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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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July 3,
2016 |
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January 3,
2016 |
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ASSETS
|
|
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Current assets:
|
|
|
|
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Cash and cash equivalents
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$
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18,970
|
|
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$
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19,136
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Accounts receivable, net of allowances for doubtful accounts of $0 in both periods
|
1,485
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1,601
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Inventories
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2,318
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2,878
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Other current assets
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983
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1,312
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Total current assets
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23,756
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24,927
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||
Property and equipment, net
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3,090
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3,315
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Other assets
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307
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|
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219
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TOTAL ASSETS
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$
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27,153
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$
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28,461
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LIABILITIES AND STOCKHOLDERS' EQUITY
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||||
Current liabilities:
|
|
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Trade payables
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$
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1,537
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|
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$
|
4,032
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Accrued liabilities
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1,434
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|
|
1,482
|
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Current portion of capital lease obligations
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142
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|
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281
|
|
||
Total current liabilities
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3,113
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5,795
|
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Long-term liabilities:
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Revolving line of credit
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4,000
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2,000
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Capital lease obligations, less current portion
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109
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208
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Other long-term liabilities
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120
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133
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Total liabilities
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7,342
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8,136
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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, $0.001 par value; 100,000 shares authorized; 67,768 and 56,904 shares issued and outstanding, respectively
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68
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|
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57
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Additional paid-in capital
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251,166
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241,024
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Accumulated deficit
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(231,423
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)
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(220,756
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)
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Total stockholders' equity
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19,811
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20,325
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$
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27,153
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$
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28,461
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Three Months Ended
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Six Months Ended
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||||||||||||
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July 3,
2016 |
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June 28,
2015 |
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July 3, 2016
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June 28, 2015
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||||||||
Revenue
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$
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2,717
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$
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4,973
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$
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5,667
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$
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11,132
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Cost of revenue
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1,941
|
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2,830
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3,735
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6,110
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|
||||
Gross profit
|
776
|
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2,143
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1,932
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5,022
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||||
Operating expenses:
|
|
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||||||
Research and development
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3,683
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3,493
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7,130
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6,970
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||||
Selling, general and administrative
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2,591
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2,690
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5,284
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5,650
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Restructuring costs
|
—
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169
|
|
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—
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169
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|
||||
Total operating expenses
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6,274
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6,352
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12,414
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12,789
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Loss from operations
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(5,498
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)
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(4,209
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)
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(10,482
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)
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(7,767
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)
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||||
Interest expense
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(34
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)
|
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(15
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)
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(72
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)
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(29
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)
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Interest income and other expense, net
|
(15
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)
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(33
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)
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(22
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)
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(59
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)
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Loss before income taxes
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(5,547
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)
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(4,257
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)
