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EX-99.1 - EX-99.1 - PIXELWORKS, INC | d474645dex991.htm |
8-K - FORM 8-K - PIXELWORKS, INC | d474645d8k.htm |
Exhibit 99.2
PIXELWORKS, INC. AND VIXS SYSTEMS INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On August 2, 2017, Pixelworks, Inc. (Pixelworks) acquired 100% of the outstanding shares of ViXS Systems Inc. (ViXS) pursuant to an Arrangement Agreement (the Agreement and the Acquisition). The following unaudited pro forma condensed combined financial statements (the Pro Forma Statements) are based on the respective historical consolidated financial statements and the accompanying notes of Pixelworks and ViXS. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2016 and the six months ended June 30, 2017 were prepared to reflect the Acquisition as if it had been completed on January 1, 2016, and the unaudited pro forma condensed combined balance sheet was prepared to reflect the Acquisition as if it had been completed on June 30, 2017.
The Pro Forma Statements, although helpful in illustrating the financial characteristics of the Combined Company under one set of assumptions, do not reflect the benefits of any expected cost savings (or associated costs to achieve such savings), opportunities to earn additional revenue, or other factors that may result from the Acquisition and, accordingly, do not attempt to predict or suggest future results. The Pro Forma Statements also exclude the effects of costs associated with any restructuring or integration activities or asset dispositions resulting from the Acquisition, as they are not currently known, are expected to be non-recurring, and will not have been incurred at the closing date of the Acquisition. However, such costs could affect the Combined Company following the Acquisition in the period the costs are incurred or recorded. As a result, the pro forma financial information is not necessarily indicative of what the Combined Companys financial condition or results of operations would have been had the Acquisition been completed on the applicable dates of this pro forma financial information. In addition, the pro forma financial information does not purport to project the future financial condition of the Combined Company.
The pro forma adjustments are described in the accompanying notes. Pro forma adjustments are those that are directly attributable to the transaction, are factually supported and, with respect to the unaudited pro forma condensed combined statements of operations, are expected to have a continuing effect on the consolidated results of operations of the Combined Company. The pro forma adjustments are based on the preliminary purchase price allocation and managements estimates. Differences between the preliminary and final allocation could have a material effect on the Pro Forma Statements. The actual amounts recorded as of the completion of the Acquisition may differ materially from the information presented in these Pro Forma Statements as a result of several factors, including changes in net assets that may have occurred prior to completion of the Acquisition. Actual allocations will be based on final valuations, appraisals and other analyses of the fair value of the acquired assets and liabilities. The allocation will be finalized after the data necessary to complete the valuations, appraisals and other analyses are obtained and evaluated.
The Pro Forma Statements should be read in conjunction with:
| The accompanying notes to the unaudited pro forma condensed combined financial statements; |
| Pixelworks audited consolidated financial statements and related notes, as well as Managements 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 Managements 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 and six months ended June 30, 2017; |
| ViXS audited consolidated financial statements and related notes, as well as Managements Discussion and Analysis, as at and for the fiscal year ended January 31, 2017; and |
| ViXS unaudited consolidated financial statements and related notes as at and for the three and six months ended July 31, 2017. |
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(In thousands and in U.S. dollars)
Pixelworks June 30, 2017 |
ViXS July 31, 2017 (Adjusted) Note 4 |
Pro Forma Adjustments Note 5 |
Pro Forma Combined |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | 32,246 | $ | 2,595 | $ | | $ | 34,841 | ||||||||||
Accounts receivable, net |
5,676 | 849 | | 6,525 | ||||||||||||||
Inventories |
1,954 | 995 | 2,415 | (a) | 5,364 | |||||||||||||
Prepaid expenses and other current assets |
1,341 | 1,077 | 299 | (b) | 2,717 | |||||||||||||
