UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 

(Mark One)

 

x

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the Quarterly Period Ended September 30, 2007

 

 

 

 

 

OR

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the Transition Period From                        To

 

COMMISSION FILE NUMBER: 000-22671

 


 

QUICKLOGIC CORPORATION

(Exact name of registrant as specified in its charter)

 

DELAWARE

77-0188504

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

1277 ORLEANS DRIVE, SUNNYVALE, CA  94089

(Address of principal executive offices, including Zip Code)

 

(408) 990-4000

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

        Large accelerated filer o                                           Accelerated filer x                                              Non-accelerated filer o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes o No x

 

As of November 1, 2007, 29,151,979 shares of the registrant’s common stock were outstanding.

 

 



 

QUICKLOGIC CORPORATION

FORM 10-Q

September 30, 2007

 

 

Page

 

 

Part I. Financial Information

3

 

 

Item 1. Financial Statements

3

Condensed Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2007 and October 1, 2006

3

Condensed Unaudited Consolidated Balance Sheets as of September 30, 2007 and December 31, 2006

4

Condensed Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2007 and October 1, 2006

5

Condensed Unaudited Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2007 and October 1, 2006

6

Notes to Condensed Unaudited Consolidated Financial Statements

7

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

22

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

33

 

 

Item 4. Controls and Procedures

34

 

 

Part II. Other Information

35

 

 

Item 1. Legal Proceedings

35

 

 

Item 1A. Risk Factors

36

 

 

Item 6. Exhibits

49

 

 

Signatures

50

 

2



 

PART I. Financial Information

 

Item 1. Financial Statements

 

QUICKLOGIC CORPORATION

CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,
2007

 

October 1,
2006

 

September 30,
2007

 

October 1,
2006

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

9,025

 

$

8,598

 

$

23,672

 

$

27,180

 

Cost of revenue

 

4,314

 

5,371

 

13,690

 

13,352

 

Gross profit

 

4,711

 

3,227

 

9,982

 

13,828

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

2,342

 

2,429

 

6,968

 

7,186

 

Selling, general and administrative

 

3,953

 

3,994

 

12,933

 

13,205

 

Loss from operations

 

(1,584

)

(3,196

)

(9,919

)

(6,563

)

Interest expense

 

(69

)

(65

)

(226

)

(235

)

Interest income and other, net

 

189

 

333

 

752

 

966

 

Loss before income taxes

 

(1,464

)

(2,928

)

(9,393

)

(5,832

)

Provision for income taxes

 

29

 

23

 

71

 

46

 

Net loss

 

$

(1,493

)

$

(2,951

)

$

(9,464

)

$

(5,878

)

 

 

 

 

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.05

)

$

(0.10

)

$

(0.33

)

$

(0.21

)

Diluted

 

$

(0.05

)

$

(0.10

)

$

(0.33

)

$

(0.21

)

 

 

 

 

 

 

 

 

 

 

Weighted average shares:

 

 

 

 

 

 

 

 

 

Basic

 

29,116

 

28,678

 

28,966

 

28,420

 

Diluted

 

29,116

 

28,678

 

28,966

 

28,420

 

 

See accompanying Notes to Condensed Unaudited Consolidated Financial Statements.

 

3



 

QUICKLOGIC CORPORATION

CONDENSED UNAUDITED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value amount)

 

 

 

September 30,
2007

 

December 31,
2006

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

20,846

 

$

24,621

 

Short-term investment in Tower Semiconductor Ltd.

 

1,601

 

1,530

 

Accounts receivable, net of allowances for doubtful accounts of $274 and $861, respectively

 

2,583

 

2,839

 

Inventory

 

4,838

 

9,064

 

Other current assets

 

1,395

 

1,894

 

Total current assets

 

31,263

 

39,948

 

Property and equipment, net

 

4,786

 

5,480

 

Investment in Tower Semiconductor Ltd.

 

806

 

769

 

Other assets

 

3,142

 

4,038

 

TOTAL ASSETS

 

$

39,997

 

$

50,235

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Trade payables

 

$

3,002

 

$

4,383

 

Accrued liabilities

 

2,644

 

2,462

 

Deferred income on shipments to distributors

 

1,159

 

1,152

 

Deferred royalty revenue

 

548

 

960

 

Current portion of debt and capital lease obligations

 

1,544

 

2,292

 

Total current liabilities

 

8,897

 

11,249

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

Debt and capital lease obligations, less current portion

 

912

 

1,618

 

Total liabilities

 

9,809

 

12,867

 

 

 

 

 

 

 

Commitments and contingencies (see Notes 12 and 13)

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.001 par value; 100,000 shares authorized; 29,152 and 28,680 shares issued and outstanding, respectively

 

29

 

29

 

Additional paid-in capital

 

166,314

 

164,138

 

Accumulated other comprehensive income

 

834

 

726

 

Accumulated deficit

 

(136,989

)

(127,525

)

Total stockholders’ equity

 

30,188

 

37,368

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

39,997

 

$

50,235

 

 

See accompanying Notes to Condensed Unaudited Consolidated Financial Statements.

 

4



 

QUICKLOGIC CORPORATION

CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

 

Nine Months Ended

 

 

 

September 30,
2007

 

October 1,
2006

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net loss

 

$

(9,464

)

$

(5,878

)

Adjustments to reconcile net loss to net cash provided by (used for) operating activities:

 

 

 

 

 

Depreciation and amortization

 

2,292

 

2,303

 

Gain on sale of equipment

 

(95

)

 

Stock-based compensation

 

1,261

 

1,145

 

Inventory write-down

 

3,533

 

1,684

 

Decrease in wafer credits from Tower Semiconductor Ltd.

 

681

 

132

 

Bad debt expense

 

163

 

110

 

Write-off of long-lived assets

 

7

 

34

 

Changes in assets and liabilities:

 

 

 

 

 

Accounts receivable

 

93

 

1,798

 

Inventory

 

693

 

(731

)

Other assets

 

714

 

(738

)

Trade payables

 

(1,965

)

1,026

 

Accrued liabilities

 

182

 

(639

)

Deferred income and royalty revenue

 

(405

)

(16

)

Net cash provided by (used for) operating activities

 

(2,310

)

230

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Capital expenditures for property and equipment

 

(1,021

)

(1,903

)

Proceeds from sale of equipment

 

95

 

 

Net cash used for investing activities

 

(926

)

(1,903

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Payment of debt and capital lease obligations

 

(1,896

)

(1,802

)

Proceeds from debt obligations

 

442

 

2,490

 

Proceeds from issuance of common stock

 

915

 

2,551

 

Net cash provided by (used for) financing activities

 

(539

)

3,239

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(3,775

)

1,566

 

Cash and cash equivalents at beginning of period

 

24,621

 

28,283

 

Cash and cash equivalents at end of period

 

$

20,846

 

$

29,849

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

Interest paid

 

$

245

 

$

284

 

Income taxes paid

 

$

132

 

$

42

 

Supplemental schedule of non-cash investing and financing activities:

 

 

 

 

 

Capital lease obligation to finance capital expenditures and related maintenance

 

$

 

$

791

 

 

See accompanying Notes to Condensed Unaudited Consolidated Financial Statements.

 

5



 

QUICKLOGIC CORPORATION

CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,
2007

 

October 1,
2006

 

September 30,
2007

 

October 1,
2006

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(1,493

)

$

(2,951

)

$

(9,464

)

$

(5,878

)

Other comprehensive gain, net of tax:

 

 

 

 

 

 

 

 

 

Unrealized gain on investments

 

484

 

81

 

108

 

13

 

Total comprehensive loss

 

$

(1,009

)

$

(2,870

)

$

(9,356

)

$

(5,865

)

 

See accompanying Notes to Condensed Unaudited Consolidated Financial Statements.

 

6


 

 


Quicklogic corporation

Notes to condensed unaudited consolidated financial statements

 

Note 1—The Company and Basis of Presentation

QuickLogic Corporation (“QuickLogic” or the “Company”) was founded in 1988 and reincorporated in Delaware in 1999. The Company develops and markets low power programmable solutions that enable customers to add features to their mobile, consumer and industrial products. The Company is a fabless semiconductor company that operates in a single industry segment where it designs, markets and supports Customer Specific Standard Products (“CSSPs”), Embedded Standard Products (“ESPs”), Field Programmable Gate Arrays (“FPGAs”), application solutions, associated design software and programming hardware.

 

The accompanying interim consolidated financial statements are unaudited. In the opinion of management, these statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) and include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of results for the interim periods presented. The Company recommends that these consolidated financial statements be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2006. Operating results for the three and nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the full year.

 

QuickLogic’s fiscal year ends on the Sunday closest to December 31. QuickLogic’s fiscal third quarter for 2007 and 2006 ended Sunday, September 30, 2007 and October 1, 2006, respectively. Beginning with fiscal year 2006, the Company changed its reporting convention to utilize the actual closing dates for all periods presented in its consolidated financial statements and accompanying notes. This change had no impact on the Company’s financial position, results of operation or cash flows for any of the periods presented.

 

Liquidity

 

The Company anticipates that its existing cash resources will fund operations, finance purchases of capital equipment and provide adequate working capital for the next twelve months. The Company’s liquidity is affected by many factors including, among others, the level of revenue and gross profit, market acceptance of existing and new products including ArcticLink™, PolarPro™, Eclipse™ II and QuickPCI® II devices, fluctuations in revenue as a result of product end-of-life, fluctuations in revenue as a result of the stage in the product life cycle of its customers’ products, costs of securing access to and availability of adequate manufacturing capacity, inventory levels, wafer purchase commitments, customer credit terms, the amount and timing of research and development expenditures, the timing of new product introductions, production volumes, product quality, sales and marketing efforts, the amount and financing arrangements for purchases of capital equipment, changes in operating assets and liabilities, the ability to obtain or renew debt financing and to remain in compliance with the terms of existing credit facilities, the ability to raise funds from the sale of shares of Tower Semiconductor Ltd. (“Tower”) and equity in the Company, the issuance and exercise of stock options, the terms of and participation in the Company’s employee stock purchase plan, and other factors related to the uncertainties of the industry and global economics. Accordingly, there can be no assurance that events in the future will not require the Company to seek additional capital or, if so required, that such capital will be available on terms acceptable to the Company.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of QuickLogic Corporation and its wholly owned subsidiaries, QuickLogic International, Inc., QuickLogic Canada Company, QuickLogic Kabushiki Kaisha, QuickLogic Software (India) Private Ltd. and QuickLogic GmbH. The Company and its subsidiaries use the U.S. dollar as its functional currency. All intercompany accounts and transactions are eliminated in consolidation.

 

Use of Estimates

 

The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates, particularly in relation to revenue recognition, the allowance for doubtful accounts, sales returns, valuation of investments, valuation of long-lived assets, inventory valuation including identification of excess quantities, market value and obsolescence, measurement of stock-based compensation awards, accounting for income taxes and estimating accrued liabilities.

 

7



 

Quicklogic corporation

Notes to condensed unaudited consolidated financial statements — (Continued)

 

Reclassifications

For presentation purposes, certain amounts in prior period financial statements, referred to in these financial statements, have been reclassified to conform to the reporting in current period financial statements.

 

Note 2—Significant Accounting Policies

Revenue Recognition

The Company supplies standard products which must be programmed before they can be used in an application. The Company’s products may be programmed by the Company, distributors, end customers or third parties. Once programmed, the Company’s parts cannot be erased and, therefore, programmed parts are only useful to a specific customer.

The Company generally recognizes revenue as products are shipped if evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, collection of the resulting receivable is reasonably assured and product returns are reasonably estimable.

Revenue is recognized upon shipment of both programmed and unprogrammed parts to original equipment manufacturer (“OEM”) customers, provided that legal title and risk of ownership have transferred.

The Company also sells to distributors under agreements that allow for price adjustments and, in the case of unprogrammed parts, certain rights of return on unsold inventory.

Because programmed parts can only be used by a specific customer, it is the Company’s practice to agree upon any price adjustments with a distributor prior to shipment. Furthermore, distributors are not allowed any future price adjustments and have no rights of return on programmed parts. Accordingly, revenue is recognized upon delivery to a distributor since title and risk of ownership have transferred to the distributor, the price is fixed, no right of return exists and collection of the resulting receivable is reasonably assured.

