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.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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PXLW
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The Nasdaq Global Market
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(d)
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Exhibits.
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PIXELWORKS, INC.
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(Registrant)
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Dated:
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April 30, 2020
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/s/ Elias N. Nader
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Elias N. Nader
Vice President and Chief Financial
Officer
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SBA Loan No.
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2197787203
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SBA Loan Name
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Borrower Legal Name
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PIXELWORKS INC
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DBA
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Date
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4/25/2020
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Loan Amount
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$796,262
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Interest Rate
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1.0% per annum
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Borrower
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PIXELWORKS INC
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Operating Company
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Not applicable
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Lender
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Silicon Valley Bank
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3.
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PAYMENT TERMS: Borrower must make all payments at the place Lender designates. The payment terms for this Note are:
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B.
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No Payments During Deferral Period. There shall be no payments due by Borrower during the six-month period beginning on the date of this Note (the “Deferral Period”). However, during the Deferral Period interest will accrue at the Interest Rate on the unpaid principal balance computed on the basis of the actual number of days elapsed in a year of 360 days.
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C.
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Principal and Interest Payments. Commencing one month after the expiration of the Deferral Period, and continuing on the same day of each month thereafter until the Maturity Date, Borrower shall pay to Lender monthly payments of principal and interest, each in such equal amount required to fully amortize the principal amount outstanding on the Note on the last day of the Deferral Period by the Maturity Date.
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D.
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Maturity Date. On the date which is twenty-four (24) months from the date of this Note (the “Maturity Date”), Borrower shall pay to Lender any and all unpaid principal plus accrued and unpaid interest plus interest accrued during the Deferral Period. This Note will mature on the Maturity Date.
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E.
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Not a Business Day. If any payment is due on a date for which there is no numerical equivalent in a particular calendar month then it shall be due on the last day of such month. If any payment is due on a day that is a Saturday, Sunday or any other day on which California chartered banks are authorized to be closed, the payment will be made on the next business day.
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F.
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Payment Allocation. Payments shall be allocated among principal and interest at the discretion of Lender unless otherwise agreed or required by applicable law (including the CARES Act). Notwithstanding, in the event the Loan, or any portion thereof, is forgiven pursuant to the Paycheck Protection Program under the federal CARES Act, the amount so forgiven shall be applied to principal.
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F.
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Prepayments. Borrower may prepay this Note at any time without payment of any penalty or premium.
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1.
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Current economic uncertainty makes this Loan necessary to support the ongoing operations of Borrower.
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2.
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Loan funds will be used by Borrower to retain its workers and maintain its payroll or make its mortgage payments, lease payments, and utility payments.
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3.
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For the period beginning on February 15, 2020 and ending on December 31, 2020, Borrower did not receive, and agrees it will not apply for or receive, another loan under the Paycheck Protection Program.
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4.
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Borrower was in operation on February 15, 2020 and (i) had employees for whom it paid salaries and payroll taxes or (ii) paid independent contractors as reported on a 1099-Misc.
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5.
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Borrower has reviewed and understands Sections 1102 and 1106 of the CARES Act and the related guidelines and has completed the Application, including Borrower’s eligibility in conformity with those provisions.
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6.
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Borrower has taken its “affiliates” (as defined by the SBA) into account when determining the number of employees and the total amount of loans permitted under the Paycheck Protection Program.
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7.
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Borrower is a small business concern or is otherwise eligible to receive a covered loan.
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8.
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The person who has completed and signed the application, this Note and the Loan Documents has been validly authorized by Borrower to enter into borrowings on behalf of Borrower.
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1.
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The Loan will be made under the SBA’s Paycheck Protection Program. Accordingly, this Note and the other Loan Documents must be submitted to and approved by the SBA. There is limited funding available under the Paycheck Protection Program and accordingly, all applications submitted will not be approved by the SBA.
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2.
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Lender is participating in the Payroll Protection Program to help businesses impacted by the economic impact from COVID-19. However, Lender anticipates high volumes and there may be processing delays and system failures along with other issues that interfere with submission of Borrower’s application to SBA. Lender does not represent or guarantee that it will submit the application while SBA funding remains available under the Payroll Protection Program or at all. Borrower hereby agrees that Lender is not responsible or liable to Borrower or any of its affiliates (i) if the Lender does not submit Borrower’s application to the SBA until after the date that SBA stops approving applications under the Paycheck Protection Program, for any reason or (ii) if the application is not processed by Lender. Borrower forever releases and waives any claims against Lender, its affiliates and their respective directors, officers, agents and employees concerning failure to obtain the Loan. This release and waiver applies to, but is not limited to, any claims concerning Lender’s (i) pace, manner or systems for processing or prioritizing applications, or (ii) representations by Lender regarding the application process, the Paycheck Protection Program, or availability of funding. This agreement to release and waiver supersedes any prior communications, understandings, agreements or communications on the issues set forth herein.
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3.
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Forgiveness of the Loan is only available for principal that is used for the limited purposes that expressly qualify for forgiveness under SBA requirements, and that to obtain forgiveness, Borrower must request forgiveness from the Lender, provide documentation in accordance with the SBA requirements, and certify that the amounts Borrower is requesting to be forgiven qualify under those requirements. Borrower also understands that Borrower shall remain responsible under the Loan for any amounts not forgiven, and that interest payable under the Loan will not be forgiven, but that the SBA may pay the Loan interest on forgiven amounts.
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4.
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Forgiveness of the Loan is not automatic and Borrower must request forgiveness of the Loan from Lender. Borrower is not relying on Lender for its understanding of the requirements for forgiveness such as eligible expenditures, necessary records/documentation, or possible reductions due to changes in number of employees or compensation. Borrower agrees that will consult the SBA’s program materials and consult with its own counsel regarding the criteria forgiveness.
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5.
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The Loan Documents are subject to review, and Borrower may not receive the Loan. The Loan also remains subject to availability of funds under the SBA’s Payment Protection Program, and to the SBA issuing an SBA loan number.
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6.
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Borrower's liability under this Note will continue with respect to any amounts SBA may pay Bank based on an SBA guarantee of this Note. Any agreement with Bank under which SBA may guarantee this Note does not create any third party rights or benefits for Borrower and, if SBA pays
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7.
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Lender reserves the right to modify the Note Amount based on documentation received from Borrower.
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8.
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Borrower’s execution of this Note has been duly authorized by all necessary actions of its governing body. The person signing this Note is duly authorized to do so on behalf of Borrower.
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9.
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This Note shall not be governed by any existing or future credit agreement or loan agreement with Lender. The liabilities guaranteed pursuant to any existing or future guaranty in favor of Lender shall not include this Note. The liabilities secured by any existing or future security instrument in favor of Lender shall not include the Loan.
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10.
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The proceeds of the Loan will be used to retain workers and maintain payroll or make mortgage interest payments, lease payments, and utility payments, as specified under the Paycheck Protection Program Rule. Borrower understands that if the funds are knowingly used for unauthorized purposes, the federal government may hold Borrower legally liable, such as for charges of fraud.
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A.
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Fails to do anything required by this Note and other Loan Documents;
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B.
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Defaults on any other loan with Lender;
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C.
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Does not preserve, or account to Lender’s satisfaction for, any of the Collateral or its proceeds;
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D.
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Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;
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E.
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Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;
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F.
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Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower’s ability to pay this Note;
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G.
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Fails to pay any taxes when due;
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H.
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Becomes the subject of a proceeding under any bankruptcy or insolvency law;
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I.
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Has a receiver or liquidator appointed for any part of their business or property;
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J.
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Makes an assignment for the benefit of creditors;
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K.
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Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower’s ability to pay this Note;
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L.
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Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender’s prior written consent; or
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M.
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Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower’s ability to pay this Note.
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A.
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Require immediate payment of all amounts owing under this Note;
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B.