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Total current assets |
41,217 | 5,516 | 2,714 | 49,447 | ||||||||||||||
Property and equipment, net |
4,636 | 2,502 | (1,539 | ) | (c) | 5,599 | ||||||||||||
Other assets, net |
781 | | | 781 | ||||||||||||||
Goodwill |
| | 18,218 | (d) | 18,218 | |||||||||||||
Intangible assets, net |
| | 6,730 | (d) | 6,730 | |||||||||||||
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Total assets |
$ | 46,634 | $ | 8,018 | $ | 26,123 | $ | 80,775 | ||||||||||
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
$ | 2,516 | $ | 2,334 | $ | | $ | 4,850 | ||||||||||
Accrued liabilities and current portion of long-term liabilities |
13,241 | 1,242 | 2,495 | (e) | 16,978 | |||||||||||||
Current portion of income taxes payable |
989 | | | 989 | ||||||||||||||
Short-term line of credit |
| 4,046 | | 4,046 | ||||||||||||||
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Total current liabilities |
16,746 | 7,622 | 2,495 | 26,863 | ||||||||||||||
Convertible debt |
| 6,850 | | 6,850 | ||||||||||||||
Long-term liabilities, net of current portion |
1,029 | 1,738 | | 2,767 | ||||||||||||||
Income taxes payable, net of current portion |
2,046 | | | 2,046 | ||||||||||||||
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Total liabilities |
19,821 | 16,210 | 2,495 | 38,526 | ||||||||||||||
Shareholders equity |
26,813 | (8,192 | ) | 23,628 | (f) | 42,249 | ||||||||||||
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Total liabilities and shareholders equity |
$ | 46,634 | $ | 8,018 | $ | 26,123 | $ | 80,775 | ||||||||||
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(In thousands, except per share data, and in U.S. dollars)
Pixelworks Six Months Ended June 30, 2017 |
ViXS Six Months Ended July 31, 2017 (Adjusted) Note 4 |
Pro Forma Adjustments Note 5 |
Pro Forma Combined |
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Revenue, net |
$ | 43,431 | $ | 7,446 | $ | | $ | 50,877 | ||||||||||
Cost of revenue (1) |
19,838 | 4,478 | 345 | (a) | 24,661 | |||||||||||||
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Gross profit |
23,593 | 2,968 | (345 | ) | 26,216 | |||||||||||||
Operating expenses: |
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Research and development (2) |
9,407 | 4,379 | (44 | ) | (a) | 13,742 | ||||||||||||
Selling, general and administrative (3) |
8,799 | 4,750 | (1,551 | ) | (a) | 11,998 | ||||||||||||
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Total operating expenses |
18,206 | 9,129 | (1,595 | ) | 25,740 | |||||||||||||
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Income (loss) from operations |
5,387 | (6,161 | ) | 1,250 | 476 | |||||||||||||
Other income (expense): |
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Gain on sale of product line |
| 4,786 | | 4,786 | ||||||||||||||
Interest expense and other, net |
(200 | ) | (373 | ) | | (573 | ) | |||||||||||
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Total other income (expense) |
(200 | ) | 4,413 | | 4,213 | |||||||||||||
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Income before income taxes |
5,187 | (1,748 | ) | 1,250 | 4,689 | |||||||||||||
Provision for income taxes |
1,102 | 118 | | 1,220 | ||||||||||||||
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Net income |
$ | 4,085 | $ | (1,866 | ) | $ | 1,250 | $ | 3,469 | |||||||||
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Net income per share: |
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Basic |
$ | 0.14 | $ | (0.03 | ) | $ | 0.10 | |||||||||||
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Diluted |
$ | 0.13 | $ | (0.03 | ) | $ | 0.10 | |||||||||||
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Weighted average shares outstanding: |
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Basic |
29,526 | 73,597 | 3,708 | (b) | 33,234 | |||||||||||||
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Diluted |
31,601 | 73,597 | 3,708 | (b) | 35,309 | |||||||||||||
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(1) Includes stock-based compensation |
$ | 122 | $ | | $ | | $ | 122 | ||||||||||
(2) Includes stock-based compensation |
676 | 201 | (44 | ) | 833 | |||||||||||||
(3) Includes: |
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Stock-based compensation |
941 | 378 | (308 | ) | 1,011 | |||||||||||||
Acquisition-related costs |
894 | 550 | (1,444 | ) | |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(In thousands, except per share data, and in U.S. dollars)
Pixelworks Year Ended December 31, 2016 |
ViXS Year Ended January 31, 2017 (Adjusted) Note 4 |
Pro Forma Adjustments Note 5 |