Unprogrammed parts shipped to distributors may be used by multiple end customers and distributors may have certain return and price adjustment privileges on unsold inventory. Accordingly, revenue associated with unprogrammed parts is deferred until resale to the end customer. Deferred income on shipments to distributors reflects the amount of gross margin expected to be realized when distributors sell through these products purchased from the Company.

Software revenue from sales of design tools is recognized when persuasive evidence of an agreement exists, delivery of the software has occurred, no significant Company obligations with regard to implementation or integration remain, the fee is fixed or determinable and collection is reasonably assured. Software revenue amounted to less than one percent of the Company’s revenue for the third quarter and the first nine months of 2007 and 2006.

 

Inventory

Inventory is stated at the lower of standard cost or net realizable value. Standard cost approximates actual cost on a first-in, first-out basis. The Company routinely evaluates quantities and values of its inventory in light of current market conditions and market trends and records reserves for quantities in excess of demand and product obsolescence. The evaluation may take into consideration historic usage, expected demand, anticipated sales price, the stage in the product life cycle of its customers’ products, new product development schedules, the effect new products might have on the sale of existing products, product obsolescence, customer design activity, customer concentrations, product merchantability and other factors. Market conditions are subject to change and actual consumption of inventory could differ from forecasted demand. The Company’s semiconductor products have historically had an unusually long product life cycle and obsolescence has not been a significant factor in the valuation of inventories. However, as the Company pursues opportunities in the mobile market, its product life cycle may be shorter and increase the potential for obsolescence. The Company also regularly reviews the cost of inventory against estimated market value and records a lower of cost or market reserve for inventories that have a cost in excess of estimated market value.

 

8



 

Quicklogic corporation

Notes to condensed unaudited consolidated financial statements — (Continued)

 

Long-Lived Assets

The Company reviews the recoverability of its long-lived assets, such as property and equipment, prepaid wafer credits and investments, annually and when events or changes in circumstances occur that indicate that the carrying value of the asset or asset group may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected future pre-tax cash flows, undiscounted and without interest charges, of the related operations. If these cash flows are less than the carrying value of the asset or asset group, an impairment loss is recognized for the difference between the estimated fair value and the carrying value, and the carrying value of the related assets is reduced by this difference. The measurement of impairment requires management to estimate future cash flows and the fair value of long-lived assets.

 

Comprehensive Income (Loss)

 

Comprehensive income (loss) includes all changes in equity (net assets) during a period from non-owner sources. Comprehensive income (loss) for the Company has included realized and unrealized holding gains or losses on its holdings of Tower ordinary shares. See Note 4.

 

Stock-Based Compensation

 

The Company accounts for stock-based compensation under the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123(R)”) and related interpretations which requires the measurement and recognition of expense related to the fair value of stock-based compensation awards. Accordingly, stock-based compensation for awards other than restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) is measured at the grant date and re-measured upon modification, as appropriate, based on the fair value of the award using the Black-Scholes option pricing model (“Black-Scholes”), and is recognized as expense over the requisite service period of the award. Stock-based compensation for RSAs and RSUs is equal to the closing price of the Company’s common stock on the date of grant; RSA and RSU awards which vest with service are expensed over the requisite service period. RSA and RSU awards which are expected to vest based on performance to a goal are expensed over the estimated vesting period. See Note 9.

 

Foreign Currency Transactions

 

All of the Company’s sales and cost of manufacturing are transacted in U.S. dollars. The Company conducts a portion of its research and development activities in Canada and India and has sales and marketing activities in various countries outside of the United States. Most of these international expenses are incurred in local currency. Foreign currency transaction gains and losses are included in interest income and other, net, as they occur. Operating expenses denominated in foreign currencies were approximately 24% and 22% of total operating expenses for the first nine months of 2007 and 2006, respectively. The Company incurred a majority of these foreign currency expenses in Canada. The Company has not used derivative financial instruments to hedge its exposure to fluctuations in foreign currency and, therefore, is susceptible to fluctuations in foreign exchange gains or losses in its results of operations in future reporting periods.

Concentration of Credit Risk

 

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, investment in Tower and accounts receivable. Cash and cash equivalents are maintained with high quality institutions. See Note 4 for information regarding the Company’s investment in Tower. The Company’s accounts receivable are denominated in U.S. dollars and are derived primarily from sales to customers located in North America, Europe and Asia Pacific. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. See Note 11 for information regarding concentrations associated with accounts receivable.

 

Warranty Costs

 

The Company generally warrants finished goods against defects in material and workmanship under normal use for twelve months from the date of shipment. The Company does not have significant product warranty related costs or liabilities. The one-time programmable nature of QuickLogic’s products minimizes warranty costs.

 

9



 

Quicklogic corporation

Notes to condensed unaudited consolidated financial statements — (Continued)

 

Recently Issued Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements,” (“SFAS 157”). SFAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. The changes to current practice resulting from the application of SFAS 157 relate to the definition of fair value, the methods used to measure fair value and expanded disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company is currently evaluating the impact that SFAS 157 will have on its consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” (“SFAS 159”). SFAS 159 permits companies to choose to measure certain financial instruments and certain other items at fair value. The standard requires that unrealized gains and losses on items for which the fair value option has been elected be reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007, although earlier adoption is permitted. The Company is currently evaluating the impact that SFAS 159 will have on its consolidated financial statements.

 

Note 3—Net Loss Per Share

Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of common shares outstanding during the period plus potentially dilutive common shares outstanding during the period under the treasury stock method. In computing diluted net loss per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options. A reconciliation of the basic and diluted per share computations is as follows (in thousands, except per share amounts):

 

 

 

Three Months Ended

 

 

 

September 30, 2007

 

October 1, 2006

 

 

 

Net Loss

 

Shares

 

Per Share
Amount

 

Net Loss

 

Shares

 

Per Share
Amount

 

Basic

 

$

(1,493

)

29,116

 

$

(0.05

)

$

(2,951

)

28,678

 

$

(0.10

)

Effect of stock options

 

 

 

 

 

 

 

Diluted

 

$

(1,493

)

29,116

 

$

(0.05

)

$

(2,951

)

28,678

 

$

(0.10

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

 

September 30, 2007

 

October 1, 2006

 

 

 

Net Loss

 

Shares

 

Per Share
Amount

 

Net Loss

 

Shares

 

Per Share
Amount

 

Basic

 

$

(9,464

)

28,966

 

$

(0.33

)

$

(5,878

)

28,420

 

$

(0.21

)

Effect of stock options

 

 

 

 

 

 

 

Diluted

 

$

(9,464

)

28,966

 

$

(0.33

)

$

(5,878

)

28,420

 

$

(0.21

)

 

For the third quarter and first nine months of 2007, 7.8 million shares associated with equity awards outstanding and the estimated number of shares to be purchased under the current offering period of the 1999 Employee Stock Purchase Plan were not included in the calculation of diluted net loss per share, as they were considered antidilutive due to the net loss the Company experienced during this period. For the third quarter and first nine months of 2006, 6.2 million shares associated with options outstanding were not included in the calculation of diluted net loss per share, as they were considered antidilutive due to the net loss the Company experienced during this period.

 

Note 4—Investment in Tower Semiconductor Ltd.

On December 12, 2000, the Company entered into several agreements with Tower, as amended, under which the Company agreed to make a strategic investment in Tower of up to $25 million as part of Tower’s plan to build and equip a new wafer fabrication facility. During 2001 and 2002, the Company paid a total of $21.3 million to Tower to fulfill its investment requirements under the agreement. In partial consideration for the investment, the Company received 1,757,368 Tower ordinary shares with an original cost of $16.6 million. Due to write-downs in

 

10



 

Quicklogic corporation

Notes to condensed unaudited consolidated financial statements — (Continued)

 

prior periods as a result of “other than temporary” declines in market value, the adjusted cost of the Company’s Tower ordinary shares is $1.17 per share. The Company sold a portion of the Tower ordinary shares in fiscal 2003.

 

As of September 30, 2007, the Company held 1,344,543 available for sale Tower ordinary shares with an unrealized gain of $834,000 recorded in accumulated other comprehensive income, representing the difference between the adjusted cost per share and $1.79 per share, their market value on the last trading day of the reporting period. The Company plans to hold 450,000 of the Tower ordinary shares in order to receive competitive product pricing under the Agreement and has recorded these shares as a long-term investment on the balance sheets. The remaining 894,543 shares are classified as a short-term investment on the balance sheets.

 

The Company also received $4.7 million in prepaid wafer credits in partial consideration for the investment. As of September 30, 2007, the prepaid wafer credits balance was $3.0 million. The Company has guaranteed capacity at Tower through at least 2010. These credits are recorded within long-term other assets on the balance sheets and can be applied toward wafer purchases from Tower at 15% of the value of purchases made through 2010.

Note 5—Balance Sheet Components

 

 

September 30,
2007

 

December 31,
2006

 

 

 

(in thousands)

 

Inventory:

 

 

 

 

 

Raw materials

 

$

254

 

$

791

 

Work-in-process

 

4,008

 

7,845

 

Finished goods

 

576

 

428

 

 

 

$

4,838

 

$

9,064

 

 

 

 

 

 

 

Other current assets:

 

 

 

 

 

Prepaid expenses

 

$

1,261

 

$

1,566

 

Other

 

134

 

328

 

 

 

$

1,395

 

$

1,894

 

 

 

 

 

 

 

Property and equipment:

 

 

 

 

 

Equipment

 

$

14,401

 

$

13,477

 

Software

 

9,384

 

9,370

 

Furniture and fixtures

 

824

 

824

 

Leasehold improvements

 

803

 

803

 

 

 

25,412

 

24,474

 

Accumulated depreciation and amortization

 

(20,626

)

(18,994

)

 

 

$

4,786

 

$

5,480

 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

Prepaid wafer credits

 

$

2,953

 

$

3,634

 

Other

 

189

 

404

 

 

 

$

3,142

 

$

4,038

 

 

 

 

 

 

 

Accrued liabilities:

 

 

 

 

 

Employee related accruals

 

$

1,775

 

$

1,150

 

Other

 

869

 

1,312

 

 

 

$

2,644

 

$

2,462

 

 

11



 

Quicklogic corporation

Notes to condensed unaudited consolidated financial statements — (Continued)

 

Note 6—Obligations

 

 

September 30,
2007

 

December 31,
2006

 

 

 

(in thousands)

 

 

 

 

 

 

 

Debt and capital lease obligations:

 

 

 

 

 

Notes payable to bank

 

$

1,930

 

$

2,526

 

Capital leases

 

526

 

1,384

 

 

 

2,456

 

3,910

 

Current portion of debt and capital lease obligations

 

(1,544

)

(2,292

)

 

 

$

912

 

$

1,618

 

 

Revolving Line of Credit and Notes Payable to Bank

Effective June 2006, the Company entered into a Second Amended and Restated Loan and Security Agreement with Silicon Valley Bank. Terms of the agreement included a $5.0 million revolving line of credit that is available through June 2008 and an additional $2.0 million of borrowing capacity under the equipment line of credit that was available to be drawn against through June 2007. Advances under the equipment line of credit must be repaid in either 30 or 36 equal monthly installments, depending upon the nature of the items financed. The agreement was amended in June 2007 to include an additional $2.5 million of borrowing capacity under the equipment line of credit that is available to be drawn against through June 2008 and provides that future advances under the equipment line of credit be repaid in 36 equal monthly installments. Terms of the various advances under the agreement are as follows (in thousands):

 

 

 

Original
Balance

 

Balance at
September 30,
2007

 

Available
Credit

 

Interest Rate

 

Maturity Date

Revolving Line of Credit:

 

 

 

 

 

 

 

 

 

 

Non-formula advances

 

n/a

 

$

 

$

5,000

 

Greater of Prime
+ 0.50% or
8.50%

 

June 28, 2008

 

 

 

 

 

 

 

 

 

 

 

Equipment Line of Credit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable

 

$

1,409

 

40

 

n/a

 

Prime + 2.00%

 

Multiple draws
maturing on or before
April 2008

Notes payable

 

932

 

466

 

n/a

 

Prime + 1.75%

 

Multiple draws
maturing on or before
April 2009

Notes payable

 

1,558

 

1,031

 

n/a

 

Prime + 1.00%

 

Multiple draws
maturing on or before
September 2009

Notes payable

 

442

 

393

 

n/a

 

Prime + 1.00%

 

Multiple draws
maturing on or before
May 2010

 

 

 

 

 

 

 

 

 

 

 

Notes payable

 

n/a

 

 

2,500

 

Prime + 1.00%
or Treasury
+ 4.00%

 

36 months from
date of advance

Total

 

 

 

$

1,930

 

 

 

 

 

 

 

12



 

Quicklogic corporation

Notes to condensed unaudited consolidated financial statements — (Continued)

 

The bank has a first priority security interest in substantially all of the Company’s tangible and intangible assets to secure any outstanding amounts under the agreement. Under the terms of the agreement, the Company must maintain a minimum tangible net worth and adjusted quick ratio. The agreement also has certain restrictions including, among others, on the incurrence of other indebtedness, the maintenance of depository accounts, the disposition of assets, mergers, acquisitions, investments, the granting of liens and the payment of dividends. The Company was in compliance with the financial covenants of the agreement as of September 30, 2007.

