UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended April 3, 2022

☐	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.)

2220 Lundy Avenue, San Jose, CA 95131-1816

(Address of principal executive offices including zip code))

(408) 990-4000

(Registrant's telephone number, including area code)

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 Capital Market

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 ☒ 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 ☒ 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	☐
Non-accelerated filer	☒	Smaller Reporting Company	☒
		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 ☒

As of May 13, 2022, there were 12,395,629 shares of registrant’s common stock, par value $0.001 per share, outstanding.

		Page
Part I - Financial Information		3

Item 1.	Unaudited Condensed Consolidated Financial Statements	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	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	22

Part II - Other Information		23

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 3.	Defaults Upon Senior Securities	23

Item 6.	Exhibits	24

Signatures		25

	*April 3,*			*January 2,*
	*2022*			*2022*
ASSETS
Current assets:
Cash, cash equivalents and restricted cash	$	20,140		$	19,605
Accounts receivable, net of allowances for doubtful accounts of $62		1,581			1,294
Inventories		2,292			2,078
Other current assets		1,119			1,181
Total current assets		25,132			24,158
Property and equipment, net		499			499
Capitalized internal-use software, net		1,291			1,241
Right of use assets		1,336			1,529
Intangible assets		725			752
Goodwill		185			185
Investment in privately-held non-affiliate		300			300
Other assets		306			309
TOTAL ASSETS	$	29,774		$	28,973

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving line of credit	$	15,000		$	15,000
Trade payables		1,332			934
Accrued liabilities		1,963			1,665
Deferred revenue		67			455
Lease liabilities, current		762			819
Total current liabilities		19,124			18,873
Long-term liabilities:
Lease liabilities, non-current		615			744
Other liabilities, non-current		125			147
Total liabilities		19,864			19,764
Commitments and contingencies (see Note 10)
Stockholders' equity:
Preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.001 par value; 200,000 authorized; 12,362 and 11,863 shares issued and outstanding as of April 3, 2022 and January 2, 2022, respectively		12			12
Additional paid-in capital		312,087			310,222
Accumulated deficit		(302,189	)		(301,025	)
Total stockholders' equity		9,910			9,209
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	29,774		$	28,973

	Three Months Ended
	April 3,			April 4,
	2022			2021
Revenue	$	4,096		$	2,240
Cost of revenue		1,635			1,096
Gross profit		2,461			1,144
Operating expenses:
Research and development		1,333			1,887
Selling, general and administrative		2,137			1,947
Total operating expenses		3,470			3,834
Loss from operations		(1,009	)		(2,690	)
Interest expense		(33	)		(32	)
Gain on forgiveness of debt		—			1,192
Interest income and other income (expense), net		(123	)		(7	)
Loss before income taxes		(1,165	)		(1,537	)
(Benefit from) provision for income taxes		(1	)		152
Net loss	$	(1,164	)	$	(1,689	)
Net loss per share:
Basic and diluted	$	(0.10	)	$	(0.15	)
Weighted average shares outstanding:
Basic and diluted		12,126			11,264

	*Three Months Ended*
	*April 3,*			*April 4,*
	*2022*			*2021*
Cash flows from operating activities:
Net loss	$	(1,164	)	$	(1,689	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		162			162
Stock-based compensation		383			368
Write-down of inventories and reclassifications		(26	)		15
Gain on forgiveness of debt		—			(1,192	)
Changes in operating assets and liabilities:
Accounts receivable		(287	)		386
Inventories		(188	)		183
Other assets		65			(304	)
Trade payables		467			518
Accrued liabilities		298			206
Deferred revenue		(388	)		114
Other long-term liabilities		(22	)		230
Net cash used in operating activities		(700	)		(1,003	)
Cash flows from investing activities:
Capital expenditures for property and equipment		(10	)		(144	)
Capitalized internal-use software		(139	)		(139	)
Net cash used in investing activities		(149	)		(283	)
Cash flows from financing activities:
Payment of finance lease obligations		(98	)		(43	)
Proceeds from line of credit		15,000			15,000
Repayment of line of credit		(15,000	)		(15,000	)
Proceeds from issuance of common stock		1,482			—
Taxes paid related to settlement of equity awards		—			(484	)
Net cash provided by (used in) financing activities		1,384			(527	)
Net (decrease) increase in cash, cash equivalents and restricted cash		535			(1,813	)
Cash, cash equivalents and restricted cash at beginning of period		19,605			22,748
Cash, cash equivalents and restricted cash at end of period	$	20,140		$	20,935