Pro Forma Combined |
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Revenue, net |
$ | 53,390 | $ | 28,519 | $ | | $ | 81,909 | ||||||||||
Cost of revenue (1) |
28,322 | 18,747 | 1,070 | (a) | 48,139 | |||||||||||||
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Gross profit |
25,068 | 9,772 | (1,070 | ) | 33,770 | |||||||||||||
Operating expenses: |
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Research and development (2) |
19,036 | 14,332 | (138 | ) | (a) | 33,230 | ||||||||||||
Selling, general and administrative (3) |
13,770 | 8,265 | (261 | ) | (a) | 21,774 | ||||||||||||
Restructuring |
2,608 | | | 2,608 | ||||||||||||||
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Total operating expenses |
35,414 | 22,597 | (399 | ) | 57,612 | |||||||||||||
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Loss from operations |
(10,346 | ) | (12,825 | ) | (671 | ) | (23,842 | ) | ||||||||||
Interest expense and other, net |
(406 | ) | (518 | ) | | (924 | ) | |||||||||||
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Loss before income taxes |
(10,752 | ) | (13,343 | ) | (671 | ) | (24,766 | ) | ||||||||||
Provision for income taxes |
355 | 102 | | 457 | ||||||||||||||
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Net loss |
(11,107 | ) | (13,445 | ) | (671 | ) | (25,223 | ) | ||||||||||
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Net loss per share: |
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Basic |
$ | (0.39 | ) | $ | (0.22 | ) | $ | (0.79 | ) | |||||||||
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Diluted |
$ | (0.39 | ) | $ | (0.22 | ) | $ | (0.79 | ) | |||||||||
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Weighted average shares outstanding: |
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Basic |
28,276 | 62,285 | 3,708 | (b) | 31,984 | |||||||||||||
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Diluted |
28,276 | 62,285 | 3,708 | (b) | 31,984 | |||||||||||||
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(1) Includes: |
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Restructuring |
$ | 1,784 | $ | | $ | | $ | 1,784 | ||||||||||
Stock-based compensation |
190 | | | 190 | ||||||||||||||
(2) Includes stock-based compensation |
1,600 | 381 | (138 | ) | 1,843 | |||||||||||||
(3) Includes stock-based compensation |
872 | 776 | (663 | ) | 985 |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(In thousands, except share and per share data, and in U.S. dollars)
NOTE 1. BASIS OF PRO FORMA PRESENTATION
Description of Transaction
On May 18, 2017, Pixelworks entered into the Agreement to acquire all of the issued and outstanding common shares of ViXS Systems, Inc. The Acquisition closed on August 2, 2017 and Pixelworks issued 3,708,263 shares to holders of ViXS common stock and holders of ViXS restricted stock units that were vested simultaneously with closing. Additionally, all restricted stock units of ViXS which were unvested and outstanding as of the Closing Date were replaced with new grants of restricted share units of Pixelworks common stock.
Fiscal Year Ends
Pixelworks fiscal year ends on December 31, and ViXS fiscal year ends on January 31. Due to the difference in each entitys fiscal year end, the unaudited pro forma consolidated statements of operations are based on (a) Pixelworks audited consolidated statement of operations for the year ended December 31, 2016 and ViXS audited consolidated statement of loss and comprehensive loss for the year ended January 31, 2017, and (b) Pixelworks unaudited consolidated statement of operations for the six months ended June 30, 2017 and ViXS unaudited condensed consolidated statement of loss and comprehensive loss for the six months ended July 31, 2017.
Pro Forma Adjustments and Presentation Adjustments
The Pro Forma Statements were prepared using the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805 Business Combinations (ASC 805) with Pixelworks considered the accounting acquirer of ViXS. Under the acquisition method of accounting, the assets and liabilities of ViXS, as of the effective date of the Acquisition, will be recorded by Pixelworks at their respective fair values and the excess of the Acquisition consideration over the fair value of ViXS net assets will be allocated to goodwill. The unaudited condensed combined statements of operations for the year ended December 31, 2016 and the six months ended June 30, 2017 were prepared to reflect the Acquisition as if it had been completed on January 1, 2016, and the condensed combined balance sheet was prepared to reflect the Acquisition as if it had been completed on June 30, 2017.
