Forward-Looking Statements
The following Management's Discussion and Analysis of Financial Condition andResults of Operations, as well as information contained in "Risk Factors" inPart II, Item 1A and elsewhere in this Quarterly Report on Form 10-Q, contain"forward-looking statements" within the meaning of Section 27A of the SecuritiesAct 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 thesafe harbor created by those provisions. Forward-looking statements aregenerally written in the future tense and/or are preceded by words such as"will," "may," "should," "forecast," "could," "expect," "suggest," "believe,""anticipate," "intend," "plan," "future," "potential," "target," "seek,""continue," "if" or other similar words.The forward-looking statements contained in the Quarterly Report includestatements regarding our strategies as well as (1) our revenue levels, includingthe commercial success of our solutions and new products, (2) the conversion ofour design opportunities into revenue, (3) our liquidity, (4) our gross profitand breakeven revenue level and factors that affect gross profit and thebreak-even revenue level, (5) our level of operating expenses, (6) our researchand development efforts, (7) our partners and suppliers, (8) industry and markettrends, (9) our manufacturing and product development strategies and (10) ourcompetitive position.The following discussion should be read in conjunction with the attachedunaudited condensed consolidated financial statements and notes thereto, andwith our audited consolidated financial statements and notes thereto for thefiscal year ended January 2, 2022, found in our Annual Report on Form 10-K filedwith the Securities and Exchange Commission ("SEC") on March 22, 2022. Althoughwe believe that the assumptions underlying the forward-looking statementscontained in this Quarterly Report are reasonable, any of the assumptions couldbe inaccurate, and therefore there can be no assurance that such statements willbe accurate. The risks, uncertainties and assumptions referred to above thatcould cause our results to differ materially from the results expressed orimplied by such forward-looking statements include, but are not limited to,those discussed under the heading "Risk Factors" in Part II, Item 1A hereto andthe risks, uncertainties and assumptions discussed from time to time in ourother public filings and public announcements. All forward-looking statementsincluded in this document are based on information available to us as of thedate hereof. In light of the significant uncertainties inherent in theforward-looking statements included herein, the inclusion of such informationshould not be regarded as a representation by us or any other person that theresults or conditions described in such statements or our objectives and planswill be achieved. Furthermore, past performance in operations and share price isnot necessarily indicative of future performance. We disclaim any intention orobligation to update or revise any forward-looking statements, whether as aresult of new information, future events or otherwise that may arise after thedate of this Quarterly Report on Form 10-Q.OverviewWe develop low power, multi-core semiconductor platforms and IP for AI, voiceand sensor processing. The solutions include an eFPGA for hardware accelerationand pre-processing, and heterogeneous multi-core SoCs that integrate eFPGA withother processors and peripherals. The SensiML Analytics Toolkit from our whollyowned subsidiary, SensiML completes the "full stack" end-to-end solution withaccurate sensor algorithms using AI technology. The full range of platforms,software tools and eFPGA IP enables the practical and efficient adoption of AI,voice and sensor processing across Consumer/Industrial IoT, ConsumerElectronics, Military, Aerospace and Defense applications.Our new products include our EOS™, QuickAI™, SensiML Analytics Studio,ArcticLink® III, PolarPro®3, PolarPro II, PolarPro, and Eclipse II products(which together comprise our new product category). Our mature products includeprimarily FPGA families named pASIC®3 and QuickRAM® as well as programminghardware and design software. In addition to delivering our own semiconductorsolutions, we have an IP business that licenses our eFPGA technology for use inother semiconductor companies SoCs. We began delivering our eFPGA IP productArcticPro™ in 2017, which is included in the new product revenue category.Through the acquisition of SensiML, we now have an IoT AI software platform thatincludes SaaS subscriptions for development, per unit license fees when deployedin production, and proof-of-concept services - all of which are also included inthe new product revenue category. Inclusive of one pending, patent applicationdisclosed in our fiscal 2021 annual report, at the end ofthe first quarter offiscal 2022 we had a total of five patent applications pending.Our semiconductor solutions typically fall into one of three categories: SensorProcessing, Display