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(10,576
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)
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(7,855
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)
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||||
Provision for income taxes
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27
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21
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91
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61
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|
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Net loss
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$
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(5,574
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)
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$
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(4,278
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)
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$
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(10,667
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)
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$
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(7,916
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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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(0.08
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)
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$
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(0.08
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)
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$
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(0.17
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)
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$
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(0.14
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)
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Diluted
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$
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(0.08
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)
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$
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(0.08
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)
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$
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(0.17
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)
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$
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(0.14
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)
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Weighted average shares:
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Basic
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67,415
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56,359
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62,893
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56,275
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Diluted
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67,415
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56,359
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62,893
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56,275
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Three Months Ended
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Six Months Ended
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||||||||||||
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July 3,
2016 |
|
June 28,
2015 |
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July 3,
2016 |
|
June 28,
2015 |
||||||||
Net loss
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$
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(5,574
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)
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$
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(4,278
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)
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$
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(10,667
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)
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$
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(7,916
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)
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Total other comprehensive income, net of tax
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—
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—
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—
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—
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Total comprehensive loss
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$
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(5,574
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)
|
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$
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(4,278
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)
|
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$
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(10,667
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)
|
|
$
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(7,916
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)
|
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Six Months Ended
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||||||
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July 3,
2016 |
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June 28,
2015 |
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Cash flows from operating activities:
|
|
|
|
|
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Net loss
|
$
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(10,667
|
)
|
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$
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(7,916
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
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|
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Depreciation and amortization
|
631
|
|
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727
|
|
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Shares issued to third parties for services provided
|
78
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|
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—
|
|
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Stock-based compensation
|
923
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|
|
988
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|
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Write-down of inventories
|
235
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|
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13
|
|
||
Write-off of equipment
|
312
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|
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—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
116
|
|
|
(45
|
)
|
||
Inventories
|
325
|
|
|
1,938
|
|
||
Other assets
|
357
|
|
|
409
|
|
||
Trade payables
|
(1,816
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)
|
|
(533
|
)
|
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Accrued liabilities and deferred revenue
|
(43
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)
|
|
617
|
|
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Other long-term liabilities
|
(13
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)
|
|
79
|
|
||
Net cash used in operating activities
|
(9,562
|
)
|
|
(3,723
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures for property and equipment
|
(1,513
|
)
|
|
(163
|
)
|
||
Net cash used in investing activities
|
(1,513
|
)
|
|
(163
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payment of debt and capital lease obligations
|
(238
|
)
|
|
(158
|
)
|
||
Proceeds from line of credit
|
2,000
|
|
|
—
|
|
||
Proceeds from issuance of common stock
|
10,344
|
|
|
409
|
|
||
Stock issuance costs
|
(1,197
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
10,909
|
|
|
251
|
|
||
Net decrease in cash and cash equivalents
|
(166
|
)
|
|
(3,635
|
)
|
||
Cash and cash equivalents at beginning of period
|
19,136
|
|
|
30,050
|
|
||
Cash and cash equivalents at end of period
|
$
|
18,970
|
|
|
$
|
26,415
|
|
|
|
|
|
||||
Supplemental schedule of non-cash investing and financing activities :
|
|
|
|
|
|
||
Capital lease obligation to finance capital expenditures
|
$
|
251
|
|
|
$
|
258
|
|
Purchase of equipment included in accounts payable
|
$
|
8
|
|
|
$
|
36
|
|
|
As of
|
||||||
|
July 3,
2016 |
|
January 3,
2016 |
||||
|
(in thousands)
|
||||||
Inventories:
|
|
|
|
||||
Raw materials
|
$
|
—
|
|
|
$
|
—
|
|
Work-in-process
|
989
|
|
|
1,720
|
|
||
Finished goods
|
1,329
|
|
|
1,158
|
|
||
|
$
|
2,318
|
|
|
$
|
2,878
|
|
Other current assets:
|
|
|
|
||||
Prepaid expenses
|
$
|
864
|
|
|
$
|
1,184
|
|
Other
|
119
|
|
|
128
|
|
||
|
$
|
983
|
|
|
$
|
1,312
|
|
Property and equipment:
|
|
|
|
||||
Equipment
|
$
|
14,189
|
|
|
$
|
14,531
|
|
Software
|
3,162
|
|
|
3,114
|
|
||
Furniture and fixtures
|
129
|
|
|
131
|
|
||
Leasehold improvements
|
714
|
|
|
714
|
|
||
|
18,194
|
|
|
18,490
|
|
||
Accumulated depreciation and amortization
|
(15,104
|
)
|
|
(15,175
|
)
|
||
|
$
|
3,090
|
|
|
$
|
3,315
|
|
|
|
|
|
||||
Accrued liabilities:
|
|
|
|
||||
Employee related accruals
|
$
|
1,134
|
|
|
$
|
1,237
|
|
Other
|
300
|
|
|
245
|
|
||
|
$
|
1,434
|
|
|
$
|
1,482
|
|
|
As of
|
||||||
|
July 3,
2016 |
|
January 3,
2016 |
||||
|
(in thousands)
|
||||||
Debt and capital lease obligations:
|
|
|
|
|
|
||
Revolving line of credit
|
$
|
4,000
|
|
|
$
|
2,000
|
|
Capital leases
|
251
|
|
|
489
|
|
||
|
4,251
|
|
|
2,489
|
|
||
Current portion of debt and capital lease obligations
|
(142
|
)
|
|
(281
|
)
|
||
Long term portion of debt and capital lease obligations
|
$
|
4,109
|
|
|
$
|
2,208
|
|
•
|
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.
