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 March 31, 2019

OR

[ ]

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

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

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 filing requirements for the past 90 days.    Yes  [x]    No  [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  [x ]    No  [ ]

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

 

Large accelerated filer

 

[ ]

 

Accelerated Filer

 

[x]

 

 

 

 

 

 

 

Non-accelerated filer

 

[ ]  

 

Smaller Reporting Company

 

[x]

 

 

 

 

 

 

 

 

 

 

 

Emerging growth company

 

[ ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act                                                                                                                                                                                               [ ]

 

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

Securities registered pursuant Section 12(b) of the act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.001 per share

QUIK

The Nasdaq Global Market

As of May 3, 2019, the registrant had outstanding 97,219,023 shares of common stock, par value $0.001.

 

 


QUICKLOGIC CORPORATION

FORM 10-Q

MARCH 31, 2019

 

 

 

 

Page

Part I - Financial Information

 

3

 

 

 

 

Item 1.

Financial Statements (unaudited condensed)

 

3

 

 

 

 

 

Consolidated Balance Sheets

 

3

 

 

 

 

 

Consolidated Statements of Operations

 

4

 

 

 

 

 

Consolidated Statements of Cash Flows

 

5

 

 

 

 

 

Consolidated Statements of Changes in Stockholders’ Equity

 

6

 

 

 

 

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

7

 

 

 

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

24

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

33

 

 

 

 

Item 4.

Controls and Procedures

 

33

 

 

 

 

Part II - Other Information

 

34

 

 

 

 

Item 1.

Legal Proceedings

 

34

 

 

 

 

Item 1A.

Risk Factors

 

34

 

 

 

 

Item 6.

Exhibits

 

34

 

 

 

 

Signatures

 

 

35

 

 

2


PART I. Financial Information

Item 1. Financial Statements

QUICKLOGIC CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value amount)

 

 

 

March 31,

2019

 

 

December 30,

2018

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

23,119

 

 

$

26,363

 

Restricted cash

 

 

100

 

 

 

100

 

Accounts receivable, net of allowances for doubtful accounts of $0 and $0

 

 

2,452

 

 

 

2,209

 

Inventories

 

 

3,571

 

 

 

3,836

 

Other current assets

 

 

1,784

 

 

 

1,775

 

Total current assets

 

 

31,026

 

 

 

34,283

 

Property and equipment, net

 

 

873

 

 

 

1,449

 

Right of use assets

 

 

975

 

 

 

-

 

Intangible assets

 

 

1,118

 

 

 

-

 

Goodwill

 

 

282

 

 

 

-

 

Other assets

 

 

400

 

 

 

354

 

TOTAL ASSETS

 

$

34,674

 

 

$

36,086

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Revolving line of credit

 

$

15,000

 

 

$

15,000

 

Trade payables

 

 

1,545

 

 

 

1,488

 

Accrued liabilities

 

 

1,720

 

 

 

1,903

 

Lease Liabilities-current

 

 

646

 

 

 

316

 

Total current liabilities

 

 

18,911

 

 

 

18,707

 

Long-term liabilities:

 

 

 

 

 

 

 

 

Lease Liabilities-non-current

 

 

293

 

 

 

108

 

Other long-term liabilities

 

 

-

 

 

 

16

 

Total liabilities

 

 

19,204

 

 

 

18,831

 

Commitments and contingencies (see Note 13)

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value; 10,000 shares authorized; no shares

   issued or outstanding

 

 

 

 

 

 

Common stock, $0.001 par value; 200,000 authorized; 97,189 and 95,513

   shares issued and outstanding as of March 31, 2019 and December 30, 2018, respectively

 

 

97

 

 

 

95

 

Additional paid-in capital

 

 

286,663

 

 

 

284,974

 

Accumulated deficit

 

 

(271,290

)

 

 

(267,814

)

Total stockholders' equity

 

 

15,470

 

 

 

17,255

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$

34,674

 

 

$

36,086

 

 

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

3


QUICKLOGIC CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

 

 

 

Three Months Ended

 

 

 

March 31, 2019

 

 

April 1, 2018

 

Revenue

 

$

3,194

 

 

$

2,764

 

Cost of revenue

 

 

1,215

 

 

 

1,375

 

Gross profit

 

 

1,979

 

 

 

1,389

 

Operating expenses:

 

 

 

 

 

 

 

 

Research and development

 

 

3,242

 

 

 

2,699

 

Selling, general and administrative

 

 

2,446

 

 

 

2,561

 

Total operating expenses

 

 

5,688

 

 

 

5,260

 

Loss from operations

 

 

(3,709

)

 

 

(3,871

)

Interest expense

 

 

(83

)

 

 

(24

)

Interest income and other (expense), net

 

 

48

 

 

 

(14

)

Loss before income taxes

 

 

(3,744

)

 

 

(3,909

)

(Benefit from) Provision for income taxes

 

 

(268

)

 

 

61

 

Net loss

 

$

(3,476

)

 

$

(3,970

)

Net loss per share:

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.04

)

 

$

(0.05

)

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

Basic and diluted

 

 

96,824

 

 

 

80,571

 

 

Note: Net loss equals to comprehensive loss for all the period presented.

