PIXELWORKS, INC 10-Q

Item 1. Financial Statements. PIXELWORKS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) June 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 54,477 $ 56,821 Accounts receivable, net 7,422 10,047 Inventories 5,530 1,760 Prepaid expenses and other current assets 2,693 3,745 Total current assets 70,122 72,373 Property and equipment, net 7,191 4,632 Operating lease right-of-use assets 5,640 3,331 Other assets, net 2,683 3,580 Goodwill 18,407 18,407 Total assets $ 104,043 $ 102,323 LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,431 $ 3,143 Accrued liabilities and current portion of long-term liabilities 9,018 8,849 Current portion of income taxes payable 431 519 Total current liabilities 10,880 12,511 Long-term liabilities, net of current portion 1,883 1,005 Deposit liability 13,214 13,537 Operating lease liabilities, net of current portion 3,588 2,148 Income taxes payable, net of current portion 929 872 Total liabilities 30,494 30,073 Commitments and contingencies (Note 12) Redeemable non-controlling interest 27,708 28,919 Shareholders’ equity: Preferred stock — — Common stock 483,810 481,229 Accumulated other comprehensive income 4,198 2,178 Accumulated deficit ( 466,418 ) ( 450,985 ) Total Pixelworks, Inc. shareholders’ equity 21,590 32,422 Non-controlling interest 24,251 10,909 Total shareholders' equity 45,841 43,331 Total liabilities, redeemable non-controlling interest and shareholders’ equity $ 104,043 $ 102,323 See accompanying notes to condensed consolidated financial statements. 6 Table of Contents PIXELWORKS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue, net $ 13,605 $ 19,078 $ 23,571 $ 35,706 Cost of revenue (1) 8,121 9,730 13,720 17,595 Gross profit 5,484 9,348 9,851 18,111 Operating expenses: Research and development (2) 6,507 8,521 15,173 15,681 Selling, general and administrative (3) 5,468 6,024 11,540 11,508 Total operating expenses 11,975 14,545 26,713 27,189 Loss from operations ( 6,491 ) ( 5,197 ) ( 16,862 ) ( 9,078 ) Interest income and other, net 473 101 1,144 263 Total other income, net 473 101 1,144 263 Loss before income taxes ( 6,018 ) ( 5,096 ) ( 15,718 ) ( 8,815 ) Provision (benefit) for income taxes 126 ( 88 ) 160 315 Net loss ( 6,144 ) ( 5,008 ) ( 15,878 ) ( 9,130 ) Less: Net (income) loss attributable to redeemable non-controlling interest 107 — 445 ( 470 ) Net loss attributable to Pixelworks Inc. $ ( 6,037 ) $ ( 5,008 ) $ ( 15,433 ) $ ( 9,600 ) Net loss attributable to Pixelworks Inc. per share - basic and diluted $ ( 0.11 ) $ ( 0.09 ) $ ( 0.28 ) $ ( 0.18 ) Weighted average shares outstanding - basic and diluted 55,917 54,120 55,666 53,901 (1) Includes: Stock-based compensation 22 59 46 67 Amortization of acquired intangible assets — — — 72 (2) Includes stock-based compensation 527 647 1,018 1,230 (3) Includes: Stock-based compensation 710 989 1,361 1,447 Amortization of acquired intangible assets — — — 18 See accompanying notes to condensed consolidated financial statements. 7 Table of Contents PIXELWORKS, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss $ ( 6,144 ) $ ( 5,008 ) $ ( 15,878 ) $ ( 9,130 ) Other comprehensive loss: Foreign currency translation adjustment 2,353 1,668 2,020 1,516 Comprehensive loss ( 3,791 ) ( 3,340 ) ( 13,858 ) ( 7,614 ) Less: comprehensive (income) loss attributable to redeemable non-controlling interest 107 — 445 ( 470 ) Total comprehensive loss attributable to Pixelworks, Inc. $ ( 3,684 ) $ ( 3,340 ) $ ( 13,413 ) $ ( 8,084 ) See accompanying notes to condensed consolidated financial statements. 8 Table of Contents PIXELWORKS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 30, 2023 2022 Cash flows from operating activities: Net loss $ ( 15,878 ) $ ( 9,130 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 2,425 2,744 Depreciation and amortization 2,158 2,166 Reversal of uncertain tax positions ( 2 ) ( 121 ) Deferred income tax expense — 374 Amortization of acquired intangible assets — 90 Changes in operating assets and liabilities: Accounts receivable, net 2,625 ( 3,723 ) Inventories ( 3,770 ) ( 729 ) Prepaid expenses and other current and long-term assets, net 3,474 2,134 Accounts payable ( 2,226 ) 719 Accrued current and long-term liabilities ( 2,623 ) ( 4,270 ) Income taxes payable ( 29 ) ( 69 ) Net cash used in operating activities ( 13,846 ) ( 9,815 ) Cash flows from investing activities: Purchases of property and equipment ( 2,704 ) ( 839 ) Purchases of licensed technology — ( 957 ) Net cash used in investing activities ( 2,704 ) ( 1,796 ) Cash flows from financing activities: Net proceeds from issuance of equity interest to non-controlling interest 14,596 — Payments on asset financings ( 546 ) ( 625 ) Proceeds from issuance of common stock under employee equity incentive plans 156 217 Net cash provided by (used in) financing activities 14,206 ( 408 ) Net decrease in cash and cash equivalents ( 2,344 ) ( 12,019 ) Cash and cash equivalents, beginning of period 56,821 61,587 Cash and cash equivalents, end of period $ 54,477 $ 49,568 Supplemental disclosure of cash flow information: Cash paid during the period for income taxes, net of refunds received $ 187 $ 131 Cash paid during the period for interest 76 101 Non-cash investing and financing activities: Acquisitions of property and equipment and other assets under extended payment terms $ 1,888 $ 160 See accompanying notes to condensed consolidated financial statements. 