 

At September 30, 2007, the prime rate under the credit facility was 7.75%. As of September 30, 2007 and December 31, 2006, $886,000 and $1.3 million, respectively, of amounts outstanding under the equipment line of credit were classified as long-term obligations.

 

Capital Lease

In December 2005, the Company leased design software and related maintenance under a two-year capital lease at an imputed interest rate of 8.5% per annum. Terms of the agreement require the Company to make quarterly payments of approximately $204,000 through November 2007. The Company recorded a capital asset for $1.2 million that is being depreciated over the term of the agreement, prepaid maintenance of $272,000 that is being amortized over the term of the agreement and a capital lease obligation of $1.5 million. As of September 30, 2007, $200,000 was outstanding under the capital lease, zero of which was classified as a long-term obligation.

 

In January 2006, the Company leased design software tools and related maintenance under a three-year capital lease at an imputed interest rate of 9.0% per annum. Terms of the agreement require the Company to make semi-annual payments of approximately $148,000 through July 2008. The Company recorded a capital asset for $633,000 that is being depreciated over the term of the agreement, prepaid maintenance of $158,000 that is being amortized over the term of the agreement and a capital lease obligation of $791,000. As of September 30, 2007, $277,000 was outstanding under the capital lease, zero of which was classified as a long-term obligation.

 

In the fourth quarter of 2006, the Company entered into a capital lease obligation in the amount of $77,000 to finance design software. The capital lease obligation has an imputed interest rate of 9.25% per annum and is being repaid in annual amounts of $28,000 through January 2009. As of September 30, 2007, $49,000 was outstanding under the capital lease, $26,000 of which was classified as a long-term obligation.

 

Note 7—Deferred Royalty Revenue

In October 2000, the Company entered into a technology license and wafer supply agreement with Aeroflex Incorporated (“Aeroflex”). Under the terms of the agreement, the Company received $750,000 of prepaid royalties. In addition, Aeroflex receives a prepaid royalty credit for a portion of the amounts paid for wafers purchased from the Company under the agreement. As of September 30, 2007 and December 31, 2006, the Company had recorded approximately $548,000 and $960,000, respectively, of deferred royalty revenue under this agreement which is classified as a current liability. The Company recognized $520,000 and zero royalty revenue in the first nine months of 2007 and 2006, respectively.

 

Note 8—Employee Stock Plans

1989 Stock Option Plan

The 1989 Stock Option Plan (the “1989 Plan”) provided for the issuance of incentive and nonqualified options for the purchase of up to 4.6 million shares of common stock. Options granted under the 1989 Plan have a term of up to ten years, and typically vest at a rate of 25% of the total grant per year over a four-year period. In September 1999, the Company adopted the 1999 Stock Plan and no further stock option grants were made under the 1989 Plan.

 

1999 Stock Plan

The 1999 Stock Plan (the “1999 Plan”) was adopted by the Board of Directors in August 1999 and was approved by the Company’s stockholders in September 1999. The Company may issue stock options, RSAs or RSUs under the terms of the 1999 Plan. As of September 30, 2007, approximately 14.8 million shares were reserved for issuance under the 1999 Plan. In addition, each January an annual increase is added to the 1999 Plan equal to the

 

13



 

Quicklogic corporation

Notes to condensed unaudited consolidated financial statements — (Continued)

 

lesser of (i) 5,000,000 shares, (ii) 5% of the Company’s outstanding shares on such date, or (iii) a lesser amount determined by the Board of Directors. Equity awards that are cancelled, forfeited or repurchased under the 1989 Plan also become available for grant under the 1999 Plan. Equity awards granted under the 1999 Plan have a term of up to ten years. Options typically vest at a rate of 25% one year after the vesting commencement date, and one forty-eighth for each month of service thereafter. During the third quarter of 2007, the Company granted performance based RSUs which will vest upon achievement of a revenue goal. The Company has implemented a different vesting schedule in the past and may implement different vesting schedules in the future with respect to any new equity awards.

 

Employee Stock Purchase Plan

The 1999 Employee Stock Purchase Plan (“ESPP”) was adopted by the Board of Directors in August 1999 and was approved by the Company’s stockholders in September 1999. As of September 30, 2007, approximately 6.3 million shares were reserved for issuance under the ESPP. In addition, each August an annual increase is added to the ESPP equal to the lesser of (i) 1,500,000 shares, (ii) 4% of the Company’s outstanding shares on such date, or (iii) a lesser amount determined by the Board of Directors.

The Board of Directors amended the ESPP in November 2005 to provide for six-month offering periods. Participants purchase shares through payroll deductions of up to 20% of an employee’s total compensation (maximum of 20,000 shares per offering period). The amended ESPP permits the Board of Directors to determine, prior to each offering period, whether participants purchase shares at: (i) 85% of the fair market value of the common stock at the end of the offering period; or (ii) 85% of the lower of the fair market value of the common stock at the beginning or the end of an offering period. The Board of Directors has determined that, until further notice, future offering periods will be made at 85% of the lower of the fair market value of the common stock at the beginning or the end of an offering period.

 

Note 9—Stock-Based Compensation

Effective January 2, 2006, the Company adopted the provisions of SFAS 123(R) which requires the measurement and recognition of expense related to the fair value of stock-based compensation awards made to employees and directors over the requisite service period. Under SFAS 123(R), stock-based compensation expense is recognized in the Company’s consolidated statements of operations and includes: (i) compensation expense for stock-based compensation awards granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated and re-measured upon modification in accordance with the pro forma provisions of SFAS 123, and (ii) compensation expense for the stock-based compensation awards granted or modified subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R). The impact of SFAS 123(R) on the Company’s consolidated financial statements for the third quarter and first nine months of 2007 and 2006 was as follows (in thousands):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,
2007

 

October 1,
2006

 

September 30,
2007

 

October 1,
2006

 

Cost of revenue

 

$

67

 

$

36

 

$

176

 

$

138

 

Research and development

 

94

 

57

 

273

 

321

 

Selling, general and administrative

 

291

 

197

 

812

 

686

 

Total costs and expenses

 

$

452

 

$

290

 

$

1,261

 

$

1,145

 

 

The amount of stock-based compensation included in inventory for the third quarter and first nine months of 2007 and 2006 was not material.

 

14



 

Quicklogic corporation

Notes to condensed unaudited consolidated financial statements — (Continued)

 

Valuation Assumptions

SFAS 123(R) requires companies to estimate the fair value of stock-based compensation awards, other than RSA and RSU awards, on the grant date using an option pricing model. As required by SFAS 123(R), the Company has made an estimate of expected forfeitures and is recognizing compensation costs only for those equity awards expected to vest. The Company measures the fair value of stock-based compensation awards, other than RSA and RSU awards, using the Black-Scholes option pricing model. Black-Scholes, as well as other currently accepted option valuation models, was developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions. These assumptions differ significantly from the characteristics of the Company’s stock-based compensation awards. Black-Scholes also requires the use of highly subjective, complex assumptions, including expected term and the price volatility of the Company’s stock. The estimated fair value of RSAs and RSUs is equal to the closing price of the Company’s common stock on the date of grant; awards which vest with service are expensed over the requisite service period. RSA and RSU awards which are expected to vest based on performance to a goal are expensed over the estimated vesting period.

 

The following weighted average assumptions are included in the estimated fair value calculations for stock option grants:

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,
2007

 

October 1,
2006

 

September 30,
2007

 

October 1,
2006

 

Expected term (years)

 

5.07

 

5.75

 

5.09

 

5.75

 

Risk-free interest rate

 

4.51

%

4.74

%

4.62

%

4.80

%

Volatility

 

80.00

%

82.00

%

80.00

%

82.00

%

Dividend yield

 

 

 

 

 

 

The methodologies for determining the above values were as follows:

                  Expected term: The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is estimated based on historical experience.

                  Risk-free interest rate: The risk-free interest rate assumption is based upon the observed interest rate appropriate for the expected term of the Company’s employee stock options.

                  Volatility: The Company determines expected volatility based primarily on historical volatility of the Company’s common stock.

                  Dividend yield: The dividend yield assumption is based on the Company’s intent not to issue a dividend under its dividend policy.

The weighted average estimated fair value for options granted during the third quarter of 2007 and 2006 was $2.35 and $2.08 per option, respectively. The weighted average estimated fair value for options granted during the first nine months of 2007 and 2006 was $2.10 and $2.98 per option, respectively. As of the end of the third quarter of 2007, the fair value of unvested stock options, net of expected forfeitures, was $3.3 million which is expected to be recognized over the next four years.

 

15


 


 

Quicklogic corporation

Notes to condensed unaudited consolidated financial statements — (Continued)

 

Stock-Based Compensation Award Activity

 

The following table summarizes stock-based compensation award activity under the 1989 Plan and the 1999 Plan for the first nine months of 2007 and fiscal year 2006:

 

 

 

 

 

Options Outstanding

 

 

 

Shares
Available for Grant

 

Number of Shares

 

Weighted Average
Exercise Price

 

 

 

(in thousands)

 

(in thousands)

 

 

 

Balance at January 2, 2006

 

6,658

 

6,735

 

$

5.37

 

Authorized

 

1,394

 

 

 

Granted

 

(1,711

)

1,711

 

3.25

 

Forfeited or expired

 

284

 

(284

)

9.02

 

Exercised

 

 

(698

)

3.07

 

Balance at December 31, 2006

 

6,625

 

7,464

 

4.97

 

Authorized

 

1,434

 

 

 

Options granted

 

(424

)

424

 

3.11

 

RSAs and RSUs granted

 

(961

)

 

 

Forfeited or expired

 

933

 

(933

)

6.43

 

Exercised

 

 

(309

)

1.89

 

Balance at September 30, 2007

 

7,607

 

6,646

 

$

4.79

 

 

        For the first nine months of 2007, the Company granted an aggregate of 32,000 fully vested restricted stock awards and 929,000 restricted stock units under the 1999 Plan.  Refer to the table below for a summary of the Company’s restricted stock award and restricted stock unit activity.

 

The total intrinsic value of options exercised during the third quarter of 2007 and 2006 was $55,000 and $27,000 respectively. The total intrinsic value of options exercised during the first nine months of 2007 and 2006 was $345,000 and $1.6 million, respectively. Total cash received from employees as a result of employee stock option exercises during the third quarter and first nine months of 2007 was approximately $140,000 and $585,000, respectively. Total cash received from employees as a result of employee stock option exercises during the third quarter and first nine months of 2006 was approximately $25,000 and $2.1 million, respectively. The Company settles employee stock option exercises, restricted stock awards and restricted stock units that vest with newly issued common shares. In connection with the issuance of these shares, there was no tax benefit realized by the Company due to the Company’s current loss position.

 

Restricted Stock Awards and Restricted Stock Units

 

The Company began issuing RSAs in the second quarter of 2007 and RSUs in the third quarter of 2007. A summary of the Company’s RSA and RSU activity and related information are as follows:

 

 

 

RSAs and RSUs Outstanding

 

 

 

Number of Shares

 

Weighted Average
Grant Date Fair Value

 

 

 

(in thousands)

 

 

 

Balance at December 31, 2006

 

 

$

 

Granted

 

961

 

3.58

 

Exercised/Issued

 

(32

)

3.05

 

Forfeited

 

 

 

Balance at September 30, 2007

 

929

 

$

3.60

 

 

16



 

Quicklogic corporation

Notes to condensed unaudited consolidated financial statements — (Continued)

 

The outstanding balance at September 30, 2007 consists of performance based RSUs; the $3.3 million fair value of these awards will be expensed over the next fifteen months based on the number of awards which vest.