					*Additional*					*Total*
	*Common Stock*				*Paid-In*		*Accumulated*			*Stockholders'*
	*Shares*		*Amount*		*Capital*		*Deficit*			*Equity*
Balance at January 2, 2022		11,863	$	12	$	310,222	$	(301,025	)	$	9,209
Issuance of common stock under Public Stock Offering, net of stock issuance costs		310		—		1,482		—			1,482
Common stock issued under stock plans and employee stock purchase plans		189		—		—		—			—
Stock-based compensation		—		—		383		—			383
Net loss		—		—		—		(1,164	)		(1,164	)
Balance at April 3, 2022		12,362	$	12	$	312,087	$	(302,189	)	$	9,910

	*Three Months Ended*
	*April 3, 2022*		*April 4, 2021*
Operating lease costs:
Fixed	$	100	$	103
Short term		6		4
Total	$	106	$	107
Finance lease costs:
Amortization of ROU asset	$	109	$	98
Interest		7		7
Total	$	116	$	105

	Three Months Ended
	April 3, 2022		April 4, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	100	$	102
Operating cash flows used for finance leases		7		8
Financing cash flows used for financing leases		98		43
Total	$	205	$	153

	April 3, 2022		January 2, 2022
Right-of-use assets:
Operating leases	$	725	$	809
Finance leases		611		720
Total right-of-use assets	$	1,336	$	1,529
Lease liabilities:
Operating leases	$	786	$	873
Finance leases		591		690
Total lease liabilities	$	1,377	$	1,563

	*Operating Leases*			*Finance Leases*
2022 (remaining period)	$	309		$	370
2023		422			141
2024		106			105
Total lease payments		837			616
Less: Interest		(51	)		(25	)
Present value of lease liabilities	$	786		$	591

	Shares Available for Grants
Balance at January 2, 2022		594
RSUs granted		(61	)
RSUs forfeited or expired		10
Balance at April 3, 2022		543

			Weighted		Weighted
			Average		Average		Aggregate
	*Number of*		*Exercise*		*Remaining*		*Intrinsic*
	*Shares*		*Price*		*Term*		*Value*
	(in thousands)				(in years)		(in thousands)
Balance outstanding at January 2, 2022		93	$	27.49		3.19	$	—
Balance outstanding at April 3, 2022		93	$	27.49		2.93	$	—
Exercisable at April 3, 2022		93	$	27.49		2.93	$	—
Vested and expected to vest at April 3, 2022		93	$	27.49		2.93	$	—

	*RSUs & PRSUs Outstanding*
				*Weighted*
				*Average*
	*Number of*			*Grant Date*
	*Shares*			*Fair Value*
	(in thousands)
Nonvested at January 2, 2022		568		$	5.86
Granted		61			5.30
Vested		(189	)		6.04
Forfeited		(10	)		5.85
Nonvested at April 3, 2022		430		$	5.71

	*Three Months Ended*
	*April 3,*			*April 4,*
	*2022*			*2021*
Distributor "A"		11	%		12	%
Distributor "C"		10	%		23	%
Distributor "E"		30	%		29	%
Customer "F"		*			29	%
Customer "N"		17	%		13	%
Customer "O"		27	%		13	%
Customer "P"		23	%		*

	*April 3, 2022*			*January 2, 2022*
Distributor "A"		24	%		42	%
Distributor "C"		21	%		17	%
Distributor "E"		25	%		22	%
Distributor "J"		27	%		*
Customer "O"		*			10	%

	Three Months Ended						Change
	April 3,			April 4,
	2022			2021			Amount			Percentage
Interest expense	$	(33	)	$	(32	)	$	(1	)		3	%
Gain on forgiveness of debt		—			1,192			(1,192	)		(100	)%
Interest income and other income (expense), net		(123	)		(7	)		(116	)		1657	%
Total interest income and other income (expense), net	$	(156	)	$	1,153		$	(1,309	)		(114	)%

Exhibit Number		Description
10.1		Fifth Amendment to Amended and Restated Loan and Security Agreement, dated April 4, 2022, between the Company and Heritage Bank.
31.1		Certification of Brian C. Faith, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Elias Nadar, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Brian C. Faith, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Elias Nader, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB

SEC Form 10-Q filed by QuickLogic Corporation