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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):  January 21, 2003


PIXELWORKS, INC.
(Exact name of registrant as specified in its charter)

OREGON   000-30269   91-1761992
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

8100 SW Nyberg Road
Tualatin, Oregon 97062
(503) 454-1750
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)





Item 5.    OTHER EVENTS

        On January 21, 2003, Pixelworks, Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2002, and the restatement of its financial results for the quarter and nine months ended September 30, 2002 to reflect a change in accounting for the acquisition of Jaldi Semiconductor Corp. The press release is attached hereto as Exhibit 99.1 and is incorporated in its entirety herein by reference.


Item 7.    FINANCIAL STATEMENTS AND EXHIBITS

        (c)    Exhibits

99.1   Press Release issued by Pixelworks on January 21, 2003.

2



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 thereunto duly authorized.

    PIXELWORKS, INC.

 

 

 
Date: January 21, 2003   /s/  JEFFREY B. BOUCHARD      
Jeffrey B. Bouchard
Vice President, Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)

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Exhibit 99.1

         LOGO

Financial News Release
For Immediate Release

Contact Information:

 

Investor Inquiries

Jeff Bouchard
Pixelworks, Inc.
Tel: (503) 454-1750 ext. 604
E-mail: jeffb@pixelworks.com
Web site: www.pixelworks.com

 

Media Inquiries
Chris Bright
Pixelworks, Inc.
Tel: (503) 454-1750 ext. 594
E-mail: cbright@pixelworks.com

Conference Call at 2 p.m. PST, January 21, 2003—Pixelworks will host a conference call at 2 p.m. PST, January 21, 2003, which can be accessed at (913) 981-5592 and using pass code 653368. The conference call will also be available through a Web broadcast that can be accessed at http://www.firstcallevents.com/service/ajwz372486041gf12.html or by visiting the Investor Relations section at www.pixelworks.com. A replay of the conference call will be available until 5 p.m. PST, January 24, 2003, and can be accessed by calling (719) 457-0820 using pass code 653368. A replay of the Web broadcast will be available through February 4, 2003.

Pixelworks Reports Fourth Quarter and
2002 Financial Results

*    Pro forma net income (loss), which differs from net income (loss) in accordance with accounting principles generally accepted in the United States of America (GAAP), excludes non-cash charges for amortization of purchased developed technology, amortization of goodwill and assembled workforce, in-process research and development expense, and amortization of deferred stock compensation. A detailed reconciliation between pro forma and GAAP net income (loss) is included with the attached financial statements.

        Tualatin, Ore., January 21, 2003—Pixelworks, Inc. (NASDAQ:PXLW), a leading provider of system-on-a-chip ICs for the advanced display market, today announced financial results for the fourth quarter and year ended December 31, 2002. Additionally, the Company is restating the financial results for the third quarter ended September 30, 2002 to reflect a change in accounting for the acquisition of Jaldi Semiconductor (Jaldi) that was completed on September 6, 2002.

        Revenue for the fourth quarter of 2002 was $29.1 million, a 29 percent increase over revenue of $22.7 million in the fourth quarter of 2001 and an 8 percent increase over revenue of $26.9 million in the third quarter of 2002.



        Net income according to GAAP in the fourth quarter was $0.7 million, or $0.01 per diluted share, compared to a net loss of ($2.0) million, or ($0.05) per diluted share, in the fourth quarter of 2001 and a restated net loss of ($19.0) million, or ($0.44) per diluted share, in the third quarter of 2002.

        Pro forma net income for the fourth quarter of 2002 was $2.2 million, or $0.05 per diluted share compared to pro forma net income of $4.0 million, or $0.09 per diluted share in the fourth quarter of 2001 and pro forma net income of $2.0 million, or $0.04 per diluted share in the third quarter of 2002.