Employee Stock Purchase Plan

The offering period ending May 2006 under the ESPP provided that shares were purchased at 85% of the fair market value of the common stock at the end of the offering period. Accordingly, the fair value of stock-based compensation awards under the ESPP was recognized based upon employee deductions and the purchase discount, rather than using a pricing model. Stock-based compensation relating to the ESPP was $8,000 and $77,000 in the third quarter and first nine months of 2006, respectively. The purchase discount of rights issued pursuant to the Company’s ESPP during the third quarter and first nine months of 2006 was $0.84 per right.

The Company cancelled the offering period ended November 2006 due to its internal review of stock option granting practices and related accounting.

 

The offering period ending May 14, 2007 commenced on January 24, 2007, once the Company had completed its stock option review and was current with its filings as required by the Securities and Exchange Commission (“SEC”) and Nasdaq. The current offering period ending November 14, 2007 is a standard six-month offering period. Employees participating in these offering periods purchase common stock at 85% of the lower of the fair market value of the common stock at the beginning or the end of the offering period. Stock-based compensation relating to the ESPP was $110,000 and $273,000 in the third quarter and first nine months of 2007, respectively. The weighted average estimated fair value, as defined by SFAS 123(R), of rights issued pursuant to the Company’s ESPP during the third quarter and first nine months of 2007 was $0.90 and $0.88 per right, respectively.

 

The following weighted average assumptions are included in the estimated fair value calculations for rights to purchase stock under the ESPP as of the grant date:

 

 

 

Three Months Ended
September 30, 2007

 

Nine Months Ended
September 30, 2007

 

Expected life (months)

 

6.

0

 

5.

1

 

Risk-free interest rate

 

5.

00

%

5.

00

%

Volatility

 

55.

00

%

55.

00

%

Dividend yield

 

 

 

 

 

 

The methodologies for determining the above values were as follows:

                  Expected term: The expected term represents the length of the purchase period contained in the ESPP.

                  Risk-free interest rate: The risk-free interest rate assumption is based upon the observed interest rate appropriate for the term of the purchase period.

                  Volatility: The Company determines expected volatility based primarily on historical volatility of the Company’s common stock for the term of the purchase period.

                  Dividend yield: The dividend yield assumption is based on the Company’s intent not to issue a dividend under its dividend policy.

 

Note 10—Income Taxes

In the third quarter of 2007 and 2006, the Company recorded income tax expense of $29,000 and $23,000, respectively, which consisted primarily of income taxes on foreign operations. In the first nine months of 2007 and 2006, the Company recorded income tax expense of $71,000 and $46,000, respectively, which consisted primarily of income taxes on foreign operations.

 

Due to the uncertainties surrounding the realization of the deferred tax assets resulting from the Company’s accumulated deficit and net tax losses in previous years, the Company has provided a full valuation allowance against the associated deferred tax assets. The Company will continue to assess the realizability of the deferred tax assets in future periods.

 

17



 

Quicklogic corporation

Notes to condensed unaudited consolidated financial statements — (Continued)

 

At December 31, 2006, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $82.2 million and $19.1 million, respectively. These carryforwards, if not utilized to offset future taxable income and income taxes payable, will expire beginning in 2007 for federal and state purposes. Included in the net operating loss carryforward amount is $4.3 million and $3.1 million for federal and state income tax purposes, respectively, of stock option deductions that, when recognized, will result in a credit to stockholders’ equity.

On January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), an interpretation of FASB Statement No. 109 (“SFAS 109”). FIN 48 addressed the determination of how tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under FIN 48, the Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company did not recognize material additional liability as a result of the implementation of FIN 48. The Company had approximately $111,000 of unrecognized tax benefits at January 1, 2007, the adoption date. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of January 1, 2007, the Company had approximately $9,000 of accrued interest and penalties related to uncertain tax positions.There were no significant changes to any of these amounts during the first nine months of 2007. In May 2007, the FASB issued FASB Staff Position (“FSP”) FIN 48-1 “Definition of Settlement in FASB Interpretation No. 48” (“FSP FIN 48-1”) relating to FIN 48. The Company has applied the provisions of FSP FIN48-1 in its adoption of FIN 48.

The Company is no longer subject to U.S. federal, state and non-U.S. income tax audits by taxing authorities for fiscal years through 1992. The Company estimates that any unrecognized tax benefit will not change significantly within the next twelve months.

Under the Tax Reform Act of 1986, the amount of and the benefit from net operating losses that can be carried forward may be impaired in certain circumstances. Events which may cause changes in the Company’s tax carryforwards include, but are not limited to, a cumulative ownership change of more than 50% over a three year period. Since inception, the Company has had cumulative changes in ownership which will limit the loss carryforward deduction under IRC Section 382. However, the Company believes that such limitations will not have a material effect on the future utilization of losses.

 

Enacted in October 2004, Section 409A of the Internal Revenue Code significantly changed the rules for nonqualified deferred compensation plans. Section 409A imposes certain restrictions on stock awards that constitute deferred compensation. As a result of the Company’s stock option review in 2006, the Board of Directors modified options granted to two executive officers that resulted in an increase to their exercise price in order to eliminate any additional tax exposure under Section 409A and thereby maintain the incentive value of the options. The Company believes that the implications of Section 409A on grants with intrinsic value that vested after December 31, 2004 and modifications made to existing grants after October 3, 2004, along with potential remedial actions, is not material to its consolidated financial statements.

 

18



 

Quicklogic corporation

Notes to condensed unaudited consolidated financial statements — (Continued)

 

Note 11—Information Concerning Product Lines, Geographic Information and Revenue Concentration

The Company identifies its business segments based on business activities, management responsibility and geographic location. For all periods presented, the Company operated in a single business segment.

 

The following is a breakdown of revenue by product family (in thousands):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30, 2007

 

October 1, 2006

 

September 30, 2007

 

October 1, 2006

 

Revenue by product family (1):

 

 

 

 

 

 

 

 

 

New products

 

$

1,620

 

$

2,135

 

$

2,837

 

$

5,376

 

Mature products

 

4,536

 

4,297

 

12,418

 

13,398

 

End-of-life products

 

2,869

 

2,166

 

8,417

 

8,406

 

Total revenue

 

$

9,025

 

$

8,598

 

$

23,672

 

$

27,180

 


                        (1)  The Company changed the definition of its product families in the third quarter of 2007 and has restated prior periods to conform with the new definitions. New products include ArcticLink, PolarPro, Eclipse II and QuickPCI II products. Mature products include pASIC® 3, QuickRAM, Eclipse, QuickDSP and QuickFC products, as well as royalty revenue, programming hardware and design software. End-of-life products include pASIC 1, pASIC 2, V3, QuickMIPS and QuickPCI products.

The following is a quarterly breakdown of revenue by product family for 2007 and 2006 (in thousands):

 

 

 

Three Months Ended

 

 

 

September 30,
2007

 

July 1,
 2007

 

April 1,
 2007

 

Revenue by product family:

 

 

 

 

 

 

 

New products

 

$

1,620

 

$

611

 

$

606

 

Mature products

 

4,536

 

4,376

 

3,506

 

End-of-life products

 

2,869

 

3,418

 

2,130

 

Total revenue

 

$

9,025

 

$

8,405

 

$

6,242

 

 

 

 

Three Months Ended

 

 

 

December 31,
2006

 

October 1,
2006

 

July 2,
2006

 

April 2,
2006

 

Revenue by product family:

 

 

 

 

 

 

 

 

 

New products

 

$

1,171

 

$

2,135

 

$

2,225

 

$

1,016

 

Mature products

 

4,062

 

4,297

 

4,571

 

4,530

 

End-of-life products

 

2,511

 

2,166

 

2,453

 

3,787

 

Total revenue

 

$

7,744

 

$

8,598

 

$

9,249

 

$

9,333

 

 

The following is a breakdown of revenue by shipment destination (in thousands):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,
2007

 

October 1,
2006

 

September 30,
2007

 

October 1,
2006

 

Revenue by geography:

 

 

 

 

 

 

 

 

 

United States

 

$

4,133

 

$

3,680

 

$

11,031

 

$

11,723

 

Europe

 

1,961

 

3,435

 

4,507

 

9,481

 

Japan

 

794

 

584

 

2,152

 

2,526

 

Taiwan

 

805

 

77

 

1,394

 

213

 

China

 

433

 

464

 

1,234

 

1,584

 

Rest of North America

 

386

 

202

 

2,638

 

1,140

 

Rest of Asia Pacific

 

513

 

156

 

716

 

513

 

Total revenue

 

$

9,025

 

$

8,598

 

$

23,672

 

$

27,180

 

 

19



 

Quicklogic corporation

Notes to condensed unaudited consolidated financial statements — (Continued)

 

The following distributors and customers accounted for 10% or more of the Company’s revenue for the periods presented:

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,
2007

 

October 1,
2006

 

September 30,
2007

 

October 1,
2006

 

Distributor “A”

 

24

%

28

%

22

%

28

%

Distributor “B”

 

16

%

10

%

17

%

12

%

Customer “A” — OEM

 

*

 

15

%

11

%

13

%

Customer “B” — OEM

 

*

 

18

%

*

 

14

%


* Represents less than 10% of revenue for the period presented.

 

The following distributors and customers accounted for 10% or more of the Company’s accounts receivable as of the dates presented:

 

 

September 30,
2007

 

December 31,
2006

 

Distributor “A”

 

29

%

15

%

Distributor “B”

 

16

%

*

 

Customer “B” — OEM

 

*

 

12

%

Customer “C” — OEM

 

11

%

*

 

Customer “D” — OEM

 

*

 

13

%

Customer “E” — OEM

 

*

 

11

%


* Represents less than 10% of accounts receivable as of the date presented.

 

As of September 30, 2007, less than 10% of the Company’s long-lived assets, including property and equipment and other assets, were located outside the United States.

 

Note 12—Commitments

Certain of the Company’s wafer manufacturers require the Company to forecast wafer starts several months in advance. The Company is committed to take delivery of and pay for a portion of forecasted wafer volume. As of September 30, 2007 and December 31, 2006, the Company had $6.9 million and $2.1 million, respectively, of outstanding commitments for the purchase of wafer inventory.

 

The Company leases, with an option to renew, its primary facility under a non-cancelable operating lease that expires in March 2009. In addition, the Company rents development facilities in Canada and India as well as sales offices in Europe and Asia. Total rent expense, net of sublease income, for the third quarter of 2007 and 2006 was approximately $225,000 and $210,000, respectively, and rent expense for the first nine months of 2007 and 2006 was approximately $665,000 and $640,000, respectively. The Company has subleased a portion of its primary facilities to a tenant until March 2009.

 

Note 13—Litigation

On October 26, 2001, a putative securities class action was filed in the U.S. District Court for the Southern District of New York against certain investment banks that underwrote QuickLogic’s initial public offering, QuickLogic and some of QuickLogic’s officers and directors. The complaint alleges excessive and undisclosed commissions in connection with the allocation of shares of common stock in QuickLogic’s initial and secondary public offerings and artificially high prices through “tie-in” arrangements which required the underwriters’ customers to buy shares in the aftermarket at pre-determined prices in violation of the federal securities laws. Plaintiffs seek an unspecified amount of damages on behalf of persons who purchased QuickLogic’s stock pursuant to the registration statements between October 14, 1999 and December 6, 2000. Various plaintiffs have filed similar actions asserting virtually identical allegations against over 300 other public companies, their underwriters, and their officers and directors arising out of each company’s public offering. These actions, including the action against QuickLogic, have been coordinated for pretrial purposes and captioned In re Initial Public Offering Securities Litigation, 21 MC 92. In June 2004, a stipulation of settlement and release of claims against the issuer defendants,

 

20



 

Quicklogic corporation

Notes to condensed unaudited consolidated financial statements — (Continued)

 

including QuickLogic, was submitted to the court for approval. On August 31, 2005, the court preliminarily approved the settlement. In December 2006, the appellate court overturned the certification of classes in the six test cases that were selected by the underwriter defendants and plaintiffs in the coordinated proceedings. Because class certification was a condition of the settlement, it was unlikely that the settlement would receive final Court approval. On June 25, 2007, the Court entered an order terminating the proposed settlement based upon a stipulation among the parties to the settlement. Plaintiffs have filed amended master allegations and amended complaints in the six test cases for class certification. It is uncertain whether there will be any revised or future complaints. If a settlement does not occur and litigation against QuickLogic continues, the Company intends to defend the case vigorously.

