|
FORM 10-Q
|
[x]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
|
|
|
QUICKLOGIC CORPORATION
|
||
(Exact name of registrant as specified in its charter)
|
||
|
|
|
DELAWARE
|
|
77-0188504
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
|
[ ]
|
|
Accelerated Filer
|
|
[x]
|
|
|
|
|
|
|
|
Non-accelerated filer
|
|
[ ] (Do not check if a smaller reporting company)
|
|
Smaller Reporting Company
|
|
[ ]
|
|
|
|
|
Page
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|
|
September 27,
2015 |
|
December 28,
2014 |
||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
23,441
|
|
|
$
|
30,050
|
|
Accounts receivable, net of allowances for doubtful accounts of $0 in both periods
|
1,633
|
|
|
1,552
|
|
||
Inventories
|
2,372
|
|
|
4,952
|
|
||
Other current assets
|
833
|
|
|
1,146
|
|
||
Total current assets
|
28,279
|
|
|
37,700
|
|
||
Property and equipment, net
|
2,563
|
|
|
3,217
|
|
||
Other assets
|
231
|
|
|
222
|
|
||
TOTAL ASSETS
|
$
|
31,073
|
|
|
$
|
41,139
|
|
|
|
|
|
|
|
||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||
Trade payables
|
$
|
3,020
|
|
|
$
|
2,506
|
|
Accrued liabilities
|
2,029
|
|
|
1,574
|
|
||
Deferred revenue
|
82
|
|
|
—
|
|
||
Current portion of capital lease obligations
|
229
|
|
|
225
|
|
||
Total current liabilities
|
5,360
|
|
|
4,305
|
|
||
Long-term liabilities:
|
|
|
|
|
|
||
Revolving line of credit
|
1,000
|
|
|
1,000
|
|
||
Capital lease obligations, less current portion
|
120
|
|
|
191
|
|
||
Other long-term liabilities
|
127
|
|
|
76
|
|
||
Total liabilities
|
6,607
|
|
|
5,572
|
|
||
Commitments and contingencies (see Note 13)
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
|
|||
Preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value; 100,000 shares authorized; 56,600 and 56,182 shares issued and outstanding, respectively
|
57
|
|
|
56
|
|
||
Additional paid-in capital
|
240,319
|
|
|
238,419
|
|
||
Accumulated deficit
|
(215,910
|
)
|
|
(202,908
|
)
|
||
Total stockholders' equity
|
24,466
|
|
|
35,567
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
31,073
|
|
|
$
|
41,139
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 27,
2015 |
|
September 28,
2014 |
|
September 27, 2015
|
|
September 28, 2014
|
||||||||
Revenue
|
$
|
4,194
|
|
|
$
|
4,124
|
|
|
$
|
15,326
|
|
|
$
|
22,124
|
|
Cost of revenue
|
2,952
|
|
|
2,361
|
|
|
9,062
|
|
|
13,287
|
|
||||
Gross profit
|
1,242
|
|
|
1,763
|
|
|
6,264
|
|
|
8,837
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||
Research and development
|
3,684
|
|
|
3,057
|
|
|
10,654
|
|
|
8,754
|
|
||||
Selling, general and administrative
|
2,508
|
|
|
2,579
|
|
|
8,158
|
|
|
8,892
|
|
||||
Restructuring costs
|
77
|
|
|
—
|
|
|
246
|
|
|
—
|
|
||||
Total operating expenses
|
6,269
|
|
|
5,636
|
|
|
19,058
|
|
|
17,646
|
|
||||
Loss from operations
|
(5,027
|
)
|
|
(3,873
|
)
|
|
(12,794
|
)
|
|
(8,809
|
)
|
||||
Interest expense
|
(35
|
)
|
|
(34
|