        As a result of revised guidance from the Company's auditors regarding the proper accounting treatment for the acquisition of Jaldi, the Company is restating its financial results for the third quarter of 2002 to reflect the reclassification of Jaldi at the time of acquisition to that of a "development stage company" rather than a "business" under the guidelines set forth in FASB 141. The Company and its auditors originally concluded, after carefully reviewing the facts, that Jaldi was a "business;" however, after further review of the same facts by the auditors at year-end, they revised their original guidance that Jaldi was a "business" and concluded that at the time of acquisition Jaldi should have been considered a "development stage company." The acquisition of a development stage company is properly accounted for as an acquisition of assets, and as such, no goodwill is recognized in the transaction and the excess of the purchase price over the fair value of the assets acquired and liabilities assumed is allocated to the workforce in place and to in-process research and development. Relative to previously reported third quarter financial results, the changes to the balance sheet are a decrease of $16.7 million in goodwill (an intangible asset), increase of $2.9 million in assembled workforce (an intangible asset), and decrease of $13.8 million in shareholder's equity. The change to the income statement is an increase of $13.8 million in non-cash, in-process research and development expense that results in a $13.8 million increase in the GAAP net loss in the quarter. The GAAP net loss increased from ($5.1) million, or ($0.12) per diluted share to ($19.0) million, or ($0.44) per diluted share. Because the revised accounting treatment relates to non-cash intangible assets, there is no change to the Company's reported third quarter pro forma net income of $2.0 million, or $0.04 per diluted share. The restated third quarter 2002 financial results, including a comparison to previously reported third quarter 2002 financial results, are included with the attached financial statements.

        Revenue for the year of $102.6 million increased 13 percent over revenue of $90.8 million in 2001. The GAAP net loss for the year of ($20.9) million, or ($0.48) per diluted share improved from a net loss of ($42.6) million, or ($1.05) per diluted share in 2001. Pro forma net income of $7.2 million, or $0.16 per diluted share compared to pro forma net income of $14.3 million, or $0.33 per diluted share in 2001.

        The Company's balance sheet remains strong, with $101.6 million in cash and marketable securities as of December 31, 2002, including $14.5 million of marketable securities classified as non-current investments to reflect maturity dates beyond 12 months from the balance sheet date. Working capital at December 31, 2002 totaled $95.8 million and the Company has no long-term debt.

        "2002 was another very good year for Pixelworks," said Allen Alley, President, CEO, and Chairman of Pixelworks. "We shipped a record five million chips that resulted in record revenue for the year, improved gross profit margins, and delivered 16 cents of pro forma earnings per share during an incredibly difficult year for technology companies in general," added Alley. "We achieved this while acquiring and integrating two early stage companies, nDSP and Jaldi, and believe both of these acquisitions have significantly strengthened our competitive position in the rapidly growing advanced television market," concluded Alley.

Business Outlook

        The following statements are based on current expectations. These statements are forward-looking, subject to risks and uncertainties, and actual results may differ materially. These statements do not include the potential impact of any investments outside the ordinary course of business, or mergers or acquisitions

2



that may be completed after December 31, 2002. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The inclusion of any statement in this release does not constitute a suggestion by the company or any other person that the events or circumstances described in such statements are material. The company does not undertake to publicly update or revise these forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied in this release will not be realized.

Due to very uncertain and unpredictable economic conditions, it is particularly difficult to predict product demand and other related matters.

About Pixelworks, Inc.

        Pixelworks, headquartered in Tualatin, Oregon, is a leading provider of system-on-a-chip ICs for the advanced display market. Pixelworks' solutions process and optimize video, computer graphics and Web information for display on a wide variety of devices used in business and consumer markets, including flat-panel monitors, digital televisions and multimedia projectors. Our broad IC product line

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is used by the world's leading manufacturers of consumer electronics and computer display products to enhance image quality and ease of use. For more information, please visit the company's Web site at www.pixelworks.com.

#####

        Pixelworks is a trademark of Pixelworks, Inc. All other trademarks and registration marks are the property of their respective corporations.

Safe Harbor Statement

        The statements by Allen Alley and the statements in the business outlook above are forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Such statements are based on current expectations, estimates and projections about the company's business. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Actual results could vary materially from the description contained herein due to many factors including those described above and the following: business and economic conditions, changes in growth in the flat panel monitor, multimedia projector, and advanced television industries, changes in customer ordering patterns, competitive factors, such as rival chip architectures, pricing pressures, insufficient, excess or obsolete inventory and variations in inventory valuation, continued success in technological advances, shortages of manufacturing capacity from our third-party foundries, litigation involving antitrust and intellectual property, the non-acceptance of the combined technologies by leading manufacturers, and other risk factors listed from time to time in the company's Securities and Exchange Commission filings. In addition, such statements are subject to the risks inherent in investments in and acquisitions of technologies and businesses, including the timing and successful completion of technology and product development through volume production, integration issues, unanticipated costs and expenditures, changing relationships with customers, suppliers and strategic partners, potential contractual, intellectual property or employment issues, accounting treatment and charges, and the risks that the investment or acquisition cannot be completed successfully or that anticipated benefits are not realized. The forward-looking statements contained in this press release speak only as of the date on which they are made, and the company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this news release. If the company does update one or more forward-looking statements, investors and others should not conclude that the company will make additional updates with respect thereto or with respect to other forward-looking statements.

