8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)		February 2, 2005
QuickLogic Corporation
(Exact name of registrant as specified in its charter)
Delaware	000-22671				77-0188504
(State or other jurisdiction of incorporation)	(Commission File Number)				(IRS Employer Identification No.)
1277 Orleans Drive, Sunnyvale, CA				94089-1138
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code			(408) 990-4000
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02 Results of Operation and Financial Condition.

On February 2, 2005, QuickLogic Corporation issued a press release regarding QuickLogic’s financial results for the fiscal quarter and year ended December 31, 2004.  A copy of QuickLogic’s press release is attached hereto as Exhibit 99.1.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Section 9 – Financial Statements and Exhibits

Item 9.01(c) Exhibits.

The following exhibit is furnished as a part of this report:

99.1         Press release announcing financial results for the fiscal quarter and year ended December 31, 2004.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  February 2, 2005	QuickLogic Corporation
	/s/Carl M. Mills
	Carl M. Mills
	Vice President, Finance and Chief Financial Officer

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EX-99.1

Exhibit 99.1

Contacts: Carl M. Mills
QuickLogic Corporation
Chief Financial Officer
(408) 990-4000
cmills@quicklogic.com Ann McMichael
QuickLogic Corporation
IR Manager
(416) 497-8884
amcmichael@quicklogic.com

For Immediate Release

QUICKLOGIC ANNOUNCES 2004 RESULTS

— REVENUE INCREASES 6%

SUNNYVALE, Calif.—February 2, 2005 —QuickLogic Corporation (Nasdaq: QUIK), the inventor and pioneer of Embedded Standard Products (ESPs), today announced its financial results for the fourth quarter and year ended December 31, 2004.

Revenue for 2004 was $44.6 million, up 6% from revenue of $42.0 million in 2003. ESP and Advanced ESP products contributed 41% of revenue in 2004.  Under generally accepted accounting principles (GAAP), the 2004 net loss was $8.8 million, or $0.35 per share, compared to a net loss of $4.7 million, or $0.20 per share, in 2003.

Revenue for the fourth quarter of 2004 was $11.1 million, up 3% from revenue of $10.8 million in the fourth quarter of 2003, and down 7% sequentially as compared to the third quarter of 2004. Our revenue for the fourth quarter of 2004 was in line with the guidance provided during the Company's last earnings call. ESP and Advanced ESP products contributed 36% of revenue for the fourth quarter of 2004. On a GAAP basis, the net loss for the fourth quarter of 2004 was $6.0 million, or $0.23 per share, as compared to a net loss of $2.4 million, or $0.10 per share, in the fourth quarter of 2003, and as compared to a net loss of $899,000, or $0.03 per share, in the third quarter of 2004.

The pro forma net loss for 2004 was $3.9 million or $0.15 per share, as compared to a net loss of  $4.7 million or $0.19 per share in 2003.

The pro forma net loss for the fourth quarter of 2004 was $1.3 million, or $0.05 per share, as compared to a net loss of $1.9 million, or $0.08 per share, in the fourth quarter of 2003, and as compared to a net loss of $734,000, or $0.03 per share, in the third quarter of 2004.

QuickLogic reports net loss and net loss per share in accordance with GAAP and additionally on a non-GAAP, or pro forma, basis. Pro forma results, where applicable, exclude the effect of gains on sale of the Company's investment in Tower Semiconductor Ltd., write-downs of the Company's investment in Tower Semiconductor Ltd., write-off of long-lived assets and long-lived asset impairments.

“Our annual 2004 revenue increased 6% over 2003, and our fourth quarter was up 3% compared to the same quarter last year,” said Tom Hart, Chairman, President and CEO. “Our fourth quarter new orders were the highest in our history. In addition, our QuickPCI II and Eclipse II FPGAs – the lowest power FPGAs in the industry – continued to gain design traction during the fourth quarter. We believe that this design activity will begin generating significant revenue early this year.”

Conference Call

The Company's conference call is being webcast by CCBN and can be accessed via QuickLogic’s website at www.quicklogic.com. For access to the conference call, please call 1-800-884-5695 or 1-617-786-2960 (international) by 2:20 p.m. Pacific Time on February 2, 2005. You will need to reference the pass code: 82967460.  A recording of the call will be available starting one hour after completion of the call. To access the recording, please call 1-888-286-8010 or 1-617-801-6888 (international). You will need to reference the pass code: 48129612. Both the webcast and the call recording will be archived until February 18th, 2005.

About QuickLogic

QuickLogic Corporation (Nasdaq: QUIK) invented and has pioneered the Embedded Standard Product (ESP) architecture, with the introduction of our first products in 1998.  ESPs are semiconductor devices that deliver the guaranteed performance, lower cost and lower risk of standard products, coupled with the flexibility and time-to-market benefits of programmable logic. QuickLogic’s proprietary ViaLink metal-to-metal interconnect technology offers significant benefits – including very low power at high performance levels – to our customers and is the foundation of our ESP product families, as well as our core FPGA products. Founded in 1988, the Company is

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located at 1277 Orleans Drive, Sunnyvale, CA 94089-1138. For more information, please visit the QuickLogic web site at www.quicklogic.com.

