UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 30, 2019

MagnaChip Semiconductor Corporation

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code: (352) 45-62-62

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for MagnaChip Semiconductor Corporation and its consolidated subsidiaries for the first quarter ended March 31, 2019, as presented in a press release dated April 30, 2019.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

The following exhibit is furnished as part of this report:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

		Press Release

MagnaChip Reports First Quarter 2019 Financial Results

SEOUL, South Korea and SAN JOSE, Calif., April 30, 2019 — MagnaChip Semiconductor Corporation (NYSE: MX) today announced financial results for the first quarter of 2019.

Q1 2019 Summary

Second Quarter 2019 Business Outlook

For the second quarter of 2019, MagnaChip anticipates:

Statement on Strategic Evaluation of the Foundry business and Fab 4

Chairman of the Board Nader Tavakoli said, “The Board and Company-led strategic evaluation of the Foundry business and Fab 4 that was announced in February is ongoing and supported by our financial advisor, JP Morgan, and legal advisor, Paul, Weiss. The Company intends to provide updates about the strategic evaluation process in a timely manner when meaningful milestones are achieved. As stated previously, the Board is committed to improving MagnaChip’s profitability and unlocking shareholder value. As we proceed with the strategic evaluation of the Foundry business and Fab 4, we will be mindful of the best interests of all of our stakeholders, including shareholders, customers and employees.”

CEO Comments on Q1 business

“Revenue for both OLED and Power standard products achieved the highest levels ever recorded in the first quarter of a year, despite typically weak seasonal trends and a soft China smartphone market.

In the display segment, OLED revenue increased over 41% year over year, and we were awarded six OLED design wins from leading smartphone makers in China. We also commenced volume production of OLED DDICs for mid-range smartphones from a major Korean brand. We added our ninth OLED DDIC with the launch of the industry’s most power-efficient 28-nanometer OLED DDIC, manufactured with the most advanced process technology used for DDICs. We also announced an OLED ecosystem initiative with three companies initially to develop next-generation features to improve the functionality of OLED platform solutions in a wide range of products and markets.

In the Power segment, revenue from Premium products increased nearly 46% from the first quarter a year ago, and accounted for nearly 55% of Power revenue, as compared with 40% in the first quarter of 2018. We also continued to make inroads in the automotive sector, as we commenced shipments of two different high-voltage power standard products to a customer in that market.

Our Foundry revenue and fab utilization both experienced a severe decline in Q1, as was widely anticipated. While the Foundry business will remain weak in Q2, the business has recently showed signs of stabilizing.”    

First Quarter Financial Review

Total Revenue

Total revenue in the first quarter of 2019 was $157.4 million, down 5.1% as compared to reported revenue of $165.8 million from the first quarter of 2018, and down 12.3% from $179.4 million in the fourth quarter of 2018.

Segment Revenue

Foundry Services Group revenue in the first quarter was $57.1 million, down 26.3% from the first quarter of 2018, and down 31.3% from the fourth quarter of 2018.

Standard Products Group revenue in the first quarter was $100.3 million, up 13.5% YoY and up 4.2% sequentially. The improved results in the Standard Products Group year-over-year were primarily attributable to a sharp increase in revenue from mobile OLED display driver ICs in connection with the introduction of new OLED smartphones from manufacturers in China and Korea, and an increase in demand for premium Power products such as high-voltage MOSFETS, primarily for TV and industrial applications. The revenue improvement in the Standard Products Group was offset in part by a strategic reduction in demand of low-margin LCD business.

Total Gross Profit and Gross Profit Margin

Total gross profit in the first quarter of 2019 was $22.7 million or 14.4 % as a percentage of revenue as compared with gross profit of $44.6 million or 26.9% in the first quarter of 2018, and $43.9 million or 24.5% in the fourth quarter of 2018.

Segment Gross Profit Margin

Foundry Services Group gross profit margin was 6.4% as compared with 26.7% in the first quarter of 2018 and 23.2% in the fourth quarter of 2018. The Standard Products Group gross profit margin was 19.0% in the first quarter of 2019 as compared with 27.2% in the first quarter of 2018 and 25.6% in the fourth quarter of 2018. The sequential and YoY decline in the Standards Products Group gross profit margin was attributable in part by an additional inventory reserve of $3.3 million related to a legacy display product.

Operating Income, Net Income, Adjusted Net Income, Adjusted EBITDA

Operating loss, on a GAAP basis, for the first quarter of 2019 was $18.3 million, as compared with an income of $7.4 million in the first quarter of 2018 and an income of $7.9 million in the fourth quarter of 2018.

Net loss, on a GAAP basis, was $34.1 million or $1.00 per basic and diluted share in the first quarter of 2019, as compared with net income of $2.8 million or $0.08 per basic and diluted share in the first quarter of 2018, and net loss of $2.4 million or $0.07 per basic and diluted share in the fourth quarter of 2018.

Adjusted Net Loss, a non-GAAP financial measure, totaled $19.9 million or $0.58 per basic and diluted share in the first quarter of 2019, as compared with Adjusted Net Income of $1.4 million or $0.04 per basic and diluted share in the first quarter of 2018, and Adjusted Net Income of $3.5 million or $0.10 per basic and diluted share in the fourth quarter of 2018.

Adjusted EBITDA, a non-GAAP financial measure, in the first quarter of 2019 was negative $5.7 million or negative 3.6% of revenue in the first quarter of 2019, as compared with Adjusted EBITDA of $15.5 million or 9.3% of revenue in the first quarter of 2018, and Adjusted EBITDA of $17.4 million or 9.7% of revenue in the fourth quarter of 2018.