|
|
July 3, 2016
|
|
January 3, 2016
|
||||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
(1)
|
$
|
18,249
|
|
|
$
|
1,146
|
|
|
$
|
17,103
|
|
|
$
|
—
|
|
|
$
|
18,021
|
|
|
$
|
2,137
|
|
|
$
|
15,884
|
|
|
$
|
—
|
|
Total assets
|
$
|
18,249
|
|
|
$
|
1,146
|
|
|
$
|
17,103
|
|
|
$
|
—
|
|
|
$
|
18,021
|
|
|
$
|
2,137
|
|
|
$
|
15,884
|
|
|
$
|
—
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 3,
2016 |
|
June 28,
2015 |
|
July 3,
2016 |
|
June 28,
2015 |
||||||||
Cost of revenue
|
$
|
47
|
|
|
$
|
27
|
|
|
$
|
85
|
|
|
$
|
66
|
|
Research and development
|
175
|
|
|
212
|
|
|
466
|
|
|
403
|
|
||||
Selling, general and administrative
|
217
|
|
|
252
|
|
|
450
|
|
|
519
|
|
||||
Total costs and expenses
|
$
|
439
|
|
|
$
|
491
|
|
|
$
|
1,001
|
|
|
$
|
988
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
July 3,
2016 |
|
June 28,
2015 |
|
July 3,
2016 |
|
June 28,
2015 |
||||
Expected term (years)
|
0
|
|
|
0
|
|
|
0
|
|
|
4.78
|
|
Risk-free interest rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1.40
|
%
|
Expected volatility
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
52.11
|
%
|
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Shares
Available for Grant
|
|
|
(in thousands)
|
|
Balance at January 03, 2016
|
2,929
|
|
Options forfeited or expired
|
373
|
|
RSUs granted
|
(612
|
)
|
PRSUs granted
|
(193
|
)
|
RSUs forfeited or expired
|
159
|
|
PRSUs forfeited or expired
|
201
|
|
Balance at July 3, 2016
|
2,857
|
|
|
Number of Shares
|
|
Weighted
Average Exercise
Price
|
|
Weighted
Average
Remaining Term
|
|
Aggregate
Intrinsic Value
|
|||||
|
(in thousands)
|
|
|
|
(in years)
|
|
(in thousands)
|
|||||
Balance outstanding at January 3, 2016
|
5,266
|
|
|
$
|
2.64
|
|
|
|
|
|
||
Forfeited or expired
|
(373
|
)
|
|
$
|
2.74
|
|
|
|
|
|
||
Balance outstanding at July 3, 2016
|
4,893
|
|
|
$
|
2.63
|
|
|
3.82
|
|
$
|
17
|
|
Exercisable at July 3, 2016
|
4,542
|
|
|
$
|
2.62
|
|
|
3.50
|
|
$
|
17
|
|
Vested and expected to vest at July 3, 2016
|
4,838
|
|
|
$
|
2.63
|
|
|
3.77
|
|
$
|
17
|
|
|
RSUs & PRSUs Outstanding
|
|||||
|
Number of Shares
|
|
Weighted Average
Grant Date Fair Value
|
|||
|
(in thousands)
|
|
|
|||
Nonvested at January 3, 2016
|
1,435
|
|
|
$
|
2.30
|
|
Granted
|
805
|
|
|
1.11
|
|
|
Vested
|
(442
|
)
|
|
1.04
|
|
|
Forfeited
|
(360
|
)
|
|
—
|
|
|
Nonvested at July 3, 2016
|
1,438
|
|
|
$
|
2.08
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
July 3,
2016 |
|
June 28,
2015 |
|
July 3,
2016 |
|
June 28,
2015 |
||||
Expected term (months)
|
6.08
|
|
|
6.08
|
|
|
6.08
|
|
|
6.08
|
|
Risk-free interest rate
|
0.40
|
%
|
|
0.08
|
%
|
|
1.04
|
%
|
|
0.08
|
%
|
Volatility
|
54.31
|
%
|
|
51.54