9 Table of Contents PIXELWORKS, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (In thousands, except share data) (Unaudited) Common Stock Accumulated Other Comprehensive Income (loss) Accumulated Deficit Non-Controlling Interest Total Shareholders' Equity 2023 Shares Amount Balance as of December 31, 2022 55,113,186 $ 481,229 $ 2,178 $ ( 450,985 ) $ 10,909 $ 43,331 Stock issued under employee equity incentive plans 606,539 156 — — — 156 Stock-based compensation expense — 1,166 — — — 1,166 Foreign currency translation adjustment — — ( 333 ) — ( 33 ) ( 366 ) Net proceeds from issuance of equity interest to non-controlling interest — — — — 14,596 14,596 Net loss attributable to non-controlling interest — — — — ( 338 ) ( 338 ) Net loss attributable to Pixelworks, Inc. — — — ( 9,396 ) — ( 9,396 ) Balance as of March 31, 2023 55,719,725 $ 482,551 $ 1,845 $ ( 460,381 ) $ 25,134 $ 49,149 Stock issued under employee equity incentive plans 396,703 — — — — — Stock-based compensation expense — 1,259 — — — 1,259 Foreign currency translation adjustment — — 2,353 — ( 776 ) 1,577 Net loss attributable to non-controlling interest — — — — ( 107 ) ( 107 ) Net loss attributable to Pixelworks, Inc. — — — ( 6,037 ) — ( 6,037 ) Balance as of June 30, 2023 56,116,428 $ 483,810 $ 4,198 $ ( 466,418 ) $ 24,251 $ 45,841 2022 Balance as of December 31, 2021 53,367,136 $ 475,644 $ ( 468 ) $ ( 434,955 ) $ — $ 40,221 Stock issued under employee equity incentive plans 630,876 217 — — — 217 Stock-based compensation expense — 1,049 — — — 1,049 Foreign currency translation adjustment — — ( 152 ) — — ( 152 ) Net loss attributable to Pixelworks, Inc. — — — ( 4,592 ) — ( 4,592 ) Balance as of March 31, 2022 53,998,012 $ 476,910 $ ( 620 ) $ ( 439,547 ) $ — $ 36,743 Stock issued under employee equity incentive plans 233,860 — — — — — Stock-based compensation expense — 1,695 — — — 1,695 Foreign currency translation adjustment — — 1,668 — — 1,668 Net loss attributable to Pixelworks, Inc. — — — ( 5,008 ) — ( 5,008 ) Balance as of June 30, 2022 54,231,872 $ 478,605 $ 1,048 $ ( 444,555 ) $ — $ 35,098 See accompanying notes to condensed consolidated financial statements. 10 Table of Contents PIXELWORKS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share data) (Unaudited) NOTE 1: BASIS OF PRESENTATION Nature of Business Pixelworks is a leading provider of high-performance and power-efficient visual processing semiconductor and software solutions that enable consistently high-quality and authentic viewing experiences in a wide variety of applications. We define our primary target markets as Mobile (smartphone and tablet), Home & Enterprise (projectors, personal video recorders ("PVR"), and over-the-air ("OTA") streaming devices), and Cinema (creation, remastering, and delivery of digital video content). Previously we classified our primary target markets as Mobile, Projector, Video Delivery and Cinema, but have since aggregated the Projector and Video Delivery categories into one market called "Home & Enterprise". Pixelworks has been a pioneer in visual processing technology for over 20 years. We were one of the first companies to commercially launch a video System on Chip ("SoC") capable of deinterlacing 1080i HDTV signals and one of the first companies with a commercial dual-channel 1080i deinterlacer integrated circuit. We launched one of the industry’s first single-chip SoCs for digital projection. We were the first company to integrate motion estimation / motion compensation technology ("MEMC") as a mobile-optimized solution for smartphones. In 2019, we introduced our Hollywood award-winning TrueCut® video platform, the industry’s first motion grading technology that allows fine tuning of motion appearance in cinematic content. As of June 30, 2023, we had an intellectual property portfolio of 280 patents related to the visual display of digital image data. We focus our research and development efforts on developing video algorithms that improve quality, and architectures that reduce system power, cost, bandwidth and increase overall system performance and device functionality. We seek to expand our technology portfolio through internal development and co-development with business partners, and we continually evaluate acquisition opportunities and other ways to leverage our technology into other high-value markets. Our core visual processing technology intelligently processes digital images and video from a variety of sources and optimizes the content for a superior viewing experience. Rapid growth in video and gaming consumption, combined with the move towards bright, high resolution, high frame rate and high refresh rate displays, especially in mobile, is increasing the demand for our solutions. Our technologies can be applied across a wide range of applications: cinema theaters, low-power mobile tablets, smartphones, streaming devices, and digital projectors for the home, school, or the workplace. Our products are designed and optimized for power, cost, bandwidth, viewer experience, and overall system performance, according to the requirements of the specific application. On occasion, we have also licensed our technology. During the third quarter of 2021, we engaged in a strategic plan to re-align our Mobile and Home & Enterprise businesses to improve their focus on their Asia-centered customers and employee stakeholders. Our subsidiary, Pixelworks Semiconductor Technology (Shanghai) Co., Ltd. (or "PWSH"), now operates these businesses as a full profit-and-loss center underneath Pixelworks. In connection with this strategic plan, the Company and PWSH closed three separate financing transactions in 2021 and 2022, which are further described in "Note 13: Redeemable Non-Controlling Interest and Equity Interest of PWSH Sold to Employees" and "Note 14: Non-Controlling