)
|
|
(64
|
)
|
|
(67
|
)
|
||||
Interest income and other expense, net
|
(39
|
)
|
|
(17
|
)
|
|
(98
|
)
|
|
(79
|
)
|
||||
Loss before income taxes
|
(5,101
|
)
|
|
(3,924
|
)
|
|
(12,956
|
)
|
|
(8,955
|
)
|
||||
Provision for (benefit from) income taxes
|
(15
|
)
|
|
6
|
|
|
46
|
|
|
(18
|
)
|
||||
Net loss
|
$
|
(5,086
|
)
|
|
$
|
(3,930
|
)
|
|
$
|
(13,002
|
)
|
|
$
|
(8,937
|
)
|
Net loss per share:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.09
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.16
|
)
|
Diluted
|
$
|
(0.09
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.16
|
)
|
Weighted average shares:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
56,588
|
|
|
55,812
|
|
|
56,379
|
|
|
55,208
|
|
||||
Diluted
|
56,588
|
|
|
55,812
|
|
|
56,379
|
|
|
55,208
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 27,
2015 |
|
September 28,
2014 |
|
September 27,
2015 |
|
September 28,
2014 |
||||||||
Net loss
|
$
|
(5,086
|
)
|
|
$
|
(3,930
|
)
|
|
$
|
(13,002
|
)
|
|
$
|
(8,937
|
)
|
Total other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total comprehensive loss
|
$
|
(5,086
|
)
|
|
$
|
(3,930
|
)
|
|
$
|
(13,002
|
)
|
|
$
|
(8,937
|
)
|
|
Nine Months Ended
|
||||||
|
September 27,
2015 |
|
September 28,
2014 |
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net loss
|
$
|
(13,002
|
)
|
|
$
|
(8,937
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
1,075
|
|
|
1,129
|
|
||
Stock-based compensation
|
1,496
|
|
|
1,750
|
|
||
Write-down of inventories
|
14
|
|
|
96
|
|
||
Gains on disposal of equipment
|
—
|
|
|
(2
|
)
|
||
Write-off of equipment
|
8
|
|
|
5
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(81
|
)
|
|
1,514
|
|
||
Inventories
|
2,566
|
|
|
(2,838
|
)
|
||
Other assets
|
421
|
|
|
291
|
|
||
Trade payables
|
397
|
|
|
(2,106
|
)
|
||
Accrued liabilities and deferred revenue
|
547
|
|
|
(635
|
)
|
||
Other long-term liabilities
|
51
|
|
|
(57
|
)
|
||
Net cash used in operating activities
|
(6,508
|
)
|
|
(9,790
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures for property and equipment
|
(237
|
)
|
|
(525
|
)
|
||
Proceeds from sale of fixed assets
|
—
|
|
|
2
|
|
||
Net cash used in investing activities
|
(237
|
)
|
|
(523
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payment of debt and capital lease obligations
|
(258
|
)
|
|
(268
|
)
|
||
Stock issued under share-based compensation, net
|
394
|
|
|
4,334
|
|
||
Net cash provided by financing activities
|
136
|
|
|
4,066
|
|
||
Net (decrease) in cash and cash equivalents
|
(6,609
|
)
|
|
(6,247
|
)
|
||
Cash and cash equivalents at beginning of period
|
30,050
|
|
|
37,406
|
|
||
Cash and cash equivalents at end of period
|
$
|
23,441
|
|
|
$
|
31,159
|
|
|
|
|
|
||||
Supplemental schedule of non-cash investing and financing activities :
|
|
|
|
|
|
||
Capital lease obligation to finance capital expenditures
|
$
|
349
|
|
|
$
|
448
|
|
