OREGON
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000-30269
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91-1761992
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(State or other jurisdiction of
incorporation) |
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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(a)
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Financial Statements of Businesses Acquired.
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•
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Audited Consolidated Statements of Comprehensive Income of ViXS for the years ended January 31, 2016 and 2017.
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•
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Audited Consolidated Statements of Financial Position of ViXS as of January 31, 2016 and 2017.
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•
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Notes to Consolidated Financial Statements of ViXS.
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(b)
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Pro Forma Financial Information.
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•
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Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2016 and for the three-month period ended March 31, 2017.
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•
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Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2017.
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•
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Notes to Unaudited Pro Forma Condensed Combined Financial Statements.
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Exhibit No.
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Description
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23
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99.1
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99.2
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PIXELWORKS, INC.
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(Registrant)
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Dated:
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August 11, 2017
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/s/ Steven L. Moore
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Steven L. Moore
Vice President, Chief Financial
Officer, Secretary and Treasurer
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Exhibit No.
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Description
|
23.1
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|
99.1
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|
99.2
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ViXS SYSTEMS INC.
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Consolidated Financial Statements
January 31, 2017 and 2016
|
Toronto, Ontario
April 12, 2017
|
|
|
Dollar amounts in U.S. dollars
|
Note
|
Fiscal Years Ended January 31,
|
|
Amounts in thousands, except loss per share
|
|
2017
|
2016
|
Revenue
|
3,5
|
$29,513
|
$26,286
|
Cos t of s ales
|
6
|
20,649
|
16,030
|
Gross margin
|
|
8,864
|
10,256
|
Operating expenses
Research and development
|
3,6,8,17
|
11,977
|
13,228
|
Selling, general and administrative
|
3,6
|
8,070
|
7,928
|
Total operating expenses
|
|
20,047
|
21,156
|
Loss before finance cos ts and income and currency loss es
|
|
(11,183)
|
(10,900)
|
Other income (expenses ): Finance cos ts (income)
|
6
|
313
|
(501)
|
Currency gain (loss )
|
|
16
|
(204)
|
Total other income (expenses )
|
|
329
|
(705)
|
Loss before income taxes
|
|
($10,854)
|
($11,605)
|
Income tax expense
|
7
|
(102)
|
(29)
|
Net loss for the year
Other comprehensive income (loss ) Item subject to reclassification
|
|
(10,956)
|
(11,634)
|
Exchange difference on translating foreign operations
|
|
32
|
(10)
|
Comprehensive loss for the year
|
|
($10,924)
|
($11,644)
|
Loss per share attributed to common equity holders
Basic
|
9
|
($0.17)
|
($0.23)
|
Diluted
|
9
|
($0.17)
|
($0.23)
|
|
|
As at January 31,
|
|||||
Dollar amounts in U.S. dollars
|
Note
|
2017
|
2016
|
||||
Amounts in thousands
|
|
|
|
||||
Assets
Current assets
Cash and cash equivalents
|
|
$2,732
|
|
$7,022
|
|
||
Restricted cash
|
|
125
|
|
250
|
|
||
Trade accounts receivable
|
10
|
2,626
|
|
2,291
|
|
||
Other amounts receivable
|
11
|
445
|
|
615
|
|
||
Inventories
|
12
|
3,232
|
|
2,151
|
|
||
Prepayments
|
13
|
951
|
|
6,614
|
|
||
Total current assets
|
|
10,111
|
|
18,943
|
|
||
Non-current assets
Property, plant and equipment
|
14
|
2,419
|
|
1,759
|
|
||
Intangible assets
|
15
|
6,860
|
|
5,516
|
|
||
Prepayments
|
13
|
203
|
|
358
|
|
||
Total non-current assets
|
|
9,482
|
|
7,633
|
|
||
Total assets
|
|
$
|
19,593
|
|
$26,576
|
|
|
Liabilities and shareholders ' equity
Liabilities
Current liabilities
Revolving bank loan payable
|
16
|
$
|
5,685
|
|
$5,285
|
|
|
Current portion of repayable government assistance
|
17
|
159
|
|
661
|
|
||
Trade and other payables
|
18
|
4,018
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|
5,639
|
|
||
Deferred revenue
|
|
173
|
|
390
|
|
||
Total current liabilities
|
|
10,035
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|
11,975
|
|
||
Non-current liabilities
Accrued non-current liabilities
|
18
|
126
|
|
130
|
|
||
Convertible debt
|
3,19,25
|
4,685
|
|
2,623
|
|
||
Warrant liability
|
3,19,25
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130
|
|
60
|
|
||
Repayable government assistance
|
17
|
1,388
|
|
1,418
|
|
||
Total non-current liabilities
|
|
6,329
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|
4,231
|
|
||
Total Liabilities
|
|
16,364
|
|
16,206
|
|
||
Is sued capital
|
|
168,081
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|
157,077
|
|
||
Contributed surplus
|
|
15,492
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|
14,713
|
|
||
Cumulative translation adjustment
|
|
(61
|
)
|
(93
|
)
|
||
Deficit
|
|
(172,283
|
)
|
(161,327
|
)
|
||
Total shareholders' equity
|
|
3,229
|
|
10,370
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|
||
Total liabilities and shareholders' equity
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$
|
19,593
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|
$
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26,576
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|
Dollar amounts in U.S. Dollars
