Form 8-K

 

 

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): May 3, 2017

 

 

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.

1, Allée Scheffer, L-2520

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))

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.  ☐

 

 

 


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 and its consolidated subsidiaries for the first quarter ended March 31, 2017, as presented in a press release dated May 3, 2017.

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 exhibit is furnished as part of this report:

 

Exhibit

No.

  

Description

99.1    Press release for MagnaChip Semiconductor Corporation dated May 3, 2017, announcing the results for the first quarter ended March 31, 2017.


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: May 3, 2017     By:  

/s/ Theodore Kim

      Theodore Kim
      Chief Compliance Officer, Executive Vice President, General Counsel and Secretary


Exhibit Index

 

Exhibit

No.

  

Description

99.1    Press release for MagnaChip Semiconductor Corporation dated May 3, 2017, announcing the results for the first quarter ended March 31, 2017.
EX-99.1

Exhibit 99.1

 

LOGO    Press Release

 

 

MagnaChip Reports First Quarter 2017 Financial Results

SEOUL, South Korea and SAN JOSE, Calif., May 3, 2017 — MagnaChip Semiconductor Corporation (“MagnaChip” or the “Company”) (NYSE: MX), a Korea-based designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, industrial and automotive applications, today announced financial results for the first quarter ended March 31, 2017.

Total revenue for the first quarter of 2017 was $161.7 million, up 9.2% as compared to $148.1 million for the first quarter of 2016 and a decline of 10.4% compared to $180.5 million for the fourth quarter of 2016. Total revenue in the first quarter came in at the higher end of the guidance range of $157-163 million provided in February.

Foundry Services Group revenue in the first quarter of 2017 was $77.5 million, up 29.3% from revenue of $60 million in the first quarter of 2016, and about flat with $77.8 million in the fourth quarter of 2016.

Revenue in the Standard Products Group was $84.2 million in the first quarter, down 4.3% from the first quarter a year ago, and a sequential decline of 17.9% from $102.5 million in the fourth quarter of 2016.

Total gross profit in the fourth quarter was $41.6 million or 25.7% as compared with gross profit of $34.2 million, or 23.1%, for the first quarter of 2016, and $46.1 million, or 25.5% in the fourth quarter of 2016. Gross profit margin in the first quarter came in near the top of the guidance range of 24-26% provided in February.

 

1


Foundry gross profit margin was 28.5% in the first quarter as compared with 23.8% in the first quarter of 2016 and 30.3% in the fourth quarter of 2016. Standard Products Group gross profit margin was 23.1% in the first quarter as compared with 23.6% in the first quarter of 2016 and 21.8% in the fourth quarter of 2016.

Net income, on a GAAP basis, for the first quarter of 2017 was $43.7 million or $1.30 per basic share and $1.05 per diluted share as compared with a net income in the first quarter of 2016 of $8.1 million or $0.23 per basic and diluted share and compared with net loss of $49.8 million or $1.42 per basic share in the fourth quarter of 2016. The net income in the first quarter of 2017 was attributable primarily to a non-cash foreign exchange gain on the Company’s intercompany loans.

Adjusted Net Income, a non-GAAP financial measure, for the first quarter of 2017, totaled $0.5 million or $0.01 per basic share and per basic and diluted share as compared to an Adjusted Net Loss of $2.8 million or $0.08 per basic share in the first quarter of 2016 and an Adjusted Net Income of $1.6 million or $0.05 per basic share and $0.04 per diluted share in the fourth quarter of 2016.

Adjusted EBITDA in the first quarter was $13.1 million as compared with Adjusted EBITDA of $8.0 million in the first quarter of 2016, and $14.1 million in the fourth quarter of 2016, despite a 10.4% decline in total revenue.

“We continued to make significant operational progress in the first quarter, and clearly demonstrated our ongoing commitment to achieve higher gross margin and overall profitability,” said YJ Kim, Chief Executive Officer of MagnaChip. “With a balanced portfolio of standard products and analog foundry services, we are well positioned to increase revenue and capitalize on the analog technology trends driving growth in our target markets.”

During the first quarter, the Company reduced the workforce by approximately 140 positions as part of a previously announced headcount reduction plan. This plan is expected to cut the workforce by over two times a similar headcount reduction plan in 2016 that affected 169 employees. Once completed, the workforce reduction will have an expected payback period of less than 1.5 years with an estimated annual cost savings between $23-$27 million.