Management believes that non-GAAP financial measures, when viewed in conjunction with GAAP results, can provide a meaningful understanding of the factors and trends affecting MagnaChip’s business and operations and assist in evaluating our core operating performance. However, such non-GAAP financial measures have limitations and should not be considered as a substitute for net income or as a better indicator of our operating performance than measures that are presented in accordance with GAAP. A reconciliation of GAAP results to non-GAAP results is included in this press release.

Cash and cash equivalents totaled $105.8 million in the first quarter of 2019, down from $132.4 million at the end of the fourth quarter of 2018.

First Quarter 2019 and Recent Company Highlights

MagnaChip announced:

http://investors.magnachip.com/news-releases/news-release-details/magnachip-launches-28-nanometer-oled-ddic-smartphone-displays

http://investors.magnachip.com/news-releases/news-release-details/magnachip-announces-initiative-develop-next-generation-display

http://investors.magnachip.com/news-releases/news-release-details/magnachip-and-elan-microelectronics-announce-partnership-expand

http://investors.magnachip.com/news-releases/news-release-details/magnachip-and-hideep-inc-announce-partnership-develop-enhanced

http://investors.magnachip.com/news-releases/news-release-details/magnachip-and-melfas-inc-announce-partnership-collaborate-oled

http://investors.magnachip.com/news-releases/news-release-details/magnachip-offers-013-micron-18v-high-voltage-gen2-technology

First Quarter 2019 Conference Call

The conference call will be webcast live today (April 30, 2019) at 5:00 p.m. EDT and also is available by dialing toll-free at 1-844-536-5472. International call-in participants can dial 1-614-999-9318. The conference ID number is 8618428. Participants are encouraged to initiate their calls at least 10 minutes in advance of the 5:00 p.m. EDT start time to ensure a timely connection. The webcast and earnings release will be accessible at www.magnachip.com. A replay of the conference call will be available the same day and will run for 72 hours. The replay dial-in numbers are 1-404-537-3406 or toll-free at 1-855-859-2056. The access code is 8618428.

About MagnaChip Semiconductor Corporation

MagnaChip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, industrial and automotive applications. The Company’s Standard Products Group and Foundry Services Group provide a broad range of standard products and manufacturing services to customers worldwide. MagnaChip, with about 40 years of operating history, owns a portfolio of approximately 3,000 registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. For more information, please visit www.magnachip.com. Information on or accessible through, MagnaChip’s website is not a part of, and is not incorporated into, this release.

Safe Harbor for Forward-Looking Statements

Information in this release regarding MagnaChip’s forecasts, business outlook, expectations and beliefs are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. These statements include statements about our future operating and financial performance, including but not limited to second quarter 2019 revenue and gross profit margin expectations. All forward-looking statements included in this release are based upon information available to MagnaChip as of the date of this release, which may change, and we assume no obligation to update any such forward-looking statements. These statements are not guarantees of future performance and actual results could differ materially from our current expectations. Factors that could cause or contribute to such differences include general economic conditions, the impact of competitive products and pricing, timely design acceptance by our customers, timely introduction of new products and technologies, ability to ramp new products into volume production, industry wide shifts in supply and demand for semiconductor products, industry and/or company overcapacity, effective and cost efficient utilization of manufacturing capacity, financial stability in foreign markets and the impact of foreign exchange rates, unanticipated costs and expenses or the inability to identify expenses which can be eliminated, compliance with U.S. and international trade and export laws and regulations by us and our distributors, and other risks detailed from time to time in MagnaChip’s filings with the SEC, including our Form 10-K filed on February 22, 2019 and subsequent registration statements, amendments or other reports that we may file from time to time with the SEC and/or make available on our website. MagnaChip assumes no obligation and does not intend to update the forward-looking statements provided, whether as a result of new information, future events or otherwise.

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of US dollars, except share data)

(Unaudited)

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA AND ADJUSTED NET INCOME

(In thousands of US dollars, except share data)

(Unaudited)

We present Adjusted EBITDA and Adjusted Net Income (Loss) as non-GAAP supplemental measures of our performance. We define Adjusted EBITDA for the periods indicated as EBITDA (as defined below), adjusted to exclude (i) Restructuring and other charges, (ii) Equity-based compensation expense, (iii) Foreign currency loss (gain), net, (iv) Derivative valuation loss, net, (v) Restatement related expenses, (vi) Loss on early extinguishment of long-term borrowings, net and (vii) Others. EBITDA for the periods indicated is defined as net income (loss) before interest expense, net, income tax expenses and depreciation and amortization. We prepare Adjusted Net Income by adjusting net income (loss) to eliminate the impact of a number of non-cash expenses and other items that may be either one time or recurring that we do not consider to be indicative of our core ongoing operating performance. We believe that Adjusted Net Income (Loss) is particularly useful because it reflects the impact of our asset base and capital structure on our operating performance. We define Adjusted Net Income (Loss) for the periods as net income (loss), adjusted to exclude (i) Restructuring and other charges, (ii) Equity-based compensation expense, (iii) Foreign currency loss (gain), net, (iv) Derivative valuation loss, net, (v) Restatement related expenses, (vi) Loss on early extinguishment of long-term borrowings, net and (vii) Others.

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands of US dollars, except share data)

(Unaudited)

Under the new leases standard (codified as Accounting Standards Codification 842, and effective January 1, 2019), operating leases as of March 31, 2019 are recognized in operating lease right-of-use assets of $13.0 million, and other current liabilities of $2.1 million for the current portion of operating lease liabilities and non-current operating lease liabilities of $11.0 million on our consolidated balance sheets. Finance lease right-of-use assets of $2.4 million are included in property, plant and equipment, net and the current and non-current portions of finance lease liabilities are included in other current liabilities of $0.2 million and other non-current liabilities of $2.2 million in our consolidated balance sheets, respectively.

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of US dollars)

(Unaudited)