UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 000-30269
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PIXELWORKS, INC. |
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(Exact name of registrant as specified in its charter) |
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OREGON |
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91-1761992 |
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(State or other jurisdiction of incorporation) |
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(I.R.S. Employer Identification No.) |
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8100 SW Nyberg Road |
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Tualatin, Oregon 97062 |
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(503) 454-1750 |
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(Address, including zip code, and telephone
number, including |
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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 last 90 days. Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o
Number of shares of Common Stock outstanding as of July 31, 2004: 46,216,605
PIXELWORKS, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 6. |
Exhibits and Reports on Form 8-K |
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SIGNATURES |
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
PIXELWORKS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
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June 30, |
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December
31, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
99,982 |
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$ |
75,165 |
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Short-term marketable securities |
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102,761 |
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5,656 |
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Accounts receivable, net |
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19,499 |
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8,468 |
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Inventories, net |
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15,942 |
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10,478 |
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Prepaid expenses and other current assets |
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4,604 |
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4,826 |
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Total current assets |
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242,788 |
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104,593 |
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Long-term marketable securities |
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65,804 |
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19,875 |
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Property and equipment, net |
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7,476 |
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6,561 |
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Other assets, net |
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8,650 |
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12,511 |
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Deferred tax assets, net |
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6,693 |
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3,694 |
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Debt issuance costs, net |
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4,709 |
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— |
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Acquired intangible assets, net |
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3,028 |
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3,535 |
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Goodwill |
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82,007 |
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82,548 |
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Total assets |
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$ |
421,155 |
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$ |
233,317 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
10,872 |
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$ |
4,330 |
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Accrued liabilities and current portion of long-term liabilities |
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13,193 |
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8,582 |
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Income taxes payable |
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3,042 |
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— |
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Total current liabilities |
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27,107 |
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12,912 |
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Long-term liabilities |
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827 |
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100 |
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Long-term debt |
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150,000 |
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— |
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Total liabilities |
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177,934 |
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13,012 |
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Shareholders’ equity: |
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Preferred stock |
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— |
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— |
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Common stock |
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305,825 |
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294,235 |
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Shares exchangeable into common stock |
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6,214 |
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7,888 |
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Deferred stock-based compensation |
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(236 |
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(449 |
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Accumulated other comprehensive income |
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475 |
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— |
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Accumulated deficit |
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(69,057 |
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(81,369 |
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Total shareholders’ equity |
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243,221 |
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220,305 |
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Total liabilities and shareholders’ equity |
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$ |
421,155 |
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$ |
233,317 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
PIXELWORKS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
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Three
Months Ended |
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Six Months
Ended |
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2004 |
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2003 |
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2004 |
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2003 |
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Revenue |
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$ |
48,509 |
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$ |
32,559 |
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$ |
93,779 |
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$ |
64,564 |
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Cost of revenue (1) |
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25,127 |
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17,880 |
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46,702 |
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35,172 |
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Gross profit |
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23,382 |
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14,679 |
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47,077 |
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29,392 |
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Operating expenses: |
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Research and development (2) |
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7,471 |
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6,854 |
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14,725 |
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13,601 |
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Selling, general and administrative (3) |
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6,888 |
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5,489 |
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13,120 |
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10,877 |
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Merger related expenses |
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— |
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1,398 |
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— |
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2,977 |
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Stock-based compensation and amortization of assembled workforce |
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213 |
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468 |
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498 |
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873 |
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Total operating expenses |
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14,572 |
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14,209 |
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28,343 |
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28,328 |
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Income from operations |
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8,810 |
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470 |
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18,734 |
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1,064 |
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Interest income |
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528 |
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305 |
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764 |
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690 |
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Interest expense |
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(294 |
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