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

 

4


QUICKLOGIC CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

2019

 

 

April 1,

2018

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(3,476

)

 

$

(3,970

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

292

 

 

 

339

 

Stock-based compensation

 

 

951

 

 

 

432

 

Write-down of inventories

 

 

80

 

 

 

42

 

Write-off of equipment

 

 

-

 

 

 

5

 

Tax benefit from acquisition

 

 

(282

)

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(242

)

 

 

(329

)

Inventories

 

 

185

 

 

 

(33

)

Other assets

 

 

(344

)

 

 

(609

)

Trade payables

 

 

327

 

 

 

(6

)

Accrued liabilities

 

 

(391

)

 

 

324

 

Other long-term liabilities

 

 

(16

)

 

 

51

 

Net cash used in operating activities

 

 

(2,916

)

 

 

(3,754

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Capital expenditures for property and equipment

 

 

(111

)

 

 

(48

)

Cash received from business acquisition

 

 

20

 

 

 

-

 

Net cash used in investing activities

 

 

(91

)

 

 

(48

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Payment of finance lease obligations

 

 

(74

)

 

 

(123

)

Proceeds from line of credit

 

 

12,000

 

 

 

6,000

 

Payment of line of credit

 

 

(12,000

)

 

 

(6,000

)

Proceeds from issuance of common stock

 

 

4

 

 

 

-

 

Taxes for net issuance of stock awards

 

 

(167

)

 

 

(41

)

Net cash used by financing activities

 

 

(237

)

 

 

(164

)

Net decrease in cash, cash equivalents and restricted cash

 

 

(3,244

)

 

 

(3,966

)

Cash, cash equivalents and restricted cash at beginning of period

 

 

26,463

 

 

 

16,527

 

Cash, cash equivalents and restricted cash at end of period

 

$

23,219

 

 

$

12,561

 

Supplemental schedule of non-cash investing and financing activities :

 

 

 

 

 

 

 

 

Purchase of equipment included in accounts payable

 

$

1

 

 

$

38

 

 

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

 

 

 

5


QUICKLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands)

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

Paid-In Capital

 

 

Retained Earnings

 

 

Stockholders' Equity

 

Balance at December 30, 2018

 

95,513

 

 

$

95

 

 

$

284,974

 

 

$

(267,814

)

 

$

17,255

 

Common Stock issued under stock plans and employee stock purchase plan

 

1,676

 

 

 

2

 

 

 

738

 

 

 

 

 

 

 

740

 

Common stock offering, net of issuance costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

951

 

 

 

 

 

 

951

 

Net Loss

 

 

 

 

 

 

 

 

 

 

(3,476

)

 

 

(3,476

)

Balance at March 31, 2019

 

97,189

 

 

$

97

 

 

$

286,663

 

 

$

(271,290

)

 

$

15,470

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Paid-In Capital

 

 

Retained Earnings

 

 

Total

 

Balance at December 31, 2017

 

80,536

 

 

$

80

 

 

$

268,833

 

 

$

(254,035

)

 

$

14,878

 

Common Stock issued under stock plans and employee stock purchase plan

 

91

 

 

 

 

 

 

(47

)

 

 

 

 

 

(47

)

Common stock offering, net of issuance costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

432

 

 

 

 

 

 

432

 

Net Loss

 

 

 

 

 

 

 

 

 

 

(3,970

)

 

 

(3,970

)

Balance at April 1, 2018

 

80,627

 

 

$

80

 

 

$

269,218

 

 

$

(258,005

)

 

$

11,293

 

 

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

 

 

6


QUICKLOGIC CORPORATION

NOTES TO UNAUDITED CONDENSED 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 enables Original Equipment Manufacturers, or OEMs to maximize battery life for highly differentiated, immersive user experiences with Smartphone, Wearable, Hearable, Tablet and Internet-of-Things, or IoT devices. QuickLogic delivers these benefits through industry leading ultra-low power customer programmable System on Chip, or SoC semiconductor solutions, embedded software, and algorithm solutions for always-on voice and sensor processing, and enhanced visual experiences. The Company is a fabless semiconductor provider of comprehensive, flexible sensor processing solutions, ultra-low power display bridges, and ultra-low power Field Programmable Gate Arrays, or FPGAs. The Company’s wholly owned subsidiary, SensiML Corporation, or SensiML, provides Analytics Toolkit, which is used in many of the applications where the Company’s ArcticPro™ eFPGA intellectual property, or IP plays a critical role. SensiML Analytics toolkit is an end-to-end software suite that provides OEMs a straightforward process for developing pattern matching sensor algorithms using machine learning technology that are optimized for ultra-low power consumption.

The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of the Company’s management, these statements have been prepared in accordance with the United States generally accepted accounting principles, or U.S. 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 interim condensed consolidated financial statements be read in conjunction with the Company's Form 10-K for the year ended December 30, 2018, which was filed with the Securities and Exchange Commission, or SEC, on March 15, 2019, as amended. Operating results for the three months ended March 31, 2019 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 and the fiscal quarters each end on the Sunday closest to the end of each calendar quarter. QuickLogic's first fiscal quarters for 2019 and for 2018 ended on March 31, 2019 and April 1, 2018, respectively.

Liquidity

The Company has financed its operations and capital investments through sales of common stock, finance leases, bank lines of credit and cash flows from operations. As of March 31, 2019, the Company's principal sources of liquidity consisted of cash and cash equivalents of $23.2 million, including $15.0 million drawn down from its revolving line of credit with Heritage Bank of Commerce (“Heritage Bank”). The maturity date for loans under this revolving facility (the “Revolving Facility”) is September 28, 2020.

Various factors can affect the Company’s liquidity, including, among others: the level of revenue and gross profit as a result of the cyclicality of the semiconductor industry; the conversion of design opportunities into revenue; market acceptance of existing and new products including solutions based on its ArcticLink®, PolarPro® platforms, eFPGA, Quick AI solution and SensiML software; 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; levels of inventories; 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 value and liquidity of its investment portfolio; 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 equity in the Company; the ability to capitalize on synergies with our newly acquired subsidiary SensiML; the issuance and exercise of stock options and participation in the Company’s employee stock purchase plan; and other factors related to the uncertainties of the industry and global economics.