Interest", which are incorporated by reference into this section. PWSH is in the process of preparing to file an application for an initial public offering of PWSH shares on the Shanghai Stock Exchange’s Science Technology Innovation Board, known as the STAR Market (the “Listing”). We believe that the Listing will have many benefits, including improved access to new capital markets and the funding of PWSH’s growth worldwide. We presently intend to qualify PWSH to apply for the Listing in the second half of 2023. The process of going public on the STAR Market is lengthy and includes several periods of review by various government agencies of the People’s Republic of China (“PRC”), such as the Shanghai Stock Exchange and the China Securities Regulatory Commission (“CSRC”). There is no guarantee that PWSH will be approved for a Listing at any point in the future. The listing of PWSH on the STAR Market will not change the status of PXLW as a U.S. public company. We are neither a PRC operating company nor do we conduct our operations in China through the use of variable interest entities. 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"). 11 Table of Contents Condensed Consolidated Financial Statements The financial information included herein for the three and six months ended June 30, 2023 and 2022 is prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and is unaudited. Such information reflects all adjustments, consisting of only normal recurring adjustments, that are, in the opinion of management, necessary for a fair presentation of our condensed consolidated financial statements for these interim periods. The financial information as of December 31, 2022 is derived from our audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2022, included in Item 8 of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 8, 2023, and should be read in conjunction with such consolidated financial statements. The results of operations for the three and six months ended June 30, 2023 and 2022 are not necessarily indicative of the results expected for future periods or for the entire fiscal year ending December 31, 2023. Recent Accounting Pronouncements The Company’s recently adopted accounting pronouncements are disclosed in "Note 2. Summary of Significant Accounting Policies" in Part II, Item 8 of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 8, 2023. We did not adopt any new accounting pronouncements during the three months ended June 30, 2023. 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 share-based payments, income taxes, litigation and other contingencies. The actual results experienced could differ materially from our estimates. NOTE 2: BALANCE SHEET COMPONENTS Accounts Receivable, Net Accounts receivable are contract assets that arise from the performance of our obligation pursuant to our contracts with our customers and represent our unconditional right to payment for the satisfaction of our performance obligations. They 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 net, consist of the following: June 30, 2023 December 31, 2022 Accounts receivable, gross $ 7,453 $ 10,124 Less: allowance for doubtful accounts ( 31 ) ( 77 ) Accounts receivable, net $ 7,422 $ 10,047 The following is the change in our allowance for doubtful accounts: Six Months Ended June 30, 2023 2022 Balance at beginning of period $ 77 $ 36 Additions charged (reductions credited) ( 46 ) 17 Balance at end of period $ 31 $ 53 12 Table of Contents 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). Inventories consist of the following: June 30, 2023 December 31, 2022 Finished goods $ 3,018 $ 480 Work-in-process 2,512 1,280 Inventories $ 5,530 $ 1,760 Property and Equipment, Net Property and equipment, net consists of the following: June 30, 2023 December 31, 2022 Gross carrying amount $ 24,942 $ 20,792 Less: accumulated depreciation and amortization ( 17,751 ) ( 16,160 ) Property and equipment, net $ 7,191 $ 4,632 Acquired Intangible Assets, Net In connection with the acquisition of ViXS (the "Acquisition"), we recorded certain identifiable intangible assets. Acquired intangible assets resulting from this transaction were assigned to Pixelworks, Inc., and consist of the following: June 30, 2023 December 31, 2022 Developed technology $ 5,050 $ 5,050 Customer relationships 1,270 1,270 Backlog and tradename 410 410 6,730 6,730 Less: accumulated amortization ( 6,730 ) ( 6,730 ) Acquired intangible assets, net $ — $ — Developed technology and customer relationships were fully amortized as of March 31, 2022, tradename was fully amortized as of March 31, 2019 and backlog was fully amortized as of September 30, 2018. Goodwill Goodwill resulted from the Acquisition, whereby we recorded goodwill of $ 18,407 . Goodwill is not amortized; however, we review goodwill for impairment annually and whenever events or changes in circumstances indicate that the fair value of the reporting unit may be less than it's carrying value. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in our business climate or 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 or adverse changes in legal factors, regulation or business environment. There were no such triggering events requiring a goodwill impairment assessment during the six months ended June 30, 2023. We perform our annual impairment assessment for goodwill on November 30 of each year. 13 Table of Contents Accrued Liabilities and Current Portion of Long-Term Liabilities Accrued liabilities and current portion of long-term liabilities consist of the following: June 30, 2023 December 31, 2022 Accrued payroll and related liabilities $ 3,136 $ 3,632 Operating lease liabilities, current 2,182 1,391 Current portion of accrued liabilities for asset financings 1,412 876 Deferred revenue 175 230 Accrued interest payable 114 246 Accrued commissions and royalties 33 210 Liability for warranty returns 12 15 Other 1,954 2,249 Accrued liabilities and current portion of long-term liabilities $ 9,018 $ 8,849 Deferred revenues are contract liabilities that arise when cash payments are received or due in advance of the satisfaction of our performance obligations. Any increase in deferred revenues is driven by cash payments received or due in advance of satisfying our performance obligation pursuant to the contract with the customer. Any decrease in deferred revenues is due to the recognition of revenue related to satisfying our performance obligation. The change in deferred revenue is as follows: Six Months Ended June 30, 2023 2022 Deferred revenue: Balance at beginning of period $ 230 $ 50 Revenue deferred 130 410 Revenue recognized ( 185 ) ( 255 ) Balance at end of period $ 175 $ 205 14 Table of Contents NOTE 3: 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 measured at fair value on a recurring basis in the condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022: Level 1 Level 2 Level 3 Total As of June 30, 2023: Assets: Cash equivalents: Certificates of deposit $ 11,000 $ — $ — $ 11,000 Money market funds 3,673 — — 3,673 As of December 31, 2022: Assets: Cash equivalents: Money market funds $ 18,836 $ — $ — $ 18,836 Certificates of deposit 5,000 — — 5,000 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. 15 Table of Contents NOTE 4: LEASES We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, accrued liabilities and current portion of long-term liabilities, and operating lease liabilities in our condensed consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Operating lease ROU assets also exclude lease incentives received. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. We have operating leases for office buildings and one vehicle. Our leases have remaining lease terms of one year to four years . Supplemental information related to lease expense and valuation of the ROU assets and lease liabilities was as follows: Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Operating lease cost: $ 643 $ 668 $ 1,259 $ 1,345 Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,172 $ 1,357 Leased assets obtained in exchange for new operating lease liabilities 3,422 — Weighted average remaining lease term (in years) 2.66 2.70 Weighted average discount rate 6.83 % 5.02 % Future minimum lease payments under non-cancellable leases as of June 30, 2023 were as follows: Operating Lease Payments Six months ending December 31, 2023 $ 1,199 Years ending December 31: 2024 2,513 2025 1,851 2026 705 Thereafter 87 Total operating lease payments 6,355 Less imputed interest ( 585 ) Total operating lease liabilities $ 5,770 As of June 30, 2023, we had no operating lease liabilities that had not commenced. 16 Table of Contents NOTE 5: REVENUE Revenue is recognized when control of the promised good or service is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Our principal revenue generating activities consist of the following: Product Sales - We sell integrated circuit products, also known as “chips” or “ICs”, based upon a customer purchase order, which includes a fixed price per unit. ICs are sold into two target end markets: Mobile and Home & Enterprise. We have elected to account for shipping and handling as activities to fulfill the promise to transfer the goods, and not evaluate whether these activities are promised services to the customer. We generally satisfy our single performance obligation upon shipment of the goods to the customer and recognize revenue at a point in time upon shipment of the underlying product. Our shipments are subject to limited return rights subject to our limited warranty for our products sold. In addition, we may provide other credits to certain customers pursuant to price protection and stock rotation rights, all of which are considered variable consideration when estimating the amount of revenue to recognize. We use the “most likely amount” method to determine the amount of consideration to which we are entitled. Our estimate of variable consideration is reassessed at the end of each reporting period based on changes in facts and circumstances. Historically, returns and credits have not been material. Engineering Services - We enter into contracts for professional engineering services that include software development and customization. We identify each performance obligation in our engineering services agreements (“ESAs”) at contract inception. The ESA generally includes project deliverables specified by the customer. The performance obligations in the ESA are generally combined into one deliverable, with the pricing for services stated at a fixed amount. Services provided under the ESA generally result in the transfer of control over time. We recognize revenue on ESAs based on the proportion of labor hours expended to the total hours expected to complete the contract performance obligation. ESAs could include substantive customer acceptance provisions. In ESAs that include substantive customer acceptance provisions, we recognize revenue upon customer acceptance. License Revenue - On occasion, we derive revenue from the license of our internally developed intellectual property ("IP"). Additionally, for certain IP license agreements, royalties are collected as customers sell their own products that incorporate our IP. IP licensing agreements