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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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September 28,
2014 |
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December 29,
2013 |
||||
ASSETS
|
|
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Current assets:
|
|
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Cash and cash equivalents
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$
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31,159
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|
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$
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37,406
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Accounts receivable, net of allowances for doubtful accounts of $0 in both periods
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1,747
|
|
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3,261
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Inventories
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6,878
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4,136
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Other current assets
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964
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1,272
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Total current assets
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40,748
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46,075
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Property and equipment, net
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2,889
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2,840
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Other assets
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228
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|
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211
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TOTAL ASSETS
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$
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43,865
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$
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49,126
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LIABILITIES AND STOCKHOLDERS' EQUITY
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|
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||||
Current liabilities:
|
|
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Revolving line of credit
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$
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—
|
|
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$
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1,000
|
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Trade payables
|
1,724
|
|
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3,578
|
|
||
Accrued liabilities
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1,839
|
|
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3,519
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Current portion of capital lease obligations
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223
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|
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177
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|
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Total current liabilities
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3,786
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8,274
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Long-term liabilities:
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|
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Revolving line of credit
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$
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1,000
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|
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—
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|
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Capital lease obligations, less current portion
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225
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|
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133
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Other long-term liabilities
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64
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121
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Total liabilities
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5,075
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8,528
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Commitments and contingencies (see Note 12)
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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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—
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—
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Common stock, $0.001 par value; 100,000 shares authorized; 55,859 and 53,788 shares issued and outstanding, respectively
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56
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54
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Additional paid-in capital
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237,500
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230,373
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Accumulated deficit
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(198,766
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)
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(189,829
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)
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Total stockholders' equity
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38,790
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40,598
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$
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43,865
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$
