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): October 29, 2013
MagnaChip Semiconductor Corporation
(Exact name of Registrant as specified in its charter)
| Delaware | 001-34791 | 83-0406195 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| c/o MagnaChip Semiconductor S.A., 74, rue de Merl, L-2146 Luxembourg, Grand Duchy of Luxembourg |
Not Applicable | |
| (Address of Principal Executive Offices) | (Zip Code) |
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02. | Results of Operations and Financial Condition. |
Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for MagnaChip Semiconductor Corporation (the “Company”) and its consolidated subsidiaries for the third quarter ended September 30, 2013, as presented in a press release dated October 29, 2013.
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.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibits are furnished as part of this report:
| Exhibit No. |
Description | |
| 99.1 | Press release for MagnaChip Semiconductor Corporation dated October 29, 2013, announcing the results for the third quarter ended September 30, 2013. | |
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.
| MAGNACHIP SEMICONDUCTOR CORPORATION | ||||
| Dated: October 29, 2013 |
By: | /s/ Margaret Sakai | ||
| Margaret Sakai | ||||
| Executive Vice President and Chief Financial Officer | ||||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press release for MagnaChip Semiconductor Corporation dated October 29, 2013, announcing the results for the third quarter ended September 30, 2013. | |
Exhibit 99.1
|
Press Release |
MagnaChip Reports Third Quarter 2013 Financial Results
| • | Power Solutions Revenue Increased 14% Sequentially, 21% Year-Over-Year |
| • | Display Solutions Revenue Increased 6% Sequentially, 5% Year-Over-Year |
| • | Achieved GAAP EPS of $1.24 and Adjusted EPS of $0.76 Per Diluted Share |
SEOUL, South Korea and CUPERTINO, Calif., October 29, 2013 — MagnaChip Semiconductor Corporation (“MagnaChip”) (NYSE: MX), a Korea-based designer and manufacturer of analog and mixed-signal semiconductor products, today announced financial results for the third quarter ended September 30, 2013.
Revenue for the third quarter of 2013 was $217.8 million, a 1.2% increase compared to $215.3 million for the second quarter of 2013 and a 1.8% decrease compared to $221.9 million for the third quarter of 2012.
Gross margin was $71.9 million or 33.0%, as a percent of revenue, for the third quarter of 2013. This compares to gross margin of $71.0 million or 33.0% for the second quarter of 2013 and $76.4 million or 34.5% for the third quarter of 2012.
Net income, on a GAAP basis, for the third quarter of 2013 totaled $46.7 million or $1.24 per diluted share. This compares to a net income of $4.4 million or $0.12 per diluted share for the second quarter of 2013 and a net income of $48.4 million or $1.30 per diluted share for the third quarter of 2012. Net income was impacted primarily by a foreign currency gain of $43.3 million during the quarter which was primarily related to the non-cash foreign currency translation of intercompany balances that were denominated in U.S. dollars.
“We are pleased to have delivered results that met our financial guidance for the eleventh consecutive quarter. We met our revenue and gross margin guidance through a combination of product and customer diversification and the successful launch of a new product line for our Power Solutions Division,” said Sang Park, MagnaChip Chairman and CEO. “Our smartphone related revenue grew quarter-to-quarter due to the expansion of AMOLED display drivers in high-end smartphones and from an increase of sales to mid- to low-end smartphone customers.”
Adjusted net income, a non-GAAP measurement, for the third quarter of 2013 totaled $28.6 million or $0.76 per diluted share compared to $26.2 million or $0.71 per diluted share for the second quarter of 2013 and $30.4 million or $0.81 per diluted share for the third quarter of 2012.
Management believes that non-GAAP financial measures, when viewed in conjunction with GAAP results, can provide a more meaningful understanding of the factors and trends affecting MagnaChip’s business and operations. 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 following the financial statements.
Combined cash balances (cash and cash equivalents plus restricted cash) totaled $158.3 million at the end of the third quarter of 2013, a decrease of $34.4 million from the end of the prior quarter. Cash provided from operations totaled approximately $6.0 million for the third quarter of 2013.