Pro forma adjustments are those that are directly attributable to the Acquisition, are factually supported and, with respect to the unaudited pro forma condensed combined statements of operations, are expected to have a continuing effect on consolidated results of operations of the Combined Company. Pro forma adjustments do not include any cost savings from operating efficiencies, synergies, asset dispositions or other restructurings that could result from the Acquisition. The pro forma adjustments have been developed based on managements assumptions and estimates, including assumptions and estimates relating to the consideration paid and the allocation thereof to the assets acquired and liabilities assumed from ViXS based on preliminary estimates of fair value. The final purchase price allocation may differ from that reflected in the Pro Forma Statements. The Pro Forma Statements are provided for illustrative purposes only, and do not purport to represent what the actual consolidated results of operations or the consolidated financial position of the Combined Company would have been had the Acquisition occurred on the applicable dates, nor are they necessarily indicative of future consolidated results of operations or financial position.
ViXS historical consolidated financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board, which differ in certain respects from the accounting principles generally accepted in the United States of America (U.S. GAAP). Pixelworks performed a review of ViXS accounting policies to determine whether any adjustments were necessary to ensure comparability in the pro forma unaudited condensed combined financial statements. As a result of this review, adjustments were made to ViXS historical financial statements to estimate the conversion from IFRS to U.S. GAAP, and certain presentation adjustments were made to ViXS historical financial statements to conform to Pixelworks accounting presentation. Pixelworks continues to review ViXS accounting policies. As a result, additional differences may be identified between the accounting policies of the two companies that, when conformed, could have a material effect on the unaudited pro forma condensed combined financial statements.
NOTE 2. PRELIMINARY ESTIMATED PURCHASE PRICE
The total preliminary estimated purchase price for the transaction is approximately, $16,975, as follows:
Value of Pixelworks common shares issued to ViXS shareholders (1) |
$ | 16,316 | ||
Value of Pixelworks common shares and restricted stock units issued to holders of ViXS restricted stock units (2) |
$ | 659 | ||
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Total consideration transferred |
$ | 16,975 | ||
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(1) Equals 3,586,021 shares issued by Pixelworks multiplied by Pixelworks closing share price on August 2, 2017, of $4.55.
(2) In accordance with applicable accounting guidance, the fair value of replacement equity awards attributable to pre-combination service is recorded as part of the consideration transferred in the Acquisition, while the fair value of replacement awards attributable to post-combination service is recorded separately from the Acquisition and recognized as compensation cost over the remaining post-combination service period. The portion of ViXS equity awards attributable to pre-combination and post-combination service was estimated based on the ratio of the service period rendered as of August 2, 2017 to the total service period. The fair value of awards attributed to pre-combination service was recognized in this component of purchase price. The impact of post-combination compensation costs have been recorded as adjustments to the unaudited pro forma condensed combined statements of operations. The vesting of certain ViXS restricted stock units was accelerated and occurred at closing of the Acquisition. For these equity awards, Pixelworks issued common shares, rather than restricted stock units.
NOTE 3. PRELIMINARY ESTIMATED PURCHASE PRICE ALLOCATION
Under the acquisition method of accounting, the total purchase price is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the date of the Acquisition. The pro forma purchase price allocation below has been developed based on preliminary estimates of fair value using the adjusted historical financial statements of ViXS as of July 31, 2017. Pixelworks has not completed the detailed valuation studies necessary to arrive at the final fair values of ViXS assets and liabilities. Therefore, the following allocation of the purchase price to acquired intangible assets is based on preliminary fair value estimates and subject to final management analysis, with the assistance of third party valuation advisors. The estimated intangible asset values and their useful lives could be affected by a variety of factors that may become known to Pixelworks only upon completion of our analysis.