|
%
|
|
61.06
|
%
|
|
51.54
|
%
|
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 3,
2016 |
|
June 28,
2015 |
|
July 3, 2016
|
|
June 28,
2015 |
||||||||
Revenue by product line
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||
New products
|
$
|
1,197
|
|
|
$
|
2,953
|
|
|
$
|
2,689
|
|
|
$
|
7,097
|
|
Mature products
|
1,520
|
|
|
2,020
|
|
|
2,978
|
|
|
4,035
|
|
||||
Total revenue
|
$
|
2,717
|
|
|
$
|
4,973
|
|
|
$
|
5,667
|
|
|
$
|
11,132
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 3,
2016 |
|
June 28,
2015 |
|
July 3, 2016
|
|
June 28, 2015
|
||||||||
Revenue by geography:
|
|
|
|
|
|
|
|
|
|
||||||
Asia Pacific
(1)
|
$
|
1,779
|
|
|
$
|
3,482
|
|
|
$
|
3,506
|
|
|
$
|
7,290
|
|
North America
(2)
|
638
|
|
|
1,087
|
|
|
1,457
|
|
|
2,929
|
|
||||
Europe
|
300
|
|
|
404
|
|
|
704
|
|
|
913
|
|
||||
Total revenue
|
$
|
2,717
|
|
|
$
|
4,973
|
|
|
$
|
5,667
|
|
|
$
|
11,132
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
July 3,
2016 |
|
June 28,
2015 |
|
July 3, 2016
|
|
June 28, 2015
|
||||
Distributor "A"
|
31
|
%
|
|
24
|
%
|
|
30
|
%
|
|
27
|
%
|
Customer "B"
|
17
|
%
|
|
14
|
%
|
|
18
|
%
|
|
15
|
%
|
Customer "G"
|
31
|
%
|
|
41
|
%
|
|
33
|
%
|
|
40
|
%
|
|
July 3,
2016 |
|
January 3,
2016 |
||
Distributor "A"
|
44
|
%
|
|
24
|
%
|
Distributor “B”
|
*
|
|
|
11
|
%
|
Distributor "G"
|
13
|
%
|
|
11
|
%
|
Customer "G"
|
20
|
%
|
|
20
|
%
|
Customer "H"
|
*
|
|
|
11
|
%
|
*
|
Represents less than 10% of accounts receivable as of the date presented.
|
|
Operating
Leases
|
||
|
(in thousands)
|
||
Fiscal Years
|
|
|
|
2016 (Remaining 6 months)
|
$
|
424
|
|
2017
|
793
|
|
|
2018
|
798
|
|
|
2019
|
164
|
|
|
2020
|
169
|
|
|
2021
|
84
|
|
|
|
$
|
2,432
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||
|
July 3,
2016 |
June 28,
2015 |
|
July 3,
2016 |
June 28,
2015 |
||||
Revenue
|
100
|
%
|
100
|
%
|
|
100
|
%
|
100
|
%
|
Cost of revenue
|
71
|
%
|
57
|
%
|
|
66
|
%
|
55
|
%
|
Gross profit
|
29
|
%
|
43
|
%
|
|
34
|
%
|
45
|
%
|
Operating expenses:
|
|
|
|
|
|
||||
Research and development
|
136
|
%
|
70
|
%
|
|
126
|
%
|
63
|
%
|
Selling, general and administrative
|
95
|
%
|
54
|
%
|
|
93
|
%
|
51
|
%
|
Restructuring Costs
|
—
|
%
|
3
|
%
|
|
—
|
%
|
2
|
%
|
Loss from operations
|
(202
|
)%
|
(85
|
)%
|
|
(185
|
)%
|
(70
|
)%
|
|
|
|
|
|
|
||||
Interest expense
|
(1
|
)%
|
—
|
%
|
|
(1
|
)%
|
—
|
%
|
Interest income and other expense, net
|
(1
|
)%
|
(1
|
)%
|
|
—
|
%
|
(1
|
)%
|
Loss before income taxes
|
(204
|
)%
|
(86
|
)%
|
|
(187
|
)%
|
(71
|
)%
|
Provision for income taxes
|
1
|
%
|
—
|
%
|
|
2
|
%
|
—
|
%
|
Net loss
|
(205
|
)%
|
(86
|
)%
|
|
(188
|
)%
|
(71
|
)%
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