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49,126
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Three Months Ended
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Nine Months Ended
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||||||||||||
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September 28,
2014 |
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September 29,
2013 |
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September 28,
2014 |
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September 29,
2013 |
||||||||
Revenue
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$
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4,124
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$
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9,066
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$
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22,124
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$
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17,209
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Cost of revenue
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2,361
|
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6,037
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13,287
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11,210
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||||
Gross profit
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1,763
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3,029
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8,837
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5,999
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||||
Operating expenses:
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||||||
Research and development
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3,057
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2,052
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8,754
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5,902
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Selling, general and administrative
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2,579
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3,207
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8,892
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8,648
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||||
Restructuring costs
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—
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(32
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)
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—
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|
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181
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|
||||
Total operating expenses
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5,636
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5,227
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17,646
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14,731
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Loss from operations
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(3,873
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)
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(2,198
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)
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(8,809
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)
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(8,732
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)
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||||
Gain on sale of TowerJazz Semiconductor Ltd. Shares
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—
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—
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—
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181
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|
||||
Interest expense
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(34
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)
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(8
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)
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(67
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)
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(37
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)
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Interest income and other expense, net
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(17
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)
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(74
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)
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(79
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)
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(130
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)
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||||
Loss before income taxes
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(3,924
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)
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(2,280
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)
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(8,955
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)
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(8,718
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)
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Provision for (benefit from) income taxes
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6
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(18
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)
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(18
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)
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369
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|
||||
Net loss
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$
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(3,930