Amounts in Thous ands
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Notes
|
Number of Common
Shares
|
Is s ued Capital
|
Contributed Surplus
|
Cumulative Trans lation
Adjus tment
|
Deficit
|
Total Equity
|
Balance, January 31, 2015
|
|
50,377
|
$154,683
|
$14,412
|
($83)
|
($149,693)
|
$19,319
|
Los s for the year
|
|
0
|
0
|
0
|
(10)
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(11,634)
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(11,644)
|
Private placement
|
|
10,076
|
2,394
|
0
|
0
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0
|
2,394
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Share-bas ed payment trans actions
|
6,21
|
0
|
0
|
301
|
0
|
0
|
301
|
Balance, January 31, 2016
|
|
60,453
|
$157,077
|
$14,713
|
($93)
|
($161,327)
|
$10,370
|
Los s for the year
|
|
0
|
0
|
0
|
32
|
(10,956)
|
(10,924)
|
Private placement
|
|
11,583
|
2,626
|
0
|
0
|
0
|
2,626
|
Shares /RSU ves ted
|
|
1,281
|
378
|
(378)
|
0
|
0
|
0
|
Share-bas ed payment trans actions
|
6,21
|
0
|
0
|
1,157
|
0
|
0
|
1,157
|
Balance, January 31, 2017
|
|
73,317
|
$160,081
|
$15,492
|
($61)
|
($172,283)
|
$3,229
|
|
|
Fiscal Years Ended January 31,
|
||||||
Dollar amounts in U.S. dollars
|
Note
|
2017
|
2016
|
|||||
Amounts in thousands
|
|
|
|
|||||
Operating activities
|
|
|
|
|||||
Net Loss for the year
|
|
$
|
(10,956
|
)
|
$
|
(11,634
|
)
|
|
Add (deduct) items not involving cash
|
|
|
|
|||||
Depreciation of property, plant and equipment
|
|
372
|
|
411
|
|
|||
Depreciation of mask costs
|
|
385
|
|
223
|
|
|||
Amortization of intangible assets
|
|
1,342
|
|
571
|
|
|||
Increase in non-current prepayments
|
|
155
|
|
2,570
|
|
|||
Adjustment to provision for repayable government assistance
|
8
|
(190
|
)
|
(923
|
)
|
|||
Share-bas ed trans action expense
|
|
1,157
|
|
301
|
|
|||
Finance costs (income)
|
|
(313
|
)
|
501
|
|
|||
Decrease (increase) in trade and other receivables and current prepayments
|
|
5,498
|
|
(1,448
|
)
|
|||
Decrease (increase) in inventories
|
|
(1,081
|
)
|
717
|
|
|||
Decrease in trade and other payables
|
|
(1,626
|
)
|
(7,352
|
)
|
|||
Increase (decrease) in deferred revenue
|
|
(217
|
)
|
222
|
|
|||
Cash flows used in operating activities
|
|
$
|
(5,474
|
)
|
$
|
(15,841
|
)
|
|
Investing activities
Interest received
|
|
1
|
|
57
|
|
|||
Additions to property, plant and equipment
|
|
(1,417)
|
|
(390)
|
|
|||
Acquisition of intangible as sets
|
|
(2,686)
|
|
(1,403)
|
|
|||
Cash flows used in investing activities
|
|
($4,102)
|
|
($1,736)
|
|
|||
Financing activities
|
|
|
|
|||||
Net proceeds from unit private placement
|
|
5,890
|
|
4,842
|
|
|||
Increase in bank borrowings
|
|
400
|
|
5,285
|
|
|||
Decrease in provision for repayable government assistance
|
8
|
|
(114)
|
|
(41)
|
|
||
Interest and other finance cos ts
|
|
(1,100)
|
|
(558)
|
|
|||
Cash flows from financing activities
|
|
$5,076
|
|
$9,528
|
|
|||
Net decrease in cash and cash equivalents
|
|
(4,500)
|
|
(8,050)
|
|
|||
Effect of foreign exchange
|
|
85
|
|
32
|
|
|||
Cash and cash equivalents , beginning of year
|
|
7,272
|
|
15,289
|
|
|||
Cash and cash equivalents , end of year
|
|
$2,857
|
|
$7,272
|
|
|||
Interest paid (1)
|
|
526
|
|
84
|
|
|||
Interest received (1)
|
|
1
|
|
41
|
|
|||
Income taxes paid (1)
|
|
9
|
|
51
|
|
i)
|
IFRS 15,
Revenue from Contracts with Customers
(“IFRS 15”)
|
ii)
|
IFRS 9,
Financial Instruments
(“IFRS 9”)
|
i)
|
Transactions and balances
|
1.
|
The significant risks and rewards of ownership of the goods have passed to the buyer;
|
2.
|
No continuing managerial involvement to the degree usually associated with the ownership or effective control of the goods is retained;
|
3.
|
The amount of revenue can be measured reliably. In the case of distributors and agreements with distributors these agreements do not have allowances for price protection. Warranty returns can be reasonably estimated at the time of shipment and, to date, warranty returns from distributors have not been material;
|
4.
|
It is probable that the economic benefits associated with the transaction will flow to the Company. In the case of distributors, there is an obligation to pay that is not contingent on the resale of the product; and
|
5.
|
The costs incurred or to be incurred in respect of the transaction can be measured reliably. In the case of distributors, no costs beyond the commission payable to the distributor for their services is incurred after shipment, and the amount payable is known at the time of shipment.
|
i)
|
Current income tax
|
ii)
|
Deferred income tax
|
•
|
Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit.
|
•
|
In respect of taxable temporary differences associated with investments in subsidiaries, associates, and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
|
•
|
Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit.
|
•
|
In respect of deductible temporary differences associated with investments in subsidiaries, associates, and interests in joint ventures, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
|
iii)
|
Deferred tax assets and deferred tax liabilities are offset, provided a legally enforceable right to set off current tax assets against current income tax liabilities exists and the deferred taxes relate to the same taxable entity and the same taxation authority.Sales tax
|
•
|
When the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item, as applicable.
|
•
|
When receivables and payables are stated with the amount of sales tax included.
|
d)
|
Government assistance
|
e)
|
Share-based payment transactions
|
f)
|
Financial instruments
|
i)
|
Financial assets
|
•
|
The rights to receive cash flows from the asset have expired; or
|
•
|
The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a “pass-through” arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
|
ii)
|
Impairment of financial assets
|
iii)
|
Financial liabilities
|
iv)
|
Offsetting of financial instruments
|
v)
|
Fair value of financial instruments
|
Leasehold improvements
|
Lease term
|
Furniture and equipment
|
2 to 5 years
|
•
|
The technical feasibility of completing the intangible asset so that it will be available for use or sale;
|
•
|
Its intention to complete and its ability to use or sell the asset;
|
•
|
How the asset will generate future economic benefits;
|
•
|
The availability of resources to complete the asset; and
|
•
|
The ability to measure reliably the expenditure during development.