July 3, 2016
|
|
June 28, 2015
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
Revenue by product line
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
New products
|
$
|
1,197
|
|
|
44
|
%
|
|
$
|
2,953
|
|
|
59
|
%
|
|
$
|
(1,756
|
)
|
|
(59
|
)%
|
Mature products
|
1,520
|
|
|
56
|
%
|
|
2,020
|
|
|
41
|
%
|
|
(500
|
)
|
|
(25
|
)%
|
|||
Total revenue
|
$
|
2,717
|
|
|
100
|
%
|
|
$
|
4,973
|
|
|
100
|
%
|
|
$
|
(2,256
|
)
|
|
(45
|
)%
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
July 3, 2016
|
|
June 28, 2015
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
Revenue
|
$
|
2,717
|
|
|
100
|
%
|
|
$
|
4,973
|
|
|
100
|
%
|
|
$
|
(2,256
|
)
|
|
(45
|
)%
|
Cost of revenue
|
1,941
|
|
|
71
|
%
|
|
2,830
|
|
|
57
|
%
|
|
(889
|
)
|
|
(31
|
)%
|
|||
Gross Profit
|
$
|
776
|
|
|
29
|
%
|
|
$
|
2,143
|
|
|
43
|
%
|
|
$
|
(1,367
|
)
|
|
(14
|
)%
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
July 3, 2016
|
|
June 28, 2015
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
R&D expense
|
$
|
3,683
|
|
|
136
|
%
|
|
$
|
3,493
|
|
|
70
|
%
|
|
$
|
190
|
|
|
5
|
%
|
SG&A expense
|
2,591
|
|
|
95
|
%
|
|
2,690
|
|
|
54
|
%
|
|
(99
|
)
|
|
(4
|
)%
|
|||
Restructuring charges
|
—
|
|
|
—
|
%
|
|
169
|
|
|
3
|
%
|
|
(169
|
)
|
|
100
|
%
|
|||
Total operating expenses
|
$
|
6,274
|
|
|
231
|
%
|
|
$
|
6,352
|
|
|
127
|
%
|
|
$
|
(78
|
)
|
|
(1
|
)%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
July 3,
2016 |
|
June 28,
2015 |
|
Amount
|
|
Percentage
|
|||||||
Interest expense
|
$
|
(34
|
)
|
|
$
|
(15
|
)
|
|
$
|
19
|
|
|
(127
|
)%
|
Interest income and other expense, net
|
(15
|
)
|
|
(33
|
)
|
|
(18
|
)
|
|
55
|
%
|
|||
|
$
|
(49
|
)
|
|
$
|
(48
|
)
|
|
$
|
1
|
|
|
(2
|
)%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
July 3,
2016 |
|
June 28,
2015 |
|
Amount
|
|
Percentage
|
|||||||
Provision for income taxes
|
$
|
27
|
|
|
$
|
21
|
|
|
$
|
6
|
|
|
29
|
%
|
|
Six Months Ended
|
|
|
|
|
|||||||||||||||
|
July 3, 2016
|
|
June 28, 2015
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
Revenue by product line
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
New products
|
$
|
2,689
|
|
|
47
|
%
|
|
$
|
7,097
|
|
|
64
|
%
|
|
$
|
(4,408
|
)
|
|
(62
|
)%
|
Mature products
|
2,978
|
|
|
53
|
%
|
|
4,035
|
|
|
36
|
%
|
|
(1,057
|
)
|
|
(26
|
)%
|
|||
Total revenue
|
$
|
5,667
|
|
|
100
|
%
|
|
$
|
11,132
|
|
|
100
|
%
|
|
$
|
(5,465
|
)
|
|
(49
|
)%
|
|
Six Months Ended
|
|
|
|
|
|||||||||||||||
|
July 3, 2016
|
|
June 28, 2015
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
Revenue
|
$
|
5,667
|
|
|
100
|
%
|
|
$
|
11,132
|
|
|
100
|
%
|
|
$
|
(5,465
|
)
|
|
(49
|
)%
|
Cost of revenue
|
3,735