that we enter into generally provide licensees the right to incorporate our IP components in their products with terms and conditions that vary by licensee. Fees under these agreements generally include license fees or royalty fees relating to our IP and support service fees, resulting in two performance obligations. We evaluate each performance obligation, which generally results in the transfer of control at a point in time for the license fee and over time for support services. Royalties are recognized as revenue is earned, generally when the customer sells its products that incorporate our IP. Other - From time-to-time, we enter into arrangements for other revenue generating activities, such as providing technical support services to customers through technical support agreements. In each circumstance, we evaluate such arrangements for our performance obligations which generally results in the transfer of control for such services over time. Historically, such arrangements have not been material to our operating results. 17 Table of Contents The following table provides information about disaggregated revenue based on the preceding categories, with IC sales disaggregated further into net revenue from external customers for each group of similar products, for the three and six months ended June 30, 2023 and 2022: Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 IC sales $ 13,535 $ 18,694 $ 23,215 $ 35,149 Engineering services, license and other 70 384 356 557 Total revenues $ 13,605 $ 19,078 $ 23,571 $ 35,706 IC sales by end market: Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Mobile market $ 6,858 $ 7,209 $ 9,921 $ 12,780 Home & Enterprise market 6,677 11,485 13,294 22,369 Total IC sales $ 13,535 $ 18,694 $ 23,215 $ 35,149 For segment information, including revenue by geographic region, see "Note 10: Segment Information". Our contract balances include accounts receivable and deferred revenue. For information concerning these contract balances, see "Note 2: Balance Sheet Components". Payment terms and conditions for goods and services provided vary by contract; however, payment is generally required within 30 to 60 days of invoicing. We have not identified any material costs incurred associated with obtaining a contract with a customer which would meet the criteria to be capitalized, therefore, these costs are expensed as incurred. There is no amount of transaction price allocated to unsatisfied performance obligations with an original expected duration of greater than one year. Revenue related to the Cinema market was not material during the three and six months ended June 30, 2023 and 2022, and was therefore included in the engineering, services, license revenue and other category within the Mobile market. NOTE 6: INTEREST INCOME AND OTHER, NET Interest income and other, net, consists of the following: Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Interest income $ 480 $ 94 $ 987 $ 224 Other income 17 16 125 61 Interest expense ( 24 ) ( 9 ) 32 ( 22 ) Total interest income and other, net $ 473 $ 101 $ 1,144 $ 263 18 Table of Contents NOTE 7: RESEARCH AND DEVELOPMENT During the third quarter of 2021, 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. 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, $ 5,800 was payable by the customer within 60 days of the date of the agreement and three additional payments of $ 2,500 , $ 1,900 and $ 1,300 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 offsets to research and development expense of $ 1,900 and $ 855 , during the three months ended June 30, 2023 and 2022, respectively and $ 1,900 and $ 1,838 during the six months ended June 30, 2023 and 2022, respectively. NOTE 8: INCOME TAXES The provision for income taxes during the 2023 and 2022 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 $ 2 and $ 121 during the first six months of 2023 and 2022, 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, with the exception of Canada and China, as we believe that it is more likely than not that we will realize a benefit from those assets. As of June 30, 2023 and December 31, 2022, the amount of our uncertain tax positions was a liability of $ 382 and $ 1,643 , respectively, as well as a contra deferred tax asset of $ 1,470 and $ 1,353 , 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 or if the statute of limitation expires, 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 $ 3 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 condensed consolidated statements of operations. 19 Table of Contents NOTE 9: EARNINGS (LOSS) 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 Six Months Ended June 30, June 30, 2023 2022 2023 2022 Net loss $ ( 6,144 ) $ ( 5,008 ) $ ( 15,878 ) $ ( 9,130 ) Less: Net (income) loss attributable to redeemable non-controlling interest 107 — 445 ( 470 ) Net loss attributable to Pixelworks, Inc. - for purposes of earnings per share calculation $ ( 6,037 ) $ ( 5,008 ) $ ( 15,433 ) $ ( 9,600 ) Weighted average shares outstanding - basic and diluted 55,917 54,120 55,666 53,901 Net loss attributable to Pixelworks, Inc. per share - basic and diluted $ ( 0.11 ) $ ( 0.09 ) $ ( 0.28 ) $ ( 0.18 ) Basic and diluted earnings (loss) per share was computed by dividing the net income (loss) by the weighted-average number of common shares outstanding for the period. The numerator adjustments include an allocation of PWSH income to the non-controlling interests, the redeemable non-controlling interests and the employee owned entities. The equity interest associated with the employee-owned entities are considered participating securities at PWSH and will be allocated income, however, they are not required to fund losses, and therefore, no allocations of losses will be made to the employee owned entities in periods of loss at PWSH. 