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)
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$
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(2,262
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)
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$
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(8,937
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)
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$
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(9,087
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)
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Net loss per share:
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Basic
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$
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(0.07
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)
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$
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(0.05
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)
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$
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(0.16
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)
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$
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(0.20
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)
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Diluted
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$
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(0.07
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)
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$
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(0.05
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)
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$
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(0.16
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)
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$
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(0.20
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)
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Weighted average shares:
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Basic
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55,812
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44,761
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55,208
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44,640
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Diluted
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55,812
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44,761
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55,208
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|
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44,640
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Three Months Ended
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Nine Months Ended
|
||||||||||||
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September 28,
2014 |
|
September 29,
2013 |
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September 28,
2014 |
|
September 29,
2013 |
||||||||
Net loss
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$
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(3,930
|
)
|
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$
|
(2,262
|
)
|
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$
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(8,937
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)
|
|
$
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(9,087
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)
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Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
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|||||||
Unrealized loss on available-for-sale investments
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—
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—
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|
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—
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|
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11
|
|
||||
Total comprehensive loss
|
$
|
(3,930
|
)
|
|
$
|
(2,262
|
)
|
|
$
|
(8,937
|
)
|
|
$
|
(9,076
|
)
|
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Nine Months Ended
|
||||||
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September 28,
2014 |
|
September 29,
2013 |
||||
Cash flows from operating activities:
|
|
|
|
|
|
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Net loss
|
$
|
(8,937
|
)
|
|
$
|
(9,087
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
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Depreciation and amortization
|
1,129
|
|
|
952
|
|
||
Stock-based compensation
|
1,750
|
|
|
1,067
|
|
||
Write-down of inventories
|
96
|
|
|
379
|
|
||
Gain on sale of TowerJazz Semiconductor Ltd. Shares
|
—
|
|
|
(181
|
)
|
||
(Gains) losses on disposal of equipment
|
(2
|
)
|
|
27
|
|
||
Write-off of equipment
|
5
|
|
|
3
|
|
||
Tax effect on other comprehensive income
|
—
|
|
|
273
|
|
||
Allowance for doubtful accounts
|
—
|
|
|
(20
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
1,514
|
|
|
(3,733
|
)
|
||
Inventories
|
(2,838
|
)
|
|
(202
|
)
|
||
Other assets
|
291
|
|
|
350
|
|
||
Trade payables
|
(2,106
|
)
|
|
862
|
|
||
Accrued liabilities
|
(635
|
)
|
|
1,396
|
|
||
Other long-term liabilities
|
(57
|
)
|
|
(27
|
)
|
||
Net cash used in operating activities
|
(9,790
|
)
|
|
(7,941
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures for property and equipment
|
(525
|
)
|
|
(1,207
|
)
|
||
Proceeds from sale of fixed assets
|
2
|
|
|
—
|
|
||
Proceeds from sale of TowerJazz Semiconductor Ltd. Shares
|
—
|
|
|
265
|
|
||
Net cash used in investing activities
|
(523
|
)
|
|
(942
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payment of debt and capital lease obligations
|
(268
|
)
|
|
(182
|
)
|
||
Stock issuance cost
|
—
|
|
|
(70
|
)
|
||
Proceeds from debt obligations
|
—
|
|
|
1,000
|
|
||
Net proceeds from issuance of common stock
|
4,334
|
|
|