 

2


The Company believes it remains on track to complete the planned workforce reduction within its cash cost range of $29-33 million. During the first quarter, the Company recorded early termination charges of $11.1 million and made cash payments totaling approximately $10 million in connection with the headcount reduction. The cash payments were comprised of approximately $4 million related to the early termination charge and the remaining relates to statutory severance. The Company expects to complete or substantially complete the planned workforce reduction by the end of the second quarter and expects to record an additional early termination charge of approximately $1-2 million in the second quarter related to the workforce reduction.

In commenting on the first quarter financial results, Chief Financial Officer Jonathan Kim said, “Gross profit margin as a percentage of revenue was at its highest level in four years, and Adjusted EBITDA increased over 60% from the first quarter a year ago.” Mr. Kim added, “Based on our current view of the business and the projected savings from ongoing cost-cutting actions, we continue to anticipate that our gross profit margin and Adjusted EBITDA will show improvement in 2017.”

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 $132.6 million at the end of the first quarter, an increase of $49.3 million from $83.4 million at the end of the fourth quarter of 2016. The cash figure in the first quarter reflects the successful outcome of a Senior Exchangeable Notes Offering in

 

3


January, and also includes approximately $17 million in connection with the sale of a building that housed a 6” wafer fab that was closed in February 2016. The proceeds of the sale of the building were released from restricted cash in the first quarter of 2017 after the Company completed certain construction work obligations. Cash outlays during the quarter included, issuance fees and a stock buyback in connection with the Exchangeable Notes Offering, payment of deferred salaries, unusual charges and statutory severance payments related to the on-going workforce reduction, debt interest payments and capital expenditures among others.

The following table sets forth information relating to our operating segments:

 

     Three Months Ended  
     March 31,
2017
     March 31,
2016
 

Net Sales

     

Foundry Services Group

   $ 77,528      $ 59,979  

Standard Products Group

     

Display Solutions

     48,879        58,059  

Power Solutions

     35,280        29,918  
  

 

 

    

 

 

 

Total Standard Products Group

   $ 84,159      $ 87,977  

All other

     23        149  
  

 

 

    

 

 

 

Total net sales

   $ 161,710      $ 148,105  
  

 

 

    

 

 

 

 

     Three Months Ended
March 31, 2017
    Three Months Ended
March 31, 2016
 
     Amount      % of
Net Sales
    Amount      % of
Net Sales
 

Gross Profit

          

Foundry Services Group

   $ 22,087        28.5   $ 14,293        23.8

Standard Products Group

     19,460        23.1       20,760        23.6  

All other

     23        100.0       (804      (540.0
  

 

 

      

 

 

    

Total gross profit

   $ 41,570        25.7   $ 34,249        23.1
  

 

 

      

 

 

    

First Quarter and Recent Company Highlights

MagnaChip:

 

    Priced the upsized offering of 5.00% Exchangeable Senior Notes after the initial purchasers exercised an over-allotment option. The offering totaled $86.25 million aggregate principal amount of notes, taking into account the over-allotment option exercised by the initial purchasers

 

    Announced it now offers a 0.35 micron 700V Ultra High Voltage process technology with process simplification that reduces manufacturing time and cost. This Ultra High Voltage (UHV) process is ideal for manufacturing AC-DC converter ICs and LED driver ICs.

 

4


    Unveiled a new 0.18 micron RFSOI process with enhanced switching performance to reduce manufacturing cost and time-to-market, while also providing competitive and superior performance for antenna switches used in mobile and Internet of Things (IoT) devices for wireless connectivity

 

    Announced it will host its annual Foundry Technology Symposium in Santa Clara, California, on June 7 to showcase its analog and mixed signal technology offerings and services

Business Outlook

For the second quarter of 2017, MagnaChip anticipates:

 

    Revenue to be in the range of $162 million to $168 million, or up sequentially nearly 4% at the high end of the projected range as compared with Q1, and compared to $167.1 million in the second quarter of 2016.

 

    Gross profit is anticipated to be in the range of 25% to 27%, as compared to 25.7% in the first quarter of 2017, and as compared to 22% in the second quarter of 2016.

Conference Call

MagnaChip will hold a conference call on May 3 at 5 p.m. ET to discuss the first quarter 2017 financial results. The conference call will be webcast live and is also available by dialing toll-free at 1-844-536-5472. International call-in participants can dial at 1-614-999-9318. The conference ID number is 8267197. Participants are encouraged to initiate their calls at least 10 minutes in advance of the 8 a.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 8267197.

