 |
|
July 1,
2012 |
|
July 3,
2011 |
||||
Expected term (years)
|
6.53
|
|
|
4.93
|
|
|
6.22
|
|
|
4.93
|
|
Risk-free interest rate
|
1.16
|
%
|
|
1.99
|
%
|
|
1.10
|
%
|
|
2.00
|
%
|
Expected volatility
|
59.03
|
%
|
|
58.69
|
%
|
|
59.65
|
%
|
|
58.50
|
%
|
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
•
|
Expected term: The expected term represents the period that the Company's stock-based awards are expected to be outstanding and is estimated based on historical experience.
|
•
|
Risk-free interest rate: The risk-free interest rate assumption is based upon the risk-free rate of a Treasury Constant Maturity bond with a maturity appropriate for the expected term of the Company's employee stock options.
|
•
|
Expected volatility: The Company determines expected volatility based on historical volatility of the Company's common stock according to the expected term of the options.
|
•
|
Expected dividend yield: The expected dividend assumption is based on the Company's intent not to issue a dividend under its dividend policy.
|
|
Shares
Available for Grant
|
|
|
(in thousands)
|
|
Balance at January 1, 2012
|
2,969
|
|
Authorized
|
—
|
|
Options granted
|
(181
|
)
|
Options forfeited or expired
|
371
|
|
RSUs granted
|
(2
|
)
|
RSUs forfeited or expired
|
—
|
|
Balance at July 1, 2012
|
3,157
|
|
|
Number of Shares
|
|
Weighted
Average Exercise
Price
|
|
Weighted
Average
Remaining Term
|
|
Aggregate
Intrinsic Value
|
||||||
|
(in thousands)
|
|
|
|
(in years)
|
|
(in thousands)
|
||||||
Balance outstanding at January 1, 2012
|
7,483
|
|
|
$
|
2.58
|
|
|
|
|
|
|||
Granted
|
181
|
|
|
3.29
|
|
|
|
|
|
||||
Forfeited or expired
|
(371
|
)
|
|
3.92
|
|
|
|
|
|
||||
Exercised
|
(135
|
)
|
|
2.02
|
|
|
|
|
|
||||
Balance outstanding at July 1, 2012
|
7,158
|
|
|
$
|
2.54
|
|
|
6.19
|
|
|
$
|
2,469
|
|
Exercisable at July 1, 2012
|
4,976
|
|
|
$
|
2.53
|
|
|
5.24
|
|
|
$
|
2,043
|
|
Vested and expected to vest at July 1, 2012
|
6,910
|
|
|
$
|
2.54
|
|
|
6.10
|
|
|
$
|
2,452
|
|
|
RSUs Outstanding
|
|||||
|
Number of Shares
|
|
Weighted Average
Grant Date Fair Value
|
|||
|
(in thousands)
|
|
|
|||
Nonvested at January 1, 2012
|
—
|
|
|
$
|
—
|
|
Granted
|
2
|
|
|
2.52
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested at July 1, 2012
|
2
|
|
|
$
|
2.52
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
July 1,
2012 |
|
July 3,
2011 |
|
July 1,
2012 |
|
July 3,
2011 |
||||
Expected term (months)
|
6.08
|
|
|
6.00
|
|
|
6.08
|
|
|
6.00
|
|
Risk-free interest rate
|
0.14
|
%
|
|
0.10
|
%
|
|
0.14
|
%
|
|
0.10
|
%
|
Volatility
|
67.93
|
%
|
|
47.00
|
%
|
|
67.93
|
%
|
|
47.00
|
%
|
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
•
|
Expected term: The expected term represents the length of the purchase period contained in the ESPP.
|
•
|
Risk-free interest rate: The risk-free interest rate assumption is based upon the risk-free rate of a Treasury Constant Maturity bond with a maturity appropriate for the term of the purchase period.
|
•
|
Volatility: The Company determines expected volatility based on historical volatility of the Company's common stock for the term of the purchase period.