 

On November 2, 2006 and November 29, 2006, purported shareholder derivative complaints were filed against certain of the Company’s current and former officers and directors in the U.S. District Court for the Northern District of California.  The complaints alleged that the individual defendants had violated the federal securities laws and breached their duties to the Company in connection with the granting and/or receipt of options for Company stock. The complaints named the Company as a nominal defendant and sought unspecified monetary damages against the individual defendants as well as various forms of injunctive relief.  On August 7, 2007, the parties submitted to the Court a stipulation and proposed order to dismiss the case in its entirety and without prejudice.  On August 13, 2007, the Court entered the order dismissing the case in its entirety and without prejudice.

 

No estimate can be made of the possible loss or possible range of loss associated with the resolution of these contingencies and, accordingly, the Company has not recorded a liability.

 

From time to time, the Company is involved in legal actions arising in the ordinary course of business, including but not limited to intellectual property infringement and collection matters. Absolute assurance cannot be given that third party assertions will be resolved without costly litigation in a manner that is not adverse to the Company’s financial position, results of operations or cash flows or without requiring royalty or other payments in the future which may adversely impact gross profit.

 

Note 14—Shelf Registration Statement

On July 12, 2005, the Company filed a shelf registration statement on Form S-3, which was declared effective on July 26, 2005 by the SEC.  The Company subsequently suspended the use of the shelf registration statement after the voluntary internal review of historical stock option granting practices and related accounting caused delays in the filing of its periodic reports with the SEC. The Company expects to be eligible to use the shelf registration statement again on January 10, 2008, at which time it will have timely filed all periodic reports during the preceding 12 months.  Under the shelf registration statement, the Company has the ability to raise up to $30.0 million, in one or more transactions, by selling common stock, preferred stock, depositary shares, or warrants. As of September 30, 2007, the Company had not raised any funds in connection with this filing.  Under the Securities Offering Reform of 2005, the Company may offer and sell securities registered under this shelf registration statement through November 30, 2008.

 

21


 

 


 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as information contained in “Risk Factors” in Part II, Item 1A and elsewhere in this Quarterly Report on Form 10-Q, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend that these forward-looking statements be subject to the safe harbors created by those provisions. Forward-looking statements are generally written in the future tense and/or are preceded by words such as “will,” “may,” “should,” “forecast,” “could,” “expect,” “suggest,” “believe,” “anticipate,” “intend,” “plan” or other similar words. Forward-looking statements include statements (1) regarding our revenue levels, including the commercial success of our new products, and the effect of our end-of-life products, (2) our gross profit and factors that affect gross profit, (3) our level of operating expenses, (4) our research and development efforts, (5) our liquidity, (6) our partners and suppliers and (7) industry trends. The following discussion should be read in conjunction with the attached condensed unaudited consolidated financial statements and notes thereto, and with our audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2006, found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on March 15, 2007 and with our condensed unaudited consolidated financial statements and notes thereto for the quarters ended April 1, 2007 and July 1, 2007 found in our Quarterly Report on Form 10-Q filed with the SEC on May 10, 2007 and August 10, 2007, respectively.

 

The forward-looking statements contained in this Quarterly Report involve a number of risks and uncertainties, many of which are outside of our control. Factors that could cause actual results to differ materially from projected results include, but are not limited to, risks associated with (1) the commercial and technical success of our new products such as ArcticLink™, PolarPro™, Eclipse™ II and QuickPCI® II, (2) our successful introduction of products and solutions incorporating emerging technologies or standards, (3) limited visibility into demand for our products including demand from significant customers or for new products, (4) the liquidity required to support our future operating and capital requirements, (5) our ability to accurately estimate quarterly revenue and (6) our dependence upon single suppliers to fabricate and assemble our products. Although we believe that the assumptions underlying the forward-looking statements contained in this Quarterly Report are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements will be accurate. The risks, uncertainties and assumptions referred to above that could cause our results to differ materially from the results expressed or implied by such forward-looking statements include, but are not limited to, those discussed under the heading “Risk Factors” in Part II, Item 1A hereto and the risks, uncertainties and assumptions discussed from time to time in our other public filings and public announcements. All forward-looking statements included in this document are based on information available to us as of the date hereof. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. Furthermore, past performance in operations and share price is not necessarily indicative of future performance. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Overview

 

We develop and market low power programmable solutions that enable customers to add features to their mobile, consumer and industrial products. We are a fabless semiconductor company that operates in a single industry segment where we design and sell Customer Specific Standard Products, or CSSPs, Embedded Standard Products, or ESPs, Field Programmable Gate Arrays, or FPGAs, associated design software and programming hardware. CSSPs implement customer specific solutions as a standard product. Our ESP and FPGA devices are also standard products that can be programmed to perform desired logic functions. In 1991, we introduced our first FPGA products based upon our ViaLink® technology. We believe that the underlying attributes of our ViaLink technology, including low power consumption, high reliability, design security and design efficiency, enable us to deliver differentiated silicon solutions to our customers.

 

Consumer products are the new driver for semiconductor sales, and the needs of the consumer market bring a unique set of requirements as compared to traditional FPGA markets. One important trend in the consumer market is towards mobile, hand-held devices. Important industry trends affecting this market include the use of platforms to enable rapid product proliferation, miniaturization and the need to increase battery life. An equally important trend is shrinking product life cycles, which drives a need for faster, lower risk product development. And of course, there is intense pressure on the total product cost, including per unit component costs and non-recurring development expenses. As more people experience the advantages of a mobile lifestyle at home, they demand the same

 

22



Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations — (Continued)

 

advantages in their professional lives. Therefore, we believe that these trends toward mobile, hand-held products which have a small form factor and maximize battery life will also be evident in the industrial, medical and military markets.

We market a range of solutions to our customers, including:

                  Customer Specific Standard Products, or CSSPs, incorporating our devices, intellectual property, or IP, and software drivers. These complete solutions are targeted at specific low power application segments that have similar connectivity and performance requirements. Target customers value CSSPs for either of two primary reasons. Market leading companies seek to develop product platforms from which several products can be introduced. For example, smartphone companies may plan to introduce products offering mobile TV, WiMAX, Bluetooth 2.0 and Universal Serial Bus 2.0 On-the-Go, or USB 2.0 OTG. These customers value our ability to provide a range of products from a platform design by incorporating different features in the programmable fabric of our solution platforms. Other customers value the use of programmable fabric to address specific customer requirements. By providing customized solutions for these customers we increase their ability to meet the time-to-market pressures associated with their markets;

                  Embedded Standard Products, or ESPs, incorporating a fixed function along with programmable logic in a low power device. Our customers build on this “known good starting point” to develop unique solutions required for their products, which eliminates the need to acquire and assemble industry standard IP, thus reducing design risk and improving time-to-market; and

                  Field Programmable Gate Arrays, or FPGAs, which are general purpose FPGAs used by customers who value the low power consumption, high IP security, instant on and reliability of our devices.

This range of solutions allows customers to acquire a solution tailored for their needs. Mobile product original design manufacturers, or ODMs, tend to prefer a complete solution, and purchase CSSPs. Other customers, such as a European cellular data card manufacturer, choose our ESP solutions, while military and gaming customers tend to prefer FPGAs.

 

Whether a customer uses our CSSPs as a complete solution, our ESPs as a “known good starting point” in their design, or our FPGAs as a “blank slate” to design their unique application, we believe our solutions and products enable system manufacturers to improve their time-to-market, lower total system power consumption and add features or performance to their embedded applications. In addition, we believe that our products and solutions provide our customers with the lowest power consumption and highest IP security of all full featured FPGAs.

 

Our patented ViaLink metal-to-metal programmable technology is the foundation of our competitive advantage in providing energy efficient devices and solutions that deliver high performance, high reliability, IP security and instant on features that our customers value. Our ViaLink technology allows us to create devices smaller than competitors’ products on comparable technology, thereby minimizing silicon area and cost. In addition, our ViaLink technology has lower electrical resistance and capacitance than other programmable technologies and, consequently, supports higher signal speed and low power consumption. Our architecture uses our ViaLink technology to maximize interconnects at every routing wire intersection, which allows more paths between logic cells. As a result, system designers are able to use our devices with smaller gate counts to implement their designs than if they had used competing FPGAs. The abundance of interconnect resources also provides a dense connection between the Application Specific Standard Product, or ASSP, and the FPGA portions of CSSPs and ESPs.

Our CSSPs provide:

                  Proven System Solutions — out-of-the-box solutions based on industry standard interfaces and intellectual property along with proven software and drivers;

                  Flexibility — solutions can be combined as required to meet a customer’s specific needs;

                  Small Form Factor — single chip solutions in packages as small as 6x6 millimeters;

                  Instant On — live at power up because ViaLink based products require no configuration bit stream;

 

23



Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations — (Continued)

 

                  High Reliability —ViaLink based products do not rely on a SRAM cell that is susceptible to alpha particles, or brownouts, to define and maintain their functionality; and

                  Unmatched IP Security —it is virtually impossible to clone or reverse engineer designs implemented using our ViaLink technology.

Our PolarPro architecture builds on our low power Eclipse II architecture to provide lower power consumption and a more cost effective device. All PolarPro devices include the new and innovative Very Low Power, or VLP, mode, power aware placement and glitch free clock gating. Based on our engineering analysis of portable media player applications, we believe designers using PolarPro can extend battery life by as much as four times as compared to a standard product implementation, setting a new standard for low power consumption through the use of programmable logic.

We announced our first Solution Platform product offering, ArcticLink, in March 2007 and released the product to production in July 2007. Our Solution Platforms combine hard-wired logic and programmable fabric on one device. Adding hard-wired intellectual property enables us to deliver more logic, while the programmable fabric allows us to provide CSSPs that can be rapidly customized to differentiate products, add features and reduce system development costs. This combination of hard-wired and programmable fabric enables us to deliver low cost, small form factor solutions that can be customized for particular customer or market requirements. The high routing density and flexibility of our ViaLink technology is critical to the efficient interface between the hard-wired logic and the programmable fabric. Market leading companies seek to develop product platforms from which several products can be introduced. For example, smartphone companies may plan to introduce products offering mobile TV, WiMAX, Bluetooth 2.0 and USB 2.0 OTG. These customers value our Solution Platforms, since the programmable fabric can be used to introduce a range of products from a single platform design.

The low power consumption, high performance, small form factor and fast time-to-market of our solutions are ideal for power sensitive mobile applications that need to efficiently integrate storage, networking and/or graphics capabilities. These products are being designed into applications for markets and customers that are new to us. Examples of how our new customers have utilized our new products are:

                  smartphones — where our solutions enable the simultaneous display of video on the handset and an external display;

                  portable navigation products — where our solutions allow the incorporation of the latest storage technology, managed NAND flash memory, and access to the latest high capacity SD cards and Secure/Digital Input/Output, or SDIO, based peripherals;

                  portable media players — where our solutions allow a processor to access and efficiently control a micro hard disk drive;

                  cellular data cards — where our solutions provide the lowest power interface between a cellular radio and a laptop card slot; and

                  handheld point-of-sale, or POS, terminals — where our solutions enable high speed connectivity to Wi-Fi and BlueTooth chipsets as well as storage connectivity.

Our new products are also being designed into applications in our traditional markets, such as data communications, instrumentation and test and military-aerospace, where customers value the low power consumption, instant-on, IP security, reliability and fast time-to-market of our products.

In addition to working directly with our customers, we partner with other technology companies to develop additional intellectual property, reference platforms and system software to provide application solutions. We work with processor manufacturers, such as Marvell Technology Group Ltd. and Analog Devices, Inc., and companies that supply storage, networking or graphics components for embedded systems. The depth of these relationships varies depending on the partner and the dynamics of the end market being targeted, but is typically a co-marketing program that includes joint account calls, promotional activities and/or engineering collaboration, such as reference designs.

 

24



Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations — (Continued)

 

We sell programmed and unprogrammed products through distributors and directly to original equipment manufacturers, or OEMs. We recognize revenue at the time of shipment of products directly to system manufacturers. However, we sell the majority of our products through distributors who earn a negotiated margin on the sale of our products. We defer recognition of income from sales of unprogrammed products to distributors until after they have sold our products to systems manufacturers. We recognize revenue on programmed products at the time of shipment to our distributors. During the first nine months of 2007 and 2006, approximately 57% and 52%, respectively, of the units shipped to our distributors were programmed by us and, accordingly, are not returnable. The percentage of sales derived through distributors was 59% and 54% in the first nine months of 2007 and 2006, respectively.