Over the longer term, the Company anticipates that sales generated from its new product offerings, existing cash and cash equivalents, together with financial resources from its Revolving Facility with Heritage Bank, assuming renewal of the Revolving Facility or the Company entering into a new debt agreement with an alternative lender prior to the expiration of the revolving line of credit in September 2020, and its ability to raise additional capital in the public capital markets will be sufficient to satisfy its operations and capital expenditures. However, the Company cannot provide any assurance that it will be able to raise additional capital, if required, or that such capital will be available on terms acceptable to the Company. The inability of the Company to generate sufficient sales from its new product offerings and/or raise additional capital if needed could have a material adverse effect on the Company’s operations and financial condition, including its ability to maintain compliance with its lender’s financial covenants.

7


QUICKLOGIC CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

 

Principles of Consolidation

The consolidated financial statements include the accounts of QuickLogic and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

Foreign Currency

The functional currency of the Company's non-U.S. operations is the U.S. dollar. Accordingly, all monetary assets and liabilities of these foreign operations are translated into U.S. dollars at current period-end exchange rates and non-monetary assets and related elements of expense are translated using historical exchange rates. Income and expense elements are translated to U.S. dollars using the average exchange rates in effect during the period. Gains and losses from the foreign currency transactions of these subsidiaries are recorded as interest income and other expense, net in the unaudited condensed consolidated statements of operations.

Uses of Estimates

The preparation of these consolidated financial statements in conformity with U.S. 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 materially from those estimates, particularly in relation to revenue recognition, the allowance for doubtful accounts, sales returns, valuation of investments, valuation of long-lived assets including mask sets, valuation of goodwill and intangibles related to the acquisition of SensiML, including the estimated useful lives of acquired intangible assets, valuation of inventories including identification of excess quantities, market value and obsolescence, measurement of stock-based compensation awards, accounting for income taxes and estimating accrued liabilities.

Contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment.

Judgment is required to determine the Stand Alone Selling Price, or SSP, for each distinct performance obligation. The Company uses a range of amounts to estimate SSP when each of the products and services are sold separately and determines the discount to be allocated based on the relative SSP of the various products and services when products and services sold are bundled. In instances where SSP is not directly observable, such as when the Company does not sell the product or service separately, it determines the SSP using information that may include market conditions and other observable inputs. The Company typically has more than one SSP for individual products and services due to the stratification of those products and services by customers. In these instances, the Company may use information such as the size of the customer, customer tier, type of the technology used, customer demographics, geographic region and other factors in determining the SSP.

Concentration of Risk

The Company's accounts receivable are denominated in U.S. dollars and are derived primarily from sales to customers located in North America, Asia Pacific, and Europe. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. See Note 14 for information regarding concentrations associated with accounts receivable.

Note 2 — Significant Accounting Policies

During the three-month period ended March 31, 2019, there were no changes in the Company's significant accounting policies from its disclosures in the Annual Report on Form 10-K for the year ended December 30, 2018 except the new accounting standards adopted during the first quarter of 2019. For a discussion of the significant accounting policies, please see the Annual Report on Form 10-K for the fiscal year ended December 30, 2018, filed with the SEC on March 15, 2019, as amended.

Revenue Recognition

Under the Accounting Standards Codification, or ASC, Topic No. 606, revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.

8


QUICKLOGIC CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

 

The Company determines revenue recognition through the following steps:

 

Identification of the contract, or contracts, with a customer

 

Identification of the performance obligations in the contract

 

Determination of the transaction price

 

Allocation of the transaction price to the performance obligations in the contract

 

Recognition of revenue when, or as, we satisfy a performance obligation

As part of its assessment of each contract, the Company evaluates certain factors including the customer’s ability to pay, or credit risk. For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. In determining the transaction price, the price stated on the purchase order is typically fixed and represents the net consideration to which the Company expects to be entitled, and therefore there is no variable consideration. As the Company’s standard payment terms are less than one year, the Company has elected, as a practical expedient, to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product based on its relative standalone selling price. The product price as specified on the purchase order is considered the standalone selling price as it is an observable source that depicts the price as if sold to a similar customer in similar circumstances.

Product Revenue

The Company generates most of its revenue by supplying standard hardware products, which must be programmed before they can be used in an application. The Company’s products may be programmed by itself, distributors, end-customers or third parties. The Company’s contracts with customers are generally for products only, and do not include other performance obligations such as services, extended warranties or other material rights.

The Company recognizes hardware product revenue at the point of time when control of products is transferred to the customers, when the performance obligation is satisfied, which typically occurs upon shipment from the Company’s manufacturing site or its headquarters

Intellectual Property and Software License Revenue

The Company also generates revenue from licensing IP, software tools and royalty from licensing its technology.

The Company recognizes IP and Software License revenue at the point of time when the control of IP or software license has been transferred.

Some of the IP and Software Licensing contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines the standalone selling prices based on the Company’s overall pricing objectives, taking into consideration market conditions and other factors, including the value of the Company’s contracts, type of the customer, customer tier, type of the technology used, customer demographics, geographic locations, and other factors.

Maintenance Revenue

The Company recognizes revenue from maintenance ratably over the term of the underlying maintenance contract term. Renewals of maintenance contracts create new performance obligations that are satisfied over the term with the revenues recognized ratably over the term.

Royalty Revenue

The Company recognizes royalty revenue when the later of the following events occurs:

a) The subsequent sale or usage occurs.

9


QUICKLOGIC CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

 

b) The performance obligation to which some or all of the sales-based royalty has been allocated has been satisfied.

Deferred Revenue

Receivables are recognized in the period we ship the product. Payment terms on invoiced amounts are based on contractual terms with each customer. When the Company receives consideration, or such consideration is unconditionally due, prior to transferring goods or services to the customer under the terms of a sales contract, the Company records deferred revenue, which represents a contract liability. The Company recognizes deferred revenue as net sales once control of goods and/or services have been transferred to the customer and all revenue recognition criteria have been met and any constraints have been resolved. The Company defers the product costs until recognition of the related revenue occurs.

