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): July 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:

Securities registered pursuant to Section 12(b) of the Act:

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 second quarter ended June 30, 2019, as presented in a press release dated July 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 Revenue of $205.1 Million in Second Quarter 2019;

OLED Display Drivers, Power Standard Products Set Revenue Records

— Q2 revenue exceeds updated guidance as OLED, Power and Foundry Show Double-Digit Sequential Growth —

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

Q2 2019 Summary

Third Quarter 2019 Business Outlook

For the third quarter of 2019, MagnaChip anticipates:

CEO YJ Kim Comments on Q2

Revenue of $205.1 million increased 30.4% sequentially from Q1, as results in each of our three business lines surpassed expectations in Q2. Our OLED and Power businesses each achieved record revenue, driven by robust customer demand for our low-power display drivers and high-voltage Power standard products. The Foundry business showed resilience in a tough macroeconomic environment, with revenue increasing sharply from Q1.

At the end of April on our Q1 earnings call, we provided Q2 revenue guidance of $173-181 million, and a range for gross profit margin of 16-18%. When it became evident that we were on track to significantly exceed the high end of the guidance range, we provided an updated guidance on June 11 for revenue of at least $194 million and gross margin of at least 21%.

Gross profit margin of 21.4% in Q2 met the updated guidance and our total revenue of $205.1 million during the same period significantly exceeded the updated guidance. The better-than-expected revenue performance was due to stronger-than-expected customer demand across the board and throughout the quarter. OLED revenue increased 50.4% sequentially, Power increased 13.5% and Foundry increased 28.1%, all as compared to Q1 2019.

Our OLED business benefited from the launch of six new OLED smartphones in Asia. We also secured four new design wins. Our 40-nm display driver accounted for the majority of our OLED revenue in Q2 but our industry leading 28-nm display driver now has entered mass production and will be a key revenue driver going forward. The pickup in revenue from the Power business reflected healthy demand from television, industrial and smartphone markets, with our Premium products accounting for over half of Power revenue. The improvement in the Foundry business reflected increased customer demand, primarily for applications in the computer and consumer end markets, and also from smartphones.

As for the strategic evaluation of the Foundry business and Fab 4, I’m encouraged by where we are in the ongoing process. Our decisions regarding the outcome of the strategic evaluation process will be guided by what the Board and management consider to be the best available path to improve MagnaChip’s profitability and to maximize shareholder value.

CFO Jonathan Kim Comments on Q2

Gross profit margin of 21.4% met our updated guidance provided in mid-June, and was significantly higher than the guidance range of 16-18% provided at the end of April. The improvement in gross profit margin was due primarily to higher fab utilization as a result of a significant increase in Foundry loading and revenue during Q2, and despite a reserve of $2.2 million related to a legacy display product. Our cash balance increased in Q2 to $123.8 million from $105.8 million in Q1, and inventories declined sequentially. We generated net operating cash flow of $28.8 million in Q2 and $17.2 million in the first half of 2019.

Second Quarter Financial Review

Total Revenue

Total revenue in the second quarter of 2019 was $205.1 million, up 2.7% as compared to reported revenue of $199.7 million from the second quarter of 2018, and up 30.4% from $157.4 million in the first quarter of 2019.

Segment Revenue

Foundry Services Group revenue in the second quarter was $73.1 million, down 9.7% from the second quarter of 2018, and up 28.1% sequentially. Standard Products Group revenue in the second quarter was $132 million, up 11.2% from the second quarter of 2018, and up 31.6% sequentially.

Total Gross Profit and Gross Profit Margin

Total gross profit in the second quarter of 2019 was $43.8 million or 21.4% as a percentage of revenue, as compared with gross profit of $53.9 million or 27% in the second quarter of 2018, and $22.7 million or 14.4% in the first quarter of 2019.

Segment Gross Profit Margin

Foundry Services Group gross profit margin was 16.7% as compared with 27.4% in the second quarter of 2018 and 6.4% in the first quarter of 2019. The sequential improvement in Foundry Services Group’s gross profit margin was primarily due to an increase in fab loading and Foundry revenue. The Standard Products Group gross profit margin was 23.9% in the second quarter of 2019 as compared with 26.6% in the second quarter of 2018 and 19% in the first quarter of 2019. The sequential improvement in Standard Product Group’s gross profit margin was primarily due to an increase in fab loading and increase in our OLED revenues.