 

Two distributors, Avnet, Inc. and Future Electronics, accounted for 22% and 17% of revenue in the first nine months of 2007. These distributors accounted for 28% and 12% of revenue in the first nine months of 2006. We anticipate that a limited number of distributors will continue to account for a significant portion of our revenue and that individual distributors could account for a larger portion of our revenue.

 

Our international sales were 53% and 57% of our revenue in the first nine months of 2007 and 2006, respectively. We expect that revenue from sales to international customers will continue to represent a significant portion of our revenue. All of our sales originate in the United States and are denominated in U.S. dollars.

 

We outsource the wafer manufacturing, assembly and testing of all of our products. We currently rely upon Taiwan Semiconductor Manufacturing Company Ltd., or TSMC, Tower, Kawasaki Microelectronics, Inc. and Samsung Semiconductor, Inc. to manufacture our products, and we rely upon Amkor Technology, Inc. and Unisem (M) Berhad to assemble, test and program our products. Our wafer suppliers’ lead times are often as long as three months and sometimes longer. In addition, Tower requires us to provide them with a monthly wafer start forecast. Under the terms of our agreement with them, we are limited in the quantity that we can increase or decrease our wafer forecast and we are committed to take delivery of and pay for a minimum portion of the forecasted wafer volume. Our long manufacturing cycle times are at odds with our customers’ desire for short delivery lead times and, as a result, we typically purchase wafers based on our internal forecasts of customer demand.

 

Critical Accounting Policies and Estimates

The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our consolidated financial statements. The SEC has defined critical accounting policies as those that are most important to the portrayal of our financial condition and results of operations and require us to make our most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our critical policies include revenue recognition including sales returns and allowances, inventory valuation including identification of excess quantities, market value and product obsolescence, allowance for doubtful accounts, valuation of investments, valuation of long-lived assets, measurement of stock-based compensation, accounting for income taxes and estimating accrued liabilities. We believe that we apply judgments and estimates in a consistent manner and that such consistent application results in consolidated financial statements and accompanying notes that fairly represent all periods presented. However, any factual errors or errors in these judgments and estimates may have a material impact on our statement of operations and financial condition. For a discussion of critical accounting policies and estimates, please see Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed with the SEC on March 15, 2007.

 

25



Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations — (Continued)

 

Results of Operations

 

The following table sets forth the percentage of revenue for certain items in our statements of operations for the periods indicated:

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,
2007

 

October 1,
2006

 

September 30,
2007

 

October 1,
2006

 

Revenue

 

100.0

%

100.0

%

100.0

%

100.0

%

Cost of revenue (1)

 

47.8

 

62.5

 

57.8

 

49.1

 

Gross profit

 

52.2

 

37.5

 

42.2

 

50.9

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

26.0

 

28.2

 

29.4

 

26.4

 

Selling, general and administrative

 

43.7

 

46.5

 

54.7

 

48.6

 

Loss from operations

 

(17.5

)

(37.2

)

(41.9

)

(24.1

)

Interest expense

 

(0.8

)

(0.8

)

(1.0

)

(0.9

)

Interest income and other, net

 

2.1

 

3.9

 

3.2

 

3.6

 

Loss before income taxes

 

(16.2

)

(34.1

)

(39.7

)

(21.4

)

Provision for income taxes

 

0.3

 

0.2

 

0.3

 

0.2

 

Net loss

 

(16.5

)%

(34.3

)%

(40.0

)%

(21.6

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,
2007

 

October 1,
2006

 

September 30,
2007

 

October 1,
2006

 

Revenue by product family (2):

 

 

 

 

 

 

 

 

 

New products

 

$

1,620

 

$

2,135

 

$

2,837

 

$

5,376

 

Mature products

 

4,536

 

4,297

 

12,418

 

13,398

 

End-of-life products

 

2,869

 

2,166

 

8,417

 

8,406

 

Total revenue

 

$

9,025

 

$

8,598

 

$

23,672

 

$

27,180

 

 


(1)       The third quarter of 2007 and 2006 include $309,000 and $1.2 million of costs for inventory write-down and related charges, which represent 3.4% and 14.1% of revenue, respectively. The first nine months of 2007 and 2006 include $3.5 million and $1.7 million of costs for inventory write-down and related charges, which represent 14.9% and 6.2% of revenue, respectively.

(2)       The Company changed the definition of its product families in the third quarter of 2007 and has restated prior periods to conform with the new definitions. New products include ArcticLink, PolarPro, Eclipse II and QuickPCI II products. Mature products include pASIC® 3, QuickRAM, Eclipse, QuickDSP and QuickFC products, as well as royalty revenue, programming hardware and design software. End-of-life products include pASIC 1, pASIC 2, V3, QuickMIPS and QuickPCI products. See Note 11 in our Notes to Condensed Unaudited Consolidated Financial Statements for a quaterly breakdown of revenue by product family for 2007 and 2006.

Three Months Ended September 30, 2007 and October 1, 2006

 

Revenue.  Our revenue for the third quarter of 2007 was $9.0 million, representing an increase of approximately $430,000, or 5.0%, from revenue of $8.6 million in the third quarter of 2006. Our end-of-life product revenue increased by $700,000 compared to the third quarter of 2006 as result of the end-of-life announced earlier this year for our V3 and QuickPCI products, partially offset by a $580,000 decrease in pASIC 1 and pASIC 2 product revenue. Our mature product revenue increased by $240,000 compared to the third quarter of 2006 due to $300,000 in royalty revenue recognized in the third quarter of 2007. These increases are partially offset by a $510,000 decrease in new product revenue. In the third quarter of 2006, a European telecommunications customer, purchasing our Eclipse II devices through a contract manufacturer, represented a significant portion of our new product revenue. This customer represented $1.5 million, or 18% of our total revenue in the third quarter of 2006 and, due to the late stage of their product life cycle, only represented $270,000 of revenue in the third quarter of 2007. A domestic manufacturer of instrumentation and test equipment, purchasing primarily mature products, contributed nine percent and 15% of our total revenue in the third quarter of 2007 and 2006, respectively. Avnet, Inc. and Future Electronics accounted for 24% and 16% of revenue in the third quarter of 2007. These two distributors accounted for 28% and 10% of revenue in the third quarter of 2006.

 

26



Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations — (Continued)

 

Our revenue for the third quarter of 2007 was 7.4% higher sequentially, increasing by $620,000 to $9.0 million from $8.4 million in the second quarter of 2007. This sequential revenue increase was primarily due to a $1.0 million increase in new product revenue as a result of an increase in our Eclipse II and PolarPro revenue. We had our first significant CSSP revenue in the third quarter of 2007; target customers in the portable navigation device and smartphone/PDA markets purchased our CSSPs in the quarter. CSSP revenue accounted for nearly 50% of the sequential revenue increase. This new product revenue increase was partially offset by a $550,000 decrease in end-of life product revenue.

 

Our decision to end-of-life our pASIC 1, pASIC 2 and V3 products has been driven by our suppliers. Our foundry agreement with the supplier that fabricated our pASIC 1 and pASIC 2 products expired at the end of 2005, and we announced an end-of-life for these products in 2004. We have no further manufacturing capacity for our pASIC 1 and pASIC 2 products and any future revenue is limited to inventory on hand. In January 2007, we announced the end-of-life for our V3 products, primarily due to the loss of manufacturing capacity for these products, and asked our customers to take delivery of lifetime buy orders before the end of 2007. We announced additional end-of-life products as a result of our decision to focus on customers in the hand-held mobile and military markets. In the second quarter of 2007, we announced the end-of-life of our QuickPCI products, due to assembly capacity considerations, and asked customers to take delivery of lifetime buy orders before the end of 2007. In the fourth quarter of 2007, we announced the end-of-life of our QuickMIPS products, due to a small customer base, and asked customers to take delivery of these products between now and the first half of 2008. Due to the nature of end-of-life purchases, revenue levels from these products could fluctuate significantly on a sequential basis.

 

The following is a breakdown of end-of-life product revenue (in thousands):

 

 

 

Three Months Ended

 

 

 

September 30,
2007

 

October 1,
2006

 

pASIC 1 and pASIC 2

 

$

403

 

$

978

 

V3

 

947

 

328

 

QuickPCI

 

1,346

 

677

 

QuickMIPS

 

173

 

183

 

Total end-of-life revenue

 

$

2,869

 

$

2,166

 

 

We have high demand for end-of-life products, which we originally planned to meet in the fourth quarter of 2007. However, based in part on supply constraints and in part on customer feedback regarding the required timing of end-of-life shipments, we decided to meet this demand in the fourth quarter of 2007 and the first half of 2008. Based on current demand for the fourth quarter, we expect that between $2.7 million and $3.5 million of demand for end-of-life products will be met in the fourth quarter of 2007, and $2.0 million to $2.5 million will be met in the first half of 2008. We expect any additional end-of-life product demand to be delivered in 2008. After the second quarter of 2008, we expect that end-of-life products will contribute less than ten percent of quarterly revenue.

 

We continue to seek to expand our revenue, including the pursuit of high volume sales opportunities in the consumer market segment, by providing CSSPs incorporating industry standard interfaces such as USB 2.0 OTG, SDIO and Integrated Drive Electronics, or IDE. Our industry is characterized by intense price competition and by lower prices as order volumes increase. While winning large volume sales opportunities will increase our revenue, we believe these opportunities may decrease our average selling price and gross profit as a percentage of revenue.

 

Gross Profit.  Gross profit was $4.7 million and $3.2 million in the third quarter of 2007 and 2006, respectively, which represented 52.2% and 37.5% of revenue for those periods. The $1.5 million increase in gross profit was primarily due to a $910,000 million decrease in inventory write-downs, a $380,000 increase in gross profit associated with higher revenue and $270,000 higher benefit from the sale of reserved inventory.

 

Research and Development Expense.  Research and development expense was $2.3 million and $2.4 million in the third quarter of 2007 and 2006, respectively, which represented 26.0% and 28.2% of revenue for those periods. The decrease of approximately $90,000 was primarily a result of lower outside services associated with specific development projects. We believe that continued or increased investments in product development and process technology are essential for us to remain competitive in the markets we serve. We expect that these development efforts will allow us to expand our product and solution offerings, increase our revenue and provide additional value to our customers and stockholders.

 

27



Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations — (Continued)

 

Selling, General and Administrative Expense.   Selling, general and administrative expense was $4.0 million and $4.0 million for the third quarter of 2007 and 2006, respectively, which represented 43.7% and 46.5% of revenue for those periods. The decrease of approximately $40,000 in selling, general and administrative expense was primarily due to lower selling compensation expense and administrative consulting expenses, partially offset by an increase in compensation expense for new marketing employees.

 

Interest Expense.  Interest expense of $69,000 for the third quarter of 2007 was flat compared to $65,000 for the third quarter of 2006.

 

Interest Income and Other, Net.  Interest income and other, net decreased to $189,000 for the third quarter of 2007 as compared to $333,000 for the third quarter of 2006. The $144,000 decrease in interest income and other, net is primarily due to decreased interest income received as a result of lower invested cash balances.

 

Provision for Income Taxes.  For the third quarter of 2007, we incurred a net loss of $1.5 million and recorded a provision for income taxes of $29,000, which consisted of income taxes on foreign operations. For the third quarter of 2006, we incurred a net loss of $3.0 million and recorded a provision for income taxes of $23,000, which consisted of income taxes on foreign operations. Our ability to utilize our income tax loss carryforwards in future periods is uncertain and, accordingly, we recorded a full valuation allowance against the related tax benefit. We will continue to assess the realizability of the deferred tax assets in future periods.

 

Stock-Based Compensation.  For the third quarter of 2007 and 2006, stock-based compensation totaled $452,000 and $290,000, respectively, and was included in the statement of operations as follows (in thousands):

 

 

 

Three Months Ended

 

 

 

September 30,
2007

 

October 1,
2006

 

 

 

 

 

 

 

Cost of revenue

 

$

67

 

$

36

 

Research and development

 

94

 

57

 

Selling, general and administrative

 

291

 

197

 

Total

 

$

452

 

$

290

 

 

Nine Months Ended September 30, 2007 and October 1, 2006

             Revenue.  Our revenue for the first nine months of 2007 was $23.7 million, representing a decline of $3.5 million, or 12.9%, from revenue of $27.2 million for the first nine months of 2006. Our mature product revenue declined by $980,000 due primarily to lower customer demand for our pASIC 3 and QuickRAM products. Our new product revenue declined by $2.5 million primarily due to a $3.6 million decline in revenue from one customer as result of the late stage of its product life cycle, as discussed above, partially offset by revenue growth from other customers. This European telecommunications customer, purchasing our Eclipse II devices through a contract manufacturer, accounted for one percent and 14% of revenue in the first nine months of 2007 and 2006, respectively. Our end-of-life product revenue was flat for the first nine months of 2007 compared with the first nine months of 2006. Revenue from pASIC 1 and pASIC 2 products declined by $2.9 million due to lower demand for these products. This decline was offset by higher demand for V3, QuickMIPS and QuickPCI products. A domestic manufacturer of instrumentation and test equipment, purchasing primarily mature products, contributed 11% and 13% of revenue in the first nine months of 2007 and 2006, respectively.