|
|
|
66
|
%
|
|
6,110
|
|
|
55
|
%
|
|
(2,375
|
)
|
|
(39
|
)%
|
|||
Gross Profit
|
$
|
1,932
|
|
|
34
|
%
|
|
$
|
5,022
|
|
|
45
|
%
|
|
$
|
(3,090
|
)
|
|
(11
|
)%
|
|
Six Months Ended
|
|
|
|
|
|||||||||||||||
|
July 3, 2016
|
|
June 28, 2015
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
R&D expense
|
$
|
7,130
|
|
|
126
|
%
|
|
$
|
6,970
|
|
|
63
|
%
|
|
$
|
160
|
|
|
2
|
%
|
SG&A expense
|
5,284
|
|
|
93
|
%
|
|
5,650
|
|
|
51
|
%
|
|
(366
|
)
|
|
(6
|
)%
|
|||
Restructuring charges
|
—
|
|
|
—
|
%
|
|
169
|
|
|
2
|
%
|
|
(169
|
)
|
|
100
|
%
|
|||
Total operating expenses
|
$
|
12,414
|
|
|
219
|
%
|
|
$
|
12,789
|
|
|
116
|
%
|
|
$
|
(375
|
)
|
|
(3
|
)%
|
|
Six Months Ended
|
|
Change
|
|||||||||||
|
July 3,
2016 |
|
June 28,
2015 |
|
Amount
|
|
Percentage
|
|||||||
Interest expense
|
$
|
(72
|
)
|
|
$
|
(29
|
)
|
|
$
|
(43
|
)
|
|
148
|
%
|
Interest income and other expense, net
|
(22
|
)
|
|
(59
|
)
|
|
37
|
|
|
(63
|
)%
|
|||
|
$
|
(94
|
)
|
|
$
|
(88
|
)
|
|
$
|
(6
|
)
|
|
7
|
%
|
|
Six Months Ended
|
|
Change
|
|||||||||||
|
July 3,
2016 |
|
June 28,
2015 |
|
Amount
|
|
Percentage
|
|||||||
Provision for income taxes
|
$
|
91
|
|
|
$
|
61
|
|
|
$
|
30
|
|
|
49
|
%
|
|
Six Months Ended
|
||||||
|
July 3,
2016 |
|
June 28,
2015 |
||||
Net cash (used in) operating activities
|
$
|
(9,562
|
)
|
|
$
|
(3,723
|
)
|
Net cash (used in) investing activities
|
(1,513
|
)
|
|
(163
|
)
|
||
Net cash provided by financing activities
|
10,909
|
|
|
251
|
|
|
Payments Due by Period
|
||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
More than
3 Years
|
||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating leases
|
$
|
2,432
|
|
|
$
|
633
|
|
|
$
|
1,422
|
|
|
$
|
377
|
|
Wafer purchases
(1)
|
357
|
|
|
357
|
|
|
—
|
|
|
—
|
|
||||
Other purchase commitments
|
1,186
|
|
|
1,169
|
|
|
17
|
|
|
—
|
|
||||
Total contractual cash obligations
|
3,975
|
|
|
2,159
|
|
|
1,439
|
|
|
377
|
|
||||
Other commercial commitments
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revolving line of credit
|
4,000
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
||||
Capital lease obligations
(3)
|
251
|
|
|
142
|
|
|
109
|
|
|
—
|
|
||||
Total commercial commitments
|
4,251
|
|
|
142
|
|
|
4,109
|
|
|
—
|
|
||||
Total contractual obligations and commercial commitments
(4)
|
$
|
8,226
|
|
|
$
|
2,301
|
|
|
$
|
5,548
|
|
|
$
|
377
|
|
(1)
|
Certain of our wafer manufacturers require us to forecast wafer starts several months in advance. We are committed to accept the delivery of and pay for a portion of forecasted wafer volume. Wafer and finished goods purchase commitments of
$357,000
include firm purchase commitments as of
July 3, 2016
.