|
|
Fiscal periods Ended
|
|
Fiscal periods Ended
|
||||||
|
January 31,
|
|
January 31,
|
|
January 31,
|
|
January 31,
|
||
Geographic revenue information
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||
Taiwan
|
$17,690
|
|
$15,054
|
|
59.9
|
%
|
|
57.3
|
%
|
United States
|
1,265
|
|
4,087
|
|
4.3
|
%
|
|
15.5
|
%
|
Canada
|
2,546
|
|
532
|
|
8.6
|
%
|
|
2
|
%
|
Japan
|
3,533
|
|
2,628
|
|
12
|
%
|
|
10
|
%
|
China
|
519
|
|
1,491
|
|
1.8
|
%
|
|
5.7
|
%
|
Europe
|
1,976
|
|
314
|
|
6.7
|
%
|
|
1.2
|
%
|
Other
|
1,984
|
|
2,180
|
|
6.7
|
%
|
|
8.3
|
%
|
Total revenue
|
$29,513
|
|
$26,286
|
|
100
|
%
|
|
100
|
%
|
|
Fiscal Years Ended
|
||
|
January 31,
|
|
January 31,
|
|
2017
|
|
2016
|
Listing fees
|
13
|
|
53
|
Interest paid on convertible debt
|
253
|
|
0
|
Change in fair value of financial liabilities
|
(1,160)
|
|
0
|
Other finance expense
|
581
|
|
448
|
Total finance expense (income)
|
(313)
|
|
501
|
|
Fiscal Years Ended
|
||||
|
January 31,
|
|
January 31,
|
||
Amounts in thousands of U.S dollars
|
2017
|
|
2016
|
||
Included in cost of sales:
|
|
|
|
||
Costs of inventories recognized as an expense
|
19,110
|
|
|
15,179
|
|
Amortization of intangible assets
|
1,342
|
|
|
571
|
|
Included in research and development expenses:
|
|
|
|
||
Depreciation of property plant and equipment
|
286
|
|
|
334
|
|
Share-bas ed payment trans action expense
|
381
|
|
|
225
|
|
Operating lease expense
|
22
|
|
|
136
|
|
Mask costs
|
243
|
|
|
—
|
|
Included in selling, general and administrative expenses:
|
|
|
|
||
Depreciation of property plant and equipment
|
86
|
|
|
77
|
|
Share-based payment transaction expense
|
776
|
|
|
76
|
|
Operating lease expense
|
9
|
|
|
12
|
|
|
Fiscal Year Ended
|
||||||
|
January 31, 2017
|
|
January 31, 2016
|
||||
Current income tax expense
|
(60)
|
|
|
(29)
|
|
||
Deferred tax
|
|
|
|
||||
Origination and reversal of temporary differences
|
758
|
|
|
4,371
|
|
||
Unrecognized benefit of deferred tax assets
|
(758
|
)
|
|
(4,371
|
)
|
||
Deferred income tax recovery
|
—
|
|
|
—
|
|
||
Total income tax expense
|
$
|
(60
|
)
|
|
$
|
(29
|
)
|
|
Fiscal Year Ended
|
||||||
|
January 31, 2017
|
|
January 31, 2016
|
||||
Amounts in thousands of U.S. dollars
|
|
|
|
||||
Canadian investment tax credits recognized
|
(140
|
)
|
|
(207
|
)
|
||
Amounts recognized under specific programs
|
(509
|
)
|
|
37
|
|
||
Adjustment to provision for repayable government assistance
|
90
|
|
|
(922
|
)
|
||
Amount deducted from research and development expenses
|
$
|
(559
|
)
|
|
$
|
(1,092
|
)
|
|
Fiscal Year Ended
|
||||||
|
January 31, 2017
|
|
January 31, 2016
|
||||
Loss for the year before income taxes
|
(10,721)
|
|
|
(11,605)
|
|
||
Canadian federal and provincial combined tax rate
|
26.5%
|
|
|
26.5%
|
|
||
Tax based on Canadian combined income tax rates
|
(2,841)
|
|
|
(3,075)
|
|
||
Adjustments resulting from:
|
|
|
|
||||
Rate differences across jurisdictions
|
(59)
|
|
|
(16)
|
|
||
Impact of deferred tax assets not benefited
|
499
|
|
|
3,019
|
|
||
Permanent differences
|
2,462
|
|
|
101
|
|
||
Total income expense
|
$
|
60
|
|
|
$
|
29
|
|
|
Fiscal Year Ended
|
||||
|
January 31, 2017
|
|
January 31, 2016
|
||
Scientific research and experimental development expenditures
|
117,445
|
|
|
114,446
|
|
Provision for repayable government assistance
|
1,547
|
|
|
1,571
|
|
Non-capital losses
|
23,853
|
|
|
28,220
|
|
Non-refundable ITC
|
26,754
|
|
|
25,944
|
|
Share Issue Costs
|
816
|
|
|
1,320
|
|
Other
|
4,737
|
|
|
2,447
|
|
Total
|
177,169
|
|
|
173,949
|
|
|
Fiscal Years Ended
|
|
a) Government assistance
|
January 31,
2017
$
|
January 31,
2016
$
|
Canadian investment tax credits recognized
|
(338)
|
(208)
|
Amounts recognized under specific programs
|
(509)
|
37
|
Adjustment to provision for repayable government assistance
|
90
|
(923)
|
Government assistance deducted from research and development expenses
|
($757)
|
($1,094)
|
|
Fiscal Years Ended
|
|
|
January 31,
2017
$
|
January 31,
2016
$
|
Net loss attributable to common equity holders for basic earnings
|
($10,956)
|
(11,634)
|
Weighted average number of common shares adjusted for the effect of dilution
|
62,285
|
50,961
|
Loss per share
|
($0.17)
|
($0.23)
|
|
January 31,
2017
|
January 31,
2016
|
Current
|
$2,492
|
$1,693
|
30-60 days
|
60
|
335
|
61-90 days
|
0
|
81
|
Over 90 days
|
74
|
182
|
|
$2,626
|
$2,291
|
Allowance for Doubtful Accounts
|
January 31,
|
|||||
|
2017
|
2016
|
||||
Amounts in thousands of U.S. dollars
|
$
|
$
|
||||
Balance, beginning of year
|
—
|
|
108
|
|
||
Increase (decrease) to allowance for doubtful accounts
|
—
|
|
(108
|
)
|
||
|
$
|
—
|
|
$
|
—
|
|
|
January 31,
|
||||||
Amounts in thousands of U.S. dollars
|
2017
|
|
2016
|
||||
Canadian investment tax credits receivable
|
$
|
140
|
|
|
$
|
207
|
|
Other
|
305
|
|
|
408
|
|
||
|
$
|
445
|
|
|
$
|
615
|
|
|
January 31,
|
||||||
Amounts in thousands of U.S. dollars
|
2017
|
|
2016
|
||||
Work in progress
|
$
|
1,939
|
|
|
$
|
1,562
|
|
Finished goods on hand
|
1,293
|
|
|
589
|
|
||
|
$
|
3,232
|
|
|
$
|
2,151
|
|
|
January 31,
|
|
January 31,
|
Amounts in thousands of U.S. dollars
|
2017
|
|
2016
|
Current prepayments
|
|
|
|
Intellectual property access license fees
|
$310
|
|
$616
|
Other deposits and prepayments
|
641
|
|
6,042
|
Total current prepayments
|
$951
|
|
$6,658
|
|
|
|
|
Non-current prepayments
|
|
|
|
Intellectual property access license fees
|
0
|
|
314
|
Other deposits and prepayments
|
203
|
|
0
|
Total non-current prepayments
|
$203
|
|
$314
|
|
Leasehold improvements
|
|
Furniture and equipment
|
|
Total
|
Cost or valuation
|
|
|
|
|
|
As at January 31, 2015
|
$596
|
|
$8,871
|
|
$9,467
|
Additions
|
0
|
|
390
|
|
390
|
January 31, 2016
|
|
|
|
|
|
Additions
|
0
|
|
1,426
|
|
1,426
|
Disposals
|
0
|
|
(496)
|
|
(496)
|
As at January 31, 2017
|
$596
|
|
$10,191
|
|
$10,787
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
|
As at January 31, 2015
|
$596
|
|
$6,868
|
|
$7,464
|
Depreciation charge for the year
|
0
|
|
634
|
|
634
|
January 31, 2016
|
|
|
|
|
|
Depreciation charge for the year
|
0
|
|
$757
|
|
$757
|
Disposals
|
0
|
|
($487)
|
|
($487)
|
Asta January 31, 2017
|
$596
|
|
$7,772
|
|
$8,368
|
|
|
|
|
|
|
Net Book Value
|
|
|
|
|
|
As at January 31, 2016
|
0
|
|
$1,759
|
|
$1,759
|
As at January 31, 2017
|
$0
|
|
$2,419
|
|
$2,419
|
Amounts in thousands of U.S. dollars
|
|
||
As at January 31, 2015
|
$ 4,684
|
|
|
Additions
|
1,403
|
|
|
Disposals
|
—
|
|
|
As at January 31, 2016
|
$ 6,087
|
|
|
Additions
|
2,686
|
|
|
Disposals
|
|
||
As at January 31, 2017
|
$ 8,773
|
|
|
|
|
||
Accumulated amortization
|
|
||
As at January 31, 2016
|
$
|
—
|
|
Depreciation charge for the year
|
571
|
|
|
As at January 31, 2016
|
$ 571
|
|
|
Depreciation charge for the year
|
1,342
|
|
|
Disposals
|
—
|
|
|
As at January 31, 2017
|
$ 1,913
|
|
|
|
|
||
Net Book Value
|
|
||
As at January 31, 2016
|
$ 5,516
|
|
|
As at January 31, 2017
|
$ 6,860
|
|
|
|
Interest
|
|
|
January 31,
|
January 31,
|
|
|
rate (%)
|
Maturity
|
|
2017
|
2016
|
|
|
|
|
|
|
|
$8.0 million revolving loan
|
|
Prime + 1%
|
Janaury 31, 2017
|
|
5,685
|
5,285
|
|
|
|
|
|
$ 5,685
|
5,285
|
|
|
|
|
Fiscal year ended
|
||
|
|
|
|
January 31,
|
|
January 31,
|
Amounts in thousands of U.S. dollars
|
Interest rate
|
|
Maturity
|
2017
|
|
2016
|
|
|
|
|
|
|
|
Technology Partnerships Canada
|
10.10%
|
|
January 31, 2023
|
$1,248
|
|
$1,290
|
Less current portion
|
|
|
|
159
|
|
152
|
Non-current portion
|
|
|
|
$1,089
|
|
$1,138
|
|
|
|
|
|
|
|
Canada-Israel Research and Development Fund
|
0.00%
|
|
None
|
299
|
|
280
|
Total non-current amount repayable
|
|
|
|
$1,388
|
|
$1,418
|
|
January 31,
|
|
Amounts in thousands of U.S. dollars
|
2017
|
2016
|
Trade payables
|
$2,344
|
$3,240
|
Other payables and accrued liabilities
|
1,674
|
2,399
|
Deferred rent liability
|
126
|
130
|
Total trade and other payables
|
$4,144
|
$5,769
|
•
|
Between April 30, 2016 and January 12, 2017, at a redemption price equal to 110% of the principal amount of the January Convertible Debentures plus accrued and unpaid interest; and
|
•
|
Between January 13, 2017 and January 12, 2020, at a redemption price equal to the principal amount of the January Convertible Debentures plus accrued and unpaid interest.
|
•
|
Between December 8, 2016 and September 9, 2017, at a redemption price equal to 110% of the principal amount of the September Convertible Debentures plus accrued and unpaid interest; and
|
•
|
Between September 10, 2017 and September 9, 2019, aa redemption price equal to the principal amount of the September Convertible Debentures plus accrued and unpaid interest.
|
|
Convertible
Debenture
|
|
Convertible
|
Private
Placement
|
|
Debenture Private
Placement Warrants
|
|
Convertible Debentures issued January, 2016
|
1,994
|
|
29
|
Convertible Debentures issued September, 2016
|
2,871
|
|
21
|
Convertible Debentures issued October, 2016
|
407
|
|
1
|
Total
|
$5,272
|
|
$51
|
|
Unit private
Placement
|
|
Unit Private
Placement Warrants
|
Units issued January, 2016 (10,075,336 units)
|
2,448
|
|
0
|
Units issued September, 2016 (9,800,000 units)
|
2,280
|
|
0
|
Units issued October, 2016 (1.783.333 units)
|
369
|
|
0
|
Total
|
$5,097
|
|
$0
|
|
January 31,
2017
|
January 31,
2016
|
|
January 2016 Private Placement
|
$988
|
$278
|
|
September 2016 Private Placement
|
178
|
0
|
|
October 2016 Private Placement
|
13
|
0
|
|
Total
|
$1,179
|
$278
|
|
January 31,
|
|
Authorized number of shares
|
2017
|
2016
|
Preferred shares without par value
|
Unlimited
|
Unlimited
|
Common shares without par value
|
Unlimited
|
Unlimited
|
|
Fiscal Years Ended
|
||
|
January 31,
|
|
January 31,
|
Amounts in thousands of U.S. dollars
|
2017
|
|
2016
|
Employees, including executives
|
$413
|
|
$97
|
Non-executive directors
|
29
|
|
48
|
Total share-based payment transaction expense
|
$442
|
|
$145
|
|
Number (000’s)
#
|
|
Weighted average exercise price
$
|
Outstanding, January 31, 2015
|
6,233
|
|
2.37
|
Granted
|
950
|
|
0.38
|
Forfeited
|
(2,929)
|
|
2.15
|
Exercised
|
(289)
|
|
1.88
|
Outstanding, January 31, 2016
|
3,965
|
|
1.88
|
|
|
|
|
Outstanding, January 31, 2016
|
3,965
|
|
1.88
|
Granted
|
0
|
|
0.00
|
Forfeited
|
(251)
|
|
2.60
|
Cancelled
|
(2,257)
|
|
2.60
|
Expired
|
(8)
|
|
1.75
|
Outstanding, January 31, 2017
|
1,449
|
|
0.88
|
|
|
|
|
|
|
|
|
Exercisable, January 31, 2016
|
1,765
|
|
2.69
|
|
|
|
|
Exercisable, January 31, 2017
|
724
|
|
1.22
|
|
|
January 31,
|
|
January 31,
|
|
|
|
2017
|
|
2016
|
|
Number of equity awards available for grant, (000’s)
|
|
5,573
|
|
847
|
|
Weighted average remaining contractual life of options outstanding (years)
|
|
3.3
|
|
7.6
|
|
Range of exercise prices for options outstanding ($)
|
|
0.40-10.00
|
|
0.40-10.00
|
|
Weighted average fair value of options granted during the year ($)
|
|
0
|
|
0.41
|
|
|
|
|
|
|
|
|
Fiscal Years Ended
|
|
|
|
January 31,
|
January 31,
|
|
|
2017
|
2016
|
Dividend yield (%)
|
|
0
|
0.0%
|
Expected volatility (%)
|
|
0
|
56.0%
|
Risk-free interest rate (%)
|
|
0
|
1.6%
|
Expected forfeiture rate (%)
|
|
0
|
17.0%
|
Weighted-average expected life (years)
|
|
0
|
5.5
|
|
Number (000’s)
#
|
Outstanding, January 31, 2016
|
1,752
|
Granted
|
7,774
|
Exercised
|
(1,429)
|
Cancelled
|
(604)
|
Outstanding, January 31, 2017
|
7,493
|
Name of subsidiary
|
Jurisdiction of incorporation
|
Functional
currency
|
ViXS Systems Hong Kong Ltd.
|
Hong Kong
|
Hong Kong Dollar
|
ViXS Systems Japan KK
|
Japan
|
Japanese Yen
|
ViXS USA Inc.
|
Delaware
|
U.S. Dollar
|
|
|
Fiscal years ended
|
||
|
|
January 31,
|
|
January 31,
|
|
|
2017
|
|
2016
|
|
|
|
|
|
Salaries and bonuses
|
|
1,106
|
|
1,916
|
Payroll benefits
|
|
116
|
|
201
|
Share-based transaction expense
|
|
487
|
|
260
|
Total compensation of key management personnel
|
|
$1,709
|
|
$2,377
|
Issue date (fiscal year)
|
Expiry Date (fiscal year)
|
Exercise Price $
|
Number
|
Executive directors:
|
|
|
|
2015
|
2024
|
$1.11
|
150
|
2016
|
2026
|
$0.32
|
800
|
Total executive directors & officers
|
950
|
||
|
|
|
|
Issue date (fiscal year)
|
Expiry Date (fiscal year)
|
Exercise Price $
|
Number
|
2015
|
n/a
|
$0.00
|
87
|
Total non-executive directors
|
87
|
Issue date (fiscal year)
|
Expiry Date (fiscal year)
|
Exercise Price $
|
Number
|
2016
|
2018
|
$0.90
|
41
|
2017
|
2020
|
$0.00
|
4,167
|
Total executive directors & officers
|
4,208
|
||
|
|
|
|
Issue date (fiscal year)
|
Expiry Date (fiscal year)
|
Exercise Price $
|
2017
#
|
|
|
|
|
2017
|
2020
|
$0.00
|
520
|
Total non-executive directors
|
520
|
|
<1 Yr
|
1-2 Yrs
|
3-5 Yrs
|
5+ Years
|
Total
|
|
1/31/2017
|
1/31/2018
|
1/31/2022
|
1/31/2023
|
|
Operating leases
|
742
|
637
|
2,579
|
103
|
4,061
|
Technology license obligations
|
1,654
|
1,300
|
180
|
0
|
3,134
|
Purchase obligations
|
4,149
|
0
|
0
|
0
|
4,149
|
Total:
|
$6,545
|
$1,937
|
$2,759
|
$103
|
$11,344
|
|
Fiscal Years Ended
|
|
|
January 31,
|
January 31,
|
|
2017
|
2016
|
Revolving bank loan
|
5,685
|
5,285
|
Converible Debt
|
4,685
|
2,623
|
Warrant liability
|
130
|
60
|
Repayable government assistance
|
1,388
|
1,418
|
Current portion of repayable government assistance
|
159
|
661
|
Shareholders equity
|
3,229
|
10,370
|
Total
|
$15,276
|
$20,417
|
|
Less than 3 months
$
|
3 to 12 months
$
|
1 to 5 years
$
|
Total
$
|
||
|
|
|
|
|
||
January 31, 2016
|
|
|
|
|
||
Government assistance
|
0
|
|
638
|
1,441
|
2,079
|
|
Revolving bank loan payable
|
5,285
|
|
0
|
0
|
5,285
|
|
Convertible debt
|
0
|
|
2,901
|
0
|
2,901
|
|
Warrant liability
|
0
|
|
0
|
60
|
60
|
|
Trade and other payables
|
5,353
|
|
286
|
0
|
5,639
|
|
|
$10,638
|
|
$3,825
|
$1,501
|
$15,964
|
|
|
|
|
|
|
||
January 31, 2017
|
|
|
|
|
||
Government assistance
|
0
|
|
159
|
1,388
|
1,547
|
|
Revolving bank loan payable
|
5,685
|
|
0
|
0
|
5,685
|
|
Convertible debt
|
0
|
|
0
|
4,685
|
4,685
|
|
Warrant liability
|
0
|
|
130
|
0
|
130
|
|
Trade and other payables
|
3,857
|
|
161
|
0
|
4,018
|
|
|
9,542
|
|
$450
|
$6,073
|
16,065
|
|
|
Fair value as at January 31, 2017
|
|||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Convertible Debenture - January
|
0
|
0
|
1,635
|
1,635
|
Convertible Debenture - September
|
0
|
0
|
3,050
|
3,050
|
Warrant Liability - January
|
0
|
0
|
76
|
76
|
Warrant Liability - September
|
0
|
0
|
54
|
54
|
TPC Liability
|
0
|
0
|
1,248
|
1,248
|
Total
|
0
|
0
|
$6,063
|
$6,063
|
|
January 31,
|
September 30,
|
November 30,
|
Cash
|
Fair Value
|
January 31,
|
|
|
2016
|
2016
|
2016
|
Payments
|
Adjustments
|
2017
|
|
Convertible Debenture - January
|
2,623
|
0
|
0
|
0
|
|
(988)
|
1,635
|
Convertible Debenture - September
|
0
|
2,871
|
370
|
0
|
|
(191)
|
3,050
|
Warrant Liability - January
|
60
|
0
|
0
|
0
|
|
16
|
76
|
Warrant Liability - September
|
0
|
25
|
0
|
0
|
|
29
|
54
|
TPC Liability
|
1,290
|
0
|
0
|
(114
|
)
|
72
|
1,248
|
Total
|
$3,973
|
$2,896
|
$370
|
($114)
|
|
($1,062)
|
$6,063
|
|
Fiscal Years Ended
|
|
January 31,
|
January 31,
|
|
Amounts in thousands of U.S. dollars
|
2017
|
2016
|
Maximum
|
11,719
|
7,279
|
Minimum
|
7,909
|
0
|
Average month-end balance
|
9,580
|
2,942
|
|
Fiscal Years Ended
|
|
|
January 31,
|
January 31,
|
|
2017
|
2016
|
CAD exchange rate vs. U. S. dollar:
|
|
|
One CAD expressed in U. S. dollars (end of year)
|
0.7645
|
0.7153
|
Impact of a change in CAD exchange rate vs. U. S. dollar:
|
|
|
Increase of 10%
|
(692)
|
(379)
|
Decrease of 10%
|
692
|
379
|
|
January 31,
|
||
|
2017
|
|
2016
|
Customer A
|
58.3%
|
|
56.6%
|
|
Less than 3 months
$
|
3 to 12 months
$
|
1 to 5 years
$
|
Total
$
|
|
|
|
|
|
January 31, 2016
|
|
|
|
|
Government assistance
|
0
|
147
|
1,769
|
1,916
|
Revolving bank loan payable
|
5,285
|
0
|
0
|
5,285
|
Convertible debt
|
0
|
2,901
|
0
|
2,901
|
Warrant liability
|
0
|
0
|
60
|
60
|
Trade and other payables
|
5,353
|
286
|
0
|
5,639
|
|
$10,638
|
$3,334
|
$1,829
|
$15,801
|
|
|
|
|
|
January 31, 2017
|
|
|
|
|
Government assistance
|
0
|
392
|
1,336
|
1,728
|
Revolving bank loan payable
|
5,685
|
0
|
0
|
5,685
|
Convertible debt
|
0
|
0
|
5,864
|
5,864
|
Warrant liability
|
0
|
130
|
0
|
130
|
Trade and other payables
|
3,792
|
161
|
0
|
3,953
|
|
$9,477
|
$683
|
$7,200
|
$17,360
|
•
|
The accompanying notes to the unaudited pro forma condensed combined financial statements;
|
•
|
Pixelworks’ audited consolidated financial statements and related notes, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operation, contained in Pixelworks’ Annual Report on Form 10-K as of and for the year ended December 31, 2016;
|
•
|
Pixelworks’ unaudited condensed consolidated financial statements and related notes, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operation, contained in Pixelworks’ Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2017;
|
•
|
ViXS’ audited consolidated financial statements and related notes, as well as Management’s Discussion and Analysis, as at and for the fiscal year ended January 31, 2017; and
|
•
|
ViXS’ unaudited consolidated financial statements and related notes, as well as Management’s Discussion and Analysis, as at and for the three months ended April 30, 2017.
|
|
Pixelworks
March 31, 2017
|
ViXS
April 30, 2017 (Adjusted)
Note 4
|
Pro Forma Adjustments
Note 5
|
|
Pro Forma
Combined
|
||||||||
ASSETS
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
19,640
|
|
$
|
6,636
|
|
—
|
|
|
$
|
26,276
|
|
|
Accounts receivable, net
|
9,608
|
|
2,600
|
|
—
|
|
|
12,208
|
|
||||
Inventories
|
2,478
|
|
1,576
|
|
3,023
|
|
(a)
|
7,077
|
|
||||
Prepaid expenses and other current assets
|
5,258
|
|
787
|
|
—
|
|
|
6,045
|
|
||||
Total current assets
|
36,984
|
|
11,599
|
|
3,023
|
|
|
51,606
|
|
||||
Property and equipment, net
|
5,528
|
|
4,220
|
|
(1,521
|
)
|
(b)
|
8,227
|
|
||||
Other assets, net
|
760
|
|
—
|
|
—
|
|
|
760
|
|
||||
Goodwill
|
—
|
|
—
|
|
11,613
|
|
(c)
|
11,613
|
|
||||
Intangible assets, net
|
—
|
|
—
|
|
7,160
|
|
(c)
|
7,160
|
|
||||
Total assets
|
$
|
43,272
|
|
$
|
15,819
|
|
$
|
20,275
|
|
|
$
|
79,366
|
|
|
|
|
|
|
|
||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
||||||||
Accounts payable
|
$
|
1,225
|
|
$
|
3,384
|
|
—
|
|
|
$
|
4,609
|
|
|
Accrued liabilities and current portion of long-term liabilities
|
14,187
|
|
1,502
|
|
2,016
|
|
(d)
|
17,705
|
|
||||
Current portion of income taxes payable
|
460
|
|
—
|
|
—
|
|
|
460
|
|
||||
Short-term line of credit
|
—
|
|
5,647
|
|
—
|
|
|
5,647
|
|
||||
Total current liabilities
|
15,872
|
|
10,533
|
|
2,016
|
|
|
28,421
|
|
||||
Convertible debt
|
—
|
|
5,649
|
|
452
|
|
(e)
|
6,101
|
|
||||
Long-term liabilities, net of current portion
|
1,240
|
|
1,984
|
|
(55
|
)
|
(f)
|
3,169
|
|
||||
Income taxes payable, net of current portion
|
1,844
|
|
—
|
|
—
|
|
|
1,844
|
|
||||
Total liabilities
|
18,956
|
|
18,166
|
|
2,413
|
|
|
39,535
|
|
||||
Shareholders’ equity
|
24,316
|
|
(2,347
|
)
|
17,862
|
|
(g)
|
39,831
|
|
||||
Total liabilities and shareholders’ equity
|
$
|
43,272
|
|
$
|
15,819
|
|
$
|
20,275
|
|
|
$
|
79,366
|
|
|
Pixelworks
Three Months Ended
March 31, 2017
|
ViXS
Three Months Ended
April 30, 2017 (Adjusted)
Note 4
|
Pro Forma Adjustments
Note 5
|
|
Pro Forma Combined
|
||||||||
Revenue, net
|
$
|
22,710
|
|
$
|
4,714
|
|
—
|
|
|
$
|
27,424
|
|
|
Cost of revenue (1)
|
10,318
|
|
2,751
|
|
204
|
|
(a)
|
13,273
|
|
||||
Gross profit
|
12,392
|
|
1,963
|
|
(204
|
)
|
|
14,151
|
|
||||
Operating expenses:
|
|
|
|
|
|
||||||||
Research and development (2)
|
4,906
|
|
2,041
|
|
(32
|
)
|
(a)
|
6,915
|
|
||||
Selling, general and administrative (3)
|
4,139
|
|
2,307
|
|
(209
|
)
|
(a)
|
6,237
|
|
||||
Total operating expenses
|
9,045
|
|
4,348
|
|
(241
|
)
|
|
13,152
|
|
||||
Income (loss) from operations
|
3,347
|
|
(2,385
|
)
|
37
|
|
|
999
|
|
||||
Other income (expense):
|
|
|
|
|
|
||||||||
Sale of product line
|
—
|
|
4,786
|
|
—
|
|
|
4,786
|
|
||||
Interest expense and other, net
|
(93
|
)
|
(131
|
)
|
—
|
|
|
(224
|
)
|
||||
Total other income (expense)
|
(93
|
)
|
4,655
|
|
—
|
|
|
4,562
|
|
||||
Income before income taxes
|
3,254
|
|
2,270
|
|
37
|
|
|
5,561
|
|
||||
Provision for income taxes
|
433
|
|
10
|
|
—
|
|
|
443
|
|
||||
Net income
|
$
|
2,821
|
|
$
|
2,260
|
|
$
|
37
|
|
|
$
|
5,118
|
|
Net income per share:
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.10
|
|
$
|
0.03
|
|
|
|
$
|
0.16
|
|
||
Diluted
|
$
|
0.09
|
|
$
|
0.03
|
|
|
|
$
|
0.15
|
|
||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||||
Basic
|
29,283
|
|
73,322
|
|
3,708
|
|
(b)
|
32,991
|
|
||||
Diluted
|
31,146
|
|
73,322
|
|
3,708
|
|
(b)
|
34,854
|
|
||||
——————
|
|
|
|
|
|
||||||||
(1) Includes stock-based compensation
|
$
|
53
|
|
—
|
|
—
|
|
|
$
|
53
|
|
||
(2) Includes stock-based compensation
|
314
|
|
92
|
|
(32
|
)
|
|
374
|
|
||||
(3) Includes stock-based compensation
|
422
|
|
154
|
|
(119
|
)
|
|
457
|
|
|
Pixelworks
Year Ended
December 31,
2016
|
ViXS
Year Ended
January 31,
2017
(Adjusted)
Note 4
|
Pro Forma Adjustments
Note 5
|
|
Pro Forma Combined
|
|||||||
Revenue, net
|
$
|
53,390
|
|
$
|
28,519
|
|
—
|
|
|
$
|
81,909
|
|
Cost of revenue (1)
|
28,322
|
|
18,747
|
|
930
|
|
(a)
|
47,999
|
|
|||
Gross profit
|
25,068
|
|
9,772
|
|
(930
|
)
|
|
33,910
|
|
|||
Operating expenses:
|
|
|
|
|
|
|||||||
Research and development (2)
|
19,036
|
|
14,374
|
|
(113
|
)
|
(a)
|
33,297
|
|
|||
Selling, general and administrative (3)
|
13,770
|
|
8,265
|
|
(146
|
)
|
(a)
|
21,889
|
|
|||
Restructuring
|
2,608
|
|
—
|
|
—
|
|
|
2,608
|
|
|||
Total operating expenses
|
35,414
|
|
22,639
|
|
(259
|
)
|
|