|
•
|
Dividend yield: The expected dividend assumption is based on the Company's intent not to issue a
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1,
2012 |
|
July 3,
2011 |
|
July 1,
2012 |
|
July 3,
2011 |
||||||||
Revenue by product line
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||
New products
|
$
|
1,718
|
|
|
$
|
1,190
|
|
|
$
|
3,357
|
|
|
$
|
2,410
|
|
Mature products
|
2,353
|
|
|
4,547
|
|
|
4,844
|
|
|
8,874
|
|
||||
Total revenue
|
$
|
4,071
|
|
|
$
|
5,737
|
|
|
$
|
8,201
|
|
|
$
|
11,284
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1,
2012 |
|
July 3,
2011 |
|
July 1,
2012 |
|
July 3,
2011 |
||||||||
Revenue by geography:
|
|
|
|
|
|
|
|
|
|
|
|
||||
United States
|
$
|
1,179
|
|
|
$
|
1,907
|
|
|
$
|
2,489
|
|
|
$
|
4,668
|
|
Japan
|
929
|
|
|
616
|
|
|
1,809
|
|
|
1,191
|
|
||||
China
|
847
|
|
|
1,099
|
|
|
1,359
|
|
|
1,871
|
|
||||
Europe
|
596
|
|
|
1,346
|
|
|
1,078
|
|
|
2,065
|
|
||||
Malaysia
|
344
|
|
|
586
|
|
|
952
|
|
|
1,066
|
|
||||
Rest of Asia Pacific
|
124
|
|
|
121
|
|
|
355
|
|
|
276
|
|
||||
Rest of North America
|
52
|
|
|
62
|
|
|
159
|
|
|
147
|
|
||||
Total revenue
|
$
|
4,071
|
|
|
$
|
5,737
|
|
|
$
|
8,201
|
|
|
$
|
11,284
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
July 1,
2012 |
|
July 3,
2011 |
|
July 1,
2012 |
|
July 3,
2011 |
||||
Distributor “A”
|
20
|
%
|
|
44
|
%
|
|
26
|
%
|
|
40
|
%
|
Distributor “C”
|
19
|
%
|
|
*
|
|
|
19
|
%
|
|
*
|
|
Distributor “D”
|
21
|
%
|
|
16
|
%
|
|
19
|
%
|
|
15
|
%
|
Customer “B”
|
11
|
%
|
|
21
|
%
|
|
15
|
%
|
|
18
|
%
|
Customer “D”
|
14
|
%
|
|
*
|
|
|
11
|
%
|
|
*
|
|
Customer “E”
|
*
|
|
|
14
|
%
|
|
*
|
|
|
*
|
|
Customer “F”
|
10
|
%
|
|
*
|
|
|
10
|
%
|
|
*
|
|
*
|
Represents less than 10% of revenue for the period presented.
|
|
July 1,
2012 |
|
January 1,
2012 |
||
Distributor “A”
|
26
|
%
|
|
30
|
%
|
Distributor “B”
|
13
|
%
|
|
*
|
|
Distributor “D”
|
10
|
%
|
|
*
|
|
Customer "C"
|
*
|
|
|
23
|
%
|
*
|
Represents less than 10% of accounts receivable as of the date presented.