 

Gross Profit.  Gross profit was $10.0 million and $13.8 million in the first nine months of 2007 and 2006, respectively, which represented 42.2% and 50.9% of revenue for those periods. The $3.8 million decline in gross profit was primarily due to lower revenue and overhead absorption, which contributed $1.8 million, and increased inventory write-down of $1.8 million, primarily for excess quantities.

 

Research and Development Expense.  Research and development expense was $7.0 million and $7.2 million for the first nine months of 2007 and 2006, respectively, which represented 29.4% and 26.4% of revenue for those periods, respectively. The primary reason for the increase in research and development expense as a percentage of revenue is due to lower revenue in the first nine months of 2007 as compared to the first nine months of 2006. The $220,000 decline in research and development expense was primarily a result of lower compensation expenses due to lower payroll.

 

Selling, General and Administrative Expense.  Selling, general and administrative expense was $12.9 million and $13.2 million for the first nine months of 2007 and 2006, respectively, which represented 54.7% and 48.6% of revenue for those periods. The primary reason for the increase in selling, general and administrative expense as a

 

28



Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations — (Continued)

 

percentage of revenue was due to lower revenue in the first nine months of 2007 as compared to the first nine months of 2006. The $270,000 decline in selling, general and administrative expense was primarily the result of lower commissions paid to independent sales representatives and lower administrative expense for outside services, partially offset by higher compensation expenses for new marketing and administrative personnel.

 

Interest Expense.  Interest expense declined to $226,000 for the first nine months of 2007 as compared to $235,000 for the first nine months of 2006.

 

Interest Income and Other, Net.  Interest income and other, net declined to $752,000 for the first nine months of 2007 as compared to $966,000 for the first nine months of 2006. The $214,000 decrease in interest income and other, net is primarily due to lower invested cash balances, partially offset by a gain on the sale of test equipment.

 

Provision for Income Taxes.  For the first nine months of 2007, we incurred a net loss of $9.5 million and recorded a provision for income taxes of $71,000, which consisted of income taxes on foreign operations. For the first nine months of 2006, we incurred a net loss of $5.9 million and recorded a provision for income taxes of $46,000, which consisted of income taxes on foreign operations. Our ability to utilize our income tax loss carryforwards in future periods is uncertain and, accordingly, we recorded a full valuation allowance against the related tax benefit. We will continue to assess the realizability of the deferred tax assets in future periods.

 

Stock-Based Compensation.  For the first nine months of 2007 and 2006, stock-based compensation totaled $1.3 million and  $1.1 million, respectively, and was included in the statement of operations as follows (in thousands):

 

 

 

Nine Months Ended

 

 

 

September 30,
2007

 

October 1,
2006

 

 

 

 

 

 

 

Cost of revenue

 

$

176

 

$

138

 

Research and development

 

273

 

321

 

Selling, general and administrative

 

812

 

686

 

Total

 

$

1,261

 

$

1,145

 

 

Liquidity and Capital Resources

We have financed our operating losses and capital investments through sales of common stock, private equity investments, capital and operating leases, bank lines of credit and cash flow from operations. As of September 30, 2007, our principal sources of liquidity consisted of our cash and cash equivalents of $20.8 million, available credit under our revolving line of credit with Silicon Valley Bank of approximately $5.0 million, available credit under our equipment line of credit of approximately $2.5 million, and our investment in Tower with a market value of approximately $2.4 million.

 

As of September 30, 2007, our interest-bearing debt consisted of $1.9 million outstanding from Silicon Valley Bank and $526,000 outstanding under capital leases. As of September 30, 2007, our accumulated deficit was $137.0 million. Capital expenditures, which are largely driven by the development of new products and manufacturing levels, could total $4.0 million in the next twelve months.

 

In June 2006, we entered into a Second Amended and Restated Loan and Security Agreement with Silicon Valley Bank. Terms of the agreement included a $5.0 million revolving line of credit that is available through June 2008 and an additional $2.0 million of borrowing capacity under an equipment line of credit that is available to be drawn against through June 2007. Advances under the equipment line of credit are repaid in either 30 or 36 equal monthly installments, depending upon the nature of the items financed. The agreement was amended in June 2007 to include an additional $2.5 million of borrowing capacity under the equipment line of credit that is available to be drawn against through June 2008. Future advances against the equipment line of credit will be repaid in 36 equal monthly installments. As of September 30, 2007, we had no balances outstanding under the revolving line of credit, $1.9 million outstanding under the current and previous equipment lines of credit and $2.5 million available to be drawn against future equipment purchases. The bank has a first priority security interest on substantially all of our tangible and intangible assets to secure any outstanding amounts under the agreement. Under the terms of the

 

29



Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations — (Continued)

 

agreement, we must maintain a minimum tangible net worth and an adjusted quick ratio. The agreement also has certain restrictions including, among others, the incurrence of other indebtedness, the maintenance of depository accounts, the disposition of assets, mergers, acquisitions, the granting of liens and the payment of dividends. We were in compliance with all loan covenants as of September 30, 2007.

 

Net cash from operating activities

Net cash used for operating activities was $2.3 million for the first nine months of 2007. The cash used for operating activities resulted primarily from a net loss of $9.5 million, adjusted for $7.8 million of non-cash charges including inventory write-downs of $3.5 million, depreciation and amortization of $2.3 million, stock-based compensation of $1.3 million, decrease in wafer credits of $681,000 and bad debt reserves of $163,000. In addition, changes in working capital accounts used cash in the amount of $688,000 primarily as a result of a $2.0 million decrease in accounts payable due to timing of inventory purchases and expenditures and a $405,000 decrease in deferred income and royalty revenue due primarily to royalty revenue recognized under the Aeroflex agreement. These uses of cash were partially offset by a $714,000 decrease in prepaid expenses and a $693,000 decrease in inventory.

 

Net cash provided by operating activities was $230,000 for the first nine months of 2006. The cash provided by operating activities resulted primarily from a net loss of $5.9 million, adjusted for $5.4 million of non-cash charges including depreciation and amortization of $2.3 million, reserves for excess inventory of $1.7 million, stock-based compensation of $1.1 million and a decrease in Tower wafer credits of $132,000. In addition, changes in working capital accounts provided cash in the amount of $700,000 primarily due to a $1.8 million decrease in accounts receivable resulting from a reduction in revenue levels and the timing of shipments in the period and a $1.0 million increase in accounts payable due to the timing of purchases and payments in the period.  These sources of cash were partially offset by a $738,000 increase in other assets, a $731,000 increase in inventory and a $639,000 decrease in accrued liabilities.

 

Net cash from investing activities

Net cash used for investing activities for the first nine months of 2007 and 2006 was $926,000 and $1.9 million, respectively, as a result of capital expenditures made primarily to acquire equipment and software used in the development and production of our products.

 

Net cash from financing activities

Net cash used for financing activities was $539,000 for the first nine months of 2007, resulting from scheduled payments of $1.9 million under the terms of our debt and capital lease obligations, partially offset by $915,000 in proceeds related to the issuance of common shares to employees under our equity plans and $442,000 in proceeds from borrowings under our equipment line of credit.

 

Net cash provided by financing activities was $3.2 million for the first nine months of 2006, resulting from $2.6 million in proceeds related to the issuance of common shares to employees under our equity plans and $2.5 million in proceeds from borrowings under our equipment line of credit, partially offset by scheduled repayments of $1.8 million under the terms of our debt and capital lease obligations.

 

We require substantial cash to fund our business, particularly to finance our operations, to acquire property and equipment, the repayment of debt and for working capital requirements. Our future liquidity will depend on many factors such as these, as well as our level of revenue and gross profit, market acceptance of our existing and new products, the decline in revenue under end-of-life programs, wafer purchase commitments, the amount and timing of research and development expenditures, the timing of new product introductions, production volumes, the quality of our products, sales and marketing efforts, our ability to obtain debt financing and to remain in compliance with the terms of our credit facilities, our ability to raise funds from the sale of Tower shares and equity in the Company, the exercise of employee stock options and participation in our employee stock purchase plan, and other factors related to the uncertainties of the industry and global economics. However, we believe that our existing cash resources will be sufficient to fund operations, capital expenditures of up to $4.0 million, and provide adequate working capital for at least the next twelve months. As our liquidity is affected by many factors as mentioned above and as discussed in our “Risk Factors” section, there can be no assurance that we will not seek additional capital during the next twelve months or that such capital will be available on terms acceptable to us. After the next

 

30



Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations — (Continued)

 

twelve months, our cash requirements will depend on many factors, including our level of revenue and gross profit, the market acceptance of our new products, the levels at which we maintain inventory and accounts receivable, costs of securing access to adequate manufacturing capacity, new product development efforts, capital expenditures and the level of our operating expenses.

 

Contractual Obligations and Commercial Commitments

 

The following table summarizes our contractual obligations and commercial commitments as of September 30, 2007 and the effect such obligations and commitments are expected to have on our liquidity and cash flows in future fiscal periods (in thousands):

 

 

 

Payments Due by Period

 

 

 

Total

 

Less than
1 Year

 

1-3
Years

 

More than
3 Years

 

 

 

 

 

 

 

 

 

 

 

Contractual cash obligations:

 

 

 

 

 

 

 

 

 

Operating leases

 

$

1,279

 

$

766

 

$

513

 

$

 

Wafer purchases(1)

 

6,875

 

6,875

 

 

 

Other purchase commitments

 

3,861

 

3,861

 

 

 

Total contractual cash obligations

 

12,015

 

11,502

 

513

 

 

 

 

 

 

 

 

 

 

 

 

Other commercial commitments(2):

 

 

 

 

 

 

 

 

 

Notes payable to bank

 

1,930

 

1,044

 

886

 

 

Capital lease obligations

 

526

 

500

 

26

 

 

Total commercial commitments

 

2,456

 

1,544

 

912

 

 

Total contractual obligations and commercial commitments

 

$

14,471

 

$

13,046

 

$

1,425

 

$

 


(1)         Certain of our wafer manufacturers require us to forecast wafer starts several months in advance. We are committed to take delivery of and pay for a portion of forecasted wafer volume. Wafer purchase commitments of $6.9 million include both firm purchase commitments and a portion of our forecasted wafer starts as of September 30, 2007.

 

(2)         Other commercial commitments are included as liabilities on our balance sheet as of September 30, 2007.

 

Inflation

The impact of inflation on our business has not been material for the periods presented.

 

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet partnerships, arrangements or other relationships with unconsolidated entities or others, often referred to as structured finance or special purpose entities, which are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

 

Recently Issued Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements,” or SFAS 157. SFAS 157 establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The changes to current practice resulting from the application of SFAS 157 relate to the definition of fair value, the methods used to measure fair value and expanded disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. We are currently evaluating the impact that SFAS 157 will have on our consolidated financial statements.

 

31



Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations — (Continued)

 

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” or SFAS 159. SFAS 159 permits companies to choose to measure certain financial instruments and certain other items at fair value. The standard requires that unrealized gains and losses on items for which the fair value option has been elected be reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007, although earlier adoption is permitted. We are currently evaluating the impact that SFAS 159 will have on our consolidated financial statements.

 

32


 

 


 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

Our exposure to market rate risk for changes in interest rates relates primarily to our investment portfolio and variable rate debt. We do not use derivative financial instruments to manage our interest rate risk. We are adverse to principal loss and ensure the safety and preservation of invested funds by limiting default, market risk and reinvestment risk. Our investment portfolio is generally comprised of investments that meet high credit quality standards. Since these securities are subject to interest rate risk, they could decline in value if interest rates fluctuate. Due to the short duration and conservative nature of our investment portfolio, we do not anticipate any material loss with respect to our investment portfolio. A 10% move in interest rates as of September 30, 2007 would have an immaterial effect on our financial position, results of operations and cash flows.