Assets Recognized from Costs to Obtain a Contract with a Customer

The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. The Company has concluded that none of the costs it has incurred to obtain and fulfil its revenue contracts meet the capitalization criteria, and as such, there are no costs deferred at March 31, 2019.

Practical expedients and exemptions

(i) Taxes collected from customers and remitted to government authorities and that are related to the sales of the Company’s products are excluded from revenues.

(ii) Sales commissions are expensed when incurred because the amortization period would have been one year or less. These costs are recorded in selling, general and administrative expense in the Condensed Consolidated Statements of Income.

(iii) The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with original expected lengths of one year or less or (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for the services performed.

Cost of revenue

The Company records all costs associated with its product sales in cost of revenue. These costs include the cost of material, contract manufacturing costs and quality assurance. Cost of revenue also includes indirect costs such as warranty, excess and obsolete charges, general overhead costs and depreciation.

Leases

The Company adopted Accounting Standards Update, or ASU, No. 2016-02, Leases (Topic 842) and related ASUs, which provide supplementary guidance and clarifications on December 31, 2018, utilizing the modified retrospective transition method through a cumulative-effect adjustment at the beginning of the first quarter of 2019. Additionally, the Company elected the practical expedient approach and did not reassess whether any contracts that existed prior to adoption have or contain leases or the classification of our existing leases.

Under Topic 842, all significant lease arrangements are generally recognized at lease commencement. Operating lease right-of-use, or ROU, assets and lease liabilities are recognized at the commencement date. A ROU asset and corresponding lease liability is not recorded for leases with an initial term of 12 months or less (short term leases) and the Company recognizes lease expense for these leases as incurred over the lease term.

ROU assets represent our right to use an underlying asset during the reasonably certain lease terms and lease liabilities represent our obligation to make lease payments arising from the lease. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company primarily uses its incremental borrowing rate, based on the information available at commencement date, in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments related to

10


QUICKLOGIC CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

 

initial direct cost and prepayments and excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. Upon adoption of ASU 2016-02, the Company recognized right-of-use assets of approximately $975,000 and lease liabilities of approximately $939,000 on the Company’s Consolidated Balance Sheets as of March 31, 2019, with no material impact to its Consolidated Statements of operations.

Business Combinations 

The Company recognizes assets acquired (including goodwill and identifiable intangible assets) and liabilities assumed at fair value on the acquisition date. Subsequent changes to the fair value of such assets acquired and liabilities assumed are recognized in earnings, after the expiration of the measurement period, a period not to exceed 12 months from the acquisition date. Acquisition-related expenses and acquisition-related restructuring costs are recognized in earnings in the period in which they are incurred.

Goodwill and Intangible Assets

Goodwill represents the excess fair value of consideration transferred over the fair value of net assets acquired in business combinations. The carrying value of goodwill and indefinite lived intangible assets are not amortized, but are annually tested for impairment and more often if there is an indicator of impairment.

Intangible assets with finite useful lives are amortized on a straight-line basis over the periods benefited. The Company reviews the recoverability of its long-lived assets 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 such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The measurement of impairment requires management to estimate future cash flows and the fair value of long-lived assets.

Restricted cash

Restricted cash represents amounts pledged as cash security related to the Silicon Valley Bank credit cards.

New Accounting Pronouncements

Recently adopted accounting pronouncements:

In February 2018, FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income. The new standard provides companies with an option to reclassify stranded tax effects resulting from enactment of the Tax Cuts and Jobs Act, or TCJA, from accumulated other comprehensive income to retained earnings. The guidance will be effective for the Company beginning in the first quarter of 2019 with early adoption permitted, and would be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the tax rate as a result of TCJA is recognized. The Company adopted this ASU on December 31, 2018 with no material impact on its results of operations, financial position and cash flows.

In March 2018, FASB issued ASU No. 2018-05, Income Taxes (Topic 740). The new standard allows to insert the SEC’s interpretive guidance from Staff Accounting Bulletin, or SAB, No.118 into the income tax accounting codification under U.S. GAAP. The ASU permits companies to use provisional amounts for certain income tax effects of the Tax Act during a one-year measurement period. The provisional accounting impacts for the Company may change in future reporting periods until the accounting analysis is finalized, which will occur no later than the first quarter of fiscal 2019. The Company completed SAB No.118 analysis with no material impact to the consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07, Improvements to nonemployee share-based payment accounting. Currently, share-based payments to nonemployees are accounted for under Subtopic 505-50, which significantly differs from the guidance for share-based payments to employees under Topic 718. This ASU supersedes Subtopic 505-50 by expanding the

11


QUICKLOGIC CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

 

scope of Topic 718 to include nonemployee awards and generally aligning the accounting for nonemployee awards with the accounting for employee awards. The effective date for public companies is for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the effective date is fiscal years beginning after December 15, 2019. The Company adopted this ASU on December 31, 2018 with no material impact on its results of operations, financial position and cash flows.

Recently issued accounting pronouncements not yet adopted:

In August 2018 the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This new standard modifies certain disclosure requirements on fair value measurements. This new standard will be effective for public companies on January 1, 2020. The Company is currently evaluating the impact of our pending adoption of the new standard on the consolidated financial statements.

Other new accounting pronouncements are disclosed on the Annual Report on Form 10-K for the fiscal year ended December 30, 2018 filed with the SEC on March 15, 2019, as amended.

Note 3 — Net Loss Per Share

Basic 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 was 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 weighted average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options and warrants.

For the three months ended March 31, 2019 and April 1, 2018, 8.4 million and 7.5 million of common shares associated with equity awards and the estimated number of shares to be purchased under the current offering period of the 2009 Employee Stock Purchase Plan were outstanding, respectively. These shares were not included in the computation of diluted net loss per share as they were considered anti-dilutive due to the net losses the Company experienced during these periods. Warrants to purchase up to 5.4 million shares were issued in connection with May 29, 2018 stock offering were also not included in the diluted loss per share calculation of the first quarter ended March 31, 2019 as they were also considered anti-dilutive due to the net loss the Company experienced during these periods.