4




PIXELWORKS, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In thousands, except per share data)

 
  Three Months Ended
December 31,

  Year Ended
December 31,

 
 
  2002
  2001
  2002
  2001
 
 
  (unaudited)

  (unaudited)

   
   
 
Revenue   $ 29,129   $ 22,659   $ 102,641   $ 90,808  
Cost of revenue (1)     15,268     9,832     51,715     46,499  
   
 
 
 
 
      Gross profit     13,861     12,827     50,926     44,309  
Operating expenses:                          
  Research and development     6,540     5,183     23,730     18,096  
  Selling, general and administrative     5,606     4,540     21,865     16,373  
  Amortization of goodwill & assembled workforce     242     4,359     242     15,982  
  In-process R&D expense             24,342     32,400  
  Amortization of deferred stock compensation     1,115     1,588     2,993     8,461  
   
 
 
 
 
    Total operating expenses     13,503     15,670     73,172     91,312  
   
 
 
 
 
    Income (loss) from operations     358     (2,843 )   (22,246 )   (47,003 )
   
 
 
 
 

Interest income

 

 

498

 

 

857

 

 

2,349

 

 

4,444

 
Interest expense     (4 )       (74 )    
    Interest income and other expense, net     494     857     2,275     4,444  
   
 
 
 
 
    Income (loss) before income taxes     852     (1,986 )   (19,971 )   (42,559 )
   
 
 
 
 

Income tax provision

 

 

173

 

 


 

 

880

 

 


 
   
 
 
 
 
    Net income (loss)   $ 679   $ (1,986 ) $ (20,851 ) $ (42,559 )
   
 
 
 
 
   
Basic net income (loss) per share

 

$

0.02

 

$

(0.05

)

$

(0.48

)

$

(1.05

)
   
 
 
 
 
   
Diluted net income (loss) per share

 

$

0.01

 

$

(0.05

)

$

(0.48

)

$

(1.05

)
   
 
 
 
 

Weighted average shares-basic

 

 

44,847,272

 

 

41,279,292

 

 

43,397,296

 

 

40,661,642

 
   
 
 
 
 

Weighted average shares-diluted

 

 

46,158,026

 

 

41,279,292

 

 

43,397,296

 

 

40,661,642

 
   
 
 
 
 
   
Proforma net income (2)

 

$

2,168

 

$

3,961

 

$

7,210

 

$

14,284

 
   
 
 
 
 
   
Basic proforma net income per share

 

$

0.05

 

$

0.10

 

$

0.17

 

$

0.35

 
   
 
 
 
 
   
Diluted proforma net income per share

 

$

0.05

 

$

0.09

 

$

0.16

 

$

0.33

 
   
 
 
 
 

Weighted average shares-basic

 

 

44,847,272

 

 

41,279,292

 

 

43,397,296

 

 

40,661,642

 
   
 
 
 
 

Weighted average shares-diluted

 

 

46,158,026

 

 

43,421,736

 

 

44,823,303

 

 

43,209,771

 
   
 
 
 
 
(1)
Includes amortization of purchased developed technology of $132 and $484 for the three and twelve months ended December 31, 2002, respectively.

(2)
Proforma net income excludes amortization of purchased developed technology, amortization of goodwill & assembled workforce, in-process R&D expense, and amortization of deferred stock compensation.

5



RECONCILIATION OF GAAP NET INCOME (LOSS) TO PRO FORMA NET INCOME — unaudited

 
  Three Months Ended
December 31,

  Year Ended
December 31,

 
 
  2002
  2001
  2002
  2001
 
GAAP net income (loss)   $ 679   $ (1,986 ) $ (20,851 ) $ (42,559 )

Non-cash expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 
Amortization of developed technology (1)     132         484      
Amortization of goodwill & assembled workforce (2)     242     4,359     242     15,982  
In-process R&D expense (3)             24,342     32,400  
Amortization of deferred stock compensation (4)     1,115     1,588     2,993     8,461  
   
 
 
 
 
Pro forma net income   $ 2,168   $ 3,961   $ 7,210   $ 14,284  
   
 
 
 
 
(1)
Non-cash expenses for amortization of value assigned to an acquired company's developed and other core technology at time of acquisition

(2)
Non-cash expenses for amortization of intangible assets recorded in connection with an acquisition.