|
|
Operating
Leases
|
||
|
(in thousands)
|
||
Fiscal Years
|
|
|
|
2012
|
$
|
274
|
|
2013
|
69
|
|
|
2014 and thereafter
|
—
|
|
|
|
$
|
343
|
|
|
Three Months Ended
|
||||
|
July 1,
2012 |
|
July 3,
2011 |
||
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
Cost of revenue
|
49.8
|
%
|
|
34.3
|
%
|
Gross profit
|
50.2
|
%
|
|
65.7
|
%
|
Operating expenses:
|
|
|
|
||
Research and development
|
60.2
|
%
|
|
57.7
|
%
|
Selling, general and administrative
|
67.5
|
%
|
|
44.3
|
%
|
Income (loss) from operations
|
(77.5
|
)%
|
|
(36.3
|
)%
|
|
|
|
|
||
Interest expense
|
(0.6
|
)%
|
|
(0.3
|
)%
|
Interest income and other, net
|
(1.2
|
)%
|
|
(0.2
|
)%
|
Income (loss) before income taxes
|
(79.3
|
)%
|
|
(36.8
|
)%
|
Provision for (benefit from) income taxes
|
0.1
|
%
|
|
(1.0
|
)%
|
Net Income (loss)
|
(79.4
|
)%
|
|
(35.8
|
)%
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
July 1, 2012
|
|
July 3, 2011
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
Revenue by product line
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
New products
|
$
|
1,718
|
|
|
42
|
%
|
|
$
|
1,190
|
|
|
21
|
%
|
|
$
|
528
|
|
|
44
|
%
|
Mature products
|
2,353
|
|
|
58
|
%
|
|
4,547
|
|
|
79
|
%
|
|
(2,194
|
)
|
|
(48
|
)%
|
|||
Total revenue
|
$
|
4,071
|
|
|
100
|
%
|
|
$
|
5,737
|
|
|
100
|
%
|
|
$
|
(1,666
|
)
|
|
(29
|
)%
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
July 1, 2012
|
|
July 3, 2011
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
Revenue
|
$
|
4,071
|
|
|
100
|
%
|
|
$
|
5,737
|
|
|
100
|
%
|
|
$
|
(1,666
|
)
|
|
(29
|
)%
|
Cost of revenue
|
2,026
|
|
|
50
|
%
|
|
1,966
|
|
|
34
|
%
|
|
60
|
|
|
3
|
%
|
|||
Gross Profit
|
$
|
2,045
|
|
|
50
|
%
|
|
$
|
3,771
|
|
|
66
|
%
|
|
$
|
(1,726
|
)
|
|
(46
|
)%
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
July 1, 2012
|
|
July 3, 2011
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
R&D expense
|
$
|
2,452
|
|
|
60
|
%
|
|
$
|
3,312
|
|
|
58
|
%
|
|
$
|
(860
|
)
|
|
(26
|
)%
|
SG&A expense
|
2,749
|
|
|
68
|
%
|
|
2,543
|
|
|
44
|
%
|
|
206
|
|
|
8
|
%
|
|||
Total operating expenses
|
$
|
5,201
|
|
|
128
|
%
|
|
$
|
5,855
|
|
|
102
|
%
|
|
$
|
(654
|
)
|
|
(11
|
)%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
July 1,
2012 |
|
July 3,
2011 |
|
Amount
|
|
Percentage
|
|||||||
Interest expense
|
$
|
(24
|
)
|
|
$
|
(18
|
)
|
|
$
|
(6
|
)
|
|
33
|
%
|
Interest income and other, net
|
(50
|
)
|
|
(13
|
)
|
|
(37
|
)
|
|
285
|
%
|
|||
|
$
|
(74
|
)
|
|
$
|
(31
|
)
|
|
$
|
(43
|
)
|
|
139
|
%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
July 1,
2012 |
|
July 3,
2011 |
|
Amount
|
|
Percentage
|
|||||||
Provision for (benefit from) income taxes
|
$
|
6
|
|
|
$
|
(55
|
)
|
|
$
|
61
|
|
|
(111
|
)%
|
|
Six Months Ended
|
|
|
|
|
|||||||||||||||
|
July 1, 2012
|
|
July 3, 2011
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
Revenue by product line