12


QUICKLOGIC CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

 

Note 4 — Balance Sheet Components

The following table provides details relating to certain balance sheet line items as of March 31, 2019, and December 30, 2018:

 

 

 

As of

 

 

 

March 31,

2019

 

 

December 30,

2018

 

 

 

(in thousands)

 

Inventories:

 

 

 

 

 

 

 

 

Raw Material

 

$

191

 

 

$

-

 

Work-in-process

 

 

2,606

 

 

 

3,120

 

Finished goods

 

 

774

 

 

 

716

 

 

 

$

3,571

 

 

$

3,836

 

Other current assets:

 

 

 

 

 

 

 

 

Prepaid expenses

 

$

1,497

 

 

$

1,483

 

Other

 

 

287

 

 

 

292

 

 

 

$

1,784

 

 

$

1,775

 

Property and equipment:

 

 

 

 

 

 

 

 

Equipment

 

$

10,714

 

 

$

10,607

 

Software

 

 

1,823

 

 

 

2,788

 

Furniture and fixtures

 

 

42

 

 

 

42

 

Leasehold improvements

 

 

716

 

 

 

712

 

 

 

 

13,295

 

 

 

14,149

 

Less: Accumulated depreciation and amortization

 

 

(12,422

)

 

 

(12,700

)

 

 

$

873

 

 

$

1,449

 

Accrued liabilities:

 

 

 

 

 

 

 

 

Employee related accruals

 

$

1,131

 

 

$

1,154

 

Other

 

 

589

 

 

 

749

 

 

 

$

1,720

 

 

$

1,903

 

 

Note 5 — Business Acquisition

SensiML Acquisition

On January 3, 2019, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with SensiML for the purchase of all of its issued and outstanding common stock in exchange for the Company’s common stock.

SensiML has a software toolkit enabling IoT developers to quickly and easily create smart devices, transforming rich sensors into actionable event detectors.

SensiML’s Analytics Toolkit is an end-to-end software suite that provides OEMs a straightforward process for developing pattern matching sensor algorithms using machine learning technology that are optimized for ultra-low power consumption. The SensiML Analytics Toolkit enables OEMs to quickly and easily leverage the power of local AI in edge, endpoint and wearable designs without the need for significant Data Science or Firmware Engineering resources.

The results of operations for the Company for the three months ended March 31, 2019 include operating activity for SensiML since its acquisition date of January 3, 2019. For the three months ended March 31, 2019, revenues attributable to SensiML were included in the consolidated results of operations were not significant. For the three months ended March 31, 2019, operations included charges of $38,000, attributable to amortization of purchased intangible assets and $104,000 of deal costs associated with the acquisition. Deal costs are included in general and administrative expenses in the Company’s consolidated results of operations.

13


QUICKLOGIC CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

 

Purchase Price Allocation

Under the purchase accounting method, the total preliminary purchase price was allocated to SensiML’s net tangible and intangible assets based upon their estimated fair values as of the acquisition date. The excess purchase price over the value of the net tangible and identified intangible assets was recorded as goodwill. During the measurement period, which can be no more than one year from the date of acquisition, the Company expects to continue to obtain information to determine the final fair value of the net assets acquired at the acquisition date during the measurement period. Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. Thus, the provisional measurements of fair value discussed above are subject to change. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill.

Intangible assets associated with the acquisition is primarily attributable to the future technology, market presence and knowledgeable and experienced workforce. The fair value assigned to identifiable intangible assets acquired was determined using the income approach taking into account the Company’s consideration of a number of inputs, including an independent third-party analysis that was based upon estimates and assumptions provided by the Company. These estimates and assumptions were determined through established and generally accepted valuation techniques. The estimated fair value of the tangible and intangible assets acquired was allocated at SensiML’s acquisition date. Although goodwill is not amortized for financial accounting purposes, it is amortized in its entirely for tax purposes over fifteen years. Goodwill recognized upon acquisition is not expected to be deductible for income tax purposes.

The Stock Purchase Agreement contains customary representations and warranties between the Company and SensiML, who agreed to indemnify each other for certain breaches of representations, warranties, covenants and other specified matters. Approximately $200,000 in value of the Company’s common stock of the purchase price was placed in escrow as security for post-closing working capital adjustments.

 

Note 6 — Intangible Assets

 

The following table provides the details of the carrying value of intangible assets recorded from the acquisition of SensiML during the first quarter of 2019 (in thousands):

 

 

 

March 31, 2019

 

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net Carrying Amount

 

Developed technolgy

 

$

959

 

 

$

(25

)

 

$

934

 

Customer relationships

 

 

81

 

 

 

(10

)

 

 

71

 

Trade names and trade Marks

 

 

116

 

 

 

(3

)

 

 

113

 

Total acquired identifiable intangible assets

 

$

1,156

 

 

$

(38

)

 

$

1,118

 

 

The following table provides the details of annual amortization of intangible assets, based upon the current useful lives as of March 31, 2019:

 

 

Amount

 

Annual Fiscal Years

 

(in thousands)

 

2019 (Remaining period)

 

$

111

 

2020

 

 

148

 

2021

 

 

107

 

2022

 

 

107

 

2023

 

 

107

 

Thereafter

 

 

538

 

Total

 

$

1,118

 

 

14


QUICKLOGIC CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

 

 

Note 7 — Debt Obligations

 

Revolving Line of credit

On September 28, 2018, the Company entered into a Loan Agreement with Heritage Bank. The Loan Agreement provided for, among other things, a Revolving Facility with aggregate commitments of $9,000,000, which was increased to $15,000,000 by an amended and restated agreement dated December 21, 2018. The maturity date for loans under the Revolving Facility is September 28, 2020.