Purchase of equipment included in accounts payable
|
$
|
125
|
|
|
$
|
33
|
|
|
As of
|
||||||
|
September 27,
2015 |
|
December 28,
2014 |
||||
|
(in thousands)
|
||||||
Inventories:
|
|
|
|
||||
Raw material
|
$
|
—
|
|
|
$
|
—
|
|
Work-in-process
|
1,660
|
|
|
1,191
|
|
||
Finished goods
|
712
|
|
|
3,761
|
|
||
|
$
|
2,372
|
|
|
$
|
4,952
|
|
Other current assets:
|
|
|
|
||||
Prepaid expenses
|
$
|
714
|
|
|
$
|
1,042
|
|
Other
|
119
|
|
|
104
|
|
||
|
$
|
833
|
|
|
$
|
1,146
|
|
Property and equipment:
|
|
|
|
||||
Equipment
|
$
|
13,618
|
|
|
$
|
14,047
|
|
Software
|
2,941
|
|
|
3,332
|
|
||
Furniture and fixtures
|
131
|
|
|
710
|
|
||
Leasehold improvements
|
713
|
|
|
595
|
|
||
|
17,403
|
|
|
18,684
|
|
||
Accumulated depreciation and amortization
|
(14,840
|
)
|
|
(15,467
|
)
|
||
|
$
|
2,563
|
|
|
$
|
3,217
|
|
|
|
|
|
||||
Accrued liabilities:
|
|
|
|
||||
Employee related accruals
|
$
|
1,804
|
|
|
$
|
1,356
|
|
Restructuring accruals - See Note 12
|
111
|
|
|
—
|
|
||
Other
|
114
|
|
|
218
|
|
||
|
$
|
2,029
|
|
|
$
|
1,574
|
|
|
As of
|
||||||
|
September 27,
2015 |
|
December 28,
2014 |
||||
|
(in thousands)
|
||||||
Debt and capital lease obligations:
|
|
|
|
|
|
||
Revolving line of credit
|
$
|
1,000
|
|
|
$
|
1,000
|
|
Capital leases
|
349
|
|
|
416
|
|
||
|
1,349
|
|
|
1,416
|
|
||
Current portion of debt and capital lease obligations
|
(229
|
)
|
|
(225
|
)
|
||
Long term portion of debt and capital lease obligations
|
$
|
1,120
|
|
|
$
|
1,191
|
|
•
|
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 27, 2015
|
|
As of December 28, 2014
|
||||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
(1)
|
$
|
21,550
|
|
|
$
|
343
|
|
|
$
|
21,207
|
|
|
$
|
—
|
|
|
$
|
29,425
|
|
|
$
|
874
|
|
|
$
|
28,551
|
|
|
$
|
—
|
|
Total assets
|
$
|
21,550
|
|
|
$
|
343
|
|
|
$
|
21,207
|
|
|
$
|
—
|
|
|
$
|
29,425
|
|
|
$
|
874
|
|
|
$
|
28,551
|
|
|
$
|
—
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 27,
2015 |
|
September 28,
2014 |
|
September 27,
2015 |
|
September 28,
2014 |
||||||||
Cost of revenue
|
$
|
29
|
|
|
$
|
32
|
|
|
$
|
95
|
|
|
$
|
110
|
|
Research and development
|
210
|
|
|
176
|
|
|
613
|
|
|
750
|
|
||||
Selling, general and administrative
|
240
|
|
|
244
|
|
|
759
|
|
|
890
|
|
||||
Restructuring charges*
|
29
|
|
|
—
|
|
|
29
|
|
|
—
|
|
||||
Total costs and expenses
|
$
|
508
|
|
|
$
|
452
|
|
|
$
|
1,496
|
|
|
$
|
1,750
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 27,
2015 |
|
September 28,
2014 |
|
September 27,
2015 |
|
September 28,
2014 |
||||
Expected term (years)
|
4.78
|
|
|
6.19
|
|
|
4.78
|
|
|
6.19
|
|
Risk-free interest rate
|
1.40
|
%
|
|
1.98
|
%
|
|
1.40
|
%
|
|
1.98
|
%
|
Expected volatility
|
52.11
|
%
|
|
55.10
|
%
|
|
52.11
|
%
|
|
55.10
|
%
|
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Shares
Available for Grant
|
|
|
(in thousands)
|
|
Balance at December 28, 2014
|
1,139
|
|
Authorized
|