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Collect all amounts owing from any Borrower or Guarantor;
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C.
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File suit and obtain judgment.
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D.
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Take possession of any Collateral; or
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E.
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Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement.
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A.
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Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses;
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B.
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Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document, and preserve or dispose of the Collateral. Among other things, the expenses may include payments for property taxes, prior liens, insurance, appraisals, environmental remediation costs, an reasonable attorney’s fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance;
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C.
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Release anyone obligated to pay this Note;
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D.
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Compromise, release, renew, extend or substitute any of the Collateral; and
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E.
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Take any action necessary to protect the Collateral or collect amounts owing on this Note.
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A.
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All individuals and entities signing this Note are jointly and severally liable.
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B.
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Borrower waives all suretyship defenses.
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C.
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Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender’s liens on Collateral.
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D.
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Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.
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E.
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Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.
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E.
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If any part of this Note is unenforceable, all other parts remain in effect.
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F.
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To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not obtain the fair market value of Collateral at a sale.
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BORROWER:
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By:
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/s/ Haley Green
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Name:
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Haley Green
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Title:
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Authorized Signer
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Date:
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4/25/2020
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•
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Mobile revenue increased 64% year-over-year, driven by shipments of 5th generation visual processors and Soft Iris solutions in support of a growing number of newly launched smartphones
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•
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Implemented cost containment measures in proactive response to COVID-19 pandemic, reducing cash operating expenses by more than 10% from the midpoint of guidance while retaining 100% of employees
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Secured additional liquidity by drawing down $5.2 million from existing line of credit to end quarter with $20.4 million in cash, cash equivalents and short-term investments
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Announced new collaboration with Qualcomm to integrate OTA local TV with 5G broadband video solutions
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Black Shark incorporated Iris visual processor in newly launched gaming smartphones, the Black Shark 3 and Black Shark 3 Pro
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OPPO launched Find X2 and Find X2 Pro smartphones, the first to feature 120 Hz variable refresh rate displays enabled by Pixelworks’ 5th generation visual processor and optimization software
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HMD Global launched Nokia 8.3 5G smartphone with PureDisplay technology powered by Pixelworks
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Extended partnership with TCL Communication, resulting in development and launch of the TCL 10 Pro, TCL 10L and TCL 10 5G smartphones
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OnePlus 8 and OnePlus 8 Pro smartphones launched featuring 120 Hz Fluid Displays leveraging Pixelworks’ 5th generation visual processor and optimization software
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PIXELWORKS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
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||||||||||||
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Three Months Ended
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||||||||||
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March 31,
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December 31,
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March 31,
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||||||
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2020
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2019
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2019
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||||||
Revenue, net
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$
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13,774
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$
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16,023
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$
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16,648
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Cost of revenue (1)
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6,999
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8,723
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8,176
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Gross profit
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6,775
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7,300
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8,472
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Operating expenses:
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||||||
Research and development (2)
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6,267
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6,724
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6,472
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Selling, general and administrative (3)
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5,193
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5,474
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5,460
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Restructuring
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592
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—
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—
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Total operating expenses
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12,052
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12,198
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11,932
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Loss from operations
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(5,277
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)
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(4,898
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)
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(3,460
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)
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Interest income and other, net
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|
54
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324
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96
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Gain on sale of patents