and Smart Connectivity. Our solutions include a uniquecombination of our silicon platforms, IP cores, software drivers, and in somecases, firmware and application software. All of our silicon platforms arestandard devices and must be programmed to be effective in a system. Our IP thatenables always-on context-aware sensor applications includes our Flexible FusionEngine, our Sensor Manager and Communications Manager technologies as well as IPthat (i) improves multimedia content, such as our Visual Enhancement Engine,("VEE"), technology, and Display Power Optimizer, ("DPO"), technology; and (ii)implements commonly used mobile system interfaces, such as Low VoltageDifferential Signaling, ("LVDS"), Mobile Industry Processor Interface, ("MIPI"),and Secure Digital Input Output, ("SDIO").Through the acquisition of SensiML, our core IP also includes the SensiML AIToolkit that enables OEMs to develop AI software for a broad array ofresource-constrained time-series sensor endpoint applications. These include awide range of consumer and industrial sensing applications. 15--------------------------------------------------------------------------------
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We also work with processor manufacturers, sensor manufacturers, and voicerecognition, sensor fusion and context awareness algorithm developers in thedevelopment of reference designs. Through reference designs that incorporate oursolutions, we believe mobile processor manufacturers, sensor manufacturers, andsensor and voice algorithm companies can expand the available market for theirrespective products. Furthermore, should a solution developed for a processormanufacturer or sensor and/or sensor algorithm company be applicable to a set ofcommon OEMs or Original Design Manufacturers, ("ODMs"), we can amortize ourResearch and Development, ("R&D"), investment over that set of OEMs or ODMs.There may also be cases when platform providers that intend to use always-onvoice recognition will dictate certain performance requirements for the combinedsoftware/hardware solution before the platform provider certifies and/orqualifies our product for use by end customers.In addition to working directly with our customers, we partner with othercompanies that are experts in certain technologies to develop additional IP,reference platforms and system software to provide application solutions,particularly in the area of hardware acceleration for AI-type applications. Wealso work with mobile processor and communications semiconductor devicemanufacturers and companies that supply sensor, algorithms and applications. Forour sensor processing solutions, we collaborate with sensor manufacturers toensure interface compatibility. We also collaborate with sensor and voice/audiosoftware companies, helping them optimize their software technology on oursilicon platforms in terms of performance, power consumption and userexperience.Our ArcticPro eFPGA IP are currently developed on 65nm, 40nm and 22nm processnodes. The licensable IP is generated by a compiler tool that enables licenseesto create an eFPGA block that they can integrate into their SoC withoutsignificant involvement by QuickLogic. We believe this flow enables a scalablesupport model for QuickLogic. For our eFPGA strategy, we work with semiconductormanufacturing partners to ensure our eFPGA IP is proven for a given foundry andprocess node before it is licensed to a SoC company.In order to grow our revenue from its current level, we depend upon increasedrevenue from our new products including existing new product platforms, eFPGA IPand platforms currently in development. We expect our business growth to bedriven mainly by our silicon solutions, eFPGA IP and SensiML AI Software.Therefore, our revenue growth needs to be strong enough to enable us to sustainprofitability while we continue to invest in the development, sales andmarketing of our new solution platforms, IP and software. We are expectingrevenue growth from EOS S3, SensiML AI SaaS, and eFPGA IP licensing in fiscalyear 2022.We continue to seek to expand our revenue, including pursuing high-volume salesopportunities in our target market segments, by providing solutionsincorporating IP, or industry standard interfaces. Our industry is characterizedby intense price competition and by lower margins as order volumes increase.While winning large volume sales opportunities will increase our revenue, webelieve these opportunities may decrease our gross profit as a percentage ofrevenue.During the first quarter of 2022, we generated total revenue of $4.1 million,which represents an increase of 11% compared to the prior quarter and anincrease of 83% compared to the same quarter last year. Our new product revenuein the first quarter of 2022 was $3.5 million, an increase of 29% from the priorquarter and an increase of 221% from the first quarter of 2021. Our matureproduct revenue was $0.6 million in the first quarter of 2022, which was adecrease of 38% compared to