 

Foreign Currency Exchange Rate Risk

All of our sales and cost of manufacturing are transacted in U.S. dollars. We conduct a portion of our research and development activities in Canada and India and have sales and marketing offices in several locations outside of the United States. We use the U.S. dollar as our functional currency for all of our foreign locations. Most of the costs incurred at these international locations are in local currency. If these local currencies strengthen against the U.S. dollar, our payroll and other local expenses will be higher than we currently anticipate. Since our sales are transacted in U.S. dollars, this negative impact on expenses would not be offset by any positive effect on revenue. Additionally, if the U.S. dollar strengthens against the local currency of a foreign country, the price of our products will become relatively more expensive to customers in their currency. Operating expenses denominated in foreign currencies were approximately 24% and 22% of total operating expenses for the first nine months of 2007 and 2006, respectively. A majority of these foreign expenses were incurred in Canada. A currency exchange rate fluctuation of 10% would have caused our operating expenses to change by approximately $540,000 in the first nine months of 2007.

 

Equity Price Risk

Our exposure to equity price risk for changes in market value relates primarily to our investment in Tower Semiconductor Ltd., or Tower. Tower’s ordinary shares trade on the Nasdaq Global Market under the symbol “TSEM”. Since these securities are publicly traded on the open market, they are subject to market fluctuations. Temporary market fluctuations are reflected by increasing or decreasing the presented value of the related securities and recording “accumulated other comprehensive income (loss)” in the equity section of the balance sheet. An “other than temporary” decline in market value is reflected by decreasing the adjusted cost of the related securities and recording a charge to operating expenses in the income statement. A market value fluctuation of 10% would have a $240,000 impact on accumulated other comprehensive income as of September 30, 2007.

 

33



 

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, our current disclosure controls and procedures are effective at the reasonable assurance level.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

34



 

Part II. Other Information

Item 1. Legal Proceedings

On October 26, 2001, a putative securities class action was filed in the U.S. District Court for the Southern District of New York against certain investment banks that underwrote QuickLogic’s initial public offering, QuickLogic and some of QuickLogic’s officers and directors. The complaint alleges excessive and undisclosed commissions in connection with the allocation of shares of common stock in QuickLogic’s initial and secondary public offerings and artificially high prices through “tie-in” arrangements which required the underwriters’ customers to buy shares in the aftermarket at pre-determined prices in violation of the federal securities laws. Plaintiffs seek an unspecified amount of damages on behalf of persons who purchased QuickLogic’s stock pursuant to the registration statements between October 14, 1999 and December 6, 2000. Various plaintiffs have filed similar actions asserting virtually identical allegations against over 300 other public companies, their underwriters, and their officers and directors arising out of each company’s public offering. These actions, including the action against QuickLogic, have been coordinated for pretrial purposes and captioned In re Initial Public Offering Securities Litigation, 21 MC 92. In June 2004, a stipulation of settlement and release of claims against the issuer defendants, including QuickLogic, was submitted to the court for approval. On August 31, 2005, the court preliminarily approved the settlement. In December 2006, the appellate court overturned the certification of classes in the six test cases that were selected by the underwriter defendants and plaintiffs in the coordinated proceedings. Because class certification was a condition of the settlement, it was unlikely that the settlement would receive final Court approval. On June 25, 2007, the Court entered an order terminating the proposed settlement based upon a stipulation among the parties to the settlement. Plaintiffs have filed amended master allegations and amended complaints in the six test cases for class certification. It is uncertain whether there will be any revised or future complaints. If a settlement does not occur and litigation against QuickLogic continues, the Company intends to defend the case vigorously.

On November 2, 2006 and November 29, 2006, purported shareholder derivative complaints were filed against certain of the Company’s current and former officers and directors in the U.S. District Court for the Northern District of California.  The complaints alleged that the individual defendants had violated the federal securities laws and breached their duties to the Company in connection with the granting and/or receipt of options for Company stock. The complaints named the Company as a nominal defendant and sought unspecified monetary damages against the individual defendants as well as various forms of injunctive relief. On August 7, 2007, the parties submitted to the Court a stipulation and proposed order to dismiss the case in its entirety and without prejudice. On August 13, 2007, the Court entered the order dismissing the case in its entirety and without prejudice.

No estimate can be made of the possible loss or possible range of loss associated with the resolution of these contingencies and, accordingly, the Company has not recorded a liability.

From time to time, the Company is involved in legal actions arising in the ordinary course of business, including but not limited to intellectual property infringement and collection matters. Absolute assurance cannot be given that third party assertions will be resolved without costly litigation in a manner that is not adverse to the Company’s financial position, results of operations or cash flows or without requiring royalty or other payments in the future which may adversely impact gross profit.

 

35



 

Item 1A. Risk Factors

This description includes any material changes to and supersedes the description of the risk factors associated with our business previously disclosed in Item 1A of our 2006 Annual Report on Form 10-K filed with the SEC on March 15, 2007 and our Quarterly Report on Form 10-Q for the period ended April 1, 2007 and July 1, 2007 filed with the SEC on May 10, 2007 and August 10, 2007. Because of the following risk factors, as well as other variables affecting our operating results, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

 

Risk Factors

 

If we fail to successfully develop, introduce and sell new products, we may be unable to compete effectively in the future

We operate in a highly competitive, quickly changing environment marked by rapid obsolescence of existing products. To compete successfully, we must obtain access to advanced fabrication capacity and dedicate significant resources to specify, design, develop, manufacture and sell new or enhanced products and solutions that provide increasingly higher levels of performance, low power consumption, new features, reliability and/or cost savings to our customers. We experience a long delay between the time when we expend these product definition and development resources and invest in related long-lived assets, and the time when we begin to generate revenue, if any, from these expenditures.

We are marketing our new products - ArcticLink, PolarPro, Eclipse II and QuickPCI II - to new customers and markets and expect a significant portion of our future revenues to be generated from these new products. We believe our new products and solutions have a compelling advantage in mobile applications, and that this business will provide long-term revenue growth for QuickLogic, but there is no assurance when this will occur. We have focused the marketing of our new product solutions on the market for hand-held, battery powered applications such as portable navigation devices, smartphones, portable media players, data cards and portable industrial products. The market for these mobile devices is dynamic; these markets typically have shorter product life cycles, higher volumes and greater price pressure than our traditional business. We pursue customer opportunities in anticipation of future cost reductions and may aggressively price products to gain market share. In order to react quickly to opportunities or to obtain favorable wafer prices, we make significant investments in and commitments to purchase inventory and capital equipment before we have firm commitments from customers. Our gross margin and inventory valuation may be affected by these strategies if, for instance, we generate significant revenue before we are able to reduce our costs or if an opportunity priced to gain market share becomes significant to our quarterly revenue.

 

In addition, the nature of the mobile market and the customers that operate in this market may cause revenue to fluctuate significantly from quarter to quarter. For example, while our new product revenue increased sequentially in the third quarter of 2007, it declined in the first quarter of 2007 due to the product life cycle of a significant customer for these products. If we are unable to design, produce and sell new solutions and products that meet design specifications, address customer requirements and generate sufficient revenue and gross profit, if market demand for our products fails to materialize, if we are unable to obtain adequate capacity on a timely basis, if we are unable to develop Customer Specific Standard Products, or CSSPs, or solutions in a timely manner, or if our customers do not successfully introduce products incorporating our devices, our revenue and gross margin will be materially harmed, our liquidity and cash flows will be materially effected, we may be required to write-off related inventory and long-lived assets or there may be other adverse effects on our business or the price of our common stock.

We will be unable to compete effectively if we fail to anticipate product opportunities based upon emerging technologies and standards or fail to develop products and solutions that incorporate these technologies and standards in a timely manner

We spend significant time and money to design and develop products and solutions around an industry standard, such as USB and IDE, or emerging technologies, such as low power programmable logic, advanced process technology or small form factor packaging. We intend to develop additional products and solutions and adopt new technologies in the future. If system manufacturers adopt alternative standards or technologies, if an industry standard or emerging technology that we have targeted fails to achieve broad market acceptance, if

 

36



 

customers choose low power offerings from our competitors, or if we are unable to bring the technologies or solutions to market in a timely and effective manner, we may be unable to generate significant revenue from our research and development efforts. As a result, our business would be materially harmed and we may be required to write-off related inventory and long-lived assets.

We have significant customers and limited visibility into the long-term demand for our products from these customers

A few end customers can represent a significant portion of our total revenue in a given reporting period and the likelihood of this occurring will increase in the future as we target high volume mobile applications. Our marketing and sales efforts are focused on the leading suppliers in our target markets, and future revenue and gross profit growth is tied to our success at these focus accounts. Our success at these accounts will depend on our ability to bring value added solutions to these customers, and on our ability to compete with companies such as Cypress Semiconductor Corporation. As in the past, future demand from these customers may fluctuate significantly. These customers typically order products with short requested delivery lead times, and do not provide a commitment to purchase product past the period covered by purchase orders, which may be rescheduled or cancelled. In addition, our manufacturing lead times are longer than the delivery lead times requested by these customers, and we make significant inventory purchases and capital expenditures in anticipation of future demand. For example, a domestic OEM of instrumentation and test equipment accounted for more than 11% of revenue in 2006 and in the first nine months of 2007 and a European telecommunications OEM customer, purchasing product through their contract manufacturer, represented 14% of revenue in 2006 and did not contribute significant revenue in the first nine months of 2007. If revenue from any significant customer were to decline substantially, we may be unable to offset this decline with increased revenue from other customers and we may purchase excess inventory. These factors could severely harm our business.

In addition, we may make a significant investment in long-lived assets for the production of our products based upon historical and expected demand. If demand for our products or gross margin generated from our products does not meet our expectations or if we are unable to collect amounts due from significant customers, we may be required to write-off inventory, provide for uncollectible accounts receivable or incur charges against long-lived assets, which would materially harm our business.

We may not have the liquidity to support our future operations and capital requirements

Our cash and cash equivalents balance at September 30, 2007 was $20.8 million. At September 30, 2007, our interest-bearing debt consisted of $1.9 million outstanding from Silicon Valley Bank and $526,000 outstanding under capital leases. In June 2007, we amended our credit facility with Silicon Valley Bank. At September 30, 2007, we had $5.0 million available to borrow under our revolving credit facility and $2.5 million available to borrow under our equipment line of credit under the amended agreement.

At September 30, 2007, we held 1,344,543 Tower ordinary shares, valued at approximately $2.4 million based upon the market closing price of $1.79 per share at the end of the reporting period. Our ability to obtain competitive pricing from Tower is tied to our ownership of at least 450,000 of these Tower shares.

Capital expenditures, which are largely driven by development activities and the introduction and initial manufacturing of new products, could total $4.0 million in the next twelve months. As of September 30, 2007, we had commitments to purchase $6.9 million of wafer inventory.

 

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As a result of potential investments, current revenue and operating expense levels, changes in working capital and interest and debt payments, we will need to generate significantly higher revenue and gross profit, especially from our new ArcticLink, PolarPro, Eclipse II and QuickPCI II products and products currently under development, to generate positive cash flow. In addition, these new products have been generating lower gross margin as a percentage of revenue than the rest of our historical business due to the markets that we have targeted and the larger order quantities associated with these applications. Whether we can achieve cash flow levels sufficient to support our operations cannot be accurately predicted. Unless such cash flow levels are achieved, we may borrow additional funds or sell debt or equity securities, or some combination thereof, to provide funding for our operations. If adequate funds are not available when needed, our financial condition and operating results would be materially and adversely affected and we may not be able to operate our business without significant changes in our operations, or at all.

We may be unable to accurately estimate quarterly revenue, which could adversely affect the trading price of our stock

We offer our customers a short delivery lead time and a majority of our shipments during a quarter are ordered by customers in that quarter. As a result, we often have low visibility to the current quarter’s revenue, and our revenue levels can change significantly in a short period of time. Furthermore, our ability to respond to increased demand is limited to inventory on hand or on order, the capacity available at our contract manufacturers and our capacity to program products to customer specifications. In addition, a significant portion of our revenue is deferred until our distributors ship unprogrammed parts to end customers since the price is not fixed or determinable until that time. Therefore, we are highly dependent on the accuracy and timeliness of resale and inventory reports from our distributors. Inaccurate distributor resale or inventory reports, as well as unanticipated changes in distri