On December 21, 2018, the Company entered into an Amended and Restated Loan and Security Agreement, or the Amended and Restated Loan Agreement with the Heritage Bank to replace in its entirety the Loan and Security Agreement entered on September 28, 2018. The Amended and Restated Loan Agreement increases the Revolving Facility from $9,000,000 to $15,000,000. The Amended and Restated Loan Agreement requires the Company to maintain at least $3,000,000 in unrestricted cash at Heritage Bank. The Company was in compliance with all loan covenants under the Amended and Restated Loan Agreement as of the end of the current reporting period.

Loans under the Revolving Facility bear interest at a rate equal to one half of one percentage point (0.50%) above the variable rate of interest, per annum, that appears in The Wall Street Journal from time to time, whether or not such announced rate is the lowest rate available from Heritage Bank. As of March 31, 2019 and December 30, 2018, the Company had $15.0 million of revolving debt outstanding with an interest rate of 6.0% per annum.

The Company’s previous line of credit facility with Silicon Valley Bank, which matured on September 24, 2018 was fully paid off in July 2018.

Note 8 — Leases

The Company entered into operating leases for office space for its headquarter, domestic and foreign subsidiaries and sales offices. Finance leases are primarily engineering design software. Operating leases generally have remaining lease terms of 1 year to 5 years. Finance leases are generally 2 years to 3 years.

The following table provides the details of lease costs.

 

Three Months Ended

 

 

March 31, 2019

 

 

(in thousands)

 

Operating lease costs:

 

 

 

Fixed

$

152

 

Variable

 

-

 

Short term

 

18

 

Finance lease costs:

 

 

 

Amortization of ROU asset

 

90

 

Interest

 

6

 

Total lease costs

$

266

 

15


QUICKLOGIC CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

 

The following table provides the details of supplemental cash flow information:

 

 

Three Months Ended

 

 

 

 

March 31, 2019

 

 

Cash paid for amounts included in the measurement of lease liabilities

 

(in thousands)

Operating cash flows from operating leases

 

$

177

 

 

Operating cash flows from finance leases

 

 

4

 

 

Financing cash flows from financing leases

 

 

74

 

 

  Total

 

$

255

 

 

Right-of-use assets obtained in exchange for obligations

 

 

 

 

 

Operating leases

 

$

542

 

 

Finance leases

 

 

433

 

 

  Total

 

$

975

 

 

 

The following table provides the details of right-of-use assets and lease liabilities as of March 31, 2019:

 

 

March 31, 2019

 

 

 

(in thousands)

 

Right-of-use assets:

 

 

 

 

Operating leases

 

$

542

 

Finance leases

 

 

433

 

   Total

 

$

975

 

Lease liabilities:

 

 

 

 

Operating leases

 

 

589

 

Finance leases

 

 

350

 

  Total

 

$

939

 

 

The following table provided the details of future lease payments for operating and finance leases as of March 31, 2019:

.

Annual Fiscal Years

 

Operating

 

 

Finance

 

2019 (Remaining period)

 

$

319

 

 

$

310

 

2020

 

 

209

 

 

 

64

 

2021

 

 

92

 

 

 

-

 

  Total lease payments

 

 

620

 

 

 

374

 

Less: Interest

 

 

(31

)

 

 

(24

)

Present value of lease liabilities

 

 

 

$

589

 

 

$

350

 

 

 

To following table provides the details of lease terms and discount rates as of March 31, 2019:

 

 

March 31, 2019

 

Right-of-use assets:

 

 

 

 

Weighted-average remaining lease term (years)

 

 

 

 

Operating leases

 

2.99

 

Finance leases

 

 

1.20

 

Weighted-average discount rates:

 

 

 

 

Operating leases

 

 

5.88

%

Finance leases

 

 

6.36

%

 

16


QUICKLOGIC CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

 

Note 9 — Fair Value Measurements

Money market funds classified within Level 2 because they are not actively traded, have been valued using quoted market prices or alternative pricing sources and models utilizing observable market inputs. Cash balances in collateral money market account with Heritage Bank earns fixed interest income. Carrying value of this account balance equals to the fair value, hence is not included in the below table.

The following table presents the Company's financial assets that are measured at fair value on a recurring basis as of March 31, 2019 and December 30, 2018, consistent with the fair value hierarchy provisions of the authoritative guidance (in thousands):

 

 

 

March 31, 2019

 

 

December 30, 2018

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

6

 

 

$

6

 

 

$

 

 

$

 

 

$

262

 

 

$

262

 

 

$

 

 

$

 

Total assets

 

$

6

 

 

$

6

 

 

$

 

 

$

 

 

$

262

 

 

$

262

 

 

$

-

 

 

$

 

 

(1)

Money market funds are included in cash and cash equivalents on the accompanying consolidated balance sheets as of March 31, 2019 and December 30, 2018.

Note 10 — Stockholders' Equity

Common Stock and Preferred Stock

As of March 31, 2019, the Company is authorized to issue 200 million shares of common stock and has 10 million shares of authorized but unissued shares of preferred stock. Without any further vote or action by the Company's stockholders, the Board of Directors has the authority to determine the powers, preferences, rights, qualifications, limitations or restrictions granted to or imposed upon any wholly unissued shares of undesignated preferred stock.

Issuance of Common Stock

On March 15, 2019, the Company filed a shelf registration statement on Form S-3, under which the Company may, from time to time, sell securities on one or more offerings up to a total amount of $75 million. The Company’s shelf registration statement was declared effective on March 29, 2019.