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
New products
|
$
|
3,357
|
|
|
41
|
%
|
|
$
|
2,410
|
|
|
21
|
%
|
|
$
|
947
|
|
|
39
|
%
|
Legacy products
|
4,844
|
|
|
59
|
%
|
|
8,874
|
|
|
79
|
%
|
|
(4,030
|
)
|
|
(45
|
)%
|
|||
Total revenue
|
$
|
8,201
|
|
|
100
|
%
|
|
$
|
11,284
|
|
|
100
|
%
|
|
$
|
(3,083
|
)
|
|
(27
|
)%
|
|
Six Months Ended
|
|
|
|
|
|||||||||||||||
|
July 1, 2012
|
|
July 3, 2011
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
Revenue
|
$
|
8,201
|
|
|
100
|
%
|
|
$
|
11,284
|
|
|
100
|
%
|
|
$
|
(3,083
|
)
|
|
(27
|
)%
|
Cost of revenue
|
4,397
|
|
|
54
|
%
|
|
3,905
|
|
|
35
|
%
|
|
492
|
|
|
13
|
%
|
|||
Gross Profit
|
$
|
3,804
|
|
|
46
|
%
|
|
$
|
7,379
|
|
|
65
|
%
|
|
$
|
(3,575
|
)
|
|
(48
|
)%
|
|
Six Months Ended
|
|
|
|
|
|||||||||||||||
|
July 1, 2012
|
|
July 3, 2011
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
R&D expense
|
$
|
5,254
|
|
|
64
|
%
|
|
$
|
5,115
|
|
|
45
|
%
|
|
$
|
139
|
|
|
3
|
%
|
SG&A expense
|
5,446
|
|
|
66
|
%
|
|
5,150
|
|
|
46
|
%
|
|
296
|
|
|
6
|
%
|
|||
Total operating expenses
|
$
|
10,700
|
|
|
130
|
%
|
|
$
|
10,265
|
|
|
91
|
%
|
|
$
|
435
|
|
|
4
|
%
|
|
Six Months Ended
|
|
Change
|
|||||||||||
|
July 1,
2012 |
|
July 3,
2011 |
|
Amount
|
|
Percentage
|
|||||||
Interest expense
|
$
|
(37
|
)
|
|
$
|
(26
|
)
|
|
$
|
(11
|
)
|
|
42
|
%
|
Interest income and other, net
|
(63
|
)
|
|
(17
|
)
|
|
(46
|
)
|
|
271
|
%
|
|||
|
$
|
(100
|
)
|
|
$
|
(43
|
)
|
|
$
|
(57
|
)
|
|
133
|
%
|
|
Six Months Ended
|
|
Change
|
||||||||||
|
July 1,
2012 |
|
July 3,
2011 |
|
Amount
|
|
Percentage
|
||||||
Provision for (benefit from) Income Taxes
|
$
|
(39
|
)
|
|
9
|
|
|
$
|
(48
|
)
|
|
(533
|
)%
|
|
Payments Due by Period
|
||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
More than
3 Years
|
||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating leases
|
$
|
343
|
|
|
$
|
324
|
|
|
$
|
19
|
|
|
$
|
—
|
|
Wafer purchases
(1)
|
487
|
|
|
487
|
|
|
—
|
|
|
—
|
|
||||
Other purchase commitments
|
1,708
|
|
|
1,608
|
|
|
100
|
|
|
—
|
|
||||
Total contractual cash obligations
|
2,538
|
|
|
2,419
|
|
|
119
|
|
|
—
|
|
||||
Other commercial commitments
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revolving line of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Capital lease obligations
|
756
|
|
|
287
|
|
|
469
|
|
|
—
|
|
||||
Total commercial commitments
|
756
|
|
|
287
|
|
|
469
|
|
|
—
|
|
||||
Total contractual obligations and commercial commitments
(3)
|
$
|
3,294
|
|
|
$
|
2,706
|
|
|
$
|
588
|
|
|
$
|
—
|
|
(1)
|
Certain of our wafer manufacturers require us to forecast wafer starts several months in advance. We are committed to take delivery of and pay for a portion of forecasted wafer volume. Wafer purchase commitments of
$487,000
include both firm purchase commitments and a portion of our forecasted wafer starts as of
July 1, 2012
.