428
|
|
||
Net cash provided by financing activities
|
4,066
|
|
|
1,176
|
|
||
Net (decrease) in cash and cash equivalents
|
(6,247
|
)
|
|
(7,707
|
)
|
||
Cash and cash equivalents at beginning of period
|
37,406
|
|
|
22,578
|
|
||
Cash and cash equivalents at end of period
|
$
|
31,159
|
|
|
$
|
14,871
|
|
|
|
|
|
||||
Supplemental schedule of non-cash investing and financing activities :
|
|
|
|
|
|
||
Capital lease obligation to finance capital expenditures
|
$
|
448
|
|
|
$
|
194
|
|
Purchase of equipment included in accounts payable
|
$
|
33
|
|
|
$
|
123
|
|
|
As of
|
||||||
|
September 28,
2014 |
|
December 29,
2013 |
||||
|
(in thousands)
|
||||||
Inventories:
|
|
|
|
||||
Raw materials
|
$
|
—
|
|
|
$
|
19
|
|
Work-in-process
|
1,133
|
|
|
1,343
|
|
||
Finished goods
|
5,745
|
|
|
2,774
|
|
||
|
$
|
6,878
|
|
|
$
|
4,136
|
|
Other current assets:
|
|
|
|
||||
Prepaid expenses
|
$
|
880
|
|
|
$
|
845
|
|
Other
|
84
|
|
|
427
|
|
||
|
$
|
964
|
|
|
$
|
1,272
|
|
Property and equipment:
|
|
|
|
||||
Equipment
|
$
|
13,883
|
|
|
$
|
13,294
|
|
Software
|
3,332
|
|
|
3,349
|
|
||
Furniture and fixtures
|
710
|
|
|
710
|
|
||
Leasehold improvements
|
646
|
|
|
640
|
|
||
|
18,571
|
|
|
17,993
|
|
||
Accumulated depreciation and amortization
|
(15,682
|
)
|
|
(15,153
|
)
|
||
|
$
|
2,889
|
|
|
$
|
2,840
|
|
|
|
|
|
||||
Accrued liabilities:
|
|
|
|
||||
Employee related accruals
|
$
|
1,452
|
|
|
$
|
2,821
|
|
Other
|
387
|
|
|
698
|
|
||
|
$
|
1,839
|
|
|
$
|
3,519
|
|
|
As of
|
||||||
|
September 28,
2014 |
|
December 29,
2013 |
||||
|
(in thousands)
|
||||||
Debt and capital lease obligations:
|
|
|
|
|
|
||
Revolving line of credit
|
$
|
1,000
|
|
|
$
|
1,000
|
|
Capital leases
|
448
|
|
|
310
|
|
||
|
1,448
|
|
|
1,310
|
|
||
Current portion of debt and capital lease obligations
|
(223
|
)
|
|
(1,177
|
)
|
||
Long term portion of capital lease obligations
|
$
|
1,225
|
|
|
$
|
133
|
|
•
|
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 September 28, 2014
|
|
As of December 29, 2013
|
||||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
(1)
|
$
|
29,949
|
|
|
$
|
—
|
|
|
$
|
29,949
|
|
|
$
|
—
|
|
|
$
|
35,812
|
|
|
$
|
35,812
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets
|
$
|
29,949
|
|
|
$
|
—
|
|
|
$
|
29,949
|
|
|
$
|
—
|
|
|
$
|
35,812
|
|
|
$
|
35,812
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 28,
2014 |
|
September 29,
2013 |
|
September 28,
2014 |
|
September 29,
2013 |
||||||||
Cost of revenue
|
$
|
32
|
|
|
$
|
24
|
|
|
$
|
110
|
|
|
$
|
76
|
|
Research and development
|
176
|
|
|
74
|
|
|
750
|
|
|
286
|
|
||||
Selling, general and administrative
|
244
|
|
|
232
|
|
|
890
|
|
|
705
|
|
||||
Total costs and expenses
|
$
|
452
|
|
|
$
|
330
|
|
|
$
|
1,750
|
|
|
$
|
1,067
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 28,
2014 |
|
September 29,
2013 |
|
September 28,
2014 |
|
September 29,
2013 |
||||
Expected term (years)
|
6.2
|
|
|
4.9
|
|
|
6.2
|
|
|
6.1
|
|
Risk-free interest rate
|
1.98
|
%
|
|
1.51
|
%
|
|
1.98
|
%
|
|
1.19
|
%
|
Expected volatility
|
55.10
|
%
|
|
62.62
|
%
|
|
55.10
|
%
|
|
60.53
|
%
|
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Shares
Available for Grant
|
|
|
(in thousands)
|
|
Balance at December 29, 2013
|
2,253
|
|
Options granted
|
(208
|
)
|
Options forfeited or expired
|
154
|
|
RSUs granted
|
(416
|
)
|
PRSUs forfeited or expired
|
24
|
|
Balance at September 28, 2014
|
1,807
|
|
|
Number of Shares
|
|
Weighted
Average Exercise
Price
|
|
Weighted
Average
Remaining Term
|
|
Aggregate
Intrinsic Value
|
||||||
|
(in thousands)
|
|
|
|
(in years)
|
|
(in thousands)
|
||||||
Balance outstanding at December 29, 2013
|
7,242
|
|
|
$
|
2.62
|
|
|
|
|
|
|||
Granted
|
208
|
|
|
3.84
|
|
|
|
|
|
||||
Forfeited or expired
|
(154
|
)
|
|
3.55
|
|
|
|
|
|
||||
Exercised
|
(1,687
|
)
|
|
2.56
|
|
|
|
|
|
||||
Balance outstanding at September 28, 2014
|
5,609
|
|
|
$
|
2.66
|
|
|
5.42
|
|
|
$
|
3,237
|
|
Exercisable at September 28, 2014
|
4,461
|
|
|
$
|
2.55
|
|
|
4.60
|
|
|
$
|
2,992
|
|
Vested and expected to vest at September 28, 2014
|
5,404
|
|
|
$
|
2.64
|
|
|
5.29
|
|
|
$
|
3,199
|
|
|
RSUs & PRSUs Outstanding
|
|||||
|
Number of Shares
|
|
Weighted Average
Grant Date Fair Value
|
|||
|
(in thousands)
|
|
|
|||
Nonvested at December 29, 2013
|
225
|
|
|
$
|
3.17
|
|
Granted
|
416
|
|
|
4.47
|
|
|
Vested
|
(300
|
)
|
|
4.76
|
|
|
Forfeited
|
(24
|
)
|
|
—
|
|
|
Nonvested at September 28, 2014
|
317
|
|
|
$
|
3.36
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 28,
2014 |
|
September 29,
2013 |
|
September 28,
2014 |
|
September 29,
2013 |
||||
Expected term (months)
|
6.09
|
|
|
6.08
|
|
|
6.09
|
|
|
6.08
|
|
Risk-free interest rate
|
0.05
|
%
|
|
0.09
|
%
|
|
0.05
|
%
|
|
0.09
|
%
|
Volatility
|
49.17
|
%
|
|
39.03
|
%
|
|
49.17
|
%
|
|
39.03
|
%
|
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 28,
2014 |
|
September 29,
2013 |
|
September 28,
2014 |
|
September 29,
2013 |
||||||||
Revenue by product line
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||
New products
|
$
|
2,236
|
|
|
$
|
7,139
|
|
|
$
|
15,634
|
|
|
$
|
11,174
|
|
Mature products
|
1,888
|
|
|
1,927
|
|
|
6,490
|
|
|
6,035
|
|
||||
Total revenue
|
$
|
4,124
|
|
|
$
|
9,066
|
|
|
$
|
22,124
|
|
|
$
|
17,209
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 28,
2014 |
|
September 29,
2013 |
|
September 28,
2014 |
|
September 29,
2013 |
||||||||
Revenue by geography:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Asia Pacific
|
$
|
2,341
|
|
|
$
|
7,467
|
|
|
$
|
16,179
|
|
|
$
|
12,555
|
|
North America
|
1,084
|
|
|
1,025
|
|
|
3,158
|
|
|
3,292
|
|
||||
Europe
|
699
|
|
|
574
|
|
|
2,787
|
|
|
1,362
|
|
||||
Total revenue
|
$
|
4,124
|
|
|
$
|
9,066
|
|
|
$
|
22,124
|
|
|
$
|
17,209
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 28,
2014 |
|
September 29,
2013 |
|
September 28,
2014 |
|
September 29,
2013 |
||||
Distributor "A"
|
26
|
%
|
|
15
|
%
|
|
15
|
%
|
|
20
|
%
|
Distributor "B"
|
12
|
%
|
|
*
|
|
|
*
|
|
|
*
|
|
Customer "B"
|
13
|
%
|
|
*
|
|
|
*
|
|
|
10
|
%
|
Customer "G"
|
27
|
%
|
|
68
|
%
|
|
53
|
%
|
|
49
|
%
|
*
|
Represents less than 10% of revenue for the period presented.