Under the shelf registration dated December 6, 2016, as amended on March 15, 2017, and on May 29, 2018, the Company issued an aggregate of 13.5 million shares of common stock, $0.001 par value and warrants to purchase up to an aggregate of 5.4 million shares of common stock in a confidentially marketed underwritten offering. The common stock and warrants were issued in units (the “Units”), with each Unit consisting of (i) one share of common stock and (ii) a warrant to purchase 0.40 of a share of common stock, at a price of $1.15 per Unit. The Company received total net proceeds from the offering of $13.9 million.

The warrants are exercisable any time for a period of 60 months from the date of issuance on May 29, 2018, and are exercisable at a price of $1.38 per share. The Company allocated the proceeds between the common stock and the warrants based on the relative fair value of each on the date of issuance. The estimated grant date fair value was $0.57 per warrant and was calculated based on the following assumptions used in the Black-Scholes model: expected term of 5 years, risk-free interest rate of 2.58%, expected volatility of 52.75% and expected dividend of zero.

Note 11 — Employee Stock Plans

2009 Stock Plan

The 2009 Stock Plan, or the 2009 Plan, was amended and restated by the Board of Directors in January 2015, in February 2017 and in March 15, 2018 and approved by the Company's stockholders on April 23, 2015, on April 26, 2017 and on April 25, 2018 to, among other things, reserve an additional 2.5 million, 1.5 million and 4.0 million shares of common stock, respectively, for issuance under the 2009 Plan. As of March 31, 2019, approximately 16.5 million shares were reserved for

17


QUICKLOGIC CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

 

issuance under the 2009 Plan. On March 15, 2018, Board of Directors extended the term of the Stock Plan until March 15, 2028.

2019 Stock Plan

On April 24, 2019, the Company’s Board of Directors and shareholders approved the 2019 Stock Plan, or 2019 Plan, to replace the 2009 Plan. Under the 2019 Plan, 5,000,000 shares of common stock are available for grants. The remaining balance of available shares under the 2009 Plan of 4,186,979 were cancelled as of April 24, 2019.

Employee Stock Purchase Plan

The 2009 Employee Stock Purchase Plan, or the 2009 ESPP, was adopted in March 2009. The 2009 ESPP was amended by the Board of Directors in January 2015 and in February 2017, and was approved by the Company's stockholders on April 23, 2015 and April 26, 2017, to reserve an additional 1.0 million and 1.5 million shares of common stock, respectively, for issuance under the 2009 ESPP.

As of March 31, 2019, approximately 4.8 million shares of the Company’s common stock were reserved for issuance under the 2009 ESPP. On May 6, 2019, the Board of Directors approved the extension of the term of the 2009 ESSP to March 5, 2029.

Note 12 — Stock-Based Compensation

Stock-based compensation expense included in the Company's consolidated financial statements for the three months ended March 31, 2019 and April 1, 2018 was as follows (in thousands):

 

 

 

Three Months Ended

 

 

 

March 31,

2019

 

 

April 1,

2018

 

Cost of revenue

 

$

26

 

 

$

34

 

Research and development

 

 

655

 

 

 

183

 

Selling, general and administrative

 

 

270

 

 

 

215

 

Total costs and expenses

 

$

951

 

 

$

432

 

 

No stock-based compensation was capitalized during any period presented above.

No stock options were granted during the three-month periods ended March 31, 2019 and April 1, 2018. As of March 31, 2019 and April 1, 2018, the fair value of unvested stock options, net of expected forfeitures, was approximately $124,000 and $230,000, respectively. The remaining unrecognized stock-based compensation expense relating to stock options is expected to be recognized over a weighted average period of 1.4 years as of March 31, 2019.

Stock-Based Compensation Award Activity

The following table summarizes the activity in the shares available for grant under the 2009 Stock Plan during the three months ended March 31, 2019:

 

 

 

Shares

Available for Grant

 

 

 

(in thousands)

 

Balance at December 30, 2018

 

 

6,760

 

Authorized

 

 

-

 

RSUs granted

 

 

(3,144

)

RSUs forfeited or expired

 

 

158

 

Options forfeited

 

 

20

 

Balance at March 31, 2019

 

 

3,794

 

 

18


QUICKLOGIC CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

 

Stock Options

The following table summarizes stock options outstanding and stock option activity under the 2009 Plan, and the related weighted average exercise price, for the three months ended March 31, 2019:

 

 

 

Number of

Shares

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Term

 

 

Aggregate

Intrinsic

Value

 

 

 

(in thousands)

 

 

 

 

 

 

(in years)

 

 

(in thousands)

 

Balance outstanding at December 30, 2018

 

 

3,201

 

 

$

2.18

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

(20

)

 

 

3.12

 

 

 

 

 

 

 

 

 

Exercised

 

 

(4

)

 

 

0.78

 

 

 

 

 

 

 

 

 

Balance outstanding at March 31, 2019

 

 

3,177

 

 

$

2.18

 

 

 

3.48

 

 

$

-

 

Exercisable at March 31, 2019

 

 

2,894

 

 

$

2.30

 

 

 

3.09

 

 

$

-

 

Vested and expected to vest at March 31, 2019

 

 

3,144

 

 

$

2.19

 

 

 

3.44

 

 

$

-

 

 

The aggregate intrinsic value in the table above represents the total pretax intrinsic value, based on the Company's closing stock price of $0.61 as of March 31, 2019, which would have been received by the option holders had all option holders exercised their options as of that date.

The total intrinsic value of options exercised during the three months ended March 31, 2019 and April 1, 2018 was $0 as the stock price was lower than exercise price. Total cash received from employees as a result of employee stock option exercises during the three months ended March 31, 2019 and April 1, 2018 was approximately $3,600 and $0, respectively. The Company settles employee stock option exercises with newly issued common shares. In connection with these exercises, there was no tax benefit realized by the Company due to the Company's current loss position. Total stock-based compensation related to stock options was $25,000 and $38,000 for the three months ended March 31, 2019 and April 1, 2018, respectively.

