Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 10, 2017 | |
Entity Information [Line Items] | ||
Entity Registrant Name | Pixelworks, Inc. | |
Entity Central Index Key | 1,040,161 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 34,251,900 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 26,329 | $ 19,622 |
Accounts receivable, net | 5,084 | 3,118 |
Inventories | 5,058 | 2,803 |
Prepaid expenses and other current assets | 2,191 | 736 |
Total current assets | 38,662 | 26,279 |
Property and equipment, net | 6,271 | 3,793 |
Other assets, net | 1,111 | 785 |
Acquired intangible assets, net | 6,414 | 0 |
Goodwill | 18,021 | 0 |
Total assets | 70,479 | 30,857 |
Current liabilities: | ||
Accounts payable | 2,611 | 1,734 |
Accrued liabilities and current portion of long-term liabilities | 16,199 | 7,860 |
Current portion of income taxes payable | 763 | 140 |
Total current liabilities | 19,573 | 9,734 |
Long-term liabilities, net of current portion | 2,227 | 194 |
Convertible debt | 5,761 | 0 |
Income taxes payable, net of current portion | 2,223 | 1,880 |
Total liabilities | 29,784 | 11,808 |
Commitments and contingencies (Note 13) | ||
Shareholders’ equity: | ||
Preferred stock | 0 | 0 |
Common stock | 416,607 | 394,296 |
Accumulated other comprehensive income | 10 | 10 |
Accumulated deficit | (375,922) | (375,257) |
Total shareholders’ equity | 40,695 | 19,049 |
Total liabilities and shareholders’ equity | $ 70,479 | $ 30,857 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Income Statement [Abstract] | |||||
Revenue, net | [1] | $ 18,758 | $ 13,656 | $ 62,189 | $ 37,403 |
Cost of revenue | [2] | 9,747 | 7,099 | 29,585 | 20,839 |
Gross profit | 9,011 | 6,557 | 32,604 | 16,564 | |
Operating expenses: | |||||
Research and development | [3] | 5,325 | 4,442 | 14,732 | 14,621 |
Selling, general and administrative | [4] | 6,583 | 3,072 | 15,382 | 10,117 |
Restructuring | 1,481 | 3 | 1,481 | 2,608 | |
Total operating expenses | 13,389 | 7,517 | 31,595 | 27,346 | |
Income (loss) from operations | (4,378) | (960) | 1,009 | (10,782) | |
Interest expense and other, net | [5] | (528) | (99) | (728) | (305) |
Income (loss) before income taxes | (4,906) | (1,059) | 281 | (11,087) | |
Provision (benefit) for income taxes | (200) | 183 | 902 | 357 | |
Net loss | $ (4,706) | $ (1,242) | $ (621) | $ (11,444) | |
Net loss per share - basic and diluted | $ (0.14) | $ (0.04) | $ (0.02) | $ (0.41) | |
Weighted average shares outstanding - basic and diluted | 32,552 | 28,313 | 30,545 | 28,139 | |
[1] | Includes amortization of deferred revenue fair value adjustment25 — 25 — | ||||
[2] | Includes: Inventory step-up and backlog amortization1,016 0 1,016 —Amortization of acquired intangible assets199 0 199 —Stock-based compensation57 49 179 139Restructuring— 27 — 1,777 | ||||
[3] | Includes: Stock-based compensation445 401 1,121 1,222 | ||||
[4] | Includes: Acquisition-related costs1,611 — 2,505 —Stock-based compensation855 334 1,796 495Amortization of acquired intangible assets67 — 67 — | ||||
[5] | Includes: Fair value adjustment on convertible debt conversion option122 — 122 —Discount accretion on convertible debt fair value72 — 72 — |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Inventory step-up and backlog amortization | $ 1,016 | $ 0 | ||
Amortization of acquired intangible assets | $ 316 | 266 | 0 | |
Fair value adjustment on convertible debt conversion option | 122 | $ 0 | 122 | 0 |
Discount accretion on convertible debt fair value | 72 | 0 | 72 | 0 |
Revenue, net | ||||
Amortization of deferred revenue fair value adjustment | 25 | 0 | 25 | 0 |
Cost of revenue | ||||
Inventory step-up and backlog amortization | 1,016 | 0 | 1,016 | 0 |
Amortization of acquired intangible assets | 249 | |||
Stock-based compensation | 57 | 49 | 179 | 139 |
Restructuring | 0 | 27 | 0 | 1,777 |
Cost of revenue | Acquired intangible assets | ||||
Amortization of acquired intangible assets | 199 | 0 | 199 | 0 |
Research and development | ||||
Stock-based compensation | 445 | 401 | 1,121 | 1,222 |
Selling, general and administrative | ||||
Amortization of acquired intangible assets | 67 | 0 | 67 | 0 |
Stock-based compensation | 855 | 334 | 1,796 | 495 |
Acquisition-related costs | 1,611 | 0 | 2,505 | 0 |
Interest expense and other, net | ||||
Fair value adjustment on convertible debt conversion option | 122 | 0 | 122 | 0 |
Discount accretion on convertible debt fair value | $ 72 | $ 0 | $ 72 | $ 0 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (621) | $ (11,444) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Stock-based compensation | 3,096 | 1,856 |
Depreciation and amortization | 2,714 | 2,638 |
Inventory step-up and backlog amortization | 1,016 | 0 |
Amortization of acquired intangible assets | 266 | 0 |
Reversal of uncertain tax positions | (191) | (170) |
Fair value adjustment on convertible debt conversion option | 122 | 0 |
Discount accretion on convertible debt fair value | 72 | 0 |
Write off of certain assets to restructuring | 0 | 1,744 |
Other | 106 | 47 |
Changes in operating assets and liabilities, net of acquisition: | ||
Accounts receivable, net | (998) | 2,093 |
Inventories | 342 | (101) |
Prepaid expenses and other current and long-term assets, net | 76 | (40) |
Accounts payable | (926) | (973) |
Accrued current and long-term liabilities | 4,597 | (297) |
Income taxes payable | 1,158 | 85 |
Net cash provided by (used in) operating activities | 10,829 | (4,562) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,300) | (1,783) |
Cash received in connection with acquisition of business | 1,901 | 0 |
Net cash used in investing activities | (399) | (1,783) |
Cash flows from financing activities: | ||
Payments on line of credit related to acquisition | (4,046) | (3,000) |
Proceeds from issuance of common stock under employee equity incentive plans | 2,196 | 403 |
Payments on convertible debt | (953) | 0 |
Payments on asset financings | (920) | (1,069) |
Net cash used in financing activities | (3,723) | (3,666) |
Net increase (decrease) in cash and cash equivalents | 6,707 | (10,011) |
Cash and cash equivalents, beginning of period | 19,622 | 26,591 |
Cash and cash equivalents, end of period | 26,329 | 16,580 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 370 | 107 |
Cash paid for income taxes, net of refunds received | 284 | 411 |
Non-cash investing and financing activities: | ||
Value of shares issued in acquisition | 16,975 | 0 |
Acquisitions of property and equipment and other assets under extended payment terms | $ 3,558 | $ 0 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION Nature of Business Pixelworks designs, develops and markets visual display processing semiconductors, intellectual property cores, software and custom ASIC solutions for high-quality energy efficient video applications. In addition, we offer a suite of solutions for advanced media processing as well as the efficient delivery and streaming of video. We enable worldwide manufacturers to offer leading-edge consumer electronics and professional display products, as well as video delivery and streaming solutions for content service providers. Our core visual display processing technology intelligently processes digital images and video from a variety of sources and optimizes the content for a superior viewing experience. Pixelworks’ video coding technology reduces storage requirements, significantly reduces bandwidth constraint issues and converts content between multiple formats to enable seamless delivery of video, including over-the-air (OTA) streaming, while also maintaining end-to-end content security. The rapid growth in video-capable consumer devices, especially mobile, has increased the demand for visual display processing and video delivery technology in recent years. Our technologies can be applied to a wide range of devices from large-screen projectors to low-power mobile tablets, smartphones, high-quality video infrastructure equipment and streaming devices. Our products are architected and optimized for power, cost, bandwidth, and overall system performance, according to the requirements of the specific application. Our primary target markets include digital projection systems, tablets, smartphones, and OTA streaming devices. As of September 30, 2017, we had an intellectual property portfolio of 535 patents related to the visual display of digital image data. Pixelworks was founded in 1997 and is incorporated under the laws of the state of Oregon. On August 2, 2017, we acquired ViXS Systems, Inc., a corporation organized in Canada (“ViXS”). Condensed Consolidated Financial Statements The financial information included herein for the three and nine month periods ended September 30, 2017 and 2016 is prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and is unaudited. Such information reflects all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair presentation of the Company's condensed consolidated financial statements for these interim periods. The financial information as of December 31, 2016 is derived from our audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2016, included in Item 8 of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 8, 2017, and should be read in conjunction with such consolidated financial statements. The results of operations for the three and nine month periods ended September 30, 2017 are not necessarily indicative of the results expected for future periods or for the entire fiscal year ending December 31, 2017. Comprehensive Income (Loss) We report comprehensive income (loss) and its components following guidance set forth by the Financial Accounting Standards Board (the “FASB”), Accounting Standards Codification section 220-10, Comprehensive Income, which establishes standards for the reporting and display of comprehensive income or loss and its components in the financial statements. During the three and nine month periods ended September 30, 2017 and 2016, aside from our net loss, there were no other items of comprehensive income or loss and therefore we have not included a statement of comprehensive income (loss) in our interim condensed consolidated financial statements. Recent Accounting Pronouncements In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU 2017-01"). ASU 2017-01 clarifies the definition of a business and provides further guidance for evaluating whether a transaction will be accounted for as an acquisition of an asset or a business. ASU 2017-01 will become effective for us on January 1, 2018, with early adoption permitted. We do not expect the adoption of this update to have a material impact on our financial position, results of operations, or cash flows. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating the second step from the quantitative goodwill impairment test. We will continue to have the option to perform a qualitative assessment to determine if a quantitative goodwill impairment test is necessary. ASU 2017-04 will become effective for us on January 1, 2020, with early adoption permitted. The impact of this standard on the calculation of future goodwill impairment tests will depend on the facts and circumstance existing at such time. We do not expect the adoption of this update to have a material impact on our financial position, results of operations, or cash flows. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Shared-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies how several aspects of share-based payments are accounted for and presented in the financial statements, for example, an accounting policy election may be made to account for forfeitures as they occur, rather than based on an estimate of future forfeitures. In addition, under previous guidance, excess tax benefits and deficiencies from stock-based compensation arrangements were recorded in equity when the awards vested or were settled. ASU 2016-09 requires prospective recognition of excess tax benefits and deficiencies in the income statement. We adopted ASU 2016-09 on January 1, 2017, which included a policy election to account for forfeitures as they occur, and resulted in a cumulative-effect adjustment to retained earnings of $44 as of January 1, 2017. In addition, upon adoption the balance of the unrecognized excess tax benefits were recognized and the impact was recorded to retained earnings, including any change to the valuation allowance as a result of the adoption. Due to the full valuation allowance on the U.S. net deferred tax assets, this change did not impact our financial position, results of operations or cash flows. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (ROU) asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. ASU 2016-02 will become effective for us on January 1, 2019. While we are currently assessing the impact ASU 2016-02 will have on our financial statements, we expect the primary impact to our financial position upon adoption will be the recognition, on a discounted basis, of our minimum commitments under noncancelable operating leases on our consolidated balance sheets resulting in the recording of ROU assets and lease obligations. In July 2015, the FASB issued Accounting Standards Update No. 2015-11, Simplifying the Measurement of Inventory ("ASU 2015-11"), which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. ASU 2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We adopted ASU 2015-11 on January 1, 2017 and it did not have a material impact our financial position, results of operations, or cash flows. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which requires that an entity recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. ASU 2014-09 allows for either full retrospective or modified retrospective adoption and will become effective for us on January 1, 2018. We have developed an implementation plan to adopt this new guidance. As part of this plan, we are currently assessing the impact of the new guidance on our results of operations. Based on our procedures performed to date, we believe that the timing of revenue recognition for certain of our chip sales may be recognized over time as compared to current recognition which is at a point in time. This may require the Company to recognize revenue earlier than we are recognizing revenue under the current revenue recognition guidance and the impact will depend on the nature and amount of outstanding orders in process at the date of adoption. We currently believe this is the only item that will have a material impact on our financial statements, however, we will continue to evaluate the impact from ASU 2014-09 during the remainder of 2017. We intend to adopt ASU 2014-09 on January 1, 2018 and we have tentatively selected the modified retrospective transition method. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect amounts reported in the financial statements and accompanying notes. Our significant estimates and judgments include those related to revenue recognition, valuation of excess and obsolete inventory, lives and recoverability of equipment and other long-lived assets, valuation of goodwill, valuation of convertible debt, valuation of share-based payments, income taxes, litigation and other contingencies. The actual results experienced could differ materially from our estimates. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisition | ACQUISITION On August 2, 2017, we acquired 100% of the outstanding shares of ViXS Systems, Inc. (“ViXS”), a Canadian corporation (the "Acquisition"). We issued 0.04836 of a share of our common stock in exchange for each share of ViXS common stock outstanding and for certain ViXS restricted stock units which were vested simultaneously with closing. ViXS designs and develops advanced video processing semiconductor solutions. The acquisition of ViXS added families of video processor components for consumer applications and cloud, video delivery and infrastructure markets, along with a companion family of networking components to our solutions. These factors contributed to establishing the purchase price and supported the premium paid over the fair value of the tangible and intangible assets acquired. The aggregate purchase price for ViXS was $16,975 and consisted of $16,316 related to the issuance of 3,586,021 shares of our common stock plus $659 related to: (i) the issuance of 202,043 unvested restricted stock units, in exchange for ViXS’ unvested restricted stock units, plus (ii) the issuance of 122,242 shares to a holder of ViXS restricted stock units which were vested simultaneously with closing. The purchase price calculations were based on the closing price of our common stock on the day the transaction closed. The ViXS chief executive officer (the "CEO") was terminated in connection with the closing of the transaction. As a result, we recognized expense of $1,382 , which consisted of $1,067 related to a severance agreement, payable over 24 months , and $315 related to accelerated vesting of the CEO’s ViXS restricted stock units which were exchanged for Pixelworks common stock at closing. Such amount is included within selling, general and administrative within our consolidated statement of operations for the three months ended September 30, 2017. The purchase price was preliminarily allocated to the assets and liabilities based on fair values as follows: Purchase price $ 16,975 Less net liabilities assumed: Assets acquired: Cash and cash equivalents 1,901 Accounts receivable 968 Inventories 3,561 Property and equipment 964 Other assets 1,562 Identifiable intangible assets 6,730 Liabilities assumed: Accounts payable (1,736 ) Accrued liabilities and other current liabilities (2,832 ) Revolving bank loan (4,046 ) Convertible debt (6,485 ) Other noncurrent liabilities (1,633 ) (1,046 ) Goodwill $ 18,021 The allocation of purchase price consideration to assets and liabilities is not yet finalized. The preliminary allocation of the purchase price was based upon preliminary estimates and assumptions that are subject to change within the measurement period (up to one year from the acquisition date). Below are the significant valuations that were performed associated with the acquisition which were based upon preliminary estimates: • We performed a valuation of the convertible debt. We assigned $4,762 of the purchase price to convertible debt, consisting of the contractual amount of $6,068 offset by a debt discount of $1,306 , and $1,723 to the embedded conversion feature. No other features of the debt were assigned value at the acquisition date. • We performed a valuation of acquired intangible assets. We have preliminarily assigned $5,050 of the purchase price to acquired developed technology with estimated lives of 5 years or less, $1,270 to customer relationships with estimated lives of 3 years or less, and $410 to backlog and trademark with estimated lives of 2 years or less. ViXS had no in-process research and development. • We recorded an inventory step-up of $2,415 to record inventory at fair value. We will recognize this within cost of goods sold as the inventory is sold which we expect to be over a period of approximately 12 months. We preliminarily recorded gross deferred tax assets of $62,992 , subject to a valuation allowance of $62,972 to recognize book basis and tax basis differences of various balance sheet assets and liabilities and corporate tax attributes acquired. The goodwill resulting from this transaction was assigned to Pixelworks, Inc., our sole reporting unit and is no t deductible for tax purposes. The results of ViXS’ operations are included in our consolidated statement of operations beginning on the date of acquisition. ViXS revenue of $1,985 and net loss of $(4,004) , which included $1,481 in restructuring charges, (see Note 6: "Restructurings") and $1,501 of non-cash amortization of acquisition and debt related items are