Non-GAAP Financial Measures

QuickLogic reports financial information in accordance with generally accepted accounting principles (GAAP), but believes that non-GAAP, or pro forma, financial measures are helpful in evaluating its operating results and comparing its performance to comparable companies. Accordingly, the Company also uses calculations of (i) non-GAAP net loss, which represents net loss excluding the effect of the gain on sale of investment in Tower Semiconductor Ltd., the write-down of investment in Tower Semiconductor Ltd., long-lived asset impairment and the write-off of long-lived assets; and (ii) non-GAAP net loss per share, which represents basic and diluted net loss per share excluding the effect of the gain on sale of investment in Tower Semiconductor Ltd., the write-down of investment in Tower Semiconductor Ltd., long-lived asset impairment and the write-off of long-lived assets. The Company provides this non-GAAP information to enable investors to evaluate its operating results in a manner similar to how the Company analyzes its operating results and to provide consistency and comparability with similar companies in the Company’s industry. Investors should note, however, that the non-GAAP financial measures used by the Company may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as that of other companies. The Company does not itself, nor does it suggest that investors should, consider such non-GAAP financial measures alone or as a substitute for financial information prepared in accordance with GAAP. A reconciliation of GAAP net income to non-GAAP net income is included in the financial statements portion of this release. Investors are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures.

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Safe Harbor Statement Under The Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements made by our CEO relating to our new products, the market acceptance of our products and the level of customer orders. Actual results could differ materially from any such forward-looking statements.  Factors that could cause actual results to differ materially include our ability to introduce and produce new products based on advanced wafer technology on a timely basis; delays in the acceptance of the Company’s ESPs or new products; our ability to convert new design opportunities into customer activity; the risk that new orders may not result in revenue either in the first part of 2005 or thereafter; the level of customer design activity; our ability to adequately market the low power, competitive pricing and short time-to market our new product families; intense competition, including the introduction of new products by competitors; our ability to hire and retain qualified personnel; unforeseen changes in product demand or supply; and general economic conditions.  These factors and others are described in more detail in the Company’s public reports filed with the Securities and Exchange Commission, including the risks discussed in the “Risk Factors” section in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in the Company’s prior press releases.

ViaLink, pASIC, QuickPCI, QuickRAM, QuickWorks, DeskFAB, and the QuickLogic name and logo are registered trademarks and Eclipse, QuickMIPS, QuickTools, QuickSD, QuickFC, WebASIC, and WebESP are trademarks of QuickLogic Corporation. All other brands or trademarks are the property of their respective holders and should be treated as such.

Note to Editors: Financial Tables Follow

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QUICKLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended									Years Ended
	December 31, 2004			December 31, 2003			September 30, 2004			December 31, 2004			December 31, 2003
Revenue	$	11,079		$	10,794		$	11,944		$	44,612		$	41,969
Cost of revenue	5,799			6,028			6,059			20,878			21,021
Gross profit	5,280			4,766			5,885			23,734			20,948
Operating expenses:
Research and development	2,539			3,040			3,046			11,885			10,500
Selling, general and administrative	4,073			4,021			3,729			15,905			15,769
Long-lived asset impairment	3,201			—			—			3,201			—
Total operating expenses	9,813			7,061			6,775			30,991			26,269
Loss from operations	(4,533		)	(2,295		)	(890		)	(7,257		)	(5,321		)
Write-down of investment in Tower Semiconductor Ltd.	(1,532		)	—			—			(1,532		)	—
Gain on sale of investment in Tower Semiconductor Ltd.	—			—			—			—			719
Interest expense	(56		)	(29		)	(69		)	(255		)	(178		)
Interest income and other, net	85			(28		)	60			212			61
Net loss	$	(6,036	)	$	(2,352	)	$	(899	)	$	(8,832	)	$	(4,719	)
Net loss per share:
Basic and diluted	$	(0.23	)	$	(0.10	)	$	(0.03	)	$	(0.35	)	$	(0.20	)
Shares used in per share calculation:
Basic and diluted	26,086			24,601			25,786			25,493			24,110