|
(2)
|
Other commercial commitments are included as liabilities on our balance sheet as of
July 3, 2016
.
|
(3)
|
For a detailed explanation, see Note 5 to the Condensed Unaudited Consolidated Financial Statements.
|
(4)
|
Total contractual obligations and commercial commitments do not include unrecognized tax benefits of
$36,000
as of
July 3, 2016
. See Note 10 to the Condensed Unaudited Consolidated Financial Statements for more information.
|
Exhibit
Number
|
|
Description
|
10.1
|
|
Resignation Agreement by and between the Company and Andrew J. Pease, dated July 9, 2016
|
10.2
|
|
Contractor Agreement by and between the Company and Andrew J. Pease, dated July 6, 2016
|
31.1
|
|
Certification of Brian C. Faith Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of Suping (Sue) Cheung, Principal Accounting Officer and Corporate Controller, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
Certification of Brian C. Faith, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
|
Certification of Suping (Sue) Cheung, Principal Accounting Officer, 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
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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
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Date:
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August 10, 2016
|
Suping (Sue) Cheung
|
|
|
Principal Accounting Officer and Corporate Controller
(as Principal Accounting and Financial Officer and on behalf of the
Registrant)
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Exhibit
Number
|
|
Description
|
10.1
|
|
Resignation Agreement by and between the Company and Andrew J. Pease, dated July 9, 2016
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10.2
|
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Contractor Agreement by and between the Company and Andrew J. Pease, dated July 6, 2016
|
31.1
|
|
Certification of Brian C. Faith Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of Suping (Sue) Cheung, Principal Accounting Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
Certification of Brian C. Faith, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
|
Certification of Suping (Sue) Cheung, Principal Accounting Officer, 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
|
(a)
|
Any Equity that is unvested as of the Resignation Date shall become vested in full as of that date;
|
(b)
|
Executive shall have a period of one year following the Resignation Date (through July 28, 2017) to exercise his right to purchase any vested Company stock options that are part of the Equity; and
|
(c)
|
On or after the Resignation Date, the Company will enter into the Independent Contractor Services Agreement with Executive that is attached as
Exhibit B
.
|
(a)
|
Contractor will be paid a monthly consulting fee of $22,917.00 for the Services. Contractor will submit a monthly invoice for this fee (by email to Tracy Ledesma at tledesma@quicklogic.com) before the 30
th
of each month, which invoice will be paid by the Company within seven (7) days following receipt, and will not be subject to any tax withholding; and
|
(b)
|
Contractor will be reimbursed by the Company for his (and his eligible dependents’) COBRA premiums actually paid for continued group health insurance coverage during the period from August 1, 2016-July 31, 2017. Contractor will include the amount of any such premiums actually paid by Contractor during the month on the monthly invoice described in (a), and the amount of such premiums will be included in the payment for that invoice.
|
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 10, 2016
|
|
|
|
|
|
|
/s/ Brian C. Faith
|
|
|
Brain C. Faith
|
|
|
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 10, 2016
|
|
|
|
|
|
|
/s/ Suping (Sue) Cheung
|
|
|
Suping (Sue) Cheung
|
|
|
Principal Accounting Officer and Corporate Controller
|
•
|
the Quarterly Report on Form 10-Q of the Company for the quarter ended
July 3, 2016
(the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934: and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented there in
|
Date:
|
August 10, 2016
|
By:
|
/s/ Brian C. Faith
|
|
|
Name:
|
Brian C. Faith
|
|
|
Title:
|
President and Chief Executive Officer
|
•
|
the Quarterly Report on Form 10-Q of the Company for the quarter ended
July 3, 2016
(the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein
|
Date:
|
August 10, 2016
|
By:
|
/s/ Suping (Sue) Cheung
|
|
|
Name:
|
Suping (Sue) Cheung
|
|
|
Title:
|
Principal Accounting Officer and Corporate Controller
|