(3)
A one-time, non-cash expense for the value assigned to acquired companies existing research and development projects.

(4)
Non-cash expenses associated with certain stock options issued to employees prior to the company's Initial Public Offering and to employees of acquired companies.

6



PIXELWORKS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

 
  December 31,
2002

  December 31,
2001

ASSETS            
CURRENT ASSETS            
  Cash and cash equivalents   $ 62,152   $ 53,288
  Short-term marketable securities     24,915     40,517
  Accounts receivable, net     10,421     6,378
  Inventories, net     6,788     4,176
  Prepaid expenses and other current assets     3,896     3,667
   
 
    Total current assets     108,172     108,026
Long-term marketable securities     14,500     7,450
Property and equipment, net     9,073     5,463
Goodwill and assembled workforce, net     85,215     69,162
Other assets, net     10,252     12,738
   
 
Total assets   $ 227,212   $ 202,839
   
 
LIABILITIES AND SHAREHOLDERS' EQUITY            
CURRENT LIABILITIES            
  Accounts payable   $ 5,084   $ 2,391
  Accrued liabilities and current portion of long-term debt     7,312     6,815
   
 
    Total current liabilities     12,396     9,206
Shareholders' equity     214,816     193,633
   
 
Total liabilities and shareholders' equity   $ 227,212   $ 202,839
   
 

7



CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In thousands, except share and per share data)

(unaudited)

 
  Three Months Ended
September 30, 2002

  Nine Months Ended
September 30, 2002

 
 
  As Previously
Reported

  Change (3)
  As
Restated

  As Previously
Reported

  Change (3)
  As
Restated

 
Revenue   $ 26,862         $ 26,862   $ 73,512         $ 73,512  
Cost of revenue (1)     13,647           13,647     36,447           36,447  
   
 
 
 
 
 
 
    Gross profit     13,215           13,215     37,065           37,065  

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Research and development     6,463           6,463     17,190           17,190  
  Selling, general and administrative     5,232           5,232     16,259           16,259  
  In-process R&D expense     6,300     13,842     20,142     10,500     13,842     24,342  
  Amortization of deferred stock compensation     676           676     1,878           1,878  
   
 
 
 
 
 
 
    Total operating expenses     18,671     13,842     32,513     45,827     13,842     59,669  
   
 
 
 
 
 
 
    Loss from operations     (5,456 )   (13,842 )   (19,298 )   (8,762 )   (13,842 )   (22,604 )
   
 
 
 
 
 
 

Interest income

 

 

559

 

 

 

 

 

559

 

 

1,850

 

 

 

 

 

1,850

 
Interest expense     (17 )         (17 )   (70 )         (70 )
   
 
 
 
 
 
 
    Interest income and other expense, net     542           542     1,780           1,780  
   
 
 
 
 
 
 
    Loss before income taxes     (4,914 )   (13,842 )   (18,756 )   (6,982 )   (13,842 )   (20,824 )
   
 
 
 
 
 
 

Income tax provision

 

 

229

 

 

 

 

 

229

 

 

707

 

 

 

 

 

707

 
   
 
 
 
 
 
 
    Net loss   $ (5,143 ) $ (13,842 ) $ (18,985 ) $ (7,689 ) $ (13,842 ) $ (21,531 )
   
 
 
 
 
 
 
   
Basic net loss per share

 

$

(0.12

)

$

(0.32

)

$

(0.44

)

$

(0.18

)

$

(0.32

)

$

(0.50

)
   
 
 
 
 
 
 
   
Diluted net loss per share

 

$

(0.12

)

$

(0.32

)

$

(0.44

)

$

(0.18

)

$

(0.32

)

$

(0.50

)
   
 
 
 
 
 
 

Weighted average shares-basic

 

 

43,491,996

 

 

 

 

 

43,491,996

 

 

42,909,408

 

 

 

 

 

42,909,408

 
   
       
 
       
 

Weighted average shares-diluted

 

 

43,491,996

 

 

 

 

 

43,491,996

 

 

42,909,408

 

 

 

 