The preliminary estimated intangible assets consist of developed technology, customer relationships, trade name and backlog. The estimated useful lives range between six months and five years and are detailed in the schedule below. The estimated fair values of the intangibles were based primarily on current estimates of ViXS expected future cash flows and may change as estimates and assumptions are refined. Additional intangible asset classes may be identified as the valuation process continues. A 10% change in the amount allocated to identifiable intangible assets would increase or decrease annual amortization expense by approximately $185.
The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill. The actual amounts recorded when the final valuation is complete may differ materially from the pro forma amounts presented below:
Total preliminary purchase price |
$ | 16,975 | ||||||
Estimated fair value of net tangible assets acquired and liabilities assumed: |
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Cash and cash equivalents |
$ | 2,595 | ||||||
Accounts receivable |
849 | |||||||
Inventories |
3,410 | |||||||
Prepayments and other current assets |
1,376 | |||||||
Property and equipment |
963 | |||||||
Accounts payable, accrued liabilities and other current liabilities |
(4,532 | ) | ||||||
Revolving bank loan payable |
(4,046 | ) | ||||||
Convertible debentures |
(6,850 | ) | ||||||
Other long-term liabilities |
(1,738 | ) | ||||||
(7,973 | ) | |||||||
Estimated fair value of identifiable intangible assets acquired: |
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Developed technology |
5,050 | |||||||
Customer relationships |
1,270 | |||||||
Backlog |
260 | |||||||
Trade name |
150 | |||||||
6,730 | ||||||||
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Estimated goodwill |
$ | 18,218 | ||||||
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Tangible assets acquired
The fair value of tangible assets acquired (with the exception of inventory, property and equipment and production assets) are based on the adjusted historical balance sheet of ViXS as of July 31, 2017, and approximate fair value. The inventory balance incorporates an estimated step-up based on a preliminary valuation. The property and equipment balance incorporates an adjustment down to fair market value based on a preliminary valuation. The production assets have been subsumed into intangible assets in the purchase price allocation. These adjustments are subject to further review by management.
Liabilities assumed
The fair value of liabilities assumed (with the exception of certain contractual payment obligations) are based on the adjusted historical balance sheet of ViXS as of July 31, 2017, and approximate fair value. The payment obligation balances incorporate fair value adjustments. These adjustments are subject to further review by management.
Identifiable intangible assets
The preliminary fair value of the acquired developed technology and backlog were determined based on an income approach using the multi-period excess earnings method. The preliminary value of the acquired customer relationships was determined based on a cost approach. The preliminary fair value of the acquired trade name was determined based on an income approach using the relief from royalty method. These estimates are based on a preliminary valuation and are subject to further review by management. The following table sets forth the components of these intangible assets and their estimated useful lives:
Fair Value | Estimated Useful Life (Years) | |||||
Developed technology |
$ | 5,050 | 3 - 5 | |||
Customer relationships |
1,270 | 3 - 5 | ||||
Trade name |
150 | 1.5 | ||||
Backlog |
260 | 0.5 |
NOTE 4. ADJUSTMENTS TO VIXS FINANCIAL STATEMENTS
The following IFRS to U.S. GAAP and presentation adjustments have been made to ViXS Consolidated Statement of Loss for the six months ending July 31, 2017 to conform to Pixelworks presentation:
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 |
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Revenue, net |
$ | 7,581 | $ | (135 | ) | $ | | $ | | $ | | $ | 7,446 | |||||||||||
Cost of revenue |
5,486 | (62 | ) | | (946 | ) | | 4,478 | ||||||||||||||||
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Gross profit |
2,095 | (73 | ) | | 946 | | 2,968 | |||||||||||||||||
Operating expenses: |
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Research and development |
4,267 | | | 112 | | 4,379 | ||||||||||||||||||
Selling, general and administrative |
4,740 | (73 | ) | 83 | | | 4,750 | |||||||||||||||||
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Total operating expenses |
9,007 | (73 | ) | 83 | 112 | | 9,129 | |||||||||||||||||