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—
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—
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3,905
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Total other income, net
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54
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|
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324
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4,001
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Income (loss) before income taxes
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(5,223
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)
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(4,574
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)
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|
541
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Provision (benefit) for income taxes
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176
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|
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(118
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)
|
|
408
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|
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Net income (loss)
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$
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(5,399
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)
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$
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(4,456
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)
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$
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133
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Net income (loss) per share:
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|
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||||||
Basic
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$
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(0.14
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)
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$
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(0.12
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)
|
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$
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0.00
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Diluted
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$
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(0.14
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)
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$
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(0.12
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)
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$
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0.00
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Weighted average shares outstanding:
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||||||
Basic
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38,868
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38,370
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37,247
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Diluted
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38,868
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38,370
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38,692
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|
|||
——————
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||||||
(1) Includes:
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|
|
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|
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||||||
Amortization of acquired intangible assets
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298
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|
|
298
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|
|
298
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|
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Stock-based compensation
|
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101
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|
|
100
|
|
|
95
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|
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Inventory step-up and backlog amortization
|
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—
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|
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—
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|
|
12
|
|
|||
(2) Includes stock-based compensation
|
|
648
|
|
|
611
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|
|
661
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|
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(3) Includes:
|
|
|
|
|
|
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||||||
Stock-based compensation
|
|
1,073
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|
|
1,086
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|
|
933
|
|
|||
Amortization of acquired intangible assets
|
|
76
|
|
|
76
|
|
|
84
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|
PIXELWORKS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
|
|||||||
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March 31,
2020 |
|
December 31,
2019 |
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ASSETS
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|
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Current assets:
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Cash and cash equivalents
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$
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17,933
|
|
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$
|
7,257
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Short-term marketable securities
|
2,484
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|
|
6,975
|
|
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Accounts receivable, net
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8,850
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|
|
10,915
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|
||
Inventories
|
4,540
|
|
|
5,401
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||
Prepaid expenses and other current assets
|
2,067
|
|
|
1,689
|
|
||
Total current assets
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35,874
|
|
|
32,237
|
|
||
Property and equipment, net
|
5,284
|
|
|
4,608
|
|
||
Operating lease right of use assets
|
7,494
|
|
|
5,434
|
|
||
Other assets, net
|
1,355
|
|
|
1,267
|
|
||
Acquired intangible assets, net
|
2,329
|
|
|
2,704
|
|
||
Goodwill
|
18,407
|
|
|
18,407
|
|
||
Total assets
|
$
|
70,743
|
|
|
$
|
64,657
|
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LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
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|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
2,297
|
|
|
$
|
818
|
|
Accrued liabilities and current portion of long-term liabilities
|
9,412
|
|
|
8,692
|
|
||
Short-term line of credit
|
5,157
|
|
|
—
|
|
||
Current portion of income taxes payable
|
200
|
|
|
164
|
|
||
Total current liabilities
|
17,066
|
|
|
9,674
|
|
||
Long-term liabilities, net of current portion
|
1,579
|
|
|
982
|
|
||
Operating lease liabilities, net of current portion
|
5,567
|
|
|
4,212
|
|
||
Income taxes payable, net of current portion
|
2,260
|
|
|
2,260
|
|
||
Total liabilities
|
26,472
|
|
|
17,128
|
|
||
Shareholders’ equity
|
44,271
|
|
|
47,529
|
|
||
Total liabilities and shareholders’ equity
|
$
|
70,743
|
|
|
$
|
64,657
|
|
•
|
Elias and I have both taken a 10% reduction in our base salary
|
•
|
The executive staff has agreed to a salary reduction of 10% in exchange for Restricted Stock Units (RSUs)
|
•
|
The Executive Bonus program for 2020 was eliminated. All other bonus and sales incentive programs remain in place
|
•
|
The Board of Directors have agreed to receive RSUs in lieu of cash director fees for full year 2020
|
•
|
Annual Merit increases for all employees will be delayed by one quarter
|
•
|
All new hiring has been temporarily put on hold, with the exception of a few critical open requisites
|
•
|
With the exception of critical customer-related travel within China, all corporate travel has been suspended
|
•
|
We extended the program offered to senior management to exchange up to 10% of quarterly base salary for RSU’s to the rest of the organization, and the program was well received with 55% of employees participating.
|
•
|
Revenue from Digital Projector was approximately $8.0 million.
|
•
|
Video Delivery revenue was approximately $3.2 million.
|
•
|
Revenue from Mobile was approximately $2.6 million, comprised largely of sales of our Iris visual processors and Soft Iris solutions.
|