Restricted Stock Units

The Company grants restricted stock units or RSUs, to employees and board of directors with various vesting terms. RSUs entitle the holder to receive, at no cost, one common share for each RSU as it vests. In general, the Company's policy is to withhold shares in settlement of employee tax withholding obligations upon the vesting of RSUs. The stock-based compensation related to RSUs was $877,000 and $295,000 for three months ended March 31, 2019 and April 1, 2018, respectively. As of March 31, 2019 and April 1, 2018, there was $3.2 million and $2.4 million, respectively, in unrecognized compensation expense related to RSUs. The remaining unrecognized stock-based compensation expense is expected to be recorded over a weighted average period of 1.75 years.

A summary of activity for the Company's RSUs for the three months ended March 31, 2019 and information regarding RSUs outstanding and expected to vest as of March 31, 2019 is as follows:

 

 

 

RSUs & PRSUs Outstanding

 

 

 

Number of

Shares

 

 

Weighted

Average

Grant Date

Fair Value

 

 

 

(in thousands)

 

 

 

 

 

Nonvested at December 30, 2018

 

 

2,570

 

 

$

1.23

 

Granted

 

 

3,143

 

 

 

0.87

 

Vested

 

 

(697

)

 

 

1.06

 

Forfeited

 

 

(158

)

 

 

 

Nonvested at March 31, 2019

 

 

4,858

 

 

$

1.09

 

 

Employee Stock Purchase Plan

The weighted average estimated fair value, as defined by the amended authoritative guidance, of rights issued pursuant to the Company's 2009 ESPP during the quarters ended March 31, 2019 and April 1, 2018, was $0.31 and $0.46 per right, respectively.

19


QUICKLOGIC CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

 

As of March 31, 2019, 1.2 million shares remained available for issuance under the 2009 ESPP. For the three months ended March 31, 2019 and April 1, 2018, the Company recorded stock-based compensation expense related to the 2009 ESPP of $49,000 and $54,000 respectively.

The fair value of rights issued pursuant to the Company's 2009 ESPP was estimated on the commencement date of each offering period using the following weighted average assumptions:

 

 

 

Three Months Ended

 

 

 

March 31,

2019

 

 

April 1,

2018

 

Expected term (months)

 

 

6.0

 

 

 

6.0

 

Risk-free interest rate

 

 

2.37

%

 

 

1.39

%

Volatility

 

 

53.77

%

 

 

54.87

%

Dividend yield

 

 

 

 

 

 

 

As of March 31, 2019, the unrecognized stock-based compensation expense relating to the Company's 2009 ESPP was $24,000 and is expected to be recognized over a weighted average period of approximately 1.5 months.

Note 13 — Income Taxes

The Company recorded a net income tax benefit of $268,000 for the three months ended March 31, 2019, and tax expense of $61,000 for the three months ended April 1, 2018. A majority of the income tax benefit for the first quarter of 2019 relates to the deferred tax benefit arising from Intangible assets acquired from the acquisition of SensiML, which was offset by the income taxes from the Company's foreign subsidiaries, which are cost-plus entities.

The Company believes it is more likely than not that federal and state net deferred tax assets will not be fully realized. In assessing the realizability of deferred tax assets, the Company’s management considers whether it is more likely than not that some portion or all of our deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. A valuation allowance is recorded for loss carryforwards and other deferred tax assets where it is more likely than not that such deferred tax assets will not be realized. Accordingly, the Company continues to maintain a valuation allowance against all of U.S. and certain foreign net deferred tax assets as of March 31, 2019. The Company continues to maintain a full valuation allowance against net federal, state and certain foreign deferred tax assets until there is sufficient evidence to support recoverability of the Company’s deferred tax assets.

The Company had no unrecognized tax benefits as of March 31, 2019 and December 30, 2018, which would affect the Company's effective tax rate. The Company does not anticipate any material changes to its unrecognized tax benefits during the next 12 months.

Accrued interest and penalties related to unrecognized tax benefits are recognized as part of the income tax provision in the condensed consolidated statements of operations.

The Company is subject to U.S. federal income tax as well as income taxes in many U.S. states and foreign jurisdictions in which the Company operates. The U.S. tax years from 1999 forward remain effectively open to examination due to the carryover of unused net operating losses and tax credits.

Under the Tax Reform Act of 1986, the amount of and the benefit from net operating loss carryforwards and credit carryforwards may be impaired or limited in certain circumstances. Events which may restrict utilization of a company's net operating loss and credit carryforwards include, but are not limited to, certain ownership change limitations as defined in Internal Revenue Code Section 382 and similar state provisions. In the event the Company has had a change of ownership, utilization of carryforwards could be restricted to an annual limitation. The annual limitation may result in the expiration of net operating loss carryforwards and credit carryforwards before utilization.

The Company has not undertaken a study to determine if its net operating losses are limited. In the event the Company previously experienced an ownership change, or should experience an ownership change in the future, the amount of net

20


QUICKLOGIC CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

 

operating losses and research and development credit carryovers available in any taxable year could be limited and may expire unutilized.

Note 14 — Information Concerning Product Lines, Geographic Information and Revenue Concentration

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

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

 

 

 

Three Months Ended

 

 

 

March 31,

2019

 

 

April 1,

2018

 

Revenue by product line (1):

 

 

 

 

 

 

 

 

New products

 

$

687

 

 

$

1,300

 

Mature products

 

 

2,507

 

 

 

1,464

 

Total revenue

 

$

3,194

 

 

$

2,764

 

 

(1)

For all periods presented: New products include all products manufactured on 180 nanometer or smaller semiconductor processes. eFPGA IP license, Quick AI and Software revenues are also included in new product revenue. Mature products include all products produced on semiconductor processes larger than 180 nanometer.

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

 

 

 

Three Months Ended

 

 

 

March 31,

2019

 

 

April 1,

2018

 

Revenue by geography: