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):  April 19, 2004

 

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 7.

 

FINANCIAL STATEMENTS AND EXHIBITS

 

 

 

 

(c) Exhibits

 

 

 

 

The following exhibit is furnished pursuant to Item 12:

 

 

 

 

 

99.1

Press Release issued by Pixelworks, Inc. dated April 19, 2004

 

 

 

 

Item 12.

 

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

On April 19, 2004, Pixelworks, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended March 31, 2004.  The press release contains forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

 

The press release issued April 19, 2004 is furnished herewith as Exhibit No. 99.1 to this Report, and shall not be deemed filed for the purposes of Section 18 of the Exchange Act.

 

 

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:  April 19, 2004

/s/ Jeffrey B. Bouchard

 

Jeffrey B. Bouchard

 

Vice President, Finance and

 

Chief Financial Officer

 

(Principal Financial and Accounting
Officer)

 

2


Exhibit 99.1

 

 

Financial News Release

For Immediate Release

 

Contact Information:

 

Investor Inquiries

 

Media Inquiries

 

 

Jeff Bouchard

 

Chris Bright

 

 

Pixelworks, Inc.

 

Pixelworks, Inc.

 

 

Tel:  (503) 454-1750 ext. 604

 

Tel: (503) 454-1750 ext. 594

 

 

E-mail: jeffb@pixelworks.com

 

E-mail: cbright@pixelworks.com

 

 

Web site: www.pixelworks.com

 

 

 

Conference Call at 2 p.m. PDT, April 19, 2004 – Pixelworks will host a conference call at 2 p.m. PDT, April 19, 2004, which can be accessed at (719) 457-2626 and using pass code 588246.  The conference call will also be available through a Web broadcast that can be accessed by visiting the Investor Relations section at www.pixelworks.com.  A replay of the conference call will be available through April 22, 2004, and can be accessed by calling (719) 457-0820 using pass code 588246.  A replay of the Web broadcast will be available through May 18, 2004.

 

 

Pixelworks Reports Record First Quarter 2004 Financial
Results; Revenue Up 41 Percent Year-Over-Year and
11 Percent Sequentially

 

 

                  Record revenue of $45.3 million in the first quarter increased 41% from $32.0 million in the first quarter of 2003, and increased 11% over $40.8 million in the previous quarter

                  Record GAAP net income in the first quarter of $6.6 million, or $0.14 per diluted share, improved from $0.2 million, or $0.01 per diluted share, in the first quarter of 2003

                  Record pro forma* net income of $7.0 million, or $0.14 per diluted share; increased 195% from $2.4 million, or $0.05 per diluted share, in the first quarter of 2003

 

*Pro forma gross profit, income before income taxes, and net income, which differs from gross profit, income before income taxes, and net income in accordance with accounting principles generally accepted in the United States of America (GAAP), excludes merger-related and restructuring expenses, and non-cash expenses for amortization of purchased developed technology, and stock-based compensation and amortization of assembled workforce.  A schedule reconciling these amounts for the three months ended March 31, 2004 and 2003 is included in this news release.  Pixelworks’ management believes the presentation of these non-GAAP financial measures provides useful information to investors regarding Pixelworks’ results of operations as these non-GAAP financial measures allow investors to better evaluate ongoing

 

—more—

 



 

business performance. Pixelworks’ management also uses these non-GAAP financial measures internally to monitor performance of the business. Pixelworks, however, cautions investors to consider these non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.

 

 

Tualatin, Ore., April 19, 2004 — Pixelworks, Inc. (NASDAQ:PXLW), a leading provider of system-on-a-chip ICs for the advanced display industry, today announced financial results for the first quarter ended March 31, 2004.

 

Revenue for the first quarter of 2004 was $45.3 million, a 41 percent increase over revenue of $32.0 million in the first quarter of 2003 and an 11 percent increase over revenue of $40.8 million in the fourth quarter of 2003.

 

Net income in accordance with generally accepted accounting principles (GAAP) in the first quarter of 2004 was a record $6.6 million, or $0.14 per diluted share, compared with net income of $248,000 or $0.01 per diluted share, in the first quarter of 2003 and net income of $2.9 million, or $0.06 per diluted share, in the fourth quarter of 2003.  First quarter 2004 GAAP results include non-cash expenses for stock-based compensation, amortization of assembled workforce, and amortization of acquired developed technology of approximately $417,000 (excluded for pro forma reporting purposes).

 

Pro forma net income in the first quarter of 2004 was a record $7.0 million, or $0.14 per diluted share, which increased from pro forma net income of $2.4 million, or $0.05 per diluted share in the first quarter of 2003 and pro forma net income of $5.2 million, or $0.11 per diluted share, in the fourth quarter of 2003.

 

“Clearly, we were very pleased with our first quarter financial results as they exceeded even the high end of our expectations,” said Allen Alley, President, CEO, and Chairman of Pixelworks.  “Our record revenue and net income was led by growth in our advanced television business, which was up 28 percent sequentially and 283 percent year-over-year.  Within our advanced television business we experienced across-the-board sequential revenue growth from LCD, plasma, and digital CRT television manufacturers with LCD TV business growing the fastest at 58 percent sequentially and 468 percent year-over-year,” added Alley.  “The first quarter was a great start to what we believe will be a solid year of growth for us in 2004,” concluded Alley.

 

 

Business Outlook for Second Quarter 2004

 

The following statements are based on current expectations.  These statements are forward-looking, subject to risks and uncertainties, and actual results may differ materially.

 

2



 

These statements do not include the potential impact of any investments outside the ordinary course of business, or mergers or acquisitions that may be completed after March 31, 2004.  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.

 

 

The Company estimates net income per share in the second quarter of 2004 will be $0.10 to $0.12 on a GAAP basis and $0.11 to $0.13 on a pro forma basis, based on the following estimates:

 

 

                  Revenue of $47.0 to $49.0 million, a year-over-year increase of 44 to 50 percent. Revenue is highly dependent on a number of factors including, but not limited to, general economic conditions, timely new product introductions, the Company’s ability to secure additional design wins with customers, growth rates in the flat panel monitor, multimedia projector, and advanced television markets, levels of inventory at distributors and customers, and increased supply of products from the Company’s third party foundries.

                  GAAP gross profit margin of 47.0 to 49.0 percent. Pro forma gross profit margin, which excludes an estimated $132,000 in non-cash expense for the amortization of acquired developed technology, of 47.3 to 49.3 percent. Gross profit margin may be higher or lower than expected due to many factors including, but not limited to, competitive pricing actions, changes in estimated product costs, revenue levels, and changes in estimated product mix.

                  R&D and SG&A expenses, combined, of $14.5 to $15.0 million.

                  Non-cash expenses for stock-based compensation and amortization of assembled workforce of approximately $300,000 (excluded for pro forma reporting purposes).

                  Interest income of approximately $250,000.

                  Effective tax rate of 34 to 36 percent of net income before income taxes on both a GAAP and pro forma basis.

 

 

3



 

About Pixelworks, Inc.

 

Pixelworks, headquartered in Tualatin, Oregon, is a leading provider of system-on-chip ICs for the advanced display industry. Pixelworks’ solutions provide the intelligence for advanced televisions, multimedia projectors and flat panel monitors by processing and optimizing video and computer graphics signals to produce high quality images.  Many of the world’s leading manufacturers of consumer electronics and computer display products utilize our technology to enhance image quality and ease of use of their products.

 

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 for Second Quarter 2004 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.  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 STATEMENTS OF OPERATIONS (GAAP BASIS)

(In thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended
March 31,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Revenue

 

$

45,270

 

$

32,005

 

Cost of revenue (1)

 

21,575

 

17,292

 

Gross profit

 

23,695

 

14,713

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Research and development

 

7,254

 

6,747

 

Selling, general and administrative

 

6,232

 

5,388

 

Merger related expenses

 

 

1,580

 

Stock-based compensation and amortization of assembled workforce

 

285

 

404

 

Total operating expenses

 

13,771

 

14,119

 

Income from operations

 

9,924

 

594

 

 

 

 

 

 

 

Interest income, net

 

235

 

379

 

Income before income taxes

 

10,159

 

973

 

 

 

 

 

 

 

Provision for income taxes

 

3,606

 

725

 

 

 

 

 

 

 

Net income

 

$

6,553

 

$

248

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

Basic

 

$

0.14

 

$

0.01

 

Diluted

 

$

0.14

 

$

0.01

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

Basic

 

46,320

 

45,030

 

Diluted

 

48,141

 

46,347

 

 


(1)      Includes amortization of acquired developed technology of $132 for each of the three months ended March 31, 2004 and 2003.

 

 

5



 

PIXELWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (PRO FORMA BASIS)

(In thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended
March 31,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Revenue

 

$

 45,270

 

$

 32,005

 

Cost of revenue

 

21,443

 

17,160

 

Pro forma gross profit

 

23,827

 

14,845

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Research and development

 

7,254

 

6,747

 

Selling, general and administrative

 

6,232

 

5,388

 

Total operating expenses

 

13,486

 

12,135

 

Pro forma income from operations

 

10,341

 

2,710

 

 

 

 

 

 

 

Interest income, net

 

235

 

379

 

Pro forma income before income taxes

 

10,576

 

3,089

 

 

 

 

 

 

 

Provision for income taxes

 

3,606

 

725

 

 

 

 

 

 

 

Pro forma net income

 

$

 6,970

 

$

 2,364

 

 

 

 

 

 

 

Pro forma net income per share:

 

 

 

 

 

Basic

 

$

 0.15

 

$

 0.05

 

Diluted

 

$

 0.14

 

$

 0.05

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

Basic

 

46,320

 

45,030

 

Diluted

 

48,141

 

46,347

 

 

 

The above pro forma financial statements are presented for informational purposes only.  Our presentation of pro forma financial information excludes non-cash expenses resulting from acquisitions and the issuance of stock options, as well as unusual or infrequent expenses that are not directly attributable to our ongoing operations and are expected to be incurred over a limited period of time.  Because of these exclusions, our presentation is not in accordance with accounting principles generally accepted in the United States of America (GAAP).  Additionally, our presentation of pro forma financial information may not be consistent with that of other companies.

 

We believe that the exclusion of non-cash charges may help the investor better understand our liquidity position and the use of tangible resources in our operations, and the exclusion of unusual or infrequent items provides an alternative measure which may help the investor evaluate our underlying operating performance.  Pro forma information is not, and should not be considered, a substitute for financial information prepared in accordance with GAAP.

 

 

6



 

PIXELWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

RECONCILIATION OF GAAP TO PRO FORMA BASIS

(In thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended
March 31, 2004

 

Three Months Ended
March 31, 2003

 

 

 

GAAP

 

Adjustments

 

Pro forma

 

GAAP

 

Adjustments

 

Pro forma

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

45,270

 

$

 

$

45,270

 

$

32,005

 

$

 

$

32,005

 

Cost of revenue

 

21,575

 

(132

)(1)

21,443

 

17,292

 

(132

)(1)

17,160

 

Gross profit

 

23,695

 

132

 

23,827

 

14,713

 

132

 

14,845

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

7,254

 

 

7,254

 

6,747

 

 

6,747

 

Selling, general and administrative

 

6,232

 

 

6,232

 

5,388

 

 

5,388

 

Merger related expenses

 

 

 

 

1,580

 

(1,580

)(2)

 

Stock-based compensation and amortization of assembled workforce

 

285

 

(285

)(3)

 

404

 

(404

)(3)

 

Total operating expenses

 

13,771

 

(285

)

13,486

 

14,119

 

(1,984

)

12,135

 

Income from operations

 

9,924

 

417

 

10,341

 

594

 

2,116

 

2,710

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income, net

 

235

 

 

235

 

379

 

 

379

 

Income before income taxes

 

10,159

 

417

 

10,576

 

973

 

2,116

 

3,089

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

3,606

 

 

3,606

 

725

 

 

725

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

6,553

 

$

417

 

$

6,970

 

$

248

 

$

2,116

 

$

2,364

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.14

 

 

 

$

0.15

 

$

0.01

 

 

 

$

0.05

 

Diluted

 

$

0.14

 

 

 

$

0.14

 

$

0.01

 

 

 

$

0.05

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

46,320

 

 

 

46,320

 

45,030

 

 

 

45,030

 

Diluted

 

48,141

 

 

 

48,141

 

46,347

 

 

 

46,347

 

 


(1)  Non-cash expenses for amortization of value assigned to an acquired company’s developed and other core technology at time of acquisition.

(2)  Expenses related to proposed (now terminated) merger with Genesis Microchip.

(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.  Also includes non-cash expense associated with amortization of the intangible assembled workforce asset recorded in connection with the Jaldi Semiconductor asset acquisition.

 

 

7



 

PIXELWORKS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

 

 

 

March 31,
2004

 

December 31,
2003

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

90,244

 

$

75,165

 

Short-term marketable securities

 

10,992

 

5,656

 

Accounts receivable, net

 

17,082

 

8,468

 

Inventories, net

 

9,779

 

10,478

 

Prepaid expenses and other current assets

 

3,541

 

4,826

 

  Total current assets

 

131,638

 

104,593

 

 

 

 

 

 

 

Long-term marketable securities

 

23,591

 

19,875

 

Property and equipment, net

 

6,255

 

6,561

 

Other assets, net

 

6,676

 

16,205

 

Acquired intangible assets, net

 

3,281

 

3,535

 

Goodwill

 

82,548

 

82,548

 

  Total assets

 

$

253,989

 

$

233,317

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

9,224

 

$

4,330

 

Accrued liabilities

 

11,722

 

8,682

 

  Total current liabilities

 

20,946

 

13,012

 

 

 

 

 

 

 

Shareholders’ equity

 

233,043

 

220,305

 

  Total liabilities and shareholders’ equity

 

$

253,989

 

$

233,317

 

 

 

8