QUICKLOGIC CORPORATION

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended									Years Ended
	December 31, 2004			December 31, 2003			September 30, 2004			December 31, 2004			December 31, 2003
Revenue	$	11,079		$	10,794		$	11,944		$	44,612		$	41,969
Cost of revenue	5,799			6,001			6,036			20,855			20,741
Gross profit	5,280			4,793			5,908			23,757			21,228
Operating expenses:
Research and development	2,539			2,626			2,939			11,778			10,032
Selling, general and administrative	4,073			4,016			3,694			15,870			15,764
Total operating expenses	6,612			6,642			6,633			27,648			25,796
Loss from operations	(1,332		)	(1,849		)	(725		)	(3,891		)	(4,568		)
Interest expense	(56		)	(29		)	(69		)	(255		)	(178		)
Interest income and other, net	85			(28		)	60			212			61
Net loss	$	(1,303	)	$	(1,906	)	$	(734	)	$	(3,934	)	$	(4,685	)
Net loss per share:
Basic and diluted	$	(0.05	)	$	(0.08	)	$	(0.03	)	$	(0.15	)	$	(0.19	)
Shares used in per share calculation:
Basic and diluted	26,086			24,601			25,786			25,493			24,110

QUICKLOGIC CORPORATION

GAAP AND PRO FORMA NET LOSS RECONCILIATION

(In thousands)

(Unaudited)

	Three Months Ended									Years Ended
	December 31, 2004			December 31, 2003			September 30, 2004			December 31, 2004			December 31, 2003
GAAP net loss	$	(6,036	)	$	(2,352	)	$	(899	)	$	(8,832	)	$	(4,719	)
Charges excluded from pro forma net loss:
Long-lived asset impairment	3,201			—			—			3,201			—
Write-off of long-lived assets	—			446			165			165			753
Write-down of investment in Tower Semiconductor Ltd.	1,532			—			—			1,532			—
Gain on sale of investment in Tower Semiconductor Ltd.	—			—			—			—			(719		)
Pro forma net loss	$	(1,303	)	$	(1,906	)	$	(734	)	$	(3,934	)	$	(4,685	)

QUICKLOGIC CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	December 31, 2004			December 31, 2003 (1)
ASSETS
Current assets:
Cash and cash equivalents	$	24,914		$	26,443
Short-term investment in Tower Semiconductor Ltd.	2,022			—
Accounts receivable, net	4,786			3,924
Inventory	6,741			5,255
Other current assets	1,506			1,727
Total current assets	39,969			37,349
Property and equipment, net	5,403			9,070
Investment in Tower Semiconductor Ltd.	1,017			5,697
Other assets	4,552			6,247
TOTAL ASSETS	$	50,941		$	58,363
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Revolving line of credit	$	2,000		$	2,900
Trade payables	4,119			3,555
Accrued liabilities	2,511			1,981
Deferred income on shipments to distributors	1,667			1,305
Current portion of debt and capital lease obligations	2,286			2,031
Total current liabilities	12,583			11,772
Long-term liabilities:
Debt and capital lease obligations, less current portion	1,036			1,781
Deferred royalty revenue	1,156			942
Total liabilities	14,775			14,495
Stockholders’ equity:
Common stock, at par	26			25
Additional paid-in capital	155,837			153,582
Accumulated other comprehensive income	—			1,126
Accumulated deficit	(119,697		)	(110,865		)
Total stockholders’ equity	36,166			43,868
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	50,941		$	58,363

(1)Derived from the December 31, 2003 audited balance sheet included in the 2003 Annual Report on Form 10-K of QuickLogic Corporation.

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QUICKLOGIC CORPORATION

SUPPLEMENTAL DATA

(Unaudited)

	Percentage of Revenue								Change in Revenue
	Q4 2004		Q3 2004		Fiscal		Fiscal		Q3 2004 to Q4 2004		2003 to 2004
					2004		2003
COMPOSITION OF REVENUE
Revenue by product (1):
Mature products	64	%	62	%	59	%	49	%	(3	)%	28	%
Embedded standard products	25	%	30	%	29	%	41	%	(21	)%	(25	)%
Advanced embedded standard products	11	%	8	%	12	%	10	%	12	%	31	%
Revenue by geography:
North America	46	%	46	%	50	%	49	%	(7	)%	8	%
Europe	23	%	30	%	23	%	17	%	(29	)%	50	%
Japan	20	%	15	%	18	%	14	%	18	%	34	%
Rest of world	11	%	9	%	9	%	20	%	26	%	(53	)%
Revenue by end-customer segment:
Instrumentation and test	52	%	41	%	47	%	33	%	16	%	49	%
Datacom and telecom	19	%	21	%	21	%	21	%	(15	)%	11	%
Military and aerospace systems	11	%	16	%	12	%	13	%	(33	)%	2	%
Graphics and imaging	7	%	16	%	11	%	7	%	(58	)%	61	%
Computing	11	%	6	%	9	%	26	%	59	%	(65	)%

(1)Mature products include pASIC1, pASIC2 and pASIC3 product families.  Embedded standard products include the QuickRAM, QuickPCI, QuickDSP, QuickFC, and V3 product families. Advanced embedded standard products include our Eclipse, Eclipse II and QuickMIPS product families, certain QuickPCI devices as well as programming hardware and software.

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