2,500
|
|
Options granted
|
(80
|
)
|
Options forfeited or expired
|
495
|
|
RSUs granted
|
(301
|
)
|
PRSUs granted
|
(21
|
)
|
RSUs forfeited or expired
|
52
|
|
Balance at September 27, 2015
|
3,784
|
|
|
Number of Shares
|
|
Weighted
Average Exercise
Price
|
|
Weighted
Average
Remaining Term
|
|
Aggregate
Intrinsic Value
|
|||||
|
(in thousands)
|
|
|
|
(in years)
|
|
(in thousands)
|
|||||
Balance outstanding at December 28, 2014
|
5,682
|
|
|
$
|
2.67
|
|
|
|
|
|
||
Granted
|
80
|
|
|
2.00
|
|
|
|
|
|
|||
Forfeited or expired
|
(495
|
)
|
|
2.86
|
|
|
|
|
|
|||
Exercised
|
(119
|
)
|
|
0.98
|
|
|
|
|
|
|||
Balance outstanding at September 27, 2015
|
5,148
|
|
|
$
|
2.68
|
|
|
4.84
|
|
$
|
322
|
|
Exercisable at September 27, 2015
|
4,424
|
|
|
$
|
2.62
|
|
|
4.27
|
|
$
|
322
|
|
Vested and expected to vest at September 27, 2015
|
5,148
|
|
|
$
|
2.68
|
|
|
4.84
|
|
$
|
322
|
|
|
RSUs & PRSUs Outstanding
|
|||||
|
Number of Shares
|
|
Weighted Average
Grant Date Fair Value
|
|||
|
(in thousands)
|
|
|
|||
Nonvested at December 28, 2014
|
650
|
|
|
$
|
3.47
|
|
Granted
|
322
|
|
|
1.85
|
|
|
Vested
|
(80
|
)
|
|
1.83
|
|
|
Forfeited
|
(52
|
)
|
|
—
|
|
|
Nonvested at September 27, 2015
|
840
|
|
|
$
|
3.03
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 27,
2015 |
|
September 28,
2014 |
|
September 27,
2015 |
|
September 28,
2014 |
||||
Expected term (months)
|
6.08
|
|
|
6.09
|
|
|
6.08
|
|
|
6.09
|
|
Risk-free interest rate
|
0.08
|
%
|
|
0.05
|
%
|
|
0.08
|
%
|
|
0.05
|
%
|
Volatility
|
51.54
|
%
|
|
49.17
|
%
|
|
51.54
|
%
|
|
49.17
|
%
|
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 27,
2015 |
|
September 28,
2014 |
|
September 27, 2015
|
|
September 28,
2014 |
||||||||
Revenue by product line
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||
New products
|
$
|
2,855
|
|
|
$
|
2,236
|
|
|
$
|
9,952
|
|
|
$
|
15,634
|
|
Mature products
|
1,339
|
|
|
1,888
|
|
|
5,374
|
|
|
6,490
|
|
||||
Total revenue
|
$
|
4,194
|
|
|
$
|
4,124
|
|
|
$
|
15,326
|
|
|
$
|
22,124
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 27,
2015 |
|
September 28,
2014 |
|
September 27, 2015
|
|
September 28, 2014
|
||||||||
Revenue by geography:
|
|
|
|
|
|
|
|
|
|
||||||
Asia Pacific
(1)
|
$
|
3,044
|
|
|
$
|
2,341
|
|
|
$
|
10,334
|
|
|
$
|
16,179
|
|
North America
(2)
|
690
|
|
|
1,084
|
|
|
3,619
|
|
|
3,158
|
|
||||
Europe
|
460
|
|
|
699
|
|
|
1,373
|
|
|
2,787
|
|
||||
Total revenue
|
$
|
4,194
|
|
|
$
|
4,124
|
|
|
$
|
15,326
|
|
|
$
|
22,124
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 27,
2015 |
|
September 28,
2014 |
|
September 27, 2015
|
|
September 28, 2014
|
||||
Distributor "A"
|
15
|
%
|
|
26
|
%
|
|
24
|
%
|
|
15
|
%
|
Distributor "B"
|
*
|
|
|
12
|
%
|
|
*
|
|
|
*
|
|
Customer "B"
|
10
|
%
|
|
13
|
%
|
|
14
|
%
|
|
*
|
|
Customer "G"
|
57
|
%
|
|
27
|
%
|
|
44
|
%
|
|
53
|
%
|
*
|
Represents less than 10% of revenue for the period presented.