Revenue by Segment
| In thousands of US dollars | Three Months Ended | |||||||||||
| September 30, 2013 | June 30, 2013 | September 30, 2012 | ||||||||||
| Semiconductor Manufacturing Services (Foundry) |
$ | 103,076 | $ | 109,751 | $ | 117,978 | ||||||
| Display Solutions |
73,162 | 68,867 | 69,415 | |||||||||
| Power Solutions |
40,959 | 35,959 | 33,849 | |||||||||
| Other |
627 | 712 | 630 | |||||||||
| Total Revenue |
$ | 217,824 | $ | 215,289 | $ | 221,872 | ||||||
Third Quarter and Recent Company Highlights
| • | Repurchased $25 Million or 1,213,517 Shares under MagnaChip’s 2013 Stock Repurchase Program. |
| • | Eleventh Consecutive Quarter of Meeting or Exceeding Financial Guidance. |
| • | Completed Secondary Offering of 1.7 Million Shares of Common Stock. |
Business Outlook
For the fourth quarter of 2013, MagnaChip expects:
| • | Revenue will be in the range of $193 million to $203 million. |
| • | Gross margin will be 29.0% to 31.0% as a percent of revenue. |
Conference Call
MagnaChip will hold a conference call at 5 p.m. EDT today to discuss the third quarter 2013 financial results. The conference call will be webcast live and is also available by dialing 1-866-776-2061 in the U.S. or 1-706-679-0298 for all other locations. The conference ID number is 78794356 and participants are encouraged to initiate their calls at least 10 minutes in advance of the 5 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 access numbers are 1-855-859-2056 or 1-404-537-3406. The access code is 78794356.
About MagnaChip Semiconductor Corporation
Headquartered in South Korea, MagnaChip is a Korea-based designer and manufacturer of analog and mixed-signal semiconductor products for high-volume consumer applications. MagnaChip believes it has one of the broadest and deepest ranges of analog and mixed-signal semiconductor platforms in the industry, supported by its 30-year operating history, a large portfolio of registered and pending patents, and extensive engineering 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 ability to capitalize on improving market dynamics and future operating and financial performance including fourth quarter 2013 revenue and gross margin. All forward-looking statements included in this release are based upon information available to MagnaChip Semiconductor 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, 2013 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.
| CONTACTS: | ||
| In the United States: Robert Pursel Director of Investor Relations Tel. +1-408-625-1262 robert.pursel@magnachip.com |
In Korea: Chankeun Park Senior Manager, Public Relations Tel. +82-2-6903-3195 chankeun.park@magnachip.com | |
# # #
MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of US dollars, except share data)
(Unaudited)
| Three Months Ended | ||||||||||||
| September 30, 2013 |
June 30, 2013 |
September 30, 2012 |
||||||||||
| Net sales |
$ | 217,824 | $ | 215,289 | $ | 221,872 | ||||||
| Cost of sales |
145,936 | 144,241 | 145,432 | |||||||||
|
|
|
|
|
|
|
|||||||
| Gross profit |
71,888 | 71,048 | 76,440 | |||||||||
|
|
|
|
|
|
|
|||||||
| Gross profit % |
33.0 | % | 33.0 | % | 34.5 | % | ||||||
| Selling, general and administrative expenses |
20,071 | 19,709 | 21,388 | |||||||||
| Research and development expenses |
21,192 | 21,131 | 19,470 | |||||||||
|
|
|
|
|
|
|
|||||||
| Operating income |
30,625 | 30,208 | 35,582 | |||||||||
| Other income (expenses) |