the prior quarter and a decrease of 45% compared tothe first quarter of 2021. We expect our mature product revenue to continue tofluctuate over time.We devote substantially all of our development, sales and marketing efforts toour new sensor processing solutions using our EOSTM S3 platforms, derivativeproducts based on software-driven features, development of additional newproducts and solution platforms, our new eFPGA IP licensing and QuickAIinitiatives. Overall, we reported a net loss of $1.2 million for the firstquarter of 2022, a decrease of 26% compared with the prior quarter and adecrease of 31% compared with the first quarter of 2021.We have experienced net losses in the recent years and expect losses to continuethrough at least fiscal year 2022 as we continue to develop new products,applications and technologies. Whether we can achieve cash flow levelssufficient to support our operations cannot be accurately predicted. Unless suchcash flow levels are achieved in addition to the proceeds we received from ourrecent sale of our equity securities, we may need to borrow additional funds orsell debt or equity securities, or some combination thereof, to provide fundingfor our operations, and such additional funding may not be available oncommercially reasonable terms, or at all.There have been no material changes due to the impact of the Covid-19 pandemicon our business from that disclosed in our most recently filed Annual Report.Our most recent Annual Report on Form 10-K for the year ended January 2, 2022 asfiled with the SEC on March 22, 2022 provides additional information about ourbusiness and operations. 16--------------------------------------------------------------------------------
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Critical Accounting Policies and Estimates
The methodologies, estimates and judgments we use in applying our most criticalaccounting policies have a significant impact on the results we report in ourunaudited condensed consolidated financial statements. The SEC has definedcritical accounting policies as those that are most important to the portrayalof our financial condition and results of operations and require us to makedifficult and subjective judgments, often as a result of the need to makeestimates of matters that are inherently uncertain. Based on this definition,our critical policies include revenue recognition, and determination of theStand-Alone Selling Price ("SSP") for certain distinct performance obligations(such as for IP licensing and professional services contracts), goodwill andintangible assets, valuation of inventories including identification of excessquantities and product obsolescence, allowance for doubtful accounts, valuationof long-lived assets, leases, measurement of stock-based compensation, andaccounting for income taxes. We believe that we apply judgments and estimates ina consistent manner and that this consistent application results in ourconsolidated financial statements and accompanying notes that fairly representall periods presented. However, any factual errors or errors in these judgmentsand estimates may have a material impact on our financial statements. During thethree months ended April 3, 2022, there were no changes in our criticalaccounting policies from our disclosure in our Annual Report on Form 10-K forthe fiscal year ended January 2, 2022, filed with the SEC on March 22, 2022.Results of OperationsThe following table sets forth the percentage of revenue for certain items inour unaudited condensed consolidated statements of operations for the periodsindicated: Three Months EndedApril 3, 2022April 4, 2021Revenue100 %100 %Cost of revenue 40 % 49 %Gross profit60 % 51 %Operating expenses:Research and development33 % 84 %Selling, general and administrative 52 % 87 %Loss from operations (25 )%(120 )%Interest expense - % (2 )%Gain on forgiveness of debt- % 53 %Interest income and other income (expense), net (3 )% - %Loss before income taxes (28 )% (69 )%(Benefit from) provision for income taxes- %6 %Net loss (28 )% (75 )%Three Months Ended April 3, 2022 Compared to Three Months Ended April 4, 2021
Revenue
The table below sets forth the changes in revenue for the three months endedApril 3, 2022, as compared to the three months ended April 4, 2021 (inthousands, except percentage data):
Three Months EndedApril 3, 2022April 4, 2021 Change % of Total % of Total Amount RevenuesAmount Revenues AmountPercentageNewproducts $3,45084 % $1,07548 %
$ 2,375221 %Matureproducts64616 %1,16552 %(519 )(45 )%Totalrevenue$4,096 100 % $2,240 100 % $ 1,856 83 %