|
|
September 28,
2014 |
|
December 29,
2013 |
||
Distributor "A"
|
25
|
%
|
|
20
|
%
|
Customer "G"
|
53
|
%
|
|
71
|
%
|
|
Operating
Leases
|
||
|
(in thousands)
|
||
Fiscal Years
|
|
|
|
2014 (Remaining 3 months)
|
$
|
226
|
|
2015
|
925
|
|
|
2016
|
847
|
|
|
2017
|
781
|
|
|
2018
|
799
|
|
|
|
$
|
3,578
|
|
|
Three Months Ended
|
||||
|
September 28,
2014 |
|
September 29,
2013 |
||
Revenue
|
100
|
%
|
|
100
|
%
|
Cost of revenue
|
57
|
%
|
|
67
|
%
|
Gross profit
|
43
|
%
|
|
33
|
%
|
Operating expenses:
|
|
|
|
||
Research and development
|
74
|
%
|
|
23
|
%
|
Selling, general and administrative
|
63
|
%
|
|
35
|
%
|
Restructuring Costs
|
—
|
%
|
|
(0.4
|
)%
|
Loss from operations
|
(94
|
)%
|
|
(25
|
)%
|
|
|
|
|
||
Interest expense
|
(1
|
)%
|
|
*
|
|
Interest income and other expense, net
|
*
|
|
|
(1
|
)%
|
Loss before income taxes
|
(95
|
)%
|
|
(25
|
)%
|
Provision for income taxes
|
*
|
|
|
*
|
|
Net loss
|
(95
|
)%
|
|
(25
|
)%
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
September 28, 2014
|
|
September 29, 2013
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
Revenue by product line
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
New products
|
$
|
2,236
|
|
|
54
|
%
|
|
$
|
7,139
|
|
|
79
|
%
|
|
$
|
(4,903
|
)
|
|
(69
|
)%
|
Mature products
|
1,888
|
|
|
46
|
%
|
|
1,927
|
|
|
21
|
%
|
|
(39
|
)
|
|
(2
|
)%
|
|||
Total revenue
|
$
|
4,124
|
|
|
100
|
%
|
|
$
|
9,066
|
|
|
100
|
%
|
|
$
|
(4,942
|
)
|
|
(55
|
)%
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
September 28, 2014
|
|
September 29, 2013
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
Revenue
|
$
|
4,124
|
|
|
100
|
%
|
|
$
|
9,066
|
|
|
100
|
%
|
|
$
|
(4,942
|
)
|
|
(55
|
)%
|
Cost of revenue
|
2,361
|
|
|
57
|
%
|
|
6,037
|
|
|
67
|
%
|
|
(3,676
|
)
|
|
(61
|
)%
|
|||
Gross Profit
|
$
|
1,763
|
|
|
43
|
%
|
|
$
|
3,029
|
|
|
33
|
%
|
|
$
|
(1,266
|
)
|
|
(42
|
)%
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
September 28, 2014
|
|
September 29, 2013
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
R&D expense
|
$
|
3,057
|
|
|
74
|
%
|
|
$
|
2,052
|
|
|
23
|
%
|
|
$
|
1,005
|
|
|
49
|
%
|
SG&A expense
|
2,579
|
|
|
63
|
%
|
|
3,207
|
|
|
35
|
%
|
|
(628
|
)
|
|
(20
|
)%
|
|||
Restructuring costs
|
—
|
|
|
—
|
%
|
|
(32
|
)
|
|
—
|
%
|
|
32
|
|
|
(100
|
)%
|
|||
Total operating expenses
|
$
|
5,636
|
|
|
137
|
%
|
|
$
|
5,227
|
|
|
58
|
%
|
|
$
|
409
|
|
|
8
|
%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
September 28,
2014 |
|
September 29,
2013 |
|
Amount
|
|
Percentage
|
|||||||
Interest expense
|
$
|
(34
|
)
|
|
$
|
(8
|
)
|
|
$
|
(26
|
)
|
|
325
|
%
|
Interest income and other expense, net
|
(17
|
)
|
|
(74
|
)
|
|
57
|
|
|
(77
|
)%
|
|||
|
$
|
(51
|
)
|
|
$
|
(82
|
)
|
|
$
|
31
|
|
|
(38
|
)%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
September 28,
2014 |
|
September 29,
2013 |
|
Amount
|
|
Percentage
|
|||||||
Provision for (Benefit from) income taxes
|
$
|
6
|
|
|
$
|
(18
|
)
|
|
$
|
24
|
|
|
(133
|
)%
|
|
Nine Months Ended
|
|
|
|
|
|||||||||||||||
|
September 28, 2014
|
|
September 29, 2013
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
Revenue by product line
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
New products
|
$
|
15,634
|
|
|
71
|
%
|
|
$
|
11,174
|
|
|
65
|
%
|
|
$
|
4,460
|
|
|
40
|
%
|
Mature products
|
6,490
|
|
|
29
|
%
|
|
6,035
|
|
|
35
|
%
|
|
455
|
|
|
8
|
%
|
|||
Total revenue
|
$
|
22,124
|
|
|
100
|
%
|
|
$
|
17,209
|
|
|
100
|
%
|
|
$
|
4,915
|
|
|
29
|
%
|
|
Nine Months Ended
|
|
|
|
|
|||||||||||||||
|
September 28, 2014
|
|
September 29, 2013
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
Revenue
|
$
|
22,124
|
|
|
100
|
%
|
|
$
|
17,209
|
|
|
100
|
%
|
|
$
|
4,915
|
|
|
29
|
%
|
Cost of revenue
|
13,287
|
|
|
60
|
%
|