||||||||||||
| Interest expense, net |
(4,548 | ) | (5,879 | ) | (5,746 | ) | ||||||
| Foreign currency gain (loss), net |
43,350 | (20,978 | ) | 21,782 | ||||||||
| Loss on early extinguishment of senior notes |
(32,812 | ) | — | — | ||||||||
| Other |
763 | (230 | ) | 695 | ||||||||
|
|
|
|
|
|
|
|||||||
| 6,753 | (27,087 | ) | 16,731 | |||||||||
|
|
|
|
|
|
|
|||||||
| Income before income taxes |
37,378 | 3,121 | 52,313 | |||||||||
|
|
|
|
|
|
|
|||||||
| Income tax expense (benefit) |
(9,293 | ) | (1,315 | ) | 3,901 | |||||||
|
|
|
|
|
|
|
|||||||
| Net income |
$ | 46,671 | $ | 4,436 | $ | 48,412 | ||||||
|
|
|
|
|
|
|
|||||||
| Earnings per common share: |
||||||||||||
| -Basic |
$ | 1.32 | $ | 0.13 | $ | 1.34 | ||||||
| -Diluted |
$ | 1.24 | $ | 0.12 | $ | 1.30 | ||||||
|
|
|
|
|
|
|
|||||||
| Weighted average number of shares—Basic |
35,443,820 | 35,474,001 | 36,199,655 | |||||||||
| Weighted average number of shares—Diluted |
37,493,550 | 37,125,005 | 37,324,787 | |||||||||
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)
| Three Months Ended | ||||||||||||
| September 30, 2013 |
June 30, 2013 |
September 30, 2012 |
||||||||||
| Net income |
$ | 46,671 | $ | 4,436 | $ | 48,412 | ||||||
| Adjustments: |
||||||||||||
| Depreciation and amortization |
8,748 | 8,359 | 8,443 | |||||||||
| Interest expense, net |
4,548 | 5,879 | 5,746 | |||||||||
| Income tax expense (benefit) |
(9,293 | ) | (1,315 | ) | 3,901 | |||||||
| Stock-based compensation expense |
485 | 493 | 535 | |||||||||
| Foreign currency loss (gain), net |
(43,350 | ) | 20,978 | (21,782 | ) | |||||||
| Derivative valuation loss (gain), net |
(763 | ) | 230 | (695 | ) | |||||||
| Secondary offering and others |
460 | — | 2,119 | |||||||||
| Loss on early extinguishment of senior notes |
32,812 | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Adjusted EBITDA |
$ | 40,318 | $ | 39,060 | $ | 46,679 | ||||||
|
|
|
|
|
|
|
|||||||
| Adjusted EBITDA per common share: |
||||||||||||
| - Diluted |
$ | 1.08 | $ | 1.05 | $ | 1.25 | ||||||
| Weighted average number of shares - Diluted |
37,493,550 | 37,125,005 | 37,324,787 | |||||||||
| Net income |
$ | 46,671 | $ | 4,436 | $ | 48,412 | ||||||
| Adjustments: |
||||||||||||
| Stock-based compensation expense |
485 | 493 | 535 | |||||||||
| Amortization of intangibles |
1,508 | 1,492 | 1,829 | |||||||||
| Foreign currency loss (gain), net |
(43,350 | ) | 20,978 | (21,782 | ) | |||||||
| Derivative valuation loss (gain), net |
(763 | ) | 230 | (695 | ) | |||||||
| Secondary offering and others |
460 | — | 2,119 | |||||||||
| GAAP and cash tax expense difference |
(9,173 | ) | (1,452 | ) | — | |||||||
| Loss on early extinguishment of senior notes |
32,812 | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Adjusted net income |
$ | 28,650 | $ | 26,177 | $ | 30,418 | ||||||
|
|
|
|
|
|
|
|||||||
| Adjusted net income per common share: |
||||||||||||
| - Diluted |
$ | 0.76 | $ | 0.71 | $ | 0.81 | ||||||
| Weighted average number of shares - Diluted |
37,493,550 | 37,125,005 | 37,324,787 | |||||||||
We define Adjusted EBITDA as net income adjusted to exclude (i) depreciation and amortization, (ii) interest expense, net, (iii) income tax expense (benefit), (iv) stock-based compensation expense, (v) foreign currency loss (gain), net, (vi) derivative valuation loss (gain), net, (vii) secondary offering and others, and (viii) loss on early extinguishment of senior notes.