included in our consolidated statement of operations for the three months ended September 30, 2017. The following table reflects the unaudited pro forma results of Pixelworks and ViXS as if the merger had taken place as of January 1, 2016: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Revenue, net $ 19,926 $ 21,770 $ 72,315 $ 58,833 Net income (loss) $ (4,052 ) $ (3,768 ) $ 258 $ (22,873 ) Net income (loss) per share: Basic $ (0.12 ) $ (0.12 ) $ 0.01 $ (0.72 ) Diluted $ (0.12 ) $ (0.12 ) $ 0.01 $ (0.72 ) Weighted average shares outstanding: Basic 33,788 32,021 33,429 31,847 Diluted 33,788 32,021 35,516 31,847 The unaudited pro forma net income (loss) presented above includes adjustments for amortization of acquired intangible assets and other assets, and stock-based compensation as these items are expected to have a continuing effect on the consolidated results of operations of the combined company. The unaudited pro forma net income (loss) presented above does not reflect amortization of the $2,415 mark-up of acquired inventory to fair value, or acquisition-related costs of $1,806 and $3,055 for the three and nine months ended September 30, 2017, respectively, as they are not reflective of the ongoing operations of the combined entities. Net income reported for the nine months ended September 30, 2017 includes a $4,785 gain ViXS recognized on the sale of a product line during the period. The pro-forma information does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of operations of the combined companies. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | BALANCE SHEET COMPONENTS Accounts Receivable, Net Accounts receivable are recorded at invoiced amount and do not bear interest when recorded or accrue interest when past due. Accounts receivable are stated net of an allowance for doubtful accounts, which is maintained for estimated losses that may result from the inability of our customers to make required payments. Accounts receivable consists of the following: September 30, December 31, Accounts receivable, gross $ 5,124 $ 3,150 Less: allowance for doubtful accounts (40 ) (32 ) Accounts receivable, net $ 5,084 $ 3,118 The following is the change in our allowance for doubtful accounts: Nine Months Ended September 30, 2017 2016 Balance at beginning of period $ 32 $ 60 Additions charged (reductions credited) 8 (21 ) Balance at end of period $ 40 $ 39 Inventories Inventories consist of finished goods and work-in-process, and are stated at the lower of standard cost (which approximates actual cost on a first-in, first-out basis) or market (net realizable value). Inventory acquired as part of the acquisition of ViXS is recorded at fair value. Inventories consist of the following: September 30, December 31, Finished goods $ 2,903 $ 1,707 Work-in-process 2,155 1,096 Inventories $ 5,058 $ 2,803 Property and Equipment, Net Property and equipment consists of the following: September 30, December 31, Gross carrying amount $ 27,898 $ 24,416 Less: accumulated depreciation and amortization (21,627 ) (20,623 ) Property and equipment, net $ 6,271 $ 3,793 Acquired Intangible Assets, Net In connection with the Acquisition, we recorded certain identifiable intangible assets. See Note 2: “Acquisition” for additional information. Acquired intangible assets resulting from this transaction were assigned to Pixelworks, Inc., our sole reporting unit, and consist of the following: September 30, December 31, Developed technology $ 5,050 $ — Customer relationships 1,270 — Backlog and tradename 410 — 6,730 — Less: accumulated amortization (316 ) — Acquired intangible assets, net $ 6,414 $ — Intangible assets are amortized over the following estimated useful lives: developed technology and customer relationships, 3 to 5 years; and tradename and backlog, 6 to 18 months. Amortization expense for intangible assets was $316 for the three months ended September 30, 2017, with $249 included in cost of revenue and $67 included in selling, general and administrative on the consolidated statement of operations. As of September 30, 2017, future estimated amortization expense is as follows: Three months ending December 31: 2017 $ 610 Years ending December 31: 2018 1,596 2019 1,505 2020 1,496 2021 1,117 2022 90 $ 6,414 Acquired intangible assets will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Conditions that would trigger an impairment assessment include, but are not limited to, past, current, or expected cash flow or operating losses associated with the asset and an expectation that the asset will be significantly utilized before the end of its useful life. There were no such triggering events requiring an impairment assessment of other intangible assets during the three months ended September 30, 2017. Goodwill Goodwill resulted from our acquisition of ViXS on August 2, 2017, whereby we recorded goodwill of $18,021 . See Note 2: “Acquisition” for information concerning the acquisition. Goodwill is not amortized; however, we will review goodwill for impairment annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in our business climate and a current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continued losses and adverse changes in legal factors, regulation or business environment. There were no such triggering events requiring a goodwill impairment assessment during the three months ended September 30, 2017. We expect to perform our annual impairment assessment for goodwill on November 30 of each year. Accrued Liabilities and Current Portion of Long-Term Liabilities Accrued liabilities and current portion of long-term liabilities consist of the following: September 30, December 31, Accrued payroll and related liabilities $ 4,149 $ 2,169 Accrued commissions and royalties 2,618 2,427 Accrued interest payable 2,492 2,078 Current portion of accrued liabilities for asset financings 1,822 389 Accrued costs related to restructuring 795 60 Deferred revenue 458 — Liability for warranty returns 34 28 Other 3,831 709 Accrued liabilities and current portion of long-term liabilities $ 16,199 $ 7,860 The following is the change in our liability for warranty returns: Nine Months Ended September 30, 2017 2016 Liability for warranty returns: Balance at beginning of period $ 28 $ 49 Provision (benefit) 15 (4 ) Charge-offs (9 ) (20 ) Balance at end of period $ 34 $ 25 Short-Term Line of Credit On December 21, 2010, we entered into a Loan and Security Agreement with Silicon Valley Bank (the "Bank"), which was amended on December 14, 2012, December 4, 2013, December 18, 2015, December 15, 2016 and July 21, 2017 (as amended, the "Revolving Loan Agreement"). The Revolving Loan Agreement provides a secured working capital-based revolving line of credit (the "Revolving Line") in an aggregate amount of up to the lesser of (i) $10,000 , or (ii) $1,000 plus 80% of eligible domestic accounts receivable and certain foreign accounts receivable. The Revolving Line has a maturity date of December 29, 2017. In addition, the Revolving Loan Agreement provides for non-formula advances of up to $10,000 which may be made solely during the last five business days of any fiscal month or quarter and which must be repaid by us on or before the fifth business day after the applicable fiscal month or quarter end. Due to their repayment terms, non-formula advances do not provide us with usable liquidity. The Revolving Loan Agreement, as amended, contains customary affirmative and negative covenants as well as customary events of default. The occurrence of an event of default could result in the acceleration of our obligations under the Revolving Loan Agreement, as amended, and an increase to the applicable interest rate, and would permit the Bank to exercise remedies with respect to its security interest. As of September 30, 2017, we were in compliance with all of the terms of the Revolving Loan Agreement, as amended. As of September 30, 2017 and December 31, 2016, we had no outstanding borrowings under the Revolving Line. On July 21, 2017 and in connection with our acquisition of ViXS (see Note 2: “Acquisition”), we entered into Amendment No. 5 to the Revolving Loan Agreement with the Bank which provides the Bank’s consent to the Acquisition under the Revolving Loan Agreement and stipulates that any credit extensions are at the Bank’s sole discretion and provides the Company with relief from our compliance with certain affirmative and negative covenants while no credit extensions are outstanding. |
Convertible Debt