|
|
September 27,
2015 |
|
December 28,
2014 |
||
Distributor "A"
|
27
|
%
|
|
34
|
%
|
Customer "G"
|
45
|
%
|
|
28
|
%
|
|
Restructuring Liabilities
|
||
|
(In Thousands)
|
||
Balance at December 28, 2014
|
$
|
—
|
|
Accruals
|
246
|
|
|
Payments and non-cash items adjustments
|
(131
|
)
|
|
FX translation adjustment
|
(4
|
)
|
|
Balance at September 27, 2015
|
$
|
111
|
|
|
Operating
Leases
|
||
|
(in thousands)
|
||
Fiscal Years
|
|
|
|
2015 (Remaining 3 months)
|
$
|
199
|
|
2016
|
706
|
|
|
2017
|
628
|
|
|
2018
|
641
|
|
|
|
$
|
2,174
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 27,
2015 |
|
September 28,
2014 |
|
September 27, 2015
|
|
September 28, 2014
|
||||
Revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue
|
70
|
%
|
|
57
|
%
|
|
59
|
%
|
|
60
|
%
|
Gross profit
|
30
|
%
|
|
43
|
%
|
|
41
|
%
|
|
40
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
||||
Research and development
|
88
|
%
|
|
74
|
%
|
|
70
|
%
|
|
40
|
%
|
Selling, general and administrative
|
60
|
%
|
|
63
|
%
|
|
53
|
%
|
|
40
|
%
|
Restructuring Costs
|
2
|
%
|
|
—
|
%
|
|
2
|
%
|
|
|
|
Loss from operations
|
(119
|
)%
|
|
(94
|
)%
|
|
(84
|
)%
|
|
(40
|
)%
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
(1
|
)%
|
|
(1
|
)%
|
|
—
|
%
|
|
—
|
%
|
Interest income and other expense, net
|
(1
|
)%
|
|
—
|
%
|
|
(1
|
)%
|
|
(1
|
)%
|
Loss before income taxes
|
(121
|
)%
|
|
(95
|
)%
|
|
(85
|
)%
|
|
(41
|
)%
|
Provision for income taxes
|
—
|
%
|
|
*
|
|
|
—
|
%
|
|
(1
|
)%
|
Net loss
|
(121
|
)%
|
|
(95
|
)%
|
|
(85
|
)%
|
|
(40
|
)%
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
September 27, 2015
|
|
September 28, 2014
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
Revenue by product line
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
New products
|
$
|
2,855
|
|
|
68
|
%
|
|
$
|
2,236
|
|
|
54
|
%
|
|
$
|
619
|
|
|
28
|
%
|
Mature products
|
1,339
|
|
|
32
|
%
|
|
1,888
|
|
|
46
|
%
|
|
(549
|
)
|
|
(29
|
)%
|
|||
Total revenue
|
$
|
4,194
|
|
|
100
|
%
|
|
$
|
4,124
|
|
|
100
|
%
|
|
$
|
70
|
|
|
2
|
%
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
September 27, 2015
|
|
September 28, 2014
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
Revenue
|
$
|
4,194
|
|
|
100
|
%
|
|
$
|
4,124
|
|
|
100
|
%
|
|
$
|
70
|
|
|
2
|
%
|
Cost of revenue
|
2,952
|
|
|
70
|
%
|
|
2,361
|
|
|
57
|
%
|
|
591
|
|
|
25
|
%
|
|||
Gross Profit
|
$
|
1,242
|
|
|
30
|
%
|
|
$
|
1,763
|
|
|
43
|
%
|
|
$
|
(521
|
)
|
|
(30
|
)%
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
September 27, 2015
|
|
September 28, 2014
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
R&D expense
|
$
|
3,684
|
|
|
88
|
%
|
|
$
|
3,057
|
|
|
74
|
%
|
|
$
|
627
|
|
|
21
|
%
|
SG&A expense
|
2,508
|
|
|
60
|
%
|
|
2,579
|
|
|
63
|
%
|
|
(71
|
)
|
|
(3
|
)%
|
|||
Restructuring charges
|
77
|
|
|
2
|
%
|
|
—
|
|
|
—