|
11,210
|
|
|
65
|
%
|
|
2,077
|
|
|
19
|
%
|
|||
Gross Profit
|
$
|
8,837
|
|
|
40
|
%
|
|
$
|
5,999
|
|
|
35
|
%
|
|
$
|
2,838
|
|
|
47
|
%
|
|
Nine Months Ended
|
|
|
|
|
|||||||||||||||
|
September 28, 2014
|
|
September 29, 2013
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
R&D expense
|
$
|
8,754
|
|
|
40
|
%
|
|
$
|
5,902
|
|
|
34
|
%
|
|
$
|
2,852
|
|
|
48
|
%
|
SG&A expense
|
8,892
|
|
|
40
|
%
|
|
8,648
|
|
|
50
|
%
|
|
244
|
|
|
3
|
%
|
|||
Restructuring costs
|
—
|
|
|
—
|
%
|
|
181
|
|
|
1
|
%
|
|
(181
|
)
|
|
(100
|
)%
|
|||
Total operating expenses
|
$
|
17,646
|
|
|
80
|
%
|
|
$
|
14,731
|
|
|
85
|
%
|
|
$
|
2,915
|
|
|
20
|
%
|
|
Nine Months Ended
|
|
Change
|
|||||||||||
|
September 28,
2014 |
|
September 29,
2013 |
|
Amount
|
|
Percentage
|
|||||||
Interest expense
|
$
|
(67
|
)
|
|
$
|
(37
|
)
|
|
$
|
(30
|
)
|
|
81
|
%
|
Interest income and other expense, net
|
(79
|
)
|
|
(130
|
)
|
|
51
|
|
|
(39
|
)%
|
|||
|
$
|
(146
|
)
|
|
$
|
(167
|
)
|
|
$
|
21
|
|
|
(13
|
)%
|
|
Nine Months Ended
|
|
Change
|
||||||||||
|
September 28,
2014 |
|
September 29,
2013 |
|
Amount
|
|
Percentage
|
||||||
(Benefit from) Provision for Income Taxes
|
$
|
(18
|
)
|
|
369
|
|
|
$
|
(387
|
)
|
|
(105
|
)%
|
|
Payments Due by Period
|
||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
More than
3 Years
|
||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating leases
|
$
|
3,578
|
|
|
$
|
922
|
|
|
$
|
1,663
|
|
|
$
|
993
|
|
Wafer purchases
(1)
|
569
|
|
|
569
|
|
|
—
|
|
|
—
|
|
||||
Other purchase commitments
|
1,918
|
|
|
1,374
|
|
|
544
|
|
|
—
|
|
||||
Total contractual cash obligations
|
6,065
|
|
|
2,865
|
|
|
2,207
|
|
|
993
|
|
||||
Other commercial commitments
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revolving line of credit
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
||||
Capital lease obligations
(3)
|
448
|
|
|
223
|
|
|
225
|
|
|
—
|
|
||||
Total commercial commitments
|
1,448
|
|
|
223
|
|
|
1,225
|
|
|
—
|
|
||||
Total contractual obligations and commercial commitments
(4)
|
$
|
7,513
|
|
|
$
|
3,088
|
|
|
$
|
3,432
|
|
|
$
|
993
|
|
(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 forecast wafer volume. Wafer and finished goods purchase commitments of
$569,000
include firm purchase commitments as of
September 28, 2014
.
|
(2)
|
Other commercial commitments are included as liabilities on our balance sheet as of
September 28, 2014
.
|
(3)
|
For a detailed explanation, see Note 5 of the Condensed Unaudited Consolidated Financial Statements.
|
(4)
|
Does not include unrecognized tax benefits of
$47,000
as of
September 28, 2014
. See Note 10 of the Condensed Unaudited Consolidated Financial Statements.
|
Exhibit
Number
|
|
Description
|
10.39
|
|
First Amendment to Third Amended and Restated Loan and Security Agreement between Silicon Valley Bank and QuickLogic Corporation dated September 26, 2014.
|
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.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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|
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QUICKLOGIC CORPORATION
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|
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/s/ Ralph S. Marimon
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Date:
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November 4, 2014
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Ralph S. Marimon
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Vice President, Finance and Chief Financial Officer
(as Principal Accounting and Financial Officer and on behalf of the
Registrant)
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Exhibit
Number
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Description