Convertible Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Debt | CONVERTIBLE DEBT As part of the Acquisition, we assumed secured convertible debt, which consists of the following as of September 30, 2017: 10% convertible notes, principal amount $ 5,149 Unamortized debt discount (1,234 ) Conversion feature, at fair value 1,846 $ 5,761 As a result of the change in control of ViXS, the convertible debt holders had a right to put the debt to the Company. A majority of the holders agreed to waive their right to accelerate and to accept 0.04836 share of our common stock for each share of ViXS common stock the holder would have been entitled to receive upon the exercise of the conversion option. During the three months ended September 30, 2017, we repaid $953 to those holders that did not agree to waive their rights. Key terms of the convertible debt include: • Currency - The convertible debt is denominated in Canadian dollars, with principal and interest payments made in Canadian dollars. As a result, we record foreign currency transaction gains or losses in our statement of operations related to the convertible debt. • Interest - Stated rate of 10% per year, payable semi-annually. If the five day volume weighted average market price of our common stock exceeds the U.S. dollar equivalent of CAD $16.54 for 15 consecutive trading days, the interest rate will reset to a fixed rate of 1.0% . The five day volume weighted average market price for our common stock did not exceed such threshold during the three months ended September 30, 2017. • Maturity - $2,484 of the principal amount of convertible notes is due September 2019 and $2,665 is due January 2020. • Conversion Option - Convertible at any time at the option of the holders into our common stock at a conversion price of CAD $7.24 per share for the convertible notes due September 2019 (of which the principal outstanding amount in Canadian dollars is CAD $3,040 ) and CAD $7.13 per share for the convertible notes due January 2020 (of which the principle outstanding amount in Canadian dollars is CAD $3,324 ), or 892,751 shares. • Redemption - Through December 31, 2017, we may redeem the convertible debt for 110% of the principal amount plus accrued and unpaid interest. Thereafter, we may redeem the convertible debt for 100% of the principal amount plus accrued and unpaid interest. • Default - There are certain events that require us to redeem the outstanding convertible debt for 100% of the principal plus accrued and unpaid interest. Such events include, but are not limited to, the failure to pay principal or interest in accordance with the terms of the agreement, the sale of intellectual property without the consent of the holders, and a change in control. For the three months ended September 30, 2017, interest expense consisted of $101 related to the contractual rate of interest and $81 related to accretion of the discount. During the three months ended September 30, 2017, we recorded net foreign currency losses of approximately $25 in other expense, $(9) of which was related to accretion of the discount. Conversion Feature Because our functional currency is the U.S. dollar and the convertible debt, including the conversion option, is denominated in Canadian dollars, it is not indexed to our stock. As a result, the conversion option of the convertible debt is separately identified and recognized at fair value as a derivative liability. For the three months ended September 30, 2017, $122 is included in other expense in our consolidated statement of operations for the increase in the fair value of the conversion feature. Interest Deceleration Feature The interest deceleration feature also qualifies as a derivative that requires separate accounting from the convertible debt. However, based on the terms of the convertible debt, we concluded that the interest deceleration will never occur because it would always be advantageous for us to call the convertible debt before the common stock reaches the price that triggers the reset. Accordingly, this derivative was assigned $0 value as of September 30, 2017. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Three levels of inputs may be used to measure fair value: Level 1: Valuations based on quoted prices in active markets for identical assets and liabilities. Level 2: Valuations based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Valuations based on unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions. The following table presents information about our assets and liabilities measured at fair value on a recurring basis in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016: Level 1 Level 2 Level 3 Total As of September 30, 2017: Assets: Money market funds $ 23,626 $ — $ — $ 23,626 Liabilities: Convertible debt - including conversion feature $ — $ 5,450 $ — $ 5,450 Conversion feature - convertible debt — 1,846 — 1,846 As of December 31, 2016: Assets: Money market funds $ 17,960 $ — $ — $ 17,960 We primarily use the market approach to determine the fair value of our financial assets. The fair value of our current assets and liabilities, including accounts receivable and accounts payable approximates the carrying value due to the short-term nature of these balances. We have currently chosen not to elect the fair value option for any items that are not already required to be measured at fair value in accordance with U.S. GAAP. The fair value of the convertible debt conversion feature was calculated using the Tsiveriotis and Fernandes Convertible Debt Model. Three primary assumptions used in the calculations were: volatility of 70% , credit spread of 14.5% and risk free rate of 1.5% . The embedded conversion feature is measured at fair value on a recurring basis and included with convertible debt on our condensed consolidated balance sheet. Convertible debt was recorded at fair value in our condensed consolidated balance sheet on the date of the Acquisition, however fair value adjustments are not required after the Acquisition date. |
Restructurings
Restructurings | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructurings | RESTRUCTURINGS In September 2017, in connection with the Acquisition, we executed a restructuring plan to secure significant synergies between ViXS and Pixelworks. The plan included an approximately 15% reduction in workforce, primarily in the area of development, however, it also impacted administration and sales. In April 2016, we executed a restructuring plan to streamline our operations and product offerings and to align our expenses with current revenue levels. The plan included an approximately 24% reduction in workforce, primarily in the area of development, however, it also impacted operations, sales and marketing. The plan also included abandonment of certain assets resulting in impairment charges to write off the assets associated with markets we are no longer pursuing. Total restructuring expense included in our statement of operations for the nine month periods ended September 30, 2017 and 2016 is comprised of the following: Nine Months Ended September 30, 2017 2016 Cost of revenue — restructuring: Tooling and inventory write offs — 1,679 Employee severance and benefits — 98 — 1,777 Operating expenses — restructuring: Employee severance and benefits $ 1,481 $ 2,513 Licensed technology and other assets write offs — 65 Other — 30 1,481 2,608 Total restructuring expense $ 1,481 $ 4,385 The following is a rollforward of the accrued liabilities related to restructuring for the nine month period ended September 30, 2017: Balance as of December 31, 2016 Expensed Payments Balance as of September 30, 2017 Employee severance and benefits $ 60 $ 1,481 $ (746 ) $ 795 Accrued costs related to restructuring $ 60 $ 1,481 $ (746 ) $ 795 |
Research and Development
Research and Development | 9 Months Ended |
Sep. 30, 2017 | |
Research and Development [Abstract] | |
Research and Development | RESEARCH AND DEVELOPMEN T During the first quarter of 2017, we entered into a best efforts co-development agreement with a customer to defray a portion of the research and development expenses we expect to incur in connection with our development of an integrated circuit product to be sold exclusively to the customer. We expect our development costs to exceed the amounts received from the customer, and although we expect to sell units of the product to the customer, there is no commitment or agreement from the customer for such sales at this time. Additionally, we retain ownership of any modifications or improvements to our pre-existing intellectual property and may use such improvements in products sold to other customers. Under the co-development agreement, $4,000 was payable by the customer within 60 days of the date of the agreement and two additional payments of $2,000 are each payable upon completion of certain development milestones. As amounts become due and payable, they are offset against research and development expense on a pro rata basis. We recognized an offset to research and development expense of $1,311 and $4,000 during the three and nine months ended September 30, 2017, respectively. |
Interest Expense and Other, Net
Interest Expense and Other, Net | 9 Months Ended |
Sep. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Interest Expense and Other, Net | INTEREST EXPENSE AND OTHER, NET Interest expense and other, consists of the following: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Interest expense 1 $ (385 ) $ (107 ) $ (631 ) $ (337 ) Fair value adjustment on convertible debt conversion option (122 ) — (122 ) — Discount accretion on convertible debt fair value (72 ) — (72 ) — Interest income 51 8 97 32 Total interest expense and other, net $ (528 ) $ (99 ) $ (728 ) $ (305 ) 1 Increase in the 2017 periods compared to the 2016 periods due to contractual interest on convertible debt, as well as imputed interest on short and long-term liabilities acquired as a part of the Acquisition. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Incomes Taxes | INCOME TAXES The provision for income taxes during the 2017 and 2016 periods is primarily comprised of current and deferred tax expense in profitable cost-plus foreign jurisdictions, accruals for tax contingencies in foreign jurisdictions and benefits for the reversal of previously recorded foreign tax contingencies due to the expiration of the applicable statutes of limitation. We recorded a benefit for the reversal of previously recorded foreign tax contingencies of $191 and $170 during the first nine months of 2017 and 2016, respectively. As we do not believe that it is more likely than not that we will realize a benefit from our U.S. net deferred tax assets, including our U.S. net operating losses, we continue to provide a full valuation allowance against essentially all of those assets, therefore, we do not incur significant U.S. income tax expense or benefit. We have not recorded a valuation allowance against our other foreign net deferred tax assets as we believe that it is more likely than not that we will realize a benefit from those assets. As of September 30, 2017 and December 31, 2016, the amount of our uncertain tax positions was a liability of $1,468 and $1,419 , respectively, and a reduction to deferred tax assets of $570 and $560 , respectively. A number of years may elapse before an uncertain tax position is resolved by settlement or statute of limitation. Settlement of any particular position could require the use of cash. If the uncertain tax positions we have accrued for are sustained by the taxing authorities in our favor, the reduction of the liability will reduce our effective tax rate. We reasonably expect reductions in the liability for unrecognized tax benefits and interest and penalties of approximately $18 within the next twelve months due to the expiration of statutes of limitation in foreign jurisdictions. We recognize interest and penalties related to uncertain tax positions in income tax expense in our consolidated statements of operations. We adopted ASU 2016-09 on January 1, 2017. We have excess tax benefits for which a benefit could not be previously recognized of $485 . Upon adoption, this balance was recognized and the impact was recorded to retained earnings, including any change to the valuation allowance as a result of the adoption. Due to the full valuation allowance on the U.S. net deferred tax assets, this change did not impact our financial position, results of operations or cash flows. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Net loss $ (4,706 ) $ (1,242 ) $ (621 ) $ (11,444 ) Weighted average shares outstanding - basic and diluted 32,552 28,313 30,545 28,139 Net loss per share - basic and diluted $ (0.14 ) $ (0.04 ) $ (0.02 ) $ (0.41 ) The following shares were excluded from the calculation of diluted net loss per share as their effect would have been anti-dilutive (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Employee equity incentive plans 4,035 4,952 3,853 4,643 Convertible debt 625 — 211 — Potentially dilutive common shares from employee equity incentive plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options, the assumed vesting of outstanding restricted stock units, and the assumed issuance of common stock under the employee stock purchase plan. Potentially dilutive common shares from the convertible debt are determined by applying the if-converted method to the assumed conversion of the outstanding convertible debt. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION We have identified a single operating segment: the design and development of integrated circuits for use in electronic display devices. The majority of our assets are located in the United States. Geographic Information Revenue by geographic region, is as follows: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Japan $ 17,303 $ 11,255 $ 50,664 $ 31,207 China 631 394 1,227 891 United States 454 20 575 74 Taiwan 218 1,268 6,315 3,537 Europe 118 175 2,059 475 Korea 34 273 821 688 Other — 271 528 531 $ 18,758 $ 13,656 $ 62,189 $ 37,403 Significant Customers The percentage of revenue attributable to our distributors, top five end customers, and individual distributors or end customers that represented 10% or more of revenue in at least one of the periods presented, is as follows: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Distributors: All distributors 40 % 35 % 46 % 42 % Distributor A 25 % 17 % 27 % 24 % End customers: 1 Top five end customers 88 % 83 % 79 % 82 % End customer A 60 % 62 % 48 % 54 % End customer B 8 % 2 % 10 % 7 % 1 End customers include customers who purchase directly from us, as well as customers who purchase our products indirectly through distributors. The following account represented 10% or more of total accounts receivable in at least one of the periods presented: September 30, December 31, Account X 70 % 54 % |
Risks and Uncertainties
Risks and Uncertainties | 9 Months Ended |
Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Risks and Uncertainties | RISKS AND UNCERTAINTIES Concentration of Suppliers We do not own or operate a semiconductor fabrication facility and do not have the resources to manufacture our products internally. We rely on a limited number of foundries and assembly and test vendors to produce all of our wafers and for completion of finished products. We do not have any long-term agreements with any of these suppliers. In light of these dependencies, it is reasonably possible that failure to perform by one of these suppliers could have a severe impact on our results of operations. Additionally, the concentration of these vendors within Taiwan and the People’s Republic of China increases our risk of supply disruption due to natural disasters, economic instability, political unrest or other regional disturbances. Risk of Technological Change The markets in which we compete, or seek to compete, are subject to rapid technological change, frequent new product introductions, changing customer requirements for new products and features, and evolving industry standards. The introduction of new technologies and the emergence of new industry standards could render our products less desirable or obsolete, which could harm our business. Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash equivalents and accounts receivable. We limit our exposure to credit risk associated with cash equivalent balances by holding our funds in high quality, highly liquid money market accounts. We limit our exposure to credit risk associated with accounts receivable by carefully evaluating creditworthiness before offering terms to customers. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Indemnifications Certain of our agreements include indemnification provisions for claims from third-parties relating to our intellectual property. It is not possible for us to predict the maximum potential amount of future payments or indemnification costs under these or similar agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. We have not made any payments under these agreements in the past, and as of September 30, 2017, we have not incurred any material liabilities arising from these indemnification obligations. In the future, however, such obligations could materially impact our results of operations. Legal Proceedings We are subject to legal matters that arise from time to time in the ordinary course of our business. Although we currently believe that resolving such matters, individually or in the aggregate, will not have a material adverse effect on our financial position, our results of operations, or our cash flows, these matters are subject to inherent uncertainties and our view of these matters may change in the future. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU 2017-01"). ASU 2017-01 clarifies the definition of a business and provides further guidance for evaluating whether a transaction will be accounted for as an acquisition of an asset or a business. ASU 2017-01 will become effective for us on January 1, 2018, with early adoption permitted. We do not expect the adoption of this update to have a material impact on our financial position, results of operations, or cash flows. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating the second step from the quantitative goodwill impairment test. We will continue to have the option to perform a qualitative assessment to determine if a quantitative goodwill impairment test is necessary. ASU 2017-04 will become effective for us on January 1, 2020, with early adoption permitted. The impact of this standard on the calculation of future goodwill impairment tests will depend on the facts and circumstance existing at such time. We do not expect the adoption of this update to have a material impact on our financial position, results of operations, or cash flows. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Shared-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies how several aspects of share-based payments are accounted for and presented in the financial statements, for example, an accounting policy election may be made to account for forfeitures as they occur, rather than based on an estimate of future forfeitures. In addition, under previous guidance, excess tax benefits and deficiencies from stock-based compensation arrangements were recorded in equity when the awards vested or were settled. ASU 2016-09 requires prospective recognition of excess tax benefits and deficiencies in the income statement. We adopted ASU 2016-09 on January 1, 2017, which included a policy election to account for forfeitures as they occur, and resulted in a cumulative-effect adjustment to retained earnings of $44 as of January 1, 2017. In addition, upon adoption the balance of the unrecognized excess tax benefits were recognized and the impact was recorded to retained earnings, including any change to the valuation allowance as a result of the adoption. Due to the full valuation allowance on the U.S. net deferred tax assets, this change did not impact our financial position, results of operations or cash flows. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (ROU) asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. ASU 2016-02 will become effective for us on January 1, 2019. While we are currently assessing the impact ASU 2016-02 will have on our financial statements, we expect the primary impact to our financial position upon adoption will be the recognition, on a discounted basis, of our minimum commitments under noncancelable operating leases on our consolidated balance sheets resulting in the recording of ROU assets and lease obligations. In July 2015, the FASB issued Accounting Standards Update No. 2015-11, Simplifying the Measurement of Inventory ("ASU 2015-11"), which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. ASU 2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We adopted ASU 2015-11 on January 1, 2017 and it did not have a material impact our financial position, results of operations, or cash flows. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which requires that an entity recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. ASU 2014-09 allows for either full retrospective or modified retrospective adoption and will become effective for us on January 1, 2018. We have developed an implementation plan to adopt this new guidance. As part of this plan, we are currently assessing the impact of the new guidance on our results of operations. Based on our procedures performed to date, we believe that the timing of revenue recognition for certain of our chip sales may be recognized over time as compared to current recognition which is at a point in time. This may require the Company to recognize revenue earlier than we are recognizing revenue under the current revenue recognition guidance and the impact will depend on the nature and amount of outstanding orders in process at the date of adoption. We currently believe this is the only item that will have a material impact on our financial statements, however, we will continue to evaluate the impact from ASU 2014-09 during the remainder of 2017. We intend to adopt ASU 2014-09 on January 1, 2018 and we have tentatively selected the modified retrospective transition method. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect amounts reported in the financial statements and accompanying notes. Our significant estimates and judgments include those related to revenue recognition, valuation of excess and obsolete inventory, lives and recoverability of equipment and other long-lived assets, valuation of goodwill, valuation of convertible debt, valuation of share-based payments, income taxes, litigation and other contingencies. The actual results experienced could differ materially from our estimates. |
Receivables, Policy | Accounts receivable are recorded at invoiced amount and do not bear interest when recorded or accrue interest when past due. Accounts receivable are stated net of an allowance for doubtful accounts, which is maintained for estimated losses that may result from the inability of our customers to make required payments. |
Inventory, Policy | Inventories consist of finished goods and work-in-process, and are stated at the lower of standard cost (which approximates actual cost on a first-in, first-out basis) or market (net realizable value). |
Co-Development Arrangements, Policy | As amounts become due and payable, they are offset against research and development expense on a pro rata basis. |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Purchase Price Allocation | The purchase price was preliminarily allocated to the assets and liabilities based on fair values as follows: Purchase price $ 16,975 Less net liabilities assumed: Assets acquired: Cash and cash equivalents 1,901 Accounts receivable 968 Inventories 3,561 Property and equipment 964 Other assets 1,562 Identifiable intangible assets 6,730 Liabilities assumed: Accounts payable (1,736 ) Accrued liabilities and other current liabilities (2,832 ) Revolving bank loan (4,046 ) Convertible debt (6,485 ) Other noncurrent liabilities (1,633 ) (1,046 ) Goodwill $ 18,021 |
Pro Forma Information | The following table reflects the unaudited pro forma results of Pixelworks and ViXS as if the merger had taken place as of January 1, 2016: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Revenue, net $ 19,926 $ 21,770 $ 72,315 $ 58,833 Net income (loss) $ (4,052 ) $ (3,768 ) $ 258 $ (22,873 ) Net income (loss) per share: Basic $ (0.12 ) $ (0.12 ) $ 0.01 $ (0.72 ) Diluted $ (0.12 ) $ (0.12 ) $ 0.01 $ (0.72 ) Weighted average shares outstanding: Basic 33,788 32,021 33,429 31,847 Diluted 33,788 32,021 35,516 31,847 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Accounts Receivable, Net | Accounts receivable consists of the following: September 30, December 31, Accounts receivable, gross $ 5,124 $ 3,150 Less: allowance for doubtful accounts (40 ) (32 ) Accounts receivable, net $ 5,084 $ 3,118 |
Allowance for Doubtful Accounts | The following is the change in our allowance for doubtful accounts: Nine Months Ended September 30, 2017 2016 Balance at beginning of period $ 32 $ 60 Additions charged (reductions credited) 8 (21 ) Balance at end of period $ 40 $ 39 |
Inventories | Inventories consist of the following: September 30, December 31, Finished goods $ 2,903 $ 1,707 Work-in-process 2,155 1,096 Inventories $ 5,058 $ 2,803 |
Property and Equipment, Net | Property and equipment consists of the following: September 30, December 31, Gross carrying amount $ 27,898 $ 24,416 Less: accumulated depreciation and amortization (21,627 ) (20,623 ) Property and equipment, net $ 6,271 $ 3,793 |
Acquired Intangible Assets, Net | Acquired intangible assets resulting from this transaction were assigned to Pixelworks, Inc., our sole reporting unit, and consist of the following: September 30, December 31, Developed technology $ 5,050 $ — Customer relationships 1,270 — Backlog and tradename 410 — 6,730 — Less: accumulated amortization (316 ) — Acquired intangible assets, net $ 6,414 $ — |
Future Amortization Expense | As of September 30, 2017, future estimated amortization expense is as follows: Three months ending December 31: 2017 $ 610 Years ending December 31: 2018 1,596 2019 1,505 2020 1,496 2021 1,117 2022 90 $ 6,414 |
Accrued Liabilities and Current Portion of Long-Term Liabilities | Accrued liabilities and current portion of long-term liabilities consist of the following: September 30, December 31, Accrued payroll and related liabilities $ 4,149 $ 2,169 Accrued commissions and royalties 2,618 2,427 Accrued interest payable 2,492 2,078 Current portion of accrued liabilities for asset financings 1,822 389 Accrued costs related to restructuring 795 60 Deferred revenue 458 — Liability for warranty returns 34 28 Other 3,831 709 Accrued liabilities and current portion of long-term liabilities $ 16,199 $ 7,860 |
Liability for Warranty Returns | The following is the change in our liability for warranty returns: Nine Months Ended September 30, 2017 2016 Liability for warranty returns: Balance at beginning of period $ 28 $ 49 Provision (benefit) 15 (4 ) Charge-offs (9 ) (20 ) Balance at end of period $ 34 $ 25 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | As part of the Acquisition, we assumed secured convertible debt, which consists of the following as of September 30, 2017: 10% convertible notes, principal amount $ 5,149 Unamortized debt discount (1,234 ) Conversion feature, at fair value 1,846 $ 5,761 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about our assets and liabilities measured at fair value on a recurring basis in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016: Level 1 Level 2 Level 3 Total As of September 30, 2017: Assets: Money market funds $ 23,626 $ — $ — $ 23,626 Liabilities: Convertible debt - including conversion feature $ — $ 5,450 $ — $ 5,450 Conversion feature - convertible debt — 1,846 — 1,846 As of December 31, 2016: Assets: Money market funds $ 17,960 $ — $ — $ 17,960 |
Restructurings (Tables)
Restructurings (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Expense by Components | Total restructuring expense included in our statement of operations for the nine month periods ended September 30, 2017 and 2016 is comprised of the following: Nine Months Ended September 30, 2017 2016 Cost of revenue — restructuring: Tooling and inventory write offs — 1,679 Employee severance and benefits — 98 — 1,777 Operating expenses — restructuring: Employee severance and benefits $ 1,481 $ 2,513 Licensed technology and other assets write offs — 65 Other — 30 1,481 2,608 Total restructuring expense $ 1,481 $ 4,385 |
Schedule of Accrued Restructuring Liabilities | The following is a rollforward of the accrued liabilities related to restructuring for the nine month period ended September 30, 2017: Balance as of December 31, 2016 Expensed Payments Balance as of September 30, 2017 Employee severance and benefits $ 60 $ 1,481 $ (746 ) $ 795 Accrued costs related to restructuring $ 60 $ 1,481 $ (746 ) $ 795 |
Interest Expense and Other, N25
Interest Expense and Other, Net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Cost and Expense, by Component | Interest expense and other, consists of the following: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Interest expense 1 $ (385 ) $ (107 ) $ (631 ) $ (337 ) Fair value adjustment on convertible debt conversion option (122 ) — (122 ) — Discount accretion on convertible debt fair value (72 ) — (72 ) — Interest income 51 8 97 32 Total interest expense and other, net $ (528 ) $ (99 ) $ (728 ) $ (305 ) 1 Increase in the 2017 periods compared to the 2016 periods due to contractual interest on convertible debt, as well as imputed interest on short and long-term liabilities acquired as a part of the Acquisition. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Net loss $ (4,706 ) $ (1,242 ) $ (621 ) $ (11,444 ) Weighted average shares outstanding - basic and diluted 32,552 28,313 30,545 28,139 Net loss per share - basic and diluted $ (0.14 ) $ (0.04 ) $ (0.02 ) $ (0.41 ) |
Antidilutive Securities Excluded from Computation of Earnings Per Share | The following shares were excluded from the calculation of diluted net loss per share as their effect would have been anti-dilutive (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Employee equity incentive plans 4,035 4,952 3,853 4,643 Convertible debt 625 — 211 — |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographic Region | Revenue by geographic region, is as follows: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Japan $ 17,303 $ 11,255 $ 50,664 $ 31,207 China 631 394 1,227 891 United States 454 20 575 74 Taiwan 218 1,268 6,315 3,537 Europe 118 175 2,059 475 Korea 34 273 821 688 Other — 271 528 531 $ 18,758 $ 13,656 $ 62,189 $ 37,403 |
Schedule of Revenue from Significant Customers | The percentage of revenue attributable to our distributors, top five end customers, and individual distributors or end customers that represented 10% or more of revenue in at least one of the periods presented, is as follows: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Distributors: All distributors 40 % 35 % 46 % 42 % Distributor A 25 % 17 % 27 % 24 % End customers: 1 Top five end customers 88 % 83 % 79 % 82 % End customer A 60 % 62 % 48 % 54 % End customer B 8 % 2 % 10 % 7 % 1 End customers include customers who purchase directly from us, as well as customers who purchase our products indirectly through distributors. |