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. 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 Six Months Ended June 30, June 30, 2023 2022 2023 2022 Employee equity incentive plans 4,427 4,457 3,986 4,131 20 Table of Contents NOTE 10: SEGMENT INFORMATION We operate in one segment: the design, development, marketing and sale of IC solutions for use in electronic display devices. We generate our revenue from two broad product markets: the Mobile market and the Home & Enterprise market. The chief operating decision maker, or CODM, is our CEO. Our CODM evaluates financial performance and allocates resources using financial information reported on a company-wide basis. The Cinema market does not contribute material revenue and is therefore being included in this one segment. Geographic Information Revenue by geographic region, is as follows: Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Japan $ 5,122 $ 9,298 $ 10,681 $ 16,696 China 8,203 8,757 12,129 15,888 Taiwan 231 793 652 1,957 United States 49 230 109 1,088 Europe — — — 77 $ 13,605 $ 19,078 $ 23,571 $ 35,706 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 Six Months Ended June 30, June 30, 2023 2022 2023 2022 Distributors: All distributors 71 % 62 % 64 % 62 % Distributor A 49 % 37 % 41 % 35 % Distributor B 9 % 13 % 11 % 13 % End customers: 1 Top five end customers 87 % 81 % 85 % 79 % End customer A 29 % 36 % 34 % 34 % End customer B 29 % 21 % 24 % 11 % End customer C 11 % — % 7 % 2 % End customer D 9 % — % 11 % — % End customer E — % 13 % — % 22 % 1 End customers include customers who purchase directly from us, as well as customers who purchase our products indirectly through distributors. The following accounts represented 10% or more of total accounts receivable in at least one of the periods presented: June 30, 2023 December 31, 2022 Account V 42 % 27 % Account W 27 % 31 % Account X 14 % 11 % Account Y 10 % 4 % Account Z — % 12 % 21 Table of Contents NOTE 11: 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. NOTE 12: 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 June 30, 2023, 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. Other Contractual Obligations As part of the Acquisition, we acquired debt associated with an agreement with the Government of Canada called Technology Partnerships Canada ("TPC"). As part of the TPC agreement, ViXS Systems, Inc. was provided funding to assist in research and development expenses of which a portion was later required to be repaid because the conditions for repayment were met. The scheduled payments are made on a quarterly basis and end in January 2024. As of June 30, 2023, $ 193 is included in accrued liabilities and current portion of long-term liabilities in our condensed consolidated balance sheets. 22 Table of Contents NOTE 13: REDEEMABLE NON-CONTROLLING INTEREST AND EQUITY INTEREST OF PWSH SOLD TO EMPLOYEES During the third quarter of 2021, Pixelworks and our subsidiary, PWSH, entered into a capital increase agreement (the "Capital Increase Agreement") with certain private equity and strategic investors based in China (collectively, the “Investors”) and certain entities which collectively are owned by approximately 75 % of the employees of PWSH and its subsidiaries (collectively, the “ESOP”) (together, the “Investors” and the “ESOP” are referred to below as the “Capital Contributors”). The ESOP entities do not qualify as Employee Share Ownership Programs under IRC 4975(e)(7), but do qualify as employee share ownership plans qualified under the laws of China, under which the employees hold a pro rata share of an ESOP partnership entity that then holds an equity ownership in trust for employees. Under the Capital Increase Agreement, during 2021, the Investors invested approximately $ 30,844 in exchange for a redeemable non-controlling equity interest of 10.45 % of PWSH and the ESOP entities invested approximately $ 12,329 in exchange for a redeemable non-controlling equity interest representing 5.95 % of PWSH, which includes a discount of 30 % from the valuation paid by the Investors. The agreement further provided that the Capital Contributors have a liquidation preference in PWSH, a right to co-sell their interest in PWSH along with the Company on the same terms and conditions as the Company, a right to participate on a pro rata basis in any future financing rounds of PWSH, and the Company’s agreement while it remains an owner of PWSH and for two (2) years thereafter to not compete with the business of PWSH, nor solicit or otherwise cause any of PWSH’s core employees or customers to end their relationship with PWSH. These rights all expire upon initial public offering on the STAR Market. Prior to entering into a certain supplemental agreement, each Investor had the right to require PWSH to redeem the entire equity interest held by such Investor, at the original purchase price paid plus 3 % annual interest, if PWSH did not consummate an initial public offering on the STAR Market on or before June 30, 2024. Based on this contingency, the initial carrying amount of the redeemable non-controlling interests was recorded at fair value on the date of issuance of PWSH equity interests, net of issuance costs and presented in temporary equity on the condensed consolidated balance sheets. Until the interest that was to accrue on the redeemable non-controlling interest was deleted with the Supplemental Agreement, the Company had