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Loss from operations |
(6,912 | ) | | (83 | ) | 834 | | (6,161 | ) | |||||||||||||||
Other income (expense): |
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Gain on sale of product line |
4,786 | | | | | 4,786 | ||||||||||||||||||
Interest expense and other income, net |
(2,383 | ) | | 83 | (108 | ) | 2,035 | (373 | ) | |||||||||||||||
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Total other income (expense): |
2,403 | | 83 | (108 | ) | 2,035 | 4,413 | |||||||||||||||||
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Income before income taxes |
(4,509 | ) | | | 726 | 2,035 | (1,748 | ) | ||||||||||||||||
Provision for income taxes |
118 | | | | | 118 | ||||||||||||||||||
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Net income |
$ | (4,627 | ) | $ | | $ | | $ | 726 | $ | 2,035 | $ | (1,866 | ) | ||||||||||
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Net income per share: |
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Basic |
$ | (0.06 | ) | $ | (0.03 | ) | ||||||||||||||||||
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Diluted |
$ | (0.06 | ) | $ | (0.03 | ) | ||||||||||||||||||
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Weighted average shares outstanding: |
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Basic |
73,597 | 73,597 | ||||||||||||||||||||||
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Diluted |
73,597 | 73,597 | ||||||||||||||||||||||
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The following IFRS to U.S. GAAP and reclassification adjustments have been made to ViXS Consolidated Statement of Loss for the year ended January 31, 2017 to conform to Pixelworks presentation:
Other | Intangible | |||||||||||||||||||||||
ViXS | Revenue | Income | and Other | Fair Value | ViXS | |||||||||||||||||||
Unadjusted | Recognition | and Expense | Assets | Adjustments | Adjusted | |||||||||||||||||||
IFRS | Note 4a | Note 4b | Note 4c | Note 4d | U.S. GAAP | |||||||||||||||||||
Revenue, net |
$ | 29,513 | $ | (994 | ) | $ | | $ | | $ | | $ | 28,519 | |||||||||||
Cost of revenue |
20,649 | (560 | ) | | (1,342 | ) | | 18,747 | ||||||||||||||||
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Gross profit |
8,864 | (434 | ) | | 1,342 | | 9,772 | |||||||||||||||||
Operating expenses: |
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Research and development |
11,977 | (289 | ) | | 2,644 | | 14,332 | |||||||||||||||||
Selling, general and administrative |
8,070 | (145 | ) | 340 | | | 8,265 | |||||||||||||||||
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Total operating expenses |
20,047 | (434 | ) | 340 | 2,644 | | 22,597 | |||||||||||||||||
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Loss from operations |
(11,183 | ) | | (340 | ) | (1,302 | ) | | (12,825 | ) | ||||||||||||||
Interest expense and other income, net |
329 | | 340 | (19 | ) | (1,168 | ) | (518 | ) | |||||||||||||||
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Loss before income taxes |
(10,854 | ) | | | (1,321 | ) | (1,168 | ) | (13,343 | ) | ||||||||||||||
Provision for income taxes |
102 | | | | | 102 | ||||||||||||||||||
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Net loss |
$ | (10,956 | ) | $ | | $ | | $ | (1,321 | ) | $ | (1,168 | ) | $ | (13,445 | ) | ||||||||
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Net loss per share: |
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Basic |
$ | (0.17 | ) | $ | (0.22 | ) | ||||||||||||||||||
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Diluted |
$ | (0.17 | ) | $ | (0.22 | ) | ||||||||||||||||||
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Weighted average shares outstanding: |
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Basic |
62,285 | 62,285 | ||||||||||||||||||||||
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Diluted |
62,285 | 62,285 | ||||||||||||||||||||||
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The following IFRS to U.S. GAAP adjustments and reclassification adjustments have been made to ViXS July 31, 2017 Balance Sheet to conform to Pixelworks presentation:
Intangible | ||||||||||||
ViXS | and Other | ViXS | ||||||||||
Unadjusted | Assets | Adjusted | ||||||||||
IFRS | Note 4c | U.S. GAAP | ||||||||||
ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | 2,595 | $ | | $ | 2,595 | ||||||
Restricted cash |
125 | | 125 | |||||||||
Accounts receivable, net |
849 | | 849 | |||||||||
Other amounts receivable |
530 | | 530 | |||||||||
Inventories |
995 | | 995 | |||||||||
Prepaid expenses and other current assets |
723 | (301 | ) | 422 | ||||||||
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Total current assets |
5,817 | (301 | ) | 5,516 | ||||||||
Property and equipment, net |