--------------------------------------------------------------------------------Note: For all periods presented, New products include all products and relatedrevenues manufactured on 180 nanometer or smaller semiconductor processes, eFPGAIP license, professional services, QuickAI and SensiML AI software as a service(SaaS) revenues. Mature products include all products produced on semiconductorprocesses larger than 180 nanometer.Product revenue for the first quarter of 2022 compared to the first quarter of2021 increased by $1.9 million. New product revenue increased $2.4million primarily due to $1.6 millionincrease in professional engineeringservices revenue related to eFPGA IP and a $0.8 million increasein smart connectivity and display product revenue. Mature product revenuedecreased 45% compared to the first quarter of 2021. The decrease in matureproduct revenue was primarilydue toa reduction in QPCID, other products, androyalty revenue, partially offset by a increases in PASIC 3 and QuickRAM. 17
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Table of ContentsGross Profit
The table below sets forth the changes in gross profit for the three monthsended April 3, 2022 as compared to the three months ended April 4, 2021 (inthousands, except percentage data):
Three Months Ended April 3, 2022April 4, 2021 Change% of Total % of TotalAmount RevenuesAmount Revenues AmountPercentageRevenue $4,096 100 % $2,240 100 % $ 1,856 83 %Cost of revenue1,63540 %1,09649 % 539 49 %Gross profit$2,46160 % $1,14451 % $ 1,317115 %In the first quarter of 2022, gross profit increased $1.3 million or 115% ascompared to the same quarter in the prior year. This was primarily due to anincrease in revenue of 83%, which was comprised of $2.4 million in new productrevenue, of which $1.6 million was related to higher margin eFPGAIP professional engineering services, and $0.8 million related to smartconnectivity and display product revenue. The increase in gross profit from newproduct revenue was partially offset by a $0.5 million decrease in matureproduct revenue.Our semiconductor products have historically had long product life cycles andobsolescence has not been a significant factor in the valuation of inventories.However, as we continue to pursue opportunities in the mobile market and developnew solutions and products, our product life cycle will be shorter and the riskof obsolescence will increase. In general, our standard manufacturing lead timesare longer than the binding forecasts we receive from customers.Operating Expenses
The table below sets forth the changes in operating expenses for the threemonths ended April 3, 2022, as compared to the three months ended April 4, 2021(in thousands, except percentage data):
Three Months EndedApril 3, 2022 April 4, 2021 Change % of Total% of Total Amount Revenues Amount RevenuesAmountPercentageR&D expense$1,333 33 % $1,88784 % $ (554 )(29 )%SG&A expense2,137 52 %1,94787 %190 10 %Total operating expenses $3,470 85 % $3,834 171 % $ (364 ) (9 )%Research and DevelopmentOur R&D expenses consist primarily of personnel, overhead and other costsassociated with System on Chip (SoC) and software development, programmablelogic design, AI and eFPGA development. The $0.6 million decrease in R&Dexpenses in the first quarter of 2022, as compared to the first quarter of 2021,was primarily attributable to a decrease in allocable expense, consulting costs,and stock-based compensation, partially offset by increases in salary andrelated expenses.
Selling, General and Administrative
Our selling, general and administrative (SG&A) expenses consist primarily ofpersonnel and related overhead costs for sales, marketing, finance,administration, human resources and general management. The $0.2 millionincrease in SG&A expenses in the first quarter of 2022, as compared to the firstquarter of 2021 was primarily due to an increase in stock-based compensation,accounting costs, and other outside service expenses, partially offset by areduction in consulting costs. 18
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Interest Expense and Interest Income and Other Income (Expense), Net
The table below sets forth the changes in interest expense and interest incomeand other income (expense), net, for the three months ended April 3, 2022 ascompared to the three months ended April 4, 2021 (in thousands, exceptpercentage data): Three Months Ended ChangeApril 3, April 4,2022 2021 Amount PercentageInterest 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 )%Interest expense relates primarily to our revolving line of credit facility.Interest income and other income (expense), net, relates to the interest earnedon our money market accounts and foreign exchange gain or lossesrecorded. Changes in interest expense related for our revolving loan relate tothe variability and timing of our outstanding loan balance. Interest expense forthe first quarter of this year as compared to the same period in the prior yearremained fairly flat. The gain on forgiveness of debt relates to the gainrelated to the forgiveness of the PPP loan of $1.2 million for the three monthsended April 4, 2021. For the three months ended April 3, 2022 interest incomeand other income (expense), net, was an expense of approximately $0.1 million ascompared to $7 thousand for the three months ended April 4, 2021 and, reflectingan increase in net foreign exchange losses and other expenses.