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

Operating income of $6.7 million for the second quarter of 2019 compared to operating income of $13.9 million in the second quarter of 2018 and an operating loss of $18.3 million in the first quarter of 2019.

Net loss, on a GAAP basis, was $9.5 million or $0.28 per basic and diluted share in the second quarter of 2019 as compared with a net loss of $21.5 million or $0.62 per basic and diluted share in the second quarter of 2018 and net loss of $34.1 million or $1.00 per basic and diluted share in the first quarter of 2019.

Adjusted Net Income, a non-GAAP financial measure, totaled $2.9 million or $0.08 per basic and diluted share in the second quarter of 2019, as compared to Adjusted Net Income of $8.9 million or $0.26 per basic share and $0.23 per diluted share in the second quarter of 2018 and Adjusted Net Loss of $19.9 million or $0.58 per basic and diluted share in the first quarter of 2019.

Adjusted EBITDA, a non-GAAP financial measure, was $17.0 million or 8.3% of revenue in the second quarter of 2019, as compared to Adjusted EBITDA of $23.5 million or 11.8% of revenue in the second quarter of 2018, and Adjusted EBITDA of negative $5.7 million or negative 3.6% of revenue in the first quarter of 2019.

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 $123.8 million in the second quarter of 2019, up from $105.8 million in the first quarter of 2019.

Second Quarter 2019 and Recent Company Highlights

MagnaChip announced:

http://investors.magnachip.com/news-releases/news-release-details/magnachip-introduces-new-component-enhance-5glte-smartphone

MagnaChip also stated today that the strategic evaluation of its Foundry business and Fab 4, the larger of the Company’s two 8” manufacturing facilities, is ongoing. Fab 4 is an analog and mixed-signal fab that produces approximately 73% of the Company’s total capacity, and is used primarily to meet wafer demand from Foundry customers that rely on outside suppliers. As previously announced, the strategic evaluation includes a range of possible options, including, but not limited to, joint ventures, strategic partnerships and M&A possibilities. MagnaChip’s updated revenue and gross profit margin guidance for the second quarter of 2019 is not a comprehensive statement of financial results, and actual figures may vary.

http://investors.magnachip.com/news-releases/news-release-details/magnachip-semiconductor-provides-updated-guidance-q2-2019

The 28nm process is the most advanced process used for manufacturing OLED DDICs today. The new 28nm OLED DDIC achieves a form factor reduction that is 20 percent smaller than that of the previous 40nm process and is suitable for smartphones and other mobile devices, where small size and thinness are critical factors. In addition, MagnaChip reduced the logic voltage from 1.1V, which was required for the existing 40nm products, to 1.0V, which reduces the current voltage consumption by more than 20 percent and also extends battery life.

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-offers-second-generation-013-micron-embedded-flash-20v

For high-resolution UHD displays, this new standard display product is designed to control the local LED dimming of up to 270 LEDs through a maximum of 90 LEDs per channel. In addition, it provides a dual dimming solution with Analog and PWM (Pulse Width Modulation) for efficient and stable LED dimming, which reduces power consumption and helps achieve a high contrast ratio in UHD TVs.

http://investors.magnachip.com/news-releases/news-release-details/magnachip-launches-3-channel-blu-led-driver-uhd-tvs

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-melfas-inc-announce-partnership-collaborate-oled

Second Quarter 2019 Earnings Conference Call

The earnings conference call will be webcast live today (July 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 8938259. Participants are encouraged to initiate their calls at least 10 minutes in advance of the 5 p.m. ET 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 8938259.

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 third 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 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, net, (iv) Derivative valuation loss, net, (v) Loss on early extinguishment of long-term borrowings, net and (vi) Others. EBITDA for the periods indicated is defined as net loss before interest expense, net, income tax expense and depreciation and amortization. We prepare Adjusted Net Income (Loss) by adjusting net 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 loss, adjusted to exclude (i) Restructuring and other charges, (ii) Equity-based compensation expense, (iii) Foreign currency loss, net, (iv) Derivative valuation loss, net, (v) Loss on early extinguishment of long-term borrowings, net and (vi) Others.

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands of US dollars, except share data)

(Unaudited)

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of US dollars)

(Unaudited)