2,022 | 480 | 2,502 | |||||||||
Other assets, net |
6,047 | (6,047 | ) | | ||||||||
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Total assets |
$ | 13,886 | $ | (5,868 | ) | $ | 8,018 | |||||
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
$ | 2,334 | $ | | $ | 2,334 | ||||||
Accrued liabilities and current portion of long-term liabilities |
| 796 | 796 | |||||||||
Deferred revenue |
257 | | 257 | |||||||||
Current portion of repayable government assistance |
189 | | 189 | |||||||||
Short-term line of credit |
4,046 | | 4,046 | |||||||||
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Total current liabilities |
6,826 | 796 | 7,622 | |||||||||
Long-term liabilities, net of current portion |
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Convertible debt |
6,850 | | 6,850 | |||||||||
Warrant liability |
| | | |||||||||
Repayable government assistance, net of current portion |
930 | | 930 | |||||||||
Long-term liabilities, net of current portion |
94 | 714 | 808 | |||||||||
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Total liabilities |
14,700 | 1,510 | 16,210 | |||||||||
Shareholders equity |
(814 | ) | (7,378 | ) | (8,192 | ) | ||||||
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Total liabilities and shareholders equity |
$ | 13,886 | $ | (5,868 | ) | $ | 8,018 | |||||
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The financial information above illustrates the impact of estimated adjustments to ViXS financial statements prepared in accordance with IFRS in order to present them on a basis consistent with Pixelworks accounting presentation and policies under U.S. GAAP. These adjustments reflect Pixelworks best estimates based upon the information currently available, and are subject to change once more detailed information is obtained.
4a. | Revenue recognition |
This adjustment conforms ViXS revenue recognition for development agreements and sales through distributors to Pixelworks policy and U.S. GAAP.
4b. | Other income and expense |
This adjustment conforms ViXS presentation of foreign currency transaction gains and losses and certain financing and tax expenses to Pixelworks policy and U.S. GAAP.
4c. | Intangible and other assets |
This adjustment conforms ViXS accounting for licensed third party intellectual property and licensed software tools to Pixelworks policy and U.S. GAAP.
4d. | Fair value adjustments |
ViXS recorded its convertible debt, and the derivatives embedded in the debt, at fair value through adjustments to its statement of operations. After the closing date of the Acquisition, Pixelworks will record fair value adjustments only on certain of the embedded derivatives. This adjustment eliminates ViXS historical fair value adjustment, but does not attempt to estimate the amount of the adjustment that would have been booked by Pixelworks. It is impractical to derive such an estimate, and such adjustment would not be reflective of the results of business operations, nor would it have a continuing effect on the combined operating results.
NOTE 5. | UNAUDITED PRO FORMA ADJUSTMENTS |
The following is a description of the unaudited pro forma adjustments reflected in the Pro Forma Statements:
Balance Sheet
a. | Inventories |
The pro forma adjustment of $2,415 reflects the step-up in value of ViXS work-in-process and finished goods inventory to fair value. The increased valuation of the inventory will increase cost of goods sold as the acquired inventory is sold after the closing date of the Acquisition. There is no continuing effect of the acquired inventory adjustment on the combined operating results and, as such, this adjustment is not included in the unaudited pro forma condensed combined statements of operations.
The fair value of work-in-process inventory is equal to the estimated selling price less the sum of (a) costs to complete the manufacturing process, (b) costs of selling effort, and (c) a reasonable profit margin for completion of the manufacturing process and selling effort. The fair value of finished goods inventory is equal to the estimated selling price less the sum of (a) costs of selling effort, and (b) a reasonable profit margin for the selling effort.
b. | Prepaid expenses and other current assets |
The pro forma adjustment of $299 reflects the fair value of contract costs ViXS incurred prior to the close of the Acquisition which will be recognized by the Combined Company upon completion of the contract.
c. | Property and equipment |
The pro forma adjustment of ($1,539) reflects the elimination of production assets on ViXS balance sheet that are subsumed into the acquired developed technology intangible asset in the purchase price allocation, plus a fair value adjustment on other tangible property and equipment.