|
%
|
|
77
|
|
|
100
|
%
|
|||
Total operating expenses
|
$
|
6,269
|
|
|
150
|
%
|
|
$
|
5,636
|
|
|
137
|
%
|
|
$
|
633
|
|
|
11
|
%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
September 27,
2015 |
|
September 28,
2014 |
|
Amount
|
|
Percentage
|
|||||||
Interest expense
|
$
|
(35
|
)
|
|
$
|
(34
|
)
|
|
$
|
(1
|
)
|
|
3
|
%
|
Interest income and other expense, net
|
(39
|
)
|
|
(17
|
)
|
|
(22
|
)
|
|
129
|
%
|
|||
|
$
|
(74
|
)
|
|
$
|
(51
|
)
|
|
$
|
(23
|
)
|
|
45
|
%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
September 27,
2015 |
|
September 28,
2014 |
|
Amount
|
|
Percentage
|
|||||||
Provision for (Benefit from) income taxes
|
$
|
(15
|
)
|
|
$
|
6
|
|
|
$
|
(21
|
)
|
|
(350
|
)%
|
|
Nine Months Ended
|
|
|
|
|
|||||||||||||||
|
September 27, 2015
|
|
September 28, 2014
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
Revenue by product line
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
New products
|
$
|
9,952
|
|
|
65
|
%
|
|
$
|
15,634
|
|
|
71
|
%
|
|
$
|
(5,682
|
)
|
|
(36
|
)%
|
Mature products
|
5,374
|
|
|
35
|
%
|
|
6,490
|
|
|
29
|
%
|
|
(1,116
|
)
|
|
(17
|
)%
|
|||
Total revenue
|
$
|
15,326
|
|
|
100
|
%
|
|
$
|
22,124
|
|
|
100
|
%
|
|
$
|
(6,798
|
)
|
|
(31
|
)%
|
|
Nine Months Ended
|
|
|
|
|
|||||||||||||||
|
September 27, 2015
|
|
September 28, 2014
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
Revenue
|
$
|
15,326
|
|
|
100
|
%
|
|
$
|
22,124
|
|
|
100
|
%
|
|
$
|
(6,798
|
)
|
|
(31
|
)%
|
Cost of revenue
|
9,062
|
|
|
59
|
%
|
|
13,287
|
|
|
60
|
%
|
|
(4,225
|
)
|
|
(32
|
)%
|
|||
Gross Profit
|
$
|
6,264
|
|
|
41
|
%
|
|
$
|
8,837
|
|
|
40
|
%
|
|
$
|
(2,573
|
)
|
|
(29
|
)%
|
|
Nine Months Ended
|
|
|
|
|
|||||||||||||||
|
September 27, 2015
|
|
September 28, 2014
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
R&D expense
|
$
|
10,654
|
|
|
63
|
%
|
|
$
|
8,754
|
|
|
40
|
%
|
|
$
|
1,900
|
|
|
22
|
%
|
SG&A expense
|
8,158
|
|
|
51
|
%
|
|
8,892
|
|
|
40
|
%
|
|
(734
|
)
|
|
(8
|
)%
|
|||
Restructuring Charges
|
246
|
|
|
2
|
%
|
|
—
|
|
|
—
|
%
|
|
246
|
|
|
100
|
%
|
|||
Total operating expenses
|
$
|
19,058
|
|
|
116
|
%
|
|
$
|
17,646
|
|
|
80
|
%
|
|
$
|
1,412
|
|
|
8
|
%
|
|
Nine Months Ended
|
|
Change
|
|||||||||||
|
September 27,
2015 |
|
September 28,
2014 |
|
Amount
|
|
Percentage
|
|||||||
Interest expense
|
$
|
(64
|
)
|
|
$
|
(67
|
)
|
|
$
|
3
|
|
|
(4
|
)%
|
Interest income and other, net
|
(98
|
)
|
|
(79
|
)
|
|
(19
|
)
|
|
24
|
%
|
|||
|
$
|
(162
|
)
|
|
$
|
(146
|
)
|
|
$
|
(16
|
)
|
|
11
|
%
|
|
Nine Months Ended
|
|
Change
|
||||||||||
|
September 27,
2015 |
|
September 28,
2014 |
|
Amount
|
|
Percentage
|
||||||
Provision for (Benefit from) Income Taxes
|
$
|
46
|
|
|
(18
|
)
|
|
$
|
64
|
|
|
(356
|
)%
|
|
Nine Months Ended
|
||||||
|
September 27,
2015 |
|
September 28,
2014 |
||||
Net cash (used in) operating activities