Schedule of Accounts Receivable Percentage from Significant Customers | The following account represented 10% or more of total accounts receivable in at least one of the periods presented: September 30, December 31, Account X 70 % 54 % |
Basis of Presentation (Details)
Basis of Presentation (Details) $ in Thousands | Jan. 01, 2017USD ($) | Sep. 30, 2017patent |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of patents held | patent | 535 | |
Adjustment to retained earnings | $ | $ 44 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - USD ($) | Aug. 02, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||
Long-term debt | $ 5,761,000 | $ 5,761,000 | $ 5,761,000 | $ 0 | |
Mark-up of inventory to fair value at acquisition date | 2,415,000 | ||||
Acquisition-related costs excluded from pro forma | $ 1,806,000 | 3,055,000 | |||
Gain recognized on the sale of a product line | $ 4,785,000 | ||||
ViXS Systems, Inc. | |||||
Business Acquisition [Line Items] | |||||
Percent of outstanding shares acquired | 100.00% | ||||
Shares issued per acquired share (in shares) | 0.04836 | ||||
Purchase price | $ 16,975,000 | ||||
Integration related costs | 1,382,000 | ||||
Severance pay | $ 1,067,000 | ||||
Period of severance payments | 24 months | ||||
Cost of accelerated vesting of restricted stock units | $ 315,000 | ||||
Inventory | 3,561,000 | ||||
Deferred tax assets | 62,992,000 | ||||
Valuation allowance | 62,972,000 | ||||
Goodwill expected tax deductible amount | 0 | ||||
Revenue of acquiree since acquisition date, actual | 1,985,000 | ||||
Net income (loss) of acquiree since acquisition date, actual | (4,004,000) | ||||
Restructuring | 1,481,000 | ||||
Amortization | $ 1,501,000 | ||||
ViXS Systems, Inc. | Fair Value Adjustment to Inventory | |||||
Business Acquisition [Line Items] | |||||
Inventory | 2,415,000 | ||||
ViXS Systems, Inc. | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets acquired | $ 5,050,000 | ||||
Weighted average useful life | 5 years | ||||
ViXS Systems, Inc. | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets acquired | $ 1,270,000 | ||||
Weighted average useful life | 3 years | ||||
ViXS Systems, Inc. | Backlog and tradename | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets acquired | $ 410,000 | ||||
Weighted average useful life | 2 years | ||||
ViXS Systems, Inc. | Convertible Debt | |||||
Business Acquisition [Line Items] | |||||
Long-term debt | $ 4,762,000 | ||||
Principal amount | 6,068,000 | ||||
Unamortized discount | 1,306,000 | ||||
Debt conversion feature | $ 1,723,000 | ||||
ViXS Systems, Inc. | Holder of ViXS Restricted Stock, Vested at Closing | |||||
Business Acquisition [Line Items] | |||||
Stock issued due to acquisition (in shares) | 122,242 | ||||
ViXS Systems, Inc. | Restricted Stock Units (RSUs) | |||||
Business Acquisition [Line Items] | |||||
Value of shares issued | $ 659,000 | ||||
Stock issued due to acquisition (in shares) | 202,043 | ||||
ViXS Systems, Inc. | Common Stock | |||||
Business Acquisition [Line Items] | |||||
Value of shares issued | $ 16,316,000 | ||||
Stock issued due to acquisition (in shares) | 3,586,021 |
Acquisition - Schedule of Purch
Acquisition - Schedule of Purchase Price Allocation of Assets and Liabilities (Details) - USD ($) $ in Thousands | Aug. 02, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Assets acquired: | |||
Goodwill | $ 18,021 | $ 0 | |
ViXS Systems, Inc. | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 16,975 | ||
Assets acquired: | |||
Cash and cash equivalents | 1,901 | ||
Accounts receivable | 968 | ||
Inventories | 3,561 | ||
Property and equipment | 964 | ||
Other assets | 1,562 | ||
Identifiable intangible assets | 6,730 | ||
Goodwill | 18,021 | ||
Liabilities assumed: | |||
Accounts payable | (1,736) | ||
Accrued liabilities and other current liabilities | (2,832) | ||
Other noncurrent liabilities | (1,633) | ||
Less net liabilities assumed | (1,046) | ||
ViXS Systems, Inc. | Line of Credit | |||
Liabilities assumed: | |||
Debt | (4,046) | ||
ViXS Systems, Inc. | Convertible Debt | |||
Liabilities assumed: | |||
Debt | $ (6,485) |
Acquisition - Schedule of Pro F
Acquisition - Schedule of Pro Forma Information (Details) - ViXS Systems, Inc. - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||||
Revenue, net | $ 19,926 | $ 21,770 | $ 72,315 | $ 58,833 |
Net income (loss) | $ (4,052) | $ (3,768) | $ 258 | $ (22,873) |
Net income (loss) per share: | ||||
Basic (in dollars per share) | $ (0.12) | $ (0.12) | $ 0.01 | $ (0.72) |
Diluted (in dollars per share) | $ (0.12) | $ (0.12) | $ 0.01 | $ (0.72) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 33,788 | 32,021 | 33,429 | 31,847 |
Diluted (in shares) | 33,788 | 32,021 | 35,516 | 31,847 |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Accounts Receivable, Net [Abstract] | ||||
Accounts receivable, gross | $ 5,124 | $ 3,150 | ||
Less: allowance for doubtful accounts | (40) | (32) | $ (39) | $ (60) |
Accounts receivable, net | $ 5,084 | $ 3,118 |
Balance Sheet Components - Allo
Balance Sheet Components - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance at beginning of period | $ 32 | $ 60 |
Additions charged (reductions credited) | 8 | (21) |
Balance at end of period | $ 40 | $ 39 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Finished goods | $ 2,903 | $ 1,707 |
Work-in-process | 2,155 | 1,096 |
Inventories | $ 5,058 | $ 2,803 |
Balance Sheet Components - Prop
Balance Sheet Components - Property Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Gross carrying amount | $ 27,898 | $ 24,416 |
Less: accumulated depreciation and amortization | (21,627) | (20,623) |
Property and equipment, net | $ 6,271 | $ 3,793 |
Balance Sheet Components - Acqu
Balance Sheet Components - Acquired Intangible Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets, gross | $ 6,730 | $ 6,730 | $ 0 | ||
Less: accumulated amortization | (316) | (316) | 0 | ||
Acquired intangible assets, net | 6,414 | 6,414 | 0 | ||
Amortization of acquired intangible assets | 316 | 266 | $ 0 | ||
Cost of revenue | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of acquired intangible assets | 249 | ||||
Selling, general and administrative | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of acquired intangible assets | 67 | $ 0 | 67 | $ 0 | |
Developed technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets, gross | 5,050 | $ 5,050 | 0 | ||
Developed technology | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful lives | 3 years | ||||
Developed technology | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful lives | 5 years | ||||
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets, gross | 1,270 | $ 1,270 | 0 | ||
Customer relationships | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful lives | 3 years | ||||
Customer relationships | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful lives | 5 years | ||||
Backlog and tradename | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets, gross | $ 410 | $ 410 | $ 0 | ||
Backlog and tradename | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful lives | 6 months | ||||
Backlog and tradename | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful lives | 18 months |
Balance Sheet Components - Futu
Balance Sheet Components - Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
2,017 | $ 610 | |
2,018 | 1,596 | |
2,019 | 1,505 | |
2,020 | 1,496 | |
2,021 | 1,117 | |
2,022 | 90 | |
Acquired intangible assets, net | $ 6,414 | $ 0 |
Balance Sheet Components - Good
Balance Sheet Components - Goodwill (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Aug. 02, 2017 | Dec. 31, 2016 |
Goodwill [Line Items] | |||
Goodwill | $ 18,021 | $ 0 | |
ViXS Systems, Inc. | |||
Goodwill [Line Items] | |||
Goodwill | $ 18,021 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Liabilities and Current Portion of Long-Term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||||
Accrued payroll and related liabilities | $ 4,149 | $ 2,169 | ||
Accrued commissions and royalties | 2,618 | 2,427 | ||
Accrued interest payable | 2,492 | 2,078 | ||
Current portion of accrued liabilities for asset financings | 1,822 | 389 | ||
Accrued costs related to restructuring | 795 | 60 | ||
Deferred revenue | 458 | 0 | ||
Liability for warranty returns | 34 | 28 | $ 25 | $ 49 |
Other | 3,831 | 709 | ||
Accrued liabilities and current portion of long-term liabilities | $ 16,199 | $ 7,860 |
Balance Sheet Components - Liab
Balance Sheet Components - Liability for Warranty Returns (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Balance at beginning of period | $ 28 | $ 49 |
Provision (benefit) | 15 | (4) |
Charge-offs | (9) | (20) |
Balance at end of period | $ 34 | $ 25 |
Balance Sheet Components - Shor
Balance Sheet Components - Short-Term Line of Credit (Narrative) (Details) $ in Thousands | Jul. 21, 2017USD ($) |
Balance Sheet Related Disclosures [Abstract] | |
Maximum borrowing capacity | $ 10,000 |
Line of credit facility, component of calculation for maximum borrowing amount under formula advances | $ 1,000 |
Line of credit facility maximum borrowing capacity limited by eligible AR | 80.00% |
Line of credit facility, maximum borrowing capacity under non-formula advances | $ 10,000 |
Convertible Debt - Schedule of
Convertible Debt - Schedule of Convertible Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 5,761 | $ 0 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 10.00% | |
Convertible Debt | 10% convertible notes | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 5,149 | |
Unamortized debt discount | (1,234) | |
Conversion feature, at fair value | 1,846 | |