We present Adjusted Net Income as a further supplemental measure of our performance. We prepare Adjusted Net Income by adjusting net income 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 is particularly useful because it reflects the impact of our asset base and capital structure on our operating performance. We define Adjusted Net Income as net income adjusted to exclude (i) stock-based compensation expense, (ii) amortization of intangibles, (iii) foreign currency loss (gain), net, (iv) derivative valuation loss (gain), net, (v) secondary offering and others, (vi) GAAP and cash tax expense difference, and (vii) loss on early extinguishment of senior notes.
MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands of US dollars, except share data)
(Unaudited)
| September 30, 2013 |
December 31, 2012 |
|||||||
| Assets |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 158,268 | $ | 182,238 | ||||
| Restricted cash |
6 | 133 | ||||||
| Accounts receivable, net |
199,018 | 143,331 | ||||||
| Inventories, net |
80,881 | 89,363 | ||||||
| Other receivables |
2,114 | 1,429 | ||||||
| Prepaid expenses |
11,777 | 7,884 | ||||||
| Current deferred income tax assets |
32,686 | 22,768 | ||||||
| Other current assets |
6,828 | 9,680 | ||||||
|
|
|
|
|
|||||
| Total current assets |
491,578 | 456,826 | ||||||
|
|
|
|
|
|||||
| Property, plant and equipment, net |
263,150 | 238,256 | ||||||
| Intangible assets, net |
8,992 | 15,260 | ||||||
| Long-term prepaid expenses |
17,791 | 18,048 | ||||||
| Deferred income tax assets |
45,253 | 46,710 | ||||||
| Other non-current assets |
16,731 | 14,866 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 843,495 | $ | 789,966 | ||||
|
|
|
|
|
|||||
| Liabilities and Stockholders’ Equity |
||||||||
| Current liabilities |
||||||||
| Accounts payable |
$ | 74,655 | $ | 79,236 | ||||
| Other accounts payable |
17,381 | 15,600 | ||||||
| Accrued expenses |
44,765 | 43,486 | ||||||
| Other current liabilities |
7,420 | 9,973 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
144,221 | 148,295 | ||||||
|
|
|
|
|
|||||
| Long-term borrowings, net |
223,897 | 201,653 | ||||||
| Accrued severance benefits, net |
123,619 | 112,446 | ||||||
| Other non-current liabilities |
15,018 | 17,263 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
506,755 | 479,657 | ||||||
|
|
|
|
|
|||||
| Stockholders’ equity |
||||||||
| Common stock, $0.01 par value, 150,000,000 shares authorized, 40,498,795 shares issued and 34,945,377 shares outstanding at September 30, 2013 and 39,599,374 shares issued and 35,635,357 shares outstanding at December 31, 2012 |
405 | 396 | ||||||
| Additional paid-in capital |
112,950 | 101,885 | ||||||
| Retained earnings |
330,953 | 287,251 | ||||||
| Treasury stock, 5,553,418 shares at September 30, 2013 and 3,964,017 shares at December 31, 2012 |
(70,918 | ) | (39,918 | ) | ||||
| Accumulated other comprehensive loss |
(36,650 | ) | (39,305 | ) | ||||
|
|
|
|
|
|||||
| Total stockholders’ equity |
336,740 | 310,309 | ||||||
|
|
|
|
|
|||||
| Total liabilities and stockholders’ equity |
$ | 843,495 | $ | 789,966 | ||||
|
|
|
|
|
|||||
MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of US dollars)
(Unaudited)
| Three Months Ended |
Nine Months Ended |
|||||||||||
| September 30, 2013 |
September 30, 2013 |
September 30, 2012 |
||||||||||
| Cash flows from operating activities |
||||||||||||
| Net income |
$ | 46,671 | $ | 43,702 | $ | 68,015 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities |
||||||||||||