57,794
|
|
|||
Loss from operations
|
(10,346
|
)
|
(12,867
|
)
|
(671
|
)
|
|
(23,884
|
)
|
|||
Interest expense and other, net
|
(406
|
)
|
(518
|
)
|
—
|
|
|
(924
|
)
|
|||
Loss before income taxes
|
(10,752
|
)
|
(13,385
|
)
|
(671
|
)
|
|
(24,808
|
)
|
|||
Provision for income taxes
|
355
|
|
102
|
|
—
|
|
|
457
|
|
|||
Net loss
|
(11,107
|
)
|
(13,487
|
)
|
(671
|
)
|
|
(25,265
|
)
|
|||
Net loss per share:
|
|
|
|
|
|
|||||||
Basic
|
$
|
(0.39
|
)
|
$
|
(0.22
|
)
|
|
|
$
|
(0.79
|
)
|
|
Diluted
|
$
|
(0.39
|
)
|
$
|
(0.22
|
)
|
|
|
$
|
(0.79
|
)
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|||||||
Basic
|
28,276
|
|
62,285
|
|
3,708
|
|
(b)
|
31,984
|
|
|||
Diluted
|
28,276
|
|
62,285
|
|
3,708
|
|
(b)
|
31,984
|
|
|||
——————
|
|
|
|
|
|
|||||||
(1) Includes:
|
|
|
|
|
|
|||||||
Restructuring
|
$
|
1,784
|
|
—
|
|
—
|
|
|
$
|
1,784
|
|
|
Stock-based compensation
|
190
|
|
—
|
|
—
|
|
|
190
|
|
|||
(2) Includes stock-based compensation
|
1,600
|
|
381
|
|
(113
|
)
|
|
1,868
|
|
|||
(3) Includes stock-based compensation
|
872
|
|
776
|
|
(621
|
)
|
|
1,027
|
|
Value of Pixelworks common shares to be issued to ViXS shareholders
|
(1)
|
$
|
16,873
|
|
Value of Pixelworks restricted stock to be issued to holders of ViXS restricted stock units
|
(2)
|
658
|
|
|
Total consideration transferred
|
|
$
|
17,531
|
|
Total preliminary purchase price
|
|
$
|
17,531
|
|
||
Estimated fair value of net tangible assets acquired and liabilities assumed:
|
|
|
||||
Cash and cash equivalents
|
$
|
6,636
|
|
|
||
Accounts receivable
|
2,600
|
|
|
|||
Inventories
|
4,599
|
|
|
|||
Prepaid expenses and other current assets
|
787
|
|
|
|||
Property and equipment
|
2,699
|
|
|
|||
Accounts payable, accrued liabilities and other current liabilities
|
(4,886
|
)
|
|
|||
Revolving bank loan payable
|
(5,647
|
)
|
|
|||
Convertible debentures
|
(6,101
|
)
|
|
|||
Other long-term liabilities
|
(1,929
|
)
|
|
|||
|
|
(1,242
|
)
|
|||
Estimated fair value of identifiable intangible assets acquired:
|
|
|
||||
Developed technology
|
5,600
|
|
|
|||
Customer relationships
|
1,370
|
|
|
|||
Trade name
|
190
|
|
|
|||
|
|
7,160
|
|
|||
Estimated goodwill
|
|
$
|
11,613
|
|
|
Fair Value
|
Estimated Useful Life (Years)
|
||
Developed technology
|
$
|
5,600
|
|
3 - 5
|
Customer relationships
|
1,370
|
|
3 - 5
|
|
Trade name
|
190
|
|
1.5
|
|
ViXS
Unadjusted
IFRS
|
Revenue Recognition
Note 4a
|
Other Income
and Expense
Note 4b
|
Intangible and Other
Assets
Note 4c
|
Fair Value Adjustments
Note 4d
|
ViXS
Adjusted
U.S. GAAP
|
||||||||||||
Revenue, net
|
$
|
4,812
|
|
$
|
(98
|
)
|
—
|
|
—
|
|
—
|
|
$
|
4,714
|
|
|||
Cost of revenue
|
3,286
|
|
(62
|
)
|
—
|
|
(473
|
)
|
—
|
|
2,751
|
|
||||||
Gross profit
|
1,526
|
|
(36
|
)
|
—
|
|
473
|
|
—
|
|
1,963
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||||||||
Research and development
|
2,041
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,041
|
|
||||||
Selling, general and administrative
|
2,261
|
|
(36
|
)
|
82
|
|
—
|
|
—
|
|
2,307
|
|
||||||
Total operating expenses
|
4,302
|
|
(36
|
)
|
82
|
|
—
|
|
—
|
|
4,348
|
|
||||||
Loss from operations
|
(2,776
|
)
|
—
|
|
(82
|
)
|
473
|
|
—
|
|
(2,385
|
)
|
||||||
Other income (expense):
|
|
|
|
|
|
|
||||||||||||
Gain on sale of product line
|
4,786
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,786
|
|
||||||
Interest expense and other income, net
|
(792
|
)
|
—
|
|
82
|
|
(85
|
)
|
664
|
|
(131
|
)
|
||||||
Total other income (expense):
|
3,994
|
|
—
|
|
82
|
|
(85
|
)
|
664
|
|
4,655
|
|
||||||
Income before income taxes
|
1,218
|
|
—
|
|
—
|
|
388
|
|
664
|
|
2,270
|
|
||||||
Provision for income taxes
|
10
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10
|
|
||||||
Net income
|
$
|
1,208
|
|
$
|
—
|
|
$
|
—
|
|
$
|
388
|
|
$
|
664
|
|
$
|
2,260
|
|
Net income per share:
|
|
|
|
|
|
|
||||||||||||
Basic
|
$
|
0.02
|
|
|
|
|
|
$
|
0.03
|
|
||||||||
Diluted
|
$
|
0.02
|
|
|
|
|
|
$
|
0.03
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
||||||||||||
Basic
|
73,322
|
|
|
|
|
|
73,322
|
|
||||||||||
Diluted
|
73,322
|
|
|
|
|
|
73,322
|
|
|
ViXS
Unadjusted
IFRS
|
Revenue Recognition
Note 4a
|
Other Income
and Expense
Note 4b
|
Intangible and Other
Assets
Note 4c
|
Fair Value Adjustments
Note 4d
|
ViXS
Adjusted
U.S. GAAP
|
||||||||||||
Revenue, net
|
$
|
29,513
|
|
$
|
(994
|
)
|
—
|
|
—
|
|
—
|
|
$
|
28,519
|
|
|||
Cost of revenue