elected to accrete changes in the redemption value of the redeemable non-controlling interests from the issuance date through the earliest redemption date of June 30, 2024 using the interest method (as the non-controlling interest was probable of becoming redeemable upon the passage of time for the original issuance price plus 3 % annual interest). On March 24, 2022, Pixelworks and our subsidiary, PWSH, entered into a Supplemental Agreement to the Capital Increase Agreement (the “Supplemental Agreement”) with the Capital Contributors. The Supplemental Agreement, among other things, deletes the interest that was to accrue on the redemption obligation of affiliated entities of PWSH, and adds a provision that will suspend the redemption obligation on the date PWSH files its initial public offering listing documents pending the approval of such documents by the applicable authorities. The suspension ends if PWSH withdraws the listing application or such application is finally rejected, at which point the redemption obligation will once again become effective with a deadline of the later of the date of the withdrawal/rejection and June 30, 2024. In connection with the Supplemental Agreement, on March 24, 2022, Pixelworks and the Capital Contributors entered into a Side Letter to the Capital Increase Agreement (“Side Letter”) which provides that, in the event of a change in control of Pixelworks, Pixelworks shall ensure that the definitive agreement related to such transaction includes a post-closing repurchase covenant that requires the successor entity in such transaction to repurchase all of PWSH’s equity held by a Capital Contributor at the original subscription price plus 20 % upon the request of the Capital Contributor within 60 days after (a) the change in control; or (b) if PWSH fails to consummate its initial public offering by June 30, 2024, because Pixelworks decides against pursuing the offering. If PWSH continues to diligently pursue the application but the initial public offering still fails to launch by June 30, 2024, the redemption obligation of the Supplemental Agreement would instead apply. The Side Letter terminates on the launch date of PWSH’s initial public offering. After entering into the Supplemental Agreement, the redeemable non-controlling interest will no longer accrete up to a redemption amount because the interest component has been removed. The Investors will continue to hold PWSH equity and be considered as a redeemable non-controlling interest, however, the redeemable non-controlling interest is only probable of becoming redeemable upon the passage of time for its original issuance price. Therefore, until the redemption feature expires, we will only allocate profits to the redeemable non-controlling interest and continue to recognize the non-controlling interest at an amount at least equal to its redemption value. Because the redeemable non-controlling interest is denominated in RMB, it will be revalued to USD at the end of each reporting period, with the changes in carrying value attributable to foreign currency being reflected within accumulated other comprehensive income on the condensed consolidated balance sheets. 23 Table of Contents Each of the ESOP entities has the right to require a repurchase of the entire equity interest held by such ESOP entities at the original purchase price paid plus 5 % annual interest, if PWSH does not achieve its Listing on or before December 31, 2024. Because the ESOP entities are owned by employees of PWSH and its subsidiaries and employees are required to render service until either the initial public offering on the STAR Market or repurchase date, the equity interest owned by the ESOP entities will be accounted for under ASC 718 (Compensation - Stock Compensation). The initial carrying amount of the investment has been recorded as a long-term deposit liability on the condensed consolidated balance sheets as the initial public offering cannot be considered probable at this time. We will recognize the periodic interest component of the award as compensation expense and accrete the long-term deposit liability to its redemption value as of December 31, 2024. Because the long-term deposit liability is denominated in RMB and is considered a monetary liability as defined in ASC 255 (Changing Prices), it will be revalued to USD at the end of each reporting period, with the changes in carrying value recorded as foreign currency gain/loss in our condensed consolidated statements of operations. The Supplemental Agreement does not remove the obligation to repurchase the ESOP interests if PWSH fails to consummate an initial public offering by December 31, 2024 along with the 5 % annual simple interest. On December 21, 2022, the Company and its subsidiary, PWSH, entered into a capital increase agreement (the “CIA”) with Jing Xin Ying (Shanghai) Management Consulting Partnership (Limited Partnership), an entity owned by certain of the employees of PWSH (the “ESOP”). The ESOP invested approximately $ 1,407 in exchange for an equity interest in PWSH of 0.54 %, based on a pre-money valuation of PWSH of RMB 1,750,000 ($ 251,256 USD), which includes a discount of 50 %. The CIA provides that if there is a change in control of PWSH that closes prior to its filing an application for the Listing, each capital contributor would be entitled to a minimum return of 10% on the price they paid for their respective equity interest, payable by the Company in cash at the close of the change in control transaction, with such right terminating automatically upon the filing by PWSH of the Listing. The ESOP has a