 

42,909,408

 
   
       
 
       
 
   
Proforma net income(2)

 

$

1,965

 

 

 

 

$

1,965

 

$

5,041

 

 

 

 

$

5,041

 
   
       
 
       
 
   
Basic proforma net income per share

 

$

0.05

 

 

 

 

$

0.05

 

$

0.12

 

 

 

 

$

0.12

 
   
       
 
       
 
   
Diluted proforma net income per share

 

$

0.04

 

 

 

 

$

0.04

 

$

0.11

 

 

 

 

$

0.11

 
   
       
 
       
 

Weighted average shares-basic

 

 

43,491,996

 

 

 

 

 

43,491,996

 

 

42,909,408

 

 

 

 

 

42,909,408

 
   
       
 
       
 

Weighted average shares-diluted

 

 

44,713,961

 

 

 

 

 

44,713,961

 

 

44,394,496

 

 

 

 

 

44,394,496

 
   
       
 
       
 
(1)
Includes amortization of purchased developed technology of $132 and $352 for the three and nine months ended September 30, 2002, respectively.

(2)
Proforma net income excludes amortization of purchased developed technology, amortization of goodwill & assembled workforce, in-process R&D expense, and amortization of deferred stock compensation.

(3)
Reflects acquisition of Jaldi as the acquisition of assets resulting in the excess of the purchase price being allocated on a pro-rata basis to assembled workforce and in-process research and development

8



RECONCILIATION OF GAAP NET LOSS TO PRO FORMA NET INCOME — unaudited

 
  Three Months Ended
September 30, 2002

  Nine Months Ended
September 30, 2002

 
 
  Previous
  Change
  Restated
  Previous
  Change
  Restated
 
GAAP net loss   $ (5,143 ) $ (13,842 ) $ (18,985 ) $ (7,689 ) $ (13,842 ) $ (21,531 )

Non-cash expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Amortization of developed technology (1)     132     132     352     352              
In-process R&D expense (2)     6,300     13,842     20,142     10,500     13,842     24,342  
Amortization of deferred stock compensation (3)     676           676     1,878           1,878  
   
 
 
 
 
 
 
Pro forma net income   $ 1,965   $   $ 1,965   $ 5,041   $   $ 5,041  
   
 
 
 
 
 
 
(1)
Non-cash expenses for amortization of value assigned to an acquired company's developed and other core technology at time of acquisition.

(2)
A one-time, non-cash expense for the value assigned to acquired companies existing research and development projects.

(3)
Non-cash expenses associated with certain stock options issued to employees prior to the company's Initial Public Offering and to employees of acquired companies.

9



PIXELWORKS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2002
(In thousands)
(unaudited)

 
  As Previously
Reported

  Change (1)
  As
Restated

ASSETS                  
CURRENT ASSETS                  
Cash and cash equivalents   $ 68,062         $ 68,062
Short-term marketable securities     23,042           23,042
Accounts receivable, net     9,947           9,947
Inventories, net     4,032           4,032
Prepaid expenses and other current assets     3,815           3,815
   
 
 
  Total current assets     108,898         108,898
Long-term marketable securities     9,482           9,482
Property and equipment, net     8,712           8,712
Goodwill and assembled workforce, net     100,284     (13,842 )   86,442
Other assets, net     9,092           9,092
   
 
 
Total assets   $ 236,468   $ (13,842 ) $ 222,626
   
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY                  
CURRENT LIABILITIES                  
Accounts payable   $ 4,237         $ 4,237
Accrued liabilities and current portion of long-term debt     6,732           6,732
   
 
 
  Total current liabilities     10,969         10,969
Shareholders' equity     225,499     (13,842 )   211,657
   
 
 
Total liabilities and shareholders' equity   $ 236,468   $ (13,842 ) $ 222,626
   
 
 
(1)
Reflects acquisition of Jaldi as the acquisition of assets resulting in the excess of the purchase price being allocated on a pro-rata basis to assembled workforce and in-process research and development

10




QuickLinks

PIXELWORKS, INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share data)
RECONCILIATION OF GAAP NET INCOME (LOSS) TO PRO FORMA NET INCOME — unaudited
PIXELWORKS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except share and per share data) (unaudited)
RECONCILIATION OF GAAP NET LOSS TO PRO FORMA NET INCOME — unaudited
PIXELWORKS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2002 (In thousands) (unaudited)