(Benefit from) provision for Income Taxes
The table below sets forth the changes in the provisions for income tax for thethree months ended April 3, 2022 as compared to the three months ended April 4,2021 (in thousands, except percentage data): Three Months EndedChange April 3,April 4, 20222021Amount Percentage(Benefit from) provision for income taxes $(1 ) $152 $ (153 )(101 )%
The income tax benefit for the first quarter ended April 3, 2022 relatesprimarily to tax benefits from foreign income tax returns related to theCompany's foreign subsidiaries, which are cost-plus entities, partially offsetby state minimum income taxes. The majority of income tax expense for thequarter ended April 4, 2021 relates to taxes from our foreign subsidiaries.
We are subject to U.S. federal income tax as well as income taxes in many U.S.states and foreign jurisdictions in which we operate. The U.S. tax yearsfrom 1999 forward remain effectively open to examination due to the carryover ofunused net operating losses and tax credits. 19
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Liquidity and Capital Resources
We have financed our operations and capital investments through sales of commonstock, finance and operating leases, a revolving line of credit and cash flowsused in operations. In addition to the Company's cash, cash equivalents andrestricted cash of $20.1 million as of April 3, 2022, other sources of liquidityincluded a $15.0 million drawn down from our revolving line of credit("Revolving Facility") with Heritage Bank of Commerce ("Heritage Bank"), and$1.5 million in net proceeds from the Company's sale of common stock in February2022.On February 9, 2022, the Company entered into common stock purchase agreementswith certain investors for the sale of an aggregate of 310,000 shares of commonstock, par value $0.001 in a registered direct offering. These share placementsresulted in net cash proceeds of approximately $1.5 million. Issuance costsrelated to this offering were negligible. The purchase price for each share ofcommon stock in this placement was $4.78. The Company currently intends to usethe net proceeds from the financing for working capital, the development of nextgeneration eFPGA-based products, including AI and open-source hardware orsoftware, and general corporate purposesWe were in compliance with all the Heritage Bank Revolving Facility loancovenants as of April 3, 2022. As of April 3, 2022, we had $15.0 million ofoutstanding Revolving Facility with an interest rate of 4.00%.
We currently use our cash to fund our working capital to accelerate thedevelopment of next generation products and for general corporate purposes.Based on past performance and current expectations, we believe that its existingcash and cash equivalents, together with available financial resources from theRevolving Facility with Heritage Bank, will be sufficient to fund its operationsand capital expenditures and provide adequate working capital for the nexttwelve months.Various factors affect the Company's liquidity, including, among others: thelevel of revenue and gross profit as a result of the cyclicality of thesemiconductor industry; the conversion of design opportunities into revenue;market acceptance of existing and new products including solutions based on itseFPGA IP, ArcticLink® and PolarPro® platforms, eFPGA, EOS S3 SoC, Quick AIsolution, and SensiML software; fluctuations in revenue as a result of productend-of-life; fluctuations in revenue as a result of the stage in the productlife cycle of its customers' products; costs of securing access to andavailability of adequate manufacturing capacity; levels of inventories; waferpurchase commitments; customer credit terms; the amount and timing of researchand development expenditures; the timing of new product introductions;production volumes; product quality; sales and marketing efforts; the value andliquidity of its investment portfolio; changes in operating assets andliabilities; the ability to obtain or renew debt financing and to remain incompliance with the terms of existing credit facilities; the ability to raisefunds from the sale of equity in the Company; the issuance and exercise of stockoptions and participation in the Company's employee stock purchase plan; andother factors related to the uncertainties of the industry and global economics.Over the longer term, the Company anticipates that sales generated from its newproduct offerings, existing cash and cash equivalents, together with financialresources from its Revolving Facility with Heritage Bank, assuming renewal ofthe Revolving Facility or the Company entering into a new debt agreement with analternative lender prior to the expiration of the revolving line of creditin December 