|
$
|
(6,508
|
)
|
|
$
|
(9,790
|
)
|
Net cash (used in) investing activities
|
(237
|
)
|
|
(523
|
)
|
||
Net cash provided by financing activities
|
136
|
|
|
4,066
|
|
|
Payments Due by Period
|
||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
More than
3 Years
|
||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating leases
|
$
|
2,174
|
|
|
$
|
746
|
|
|
$
|
1,268
|
|
|
$
|
160
|
|
Wafer purchases
(1)
|
3,203
|
|
|
3,203
|
|
|
—
|
|
|
—
|
|
||||
Other purchase commitments
|
1,835
|
|
|
1,550
|
|
|
285
|
|
|
—
|
|
||||
Total contractual cash obligations
|
7,212
|
|
|
5,499
|
|
|
1,553
|
|
|
160
|
|
||||
Other commercial commitments
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revolving line of credit
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
||||
Capital lease obligations
(3)
|
349
|
|
|
229
|
|
|
120
|
|
|
—
|
|
||||
Total commercial commitments
|
1,349
|
|
|
229
|
|
|
1,120
|
|
|
—
|
|
||||
Total contractual obligations and commercial commitments
(4)
|
$
|
8,561
|
|
|
$
|
5,728
|
|
|
$
|
2,673
|
|
|
$
|
160
|
|
(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 and finished goods purchase commitments of
$3.2 million
include firm purchase commitments as of
September 27, 2015
.
|
(2)
|
Other commercial commitments are included as liabilities on our balance sheet as of
September 27, 2015
.
|
(3)
|
For a detailed explanation, see Note 5 of the Condensed Unaudited Consolidated Financial Statements.
|
(4)
|
Does not include unrecognized tax benefits of
$36,000
as of
September 27, 2015
. See Note 10 of the Condensed Unaudited Consolidated Financial Statements.
|
Exhibit
Number
|
|
Description
|
31.1
|
|
CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
PAO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32
|
|
CEO and PAO Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
10.40
|
|
2009 Stock Plan, as amended January 29, 2015.
|
10.41
|
|
2009 Employee Stock Purchase Plan, as amended January 29, 2015.
|
10.42
|
|
Fifth Amendment to Lease between NetApp, Inc. and QuickLogic Corporation dated May 22, 2015.
|
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
|
|
|
QUICKLOGIC CORPORATION
|
|
|
|
|
|
/s/ Suping (Sue) Cheung
|
Date:
|
November 3, 2015
|
Suping (Sue) Cheung
|
|
|
Principal Accounting Officer and Corporate Controller
(as Principal Accounting and Financial Officer and on behalf of the
Registrant)
|
Exhibit
Number
|
|
Description
|
31.1
|
|
CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
PAO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32
|
|
CEO and PAO Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
10.40
|
|
2009 Stock Plan, as amended January 29, 2015.
|
10.41
|
|
2009 Employee Stock Purchase Plan, as amended January 29, 2015.
|
10.42
|
|
Fifth Amendment to Lease between NetApp, Inc. and QuickLogic Corporation dated May 22, 2015.