redemption right that is identical to that held by the other ESOP investors from the financing round that closed in 2021: if the Listing is not consummated prior December 31, 2024, the 2022 ESOP may elect to require a repurchase of its respective equity interest for a price equal to the initial purchase price paid plus annual simple interest at a rate of 5 %. The process of going public on the STAR Market includes several periods of review and is therefore a lengthy process. There can be no assurances that PWSH will complete the Listing by June 30, 2024, or at all. In the event Pixelworks is required to redeem the entire equity interest held by the Investors or the ESOP entities, we may be required to seek additional capital in order to redeem their PWSH shares and there would be no assurances that such capital would be available on terms acceptable to us, if at all. Any redemptions could have a material adverse effect on our business, financial condition and results of operations. The listing of PWSH on China's STAR Market will not change our status as a U.S. public company. The components of the change in redeemable non-controlling interests for the six months ended June 30, 2023 are presented in the following table (in thousands): Carrying Value of Redeemable Non-Controlling Interest as of January 1, 2023 $ 28,919 Effect of foreign currency translation attributable to redeemable non-controlling interest ( 1,211 ) Carrying Value of Redeemable Non-Controlling Interest as of June 30, 2023 $ 27,708 24 Table of Contents NOTE 14: NON-CONTROLLING INTEREST On August 15, 2022, the Company entered into an Equity Transfer Agreement with certain private equity investors based in China (Hainan Qixin Investment Partnership (Limited Partnership) and Suzhou Saixiang Equity Investment Partnership (Limited Partnership)) (collectively, the “Purchasers”). Under this agreement, the Purchasers agreed to pay to the Company, subject to customary closing conditions, a total of 87,500 RMB, approximately $ 10,738 (net of issuance costs) at closing, in exchange for a 2.74 % equity interest in PWSH. The Company incurred costs related to the sale of equity in PWSH of $ 275 paid to a third party for assisting in the transaction close as well as 8,408 RMB to fulfill Chinese withholding tax requirements. Both of these costs are direct and incremental and related to the sale of equity in PWSH and as such will be included as costs that reduce proceeds and carrying amount of the NCI in the Company’s balance sheet. The Equity Transfer Agreement provides the Purchasers with some additional rights: (1) if there is a change in control of PWSH that closes prior to its filing an application for a listing on the STAR Board of the Shanghai Stock Exchange (the “Listing Application”), each Purchaser would be entitled to a minimum return of 10 % on the price they paid for their respective equity interest, payable by the Company in cash at the close of the change in control transaction, with such right terminating automatically upon the filing by PWSH of the Listing Application; and (2) the Company would cause PWSH to give each Purchaser a right to participate on a pro rata basis in any future financing rounds of PWSH, which right also would expire on the filing of a Listing Application. On December 21, 2022, the Company and its subsidiary, PWSH, entered into a capital increase agreement (the “CIA”) with certain private equity investors based in China who have agreed to pay a total of 99,000 RMB, approximately $ 14,596 (net of issuance costs) at closing, in exchange for an equity interest in PWSH of 2.76 %, based on a pre-money value of PWSH of 3,500,000 RMB, approximately $ 501,400 . This transaction closed in February 2023. The CIA provides that if there is a change in control of PWSH that closes prior to its filing an application for the Listing, each capital contributor would be entitled to a minimum return of 10 % on the price they paid for their respective equity interest, payable by the Company in cash at the close of the change in control transaction, with such right terminating automatically upon the filing by PWSH of the Listing. When the Company’s relative ownership interest in PWSH changes, adjustments to non-controlling interest and paid-in capital, tax effected, will occur. Because these changes in the ownership interest in PWSH do not result in a change of control, the transactions are accounted for as equity transactions under ASC Topic 810, Consolidation , which requires that any differences between the carrying value of the Company’s interest in PWSH and the fair value of the consideration received are recognized directly in equity and attributed to the controlling interest. Additionally, there are no substantive profit-sharing arrangements that would cause distributions to be other than pro rata. Therefore, profits and losses are attributed to the common shareholders of PWSH and non-controlling interest pro rata based on ownership interests in PWSH. The following table reconciles the initial investment by the Purchasers and the carrying value of their non-controlling interest as of the Closing Date (as defined in the Equity Transfer Agreement): Carrying Value of Permanent Equity Non-Controlling Interest as of January 1, 2023 $ 10,909 Increase in additional paid-in capital 14,742 Net loss attributable to non-controlling interest ( 445 ) Closing and direct costs incurred ( 146 ) Effect of foreign currency translation attributable to non-controlling interest ( 809 ) Carrying Value of Permanent Equity Non-Controlling Interest as of June 30, 2023 $ 24,251 25 Table of Contents