|
(2)
|
Other commercial commitments are included as liabilities on our balance sheets as of
July 1, 2012
.
|
(3)
|
Does not include unrecognized tax benefits of
$78,000
as of
July 1, 2012
. See Note 11 of the Condensed Unaudited Consolidated Financial Statements.
|
Exhibit
Number
|
|
Description
|
3.1
(1)
|
|
Amended and Restated Certificate of Incorporation of Registrant.
|
3.2
(2)
|
|
Bylaws of Registrant.
|
4.1
(3)
|
|
Warrant to Purchase Common Stock.
|
4.2
(4)
|
|
Warrant to Purchase Common Stock.
|
10.33
(5)
|
|
Eighth Amendment to Second Amended and Restated Loan and Security Agreement.
|
10.34
|
|
Third Amendment to Lease between NetApp, Inc. and QuickLogic Corporation dated July 16, 2012.
|
31.1
|
|
CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32
|
|
CEO and CFO Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(3)
|
Incorporated by reference to the Company's Current Report on Form 8-K (Item 1.01) filed on November 17, 2009.
|
(4)
|
Incorporated by reference to the Company's Current Report on Form 8-K (Item 8.01) filed on June 4, 2012.
|
|
|
QUICKLOGIC CORPORATION
|
|
|
|
|
|
/s/ Ralph S. Marimon
|
Date:
|
August 3, 2012
|
Ralph S. Marimon
|
|
|
Vice President, Finance and Chief Financial Officer
(as Principal Accounting and Financial Officer and on behalf of the
Registrant)
|
Exhibit
Number
|
|
Description
|
3.1
(1)
|
|
Amended and Restated Certificate of Incorporation of Registrant.
|
3.2
(2)
|
|
Bylaws of Registrant.
|
4.1
(3)
|
|
Warrant to Purchase Common Stock.
|
4.2
(4)
|
|
Warrant to Purchase Common Stock.
|
10.33
(5)
|
|
Eighth Amendment to Second Amended and Restated Loan and Security Agreement.
|
10.34
|
|
Third Amendment to Lease between NetApp, Inc. and QuickLogic Corporation dated July 16, 2012.
|
31.1
|
|
CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32
|
|
CEO and CFO Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(3)
|
Incorporated by reference to the Company's Current Report on Form 8-K (Item 1.01) filed on November 17, 2009.
|
(4)
|
Incorporated by reference to the Company's Current Report on Form 8-K (Item 8.01) filed on June 4, 2012.
|
Months
|
Base Monthly Rent
|
January 1, 2013 through December 31, 2013
|
$57,542
|
January 1, 2014 through December 31, 2014
|
$59,246
|
January 1, 2015 through December 31, 2015
|
$60,952
|
“TENANT”
|
“LANDLORD”
|
QUICKLOGIC CORPORATION,
a Delaware corporation
By:
/s/ ANDREW J. PEASE
Name:
Andrew J. Pease
Its:
President & CEO
|
NETAPP, INC.,
a Delaware corporation
By:
/s/ THOM BRYANT
Name:
Thom Bryant
Its:
VP Workplace Resources
|
1.
|
I have reviewed this quarterly report on Form 10-Q of QuickLogic Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 3, 2012
|
|
|
|
|
|
|
/s/ Andrew J. Pease
|
|
|
Andrew J. Pease
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of QuickLogic Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 3, 2012
|
|
|
|
|
|
|
/s/ Ralph S. Marimon
|
|
|
Ralph S. Marimon
|
|
|
Vice President, Finance and Chief Financial Officer
|
|
By:
|
/s/ Andrew J. Pease
|
|
Date:
|
August 3, 2012
|
|
Name:
|
Andrew J. Pease
|
|
Title:
|
President and Chief Executive Officer
|
|
By:
|
/s/ Ralph S. Marimon
|
|
Date:
|
August 3, 2012
|
|
Name:
|
Ralph S. Marimon
|
|
Title:
|
Vice President, Finance and Chief Financial Officer
|