|
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
|
•
|
to attract and retain the best available personnel for positions of substantial responsibility;
|
•
|
to provide additional incentive to Employees, Directors and Consultants; and
|
•
|
to promote the success of the Company’s business.
|
12.
|
Restricted Stock
.
|
1.
|
PURPOSE
. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.
|
1.
|
____________________________________
hereby elects to participate in the QuickLogic Corporation 2009 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and subscribes to purchase shares of the Company’s Common Stock in accordance with this Subscription Agreement and the Employee Stock Purchase Plan.
|
2.
|
I hereby authorize payroll deductions from each paycheck in the amount of
________
% of my Compensation on each payday (from 0 to 20%) during the Offering Period in accordance with the Employee Stock Purchase Plan. (Please note that no fractional percentages are permitted and only one reduction is allowed during each 6-month period according to our plan document.)
|
3.
|
I understand that said payroll deductions will be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Employee Stock Purchase Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option and purchase Common Stock under the Employee Stock Purchase Plan.
|
4.
|
I have received a copy of the complete Employee Stock Purchase Plan and its accompanying prospectus. I understand that my participation in the Employee Stock Purchase Plan is in all respects subject to the terms of the Plan.
|
5.
|
Shares of Common Stock purchased for me under the Employee Stock Purchase Plan should be issued in the name(s) of __________________(Eligible Employee or Eligible Employee and Spouse only).
|
6.
|
I understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Enrollment Date (the first day of the Offering Period during which I purchased such shares) or 1 year after the Exercise Date, whichever is later, I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were purchased by me over the price which I paid for the shares.
I hereby agree to notify the Company in writing within 30 days after the date of any disposition of my shares and I will make adequate provisions for Federal, state or other tax withholding obligations, if any, which arise upon the disposition of the Common Stock.
The Company may, but will not be obligated to, withhold from my compensation the minimum statutory amounts of applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the 2-year and 1-year holding periods, I understand that I will be treated for federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (a) the excess of the fair market value of the shares at the
|
7.
|
I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Employee Stock Purchase Plan.
|
8.
|
In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me under the Employee Stock Purchase Plan:
|
Months
|
Base Monthly Rent
|
7/1/2015 - 12/31/2015
|
$48,910.03
|
1/1/2016 - 12/31/2016
|
$50,377.69
|
1/1/2017 - 12/31/2017
|
$51,888.67
|
1/1/2018 - 12/31/2018
|
$53.445.40
|
“TENANT”
|
“LANDLORD”
|
||
QUICKLOGIC CORPORATION,
a Delaware corporation
By:
\s\ ANDREW J. PEASE
Name:
Andrew J. Pease
Its:
President & CEO
10 June 2015
|
NETAPP, INC.,
a Delaware corporation
By:
\s\ ELISABETH ARSLANER
Name:
Elisabeth Arslaner
Its:
Sr. Dir. Workplace Resources
18 June 2015
|
||
|
|
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:
|
November 3, 2015
|
|
|
|
|
|
|
/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:
|
November 3, 2015
|
|
|
|
|
|
|
/s/ Suping (Sue) Cheung
|
|
|
Suping (Sue) Cheung
|
|
|
Principal Accounting Officer and Corporate Controller
|
|
By:
|
/s/ Andrew J. Pease
|
|
Date:
|
November 3, 2015
|
|
Name:
|
Andrew J. Pease
|
|
Title:
|
President and Chief Executive Officer
|
|
By:
|
/s/ Suping (Sue) Cheung
|
|
Date:
|
November 3, 2015
|
|
Name:
|
Suping (Sue) Cheung
|
|
Title:
|
Principal Accounting Officer and Corporate Controller
|