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10.39
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First Amendment to Third Amended and Restated Loan and Security Agreement between Silicon Valley Bank and QuickLogic Corporation dated September 26, 2014.
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31.1
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CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
|
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CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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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
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101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
BANK
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BORROWER
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SILICON VALLEY BANK
By: /s/ Stephen Chang
Name: Stephen Chang
Title: Vice President
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QUICKLOGIC CORPORATION
By: /s/ Ralph Marimon
Name: Ralph Marimon
Title: CFO
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1.
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I have reviewed this quarterly report on Form 10-Q of QuickLogic Corporation;
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2.
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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;
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3.
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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;
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4.
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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
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(b)
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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.
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Date:
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November 4, 2014
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|
|
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/s/ Andrew J. Pease
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Andrew J. Pease
|
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President and Chief Executive Officer
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1.
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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
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(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
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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)
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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.
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Date:
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November 4, 2014
|
|
|
|
|
|
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/s/ Ralph S. Marimon
|
|
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Ralph S. Marimon
|
|
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Vice President, Finance and Chief Financial Officer
|
|
By:
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/s/ Andrew J. Pease
|
|
Date:
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November 4, 2014
|
|
Name:
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Andrew J. Pease
|
|
Title:
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President and Chief Executive Officer
|
|
By:
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/s/ Ralph S. Marimon
|
|
Date:
|
November 4, 2014
|
|
Name:
|
Ralph S. Marimon
|
|
Title:
|
Vice President, Finance and Chief Financial Officer
|