d. | Goodwill and other intangible assets |
See Note 3 for estimated allocation of purchase price to goodwill and other intangible assets. The pro forma purchase price allocation is preliminary as final valuation procedures have not yet been completed, and therefore the final valuation could differ significantly from the current estimate. The pro forma presentation assumes that the historical values of ViXS tangible assets (with the exception of inventory, property and equipment and production assets) and liabilities (with the exception of certain contractual payment obligations) as of July 31, 2017 approximate fair value. Inventory incorporates an estimated fair value step-up based upon a preliminary valuation, and property and equipment and contractual payment obligations incorporate adjustments to estimated fair value. Additionally, the allocation of the purchase price to acquired intangible assets is preliminary and subject to the final outcome of managements analysis to be conducted with the assistance of valuation advisors. The residual amount of the purchase price has been allocated to goodwill. The actual amount recorded when the valuation is finalized may differ materially from the pro forma presentation herein.
e. | Accrued liabilities and current portion of long-term liabilities |
The pro forma accrued liabilities include an adjustment of $2,495 reflecting the estimated unpaid non-recurring merger-related costs (that are not reflected in the historical financial statements of either Pixelworks or ViXS) such as legal fees, fairness opinion fees, accounting fees, valuation fees and other expenses associated with the Acquisition, which Pixelworks and ViXS expect to incur. While presented in the unaudited pro forma condensed combined balance sheet, these costs have been excluded from the unaudited pro forma condensed combined statements of operations as there is no continuing effect of such costs.
f. | Shareholders equity |
The historical shareholders equity of ViXS will be eliminated at closing of the Acquisition. Pixelworks issued approximately $16,316 of common stock as part of the purchase consideration, and estimates the value of replacement restricted stock, and shares issued to holders of accelerated restricted stock units, to be $659. Refer to Note 2 for a discussion of the determination of the estimated preliminary purchase price which includes how the common stock and restricted stock awards to be issued were valued.
The calculation of the pro forma adjustment to total shareholders equity is as follows:
Elimination of pre-Acquisition ViXS adjusted equity balances |
$ | 8,192 | ||
Impact of Pixelworks shares and restricted stock units to be issued |
16,975 | |||
Estimated transaction costs |
(1,539 | ) | ||
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$23,628 | ||||
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Statements of Operations
a. | Cost of goods sold, Research and development, and Selling, general and administrative |
The pro forma adjustments reflect the elimination of ViXS historical amortization expense, amortization of acquired intangibles, recognition of post combination stock compensation expense, and elimination of Acquisition related transaction costs. Acquisition related transaction costs are eliminated in the Pro Forma Condensed Combined Statements of Operations as they have no continuing impact on the combined results of operations. Detail of these adjustments is as follows:
Selling, | ||||||||||||
Cost of goods | Research and | general and | ||||||||||
Six months ended June 30, 2017 |
Sold | development | administrative | |||||||||
Elimination of ViXS historical amortization expense |
$ | (252 | ) | $ | | $ | | |||||
Amortization of acquired intangible assets |
597 | | 201 | |||||||||
Incremental postcombination stock compensation expense |
| (44 | ) | (308 | ) | |||||||
Elimination of transaction costs |
| | (1,444 | ) | ||||||||
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|
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Pro forma adjustment |
$ | 345 | $ | (44 | ) | $ | (1,551 | ) | ||||
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Selling, | ||||||||||||
Cost of goods | Research and | general and | ||||||||||
Year ended December 31, 2016 |
Sold | development | administrative | |||||||||
Elimination of ViXS historical amortization expense |
$ | (384 | ) | $ | | $ | | |||||
Amortization of acquired intangible assets |
1,454 | | 402 | |||||||||
Incremental postcombination stock compensation expense |
| (138 | ) | (663 | ) | |||||||
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|
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|
|
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Pro forma adjustment |
$ | 1,070 | $ | (138 | ) | $ | (261 | ) | ||||
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|
b. | Basic and diluted shares |
The pro forma adjustment reflects the estimated number of shares Pixelworks issued in exchange for ViXS common shares and ViXS vested restricted stock units outstanding at the close of the Acquisition.