2023, and its ability to raise additional capital in the publiccapital markets will be sufficient to satisfy its operations and capitalexpenditures. However, the Company cannot provide any assurance that it will beable to raise additional capital, if required, or that such capital will beavailable on terms acceptable to the Company. The inability of the Company togenerate sufficient sales from its new product offerings and/or raise additionalcapital if needed could have a material adverse effect on the Company'soperations and financial condition, including its ability to maintain compliancewith its lender's financial covenants.As of April 3, 2022, most of our cash, cash equivalents and restricted cash wereinvested in a money market account at Heritage Bank. As of April 3, 2022, ourinterest-bearing debt consisted of $0.6 million outstanding under financeleases and $15.0 million outstanding under our Revolving Facility. See Note 5,Debt Obligations, to the unaudited condensed consolidated financialstatements for more details.Cash balances held at our foreign subsidiaries was approximately $0.4 million asof April 3, 2022 and January 2, 2022. Earnings from our foreign subsidiaries arecurrently deemed to be indefinitely reinvested. We do not expect suchreinvestment to affect our liquidity and capital resources, and we continuallyevaluate our liquidity needs and ability to meet global cash requirements as apart of our overall capital deployment strategy. Factors that affect our globalcapital deployment strategy include anticipated cash flows, the ability torepatriate cash in a tax-efficient manner, funding requirements for operationsand investment activities, acquisitions and divestitures and capital marketconditions. 20
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In summary, our cash flows were as follows (in thousands):
Three Months EndedApril 3, April
4,
2022 2021Net cash used in operating activities $(700 )$(1,003 )Net cash used in investing activities(149 )
(283 )Net cash provided by (used in) financing activities 1,384 (527 )
Net cash used in operating activities
For the three months ended April 3, 2022, net cash used in operating activitieswas $0.7 million, which was primarily comprised of the net loss of $1.2 million,adjusted for net non-cash charges of $0.5 million comprised of $0.4 million ofstock-based compensation, $0.2 million of depreciation and amortizationexpenses, partially offset by non-cash inventory reclassifications of $26thousand and outflows from changes in operating assets and liabilities. Theoutflows from changes in operating assets and liabilities were approximately$0.1 million due increases in accounts receivable related to higher revenue,partially offset by an increase in accrued liabilities and trade payables, and adecrease in deferred revenue.For the three months ended April 4, 2021, net cash used in operating activitieswas $1.0 million, which was primarily due to the net loss of $1.7 million,adjusted for non-cash charges of $0.6 million including the gain recognized fromthe forgiveness of the PPP loan of $1.2 million. Other non-cash chargesconsisted primarily of $0.4 million of stock-based compensation and depreciationand amortization expenses of $0.2 million. Cash inflows from changes inoperating assets and liabilities were $1.3 million, primarily due to a decreasein trade receivables from our collection efforts and an increase in accruedliabilities subject to the variability of the timing of payments, partiallyoffset by an increase in other assets.
Net cash used in investing activities
Cash used in investing activities was $0.1 million and 0.3 million for the threemonths ended April 3, 2022 and April 4, 2021, respectively. Cash used ininvesting activities was primarily attributable to the capitalized internal-usesoftware and capital expenditure relating to computer equipment.
Net cash provided by (used in) financing activities
For the three months ended April 3, 2022, cash provided by financing activitieswas $1.4 million, which was primarily derived from the proceeds from the sale ofcommon stock, offset by payments of finance lease obligations.
For the three months ended April 4, 2021 cash used in financing activitieswas $0.5 million, which was primarily attributable to taxes paid relating tostock-based compensation equity awards.
Off-Balance Sheet Arrangements
We do not maintain any off-balance sheet partnerships, arrangements or otherrelationships with unconsolidated entities or others, often referred to asstructured finance or special purpose entities, which are established for thepurpose of facilitating off-balance sheet arrangements or other contractuallynarrow or limited purposes. 21
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