Long-term debt | $ 5,761 | |
Stated interest rate | 10.00% |
Convertible Debt - Additional I
Convertible Debt - Additional Information (Details) CAD / shares in Units, CAD in Thousands, $ in Thousands | Aug. 02, 2017USD ($)shares | Sep. 30, 2017USD ($)sharesday | Dec. 31, 2017 | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)CAD / shares | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017CADCAD / shares |
Debt Instrument [Line Items] | |||||||||
Repayments of debt | $ 953 | $ 0 | |||||||
Discount accretion on convertible debt fair value | $ 72 | $ 0 | 72 | 0 | |||||
Fair value adjustment on convertible debt conversion option | 122 | $ 0 | 122 | $ 0 | |||||
Derivative liability | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Minimum | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price, percentage | 100.00% | ||||||||
Maximum | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price, percentage | 110.00% | ||||||||
Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||
Number of equity instruments (in shares) | shares | 892,751 | ||||||||
Fair value adjustment on convertible debt conversion option | $ 122 | ||||||||
Convertible Debt | 10% convertible notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of debt | $ 953 | ||||||||
Stated interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||
Threshold trading days | day | 5 | ||||||||
Stock price trigger | CAD / shares | $ 16.54 | ||||||||
Threshold consecutive trading days | day | 15 | ||||||||
Threshold trading days covenant, interest rate | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | ||||
Principal amount | $ 5,149 | $ 5,149 | $ 5,149 | $ 5,149 | |||||
Interest expense, debt | 101 | ||||||||
Discount accretion on convertible debt fair value | 81 | ||||||||
Foreign currency transaction gain (loss) | 25 | ||||||||
Foreign currency gain (loss) due to accretion of discount | (9) | ||||||||
Convertible Debt | 10% Convertible Notes, Due September 2019 | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | 2,484 | 2,484 | 2,484 | 2,484 | CAD 3,040 | ||||
Conversion price (in dollars per share) | CAD / shares | CAD 7.24 | ||||||||
Convertible Debt | 10% Convertible Notes, Due January 2020 | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 2,665 | $ 2,665 | $ 2,665 | $ 2,665 | CAD 3,324 | ||||
Conversion price (in dollars per share) | CAD / shares | CAD 7.13 | ||||||||
ViXS Systems, Inc. | |||||||||
Debt Instrument [Line Items] | |||||||||
Shares issued per acquired share (in shares) | shares | 0.04836 | ||||||||
ViXS Systems, Inc. | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 6,068 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Money market funds | $ 23,626 | $ 17,960 |
Convertible debt - including conversion feature | 5,450 | |
Conversion feature - convertible debt | 1,846 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Money market funds | 23,626 | 17,960 |
Convertible debt - including conversion feature | 0 | |
Conversion feature - convertible debt | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Money market funds | 0 | 0 |
Convertible debt - including conversion feature | 5,450 | |
Conversion feature - convertible debt | 1,846 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Money market funds | 0 | $ 0 |
Convertible debt - including conversion feature | 0 | |
Conversion feature - convertible debt | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Convertible Debt | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Volatility rate | 70.00% |
Credit spread | 14.50% |
Risk free interest rate | 1.50% |
Restructurings (Details)
Restructurings (Details) | 1 Months Ended | |
Sep. 30, 2017 | Apr. 30, 2016 | |
2017 Restructuring Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Approximate reduction in workforce from restructuring plan (percent) | 15.00% | |
Restructuring Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Approximate reduction in workforce from restructuring plan (percent) | 24.00% |
Restructurings - Components of
Restructurings - Components of Restructuring Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring expense | $ 1,481 | $ 3 | $ 1,481 | $ 2,608 |
Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring expense | 1,481 | 4,385 | ||
Restructuring Plan | Cost of revenue — restructuring: | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Tooling and inventory write offs | 0 | 1,679 | ||
Employee severance and benefits | 0 | 98 | ||
Total restructuring expense | 0 | 1,777 | ||
Restructuring Plan | Operating expenses — restructuring: | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Employee severance and benefits | 1,481 | 2,513 | ||
Licensed technology and other assets write offs | 0 | 65 | ||
Other | 0 | 30 | ||
Total restructuring expense | $ 1,481 | $ 2,608 |
Restructurings - Restructuring
Restructurings - Restructuring Reserve Rollforward (Details) - Restructuring Plan $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance as of December 31, 2016 | $ 60 |
Expensed | 1,481 |
Payments | (746) |
Balance as of September 30, 2017 | 795 |
Employee severance and benefits | |
Restructuring Reserve [Roll Forward] | |
Balance as of December 31, 2016 | 60 |
Expensed | 1,481 |
Payments | (746) |
Balance as of September 30, 2017 | $ 795 |
Research and Development (Detai
Research and Development (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Research and Development [Abstract] | ||
Amount receivable as of date of development agreement | $ 4,000 | |
Amounts payable upon completion of milestones | 2,000 | |
Research and development benefit recognized | $ 1,311 | $ 4,000 |
Interest Expense and Other, N50
Interest Expense and Other, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Other Income and Expenses [Abstract] | |||||
Interest expense | [1] | $ (385) | $ (107) | $ (631) | $ (337) |
Fair value adjustment on convertible debt conversion option | (122) | 0 | (122) | 0 | |
Discount accretion on convertible debt fair value | (72) | 0 | (72) | 0 | |
Interest income | 51 | 8 | 97 | 32 | |
Total interest expense and other, net | [2] | $ (528) | $ (99) | $ (728) | $ (305) |
[1] | Increase in the 2017 periods compared to the 2016 periods due to contractual interest on convertible debt, as well as imputed interest on short and long-term liabilities acquired as a part of the Acquisition. | ||||
[2] | Includes: Fair value adjustment on convertible debt conversion option122 — 122 —Discount accretion on convertible debt fair value72 — 72 — |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Reversal of uncertain tax positions | $ 191 | $ 170 | |
Liability for uncertain tax positions | 1,468 | $ 1,419 | |
Reduction to deferred tax assets | 570 | $ 560 | |
Estimated decrease in total gross unrecognized tax benefits as a result of resolutions of global tax examinations and expiration of applicable statutes of limitations, including interest and penalties | 18 | ||
Excess tax benefits | $ 485 |
Earnings Per Share - Earnings P
Earnings Per Share - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (4,706) | $ (1,242) | $ (621) | $ (11,444) |
Weighted average shares outstanding, basic | 32,552 | 28,313 | 30,545 | 28,139 |
Net loss per share - basic and diluted | $ (0.14) | $ (0.04) | $ (0.02) | $ (0.41) |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive Effect on Weighted Average Shares (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Employee equity incentive plans | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,035 | 4,952 | 3,853 | 4,643 |
Convertible debt | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 625 | 0 | 211 | 0 |
Segment Information - Geographi
Segment Information - Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Revenue, net | [1] | $ 18,758 | $ 13,656 | $ 62,189 | $ 37,403 |
Japan | |||||
Revenue, net | 17,303 | 11,255 | 50,664 | 31,207 | |
China | |||||
Revenue, net | 631 | 394 | 1,227 | 891 | |
United States | |||||
Revenue, net | 454 | 20 | 575 | 74 | |
Taiwan | |||||
Revenue, net | 218 | 1,268 | 6,315 | 3,537 | |
Europe | |||||
Revenue, net | 118 | 175 | 2,059 | 475 | |
Korea | |||||
Revenue, net | 34 | 273 | 821 | 688 | |
Other | |||||
Revenue, net | $ 0 | $ 271 | $ 528 | $ 531 | |
[1] | Includes amortization of deferred revenue fair value adjustment25 — 25 — |
Segment Information - Major Cus
Segment Information - Major Customers (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting Information | |
Number of customers included in five largest customer concentration disclosure | 5 |
Revenue, net | Minimum | |
Segment Reporting Information | |
Concentration risk benchmark percentage | 10.00% |
Accounts Receivable | Minimum | |
Segment Reporting Information | |
Concentration risk benchmark percentage | 10.00% |
Segment Information - Revenue b
Segment Information - Revenue by Major Customer (Details) - Revenue, net | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
All distributors | |||||
Revenue, Major Customer | |||||
Percentage of revenue | 40.00% | 35.00% | 46.00% | 42.00% | |
Distributor A | |||||
Revenue, Major Customer | |||||
Percentage of revenue | 25.00% | 17.00% | 27.00% | 24.00% | |
Top five end customers | |||||
Revenue, Major Customer | |||||
Percentage of revenue | [1] | 88.00% | 83.00% | 79.00% | 82.00% |
End customer A | |||||
Revenue, Major Customer | |||||
Percentage of revenue | [1] | 60.00% | 62.00% | 48.00% | 54.00% |
End customer B | |||||
Revenue, Major Customer | |||||
Percentage of revenue | [1] | 8.00% | 2.00% | 10.00% | 7.00% |
[1] | End customers include customers who purchase directly from us, as well as customers who purchase our products indirectly through distributors. |
Segment Information - Accounts
Segment Information - Accounts Receivable by Major Customer (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Accounts Receivable | Account X | ||
Segment Reporting Information | ||
Percentage of accounts receivable | 70.00% | 54.00% |