| Depreciation and amortization |
8,748 | 25,629 | 23,840 | |||||||||
| Provision for severance benefits |
4,975 | 15,661 | 16,779 | |||||||||
| Amortization of debt issuance costs and original issue discount |
176 | 744 | 753 | |||||||||
| Loss (gain) on foreign currency translation, net |
(53,364 | ) | 1,644 | (25,304 | ) | |||||||
| Gain on disposal of property, plant and equipment, net |
(49 | ) | (75 | ) | (174 | ) | ||||||
| Loss on disposal of intangible assets, net |
1 | 2 | 26 | |||||||||
| Restructuring and impairment charges |
— | 618 | — | |||||||||
| Stock-based compensation |
485 | 1,398 | 1,450 | |||||||||
| Loss on early extinguishment of senior notes |
32,812 | 32,812 | — | |||||||||
| Other |
156 | 1,567 | (332 | ) | ||||||||
| Changes in operating assets and liabilities |
||||||||||||
| Accounts receivable |
(29,825 | ) | (59,311 | ) | (18,168 | ) | ||||||
| Inventories |
1,638 | 8,398 | (8,526 | ) | ||||||||
| Other receivables |
(884 | ) | (284 | ) | (1,787 | ) | ||||||
| Other current assets |
743 | 8,168 | (662 | ) | ||||||||
| Deferred tax assets |
(9,043 | ) | (10,038 | ) | 1,514 | |||||||
| Accounts payable |
(3,167 | ) | (2,314 | ) | 17,472 | |||||||
| Other accounts payable |
(379 | ) | (7,901 | ) | (700 | ) | ||||||
| Accrued expenses |
8,007 | 1,004 | 13,761 | |||||||||
| Other current liabilities |
434 | (663 | ) | 9,450 | ||||||||
| Payment of severance benefits |
(1,392 | ) | (4,331 | ) | (5,569 | ) | ||||||
| Other |
(707 | ) | (1,814 | ) | (2,239 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net cash provided by operating activities |
6,036 | 54,616 | 89,599 | |||||||||
|
|
|
|
|
|
|
|||||||
| Cash flows from investing activities |
||||||||||||
| Decrease in restricted cash |
1 | 123 | 6,774 | |||||||||
| Proceeds from disposal of plant, property and equipment |
66 | 93 | 937 | |||||||||
| Purchase of plant, property and equipment |
(5,813 | ) | (45,703 | ) | (56,745 | ) | ||||||
| Payment for intellectual property registration |
(158 | ) | (401 | ) | (752 | ) | ||||||
| Payment for acquisition |
— | — | (8,642 | ) | ||||||||
| Decrease in short-term financial instruments |
— | — | 173 | |||||||||
| Collection of guarantee deposits |
— | 117 | 72 | |||||||||
| Payment of guarantee deposits |
(2 | ) | (941 | ) | (311 | ) | ||||||
| Other |
1 | 12 | (50 | ) | ||||||||
|
|
|
|
|
|
|
|||||||
| Net cash used in investing activities |
(5,905 | ) | (46,700 | ) | (58,544 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Cash flows from financing activities |
||||||||||||
| Proceeds from issuance of senior notes |
218,836 | 218,836 | — | |||||||||
| Proceeds from issuance of common stock |
5,095 | 9,676 | 436 | |||||||||
| Repayment of long term borrowings |
(229,333 | ) | (229,333 | ) | — | |||||||
| Repayment of obligations under capital lease |
— | — | (2,968 | ) | ||||||||
| Acquisition of treasury stock |
(25,000 | ) | (31,000 | ) | (22,937 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net cash used in financing activities |
(30,402 | ) | (31,821 | ) | (25,469 | ) | ||||||
| Effect of exchange rates on cash and cash equivalents |
(4,102 | ) | (65 | ) | (2,039 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net increase (decrease) in cash and cash equivalents |
(34,373 | ) | (23,970 | ) | 3,547 | |||||||
|
|
|
|
|
|
|
|||||||
| Cash and cash equivalents |
||||||||||||
| Beginning of the period |
192,641 | 182,238 | 162,111 | |||||||||
|
|
|
|
|
|
|
|||||||
| End of the period |
$ | 158,268 | $ | 158,268 | $ | 165,658 | ||||||
|
|
|
|
|
|
|
|||||||