|
20,649
|
|
(560
|
)
|
—
|
|
(1,342
|
)
|
—
|
|
18,747
|
|
||||||
Gross profit
|
8,864
|
|
(434
|
)
|
—
|
|
1,342
|
|
—
|
|
9,772
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||||||||
Research and development
|
11,977
|
|
(289
|
)
|
—
|
|
2,686
|
|
—
|
|
14,374
|
|
||||||
Selling, general and administrative
|
8,070
|
|
(145
|
)
|
340
|
|
—
|
|
—
|
|
8,265
|
|
||||||
Total operating expenses
|
20,047
|
|
(434
|
)
|
340
|
|
2,686
|
|
—
|
|
22,639
|
|
||||||
Loss from operations
|
(11,183
|
)
|
—
|
|
(340
|
)
|
(1,344
|
)
|
—
|
|
(12,867
|
)
|
||||||
Interest expense and other income, net
|
329
|
|
—
|
|
340
|
|
(19
|
)
|
(1,168
|
)
|
(518
|
)
|
||||||
Loss before income taxes
|
(10,854
|
)
|
—
|
|
—
|
|
(1,363
|
)
|
(1,168
|
)
|
(13,385
|
)
|
||||||
Provision for income taxes
|
102
|
|
—
|
|
—
|
|
—
|
|
—
|
|
102
|
|
||||||
Net loss
|
$
|
(10,956
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
(1,363
|
)
|
$
|
(1,168
|
)
|
$
|
(13,487
|
)
|
Net loss per share:
|
|
|
|
|
|
|
||||||||||||
Basic
|
$
|
(0.17
|
)
|
|
|
|
|
$
|
(0.22
|
)
|
||||||||
Diluted
|
$
|
(0.17
|
)
|
|
|
|
|
$
|
(0.22
|
)
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
||||||||||||
Basic
|
62,285
|
|
|
|
|
|
62,285
|
|
||||||||||
Diluted
|
62,285
|
|
|
|
|
|
62,285
|
|
|
ViXS
Unadjusted
IFRS
|
Intangible and Other Assets
Note 4c
|
Fair Value
Adjustments
Note 4d
|
ViXS
Adjusted
U.S. GAAP
|
||||||||
ASSETS
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
6,636
|
|
—
|
|
—
|
|
$
|
6,636
|
|
||
Restricted cash
|
125
|
|
—
|
|
—
|
|
125
|
|
||||
Accounts receivable, net
|
2,600
|
|
—
|
|
—
|
|
2,600
|
|
||||
Other amounts receivable
|
486
|
|
—
|
|
—
|
|
486
|
|
||||
Inventories
|
1,576
|
|
—
|
|
—
|
|
1,576
|
|
||||
Prepaid expenses and other current assets
|
412
|
|
(236
|
)
|
—
|
|
176
|
|
||||
Total current assets
|
11,835
|
|
(236
|
)
|
—
|
|
11,599
|
|
||||
Property and equipment, net
|
2,236
|
|
1,984
|
|
—
|
|
4,220
|
|
||||
Other assets, net
|
6,792
|
|
(6,792
|
)
|
—
|
|
—
|
|
||||
Total assets
|
$
|
20,863
|
|
$
|
(5,044
|
)
|
$
|
—
|
|
$
|
15,819
|
|
|
|
|
|
|
||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
||||||||
Accounts payable
|
$
|
3,384
|
|
—
|
|
—
|
|
$
|
3,384
|
|
||
Accrued liabilities and current portion of long-term liabilities
|
—
|
|
842
|
|
—
|
|
842
|
|
||||
Deferred revenue
|
348
|
|
—
|
|
—
|
|
348
|
|
||||
Current portion of repayable government assistance
|
312
|
|
—
|
|
—
|
|
312
|
|
||||
Short-term line of credit
|
5,647
|
|
—
|
|
—
|
|
5,647
|
|
||||
Total current liabilities
|
9,691
|
|
842
|
|
—
|
|
10,533
|
|
||||
Long-term liabilities, net of current portion
|
|
|
|
|
||||||||
Convertible debt
|
5,475
|
|
—
|
|
174
|
|
5,649
|
|
||||
Warrant liability
|
4
|
|
—
|
|
51
|
|
55
|
|
||||
Repayable government assistance, net of current portion
|
853
|
|
—
|
|
—
|
|
853
|
|
||||
Long-term liabilities, net of current portion
|
125
|
|
951
|
|
—
|
|
1,076
|
|
||||
Total liabilities
|
16,148
|
|
1,793
|
|
225
|
|
18,166
|
|
||||
Shareholders’ equity
|
4,715
|
|
(6,837
|
)
|
(225
|
)
|
(2,347
|
)
|
||||
Total liabilities and shareholders’ equity
|
$
|
20,863
|
|
$
|
(5,044
|
)
|
$
|
—
|
|
$
|
15,819
|
|
Elimination of pre-Acquisition ViXS adjusted equity balances
|
$
|
2,347
|
|
Impact of Pixelworks shares and restricted stock units to be issued
|
17,531
|
|
|
Estimated transaction costs
|
(2,016
|
)
|
|
|
$
|
17,862
|
|
Three months ended March 31, 2017:
|
|
Cost of goods sold
|
|
Research and development
|
|
Selling, general and administrative
|
||||||
Elimination of ViXS historical amortization expense
|
|
$
|
(125
|
)
|
|
—
|
|
|
—
|
|
||
Amortization of acquired intangible assets
|
|
329
|
|
|
—
|
|
|
119
|
|
|||
Incremental postcombination stock compensation expense
|
|
—
|
|
|
(32
|
)
|
|
(119
|
)
|
|||
Elimination of transaction costs
|
|
—
|
|
|
—
|
|
|
(209
|
)
|
|||
Pro forma adjustment
|
|
$
|
204
|
|
|
$
|
(32
|
)
|
|
$
|
(209
|
)
|
Year ended December 31, 2016
|
|
Cost of goods sold
|
|
Research and development
|
|
Selling, general and administrative
|
||||||
Elimination of ViXS historical amortization expense
|
|
$
|
(384
|
)
|
|
—
|
|
|
—
|
|
||
Amortization of acquired intangible assets
|
|
1,314
|
|
|
—
|
|
|
475
|
|
|||
Incremental postcombination stock compensation expense
|
|
—
|
|
|
(113
|
)
|
|
(621
|
)
|
|||
Pro forma adjustment
|
|
$
|
930
|
|
|
$
|
(113
|
)
|
|
$
|
(146
|
)
|