 

5


About MagnaChip Semiconductor Corporation

MagnaChip is a Korea-based 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 a 30-year operating history, owns a portfolio of approximately 3,400 registered and pending patents, 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 second quarter 2017 revenue and gross profit 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

 

6


time to time in MagnaChip’s filings with the SEC, including our Form 10-K filed on February 21, 2017 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:

Bruce Entin

Investor Relations

Tel. +1-408-625-1262

Investor.relations@magnachip.com

  

In Korea:

Chankeun Park

Director, Public Relations

Tel. +82-2-6903-3195

chankeun.park@magnachip.com

###

 

7


MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of US dollars, except share data)

(Unaudited)

 

     Three Months Ended  
     March 31,
2017
    December 31,
2016
    March 31,
2016
 

Net sales

   $ 161,710     $ 180,462     $ 148,105  

Cost of sales

     120,140       134,373       113,856  

Gross profit

     41,570       46,089       34,249  

Gross profit %

     25.7     25.5     23.1

Operating expenses

      

Selling, general and administrative expenses

     23,148       23,112       19,952  

Research and development expenses

     17,958       17,748       17,815  

Restructuring gain and other

     (17,010     —         (7,785

Early termination charges

     11,107       —         —    

Total operating expenses

     35,203       40,860       29,982  

Operating income

     6,367       5,229       4,267  

Interest expense

     (5,173     (4,053     (4,057

Foreign currency gain (loss), net

     41,786       (49,628     8,195  

Other income, net

     1,611       561       535  

Income (loss) before income tax expenses

     44,591       (47,891     8,940  

Income tax expenses

     853       1,899       815  

Net income (loss)

   $ 43,738     $ (49,790   $ 8,125  

Earnings (loss) per common share:

      

- Basic

   $ 1.30     $ (1.42   $ 0.23  

- Diluted

   $ 1.05     $ (1.42   $ 0.23  

Weighted average number of shares - Basic

     33,662,297       35,068,330       34,698,904  

Weighted average number of shares - Diluted

     42,892,044       35,068,330       34,918,568  

 

8


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  
    

March 31,

2017

   

December 31,

2016

   

March 31,

2016

 

Net income (loss)

   $ 43,738     $ (49,790   $ 8,125  

Adjustments:

      

Interest expense, net

     4,976       3,987       3,999  

Income tax expenses

     853       1,899       815  

Depreciation and amortization

     6,758       6,625       6,024  

EBITDA

     56,325       (37,279     18,963  

Restructuring gain and other, net

     (17,010     —         (6,832

Early termination charges

     11,107       —         —    

Equity-based compensation expense

     830       877       536  

Foreign currency loss (gain), net

     (41,786     49,627       (8,195

Derivative valuation loss (gain), net

     (637     273       (42

Restatement related expenses

     4,259       597       3,592  

Adjusted EBITDA

   $ 13,088     $ 14,095     $ 8,022  

Net income (loss)

   $ 43,738     $ (49,790   $ 8,125  

Adjustments:

      

Restructuring gain and other, net

     (17,010     —         (6,832

Early termination charges

     11,107       —         —    

Equity-based compensation expense

     830       877       536  

Foreign currency loss (gain), net

     (41,786     49,627       (8,195

Derivative valuation loss (gain), net

     (637     273       (42

Restatement related expenses

     4,259       597       3,592  

Adjusted Net Income (Loss)

   $ 501     $ 1,584     $ (2,816

Adjusted Net Income (Loss) per common share:

      

- Basic

   $ 0.01     $ 0.05     $ (0.08

- Diluted

   $ 0.01     $ 0.04     $ (0.08

Weighted average number of shares – Basic

     33,662,297       35,068,330       34,698,904  

Weighted average number of shares – Diluted

     34,301,291       35,503,993       34,698,904  

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 gain and other, net, (ii) early termination charges, (iii) equity-based compensation expense, (iv) foreign currency loss (gain), net, (v) derivative valuation loss (gain), net and (vi) restatement related expenses. 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 (Loss) 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 gain and other, net, (ii) early termination charges, (iii) equity-based compensation expense, (iv) foreign currency loss (gain), net, (v) derivative valuation loss (gain), net, and (vi) restatement related expenses.

 

9


MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands of US dollars, except share data)

(Unaudited)

 

     March 31,
2017
    December 31,
2016
 

Assets

    

Current assets

    

Cash and cash equivalents

   $ 132,627     $ 83,355  

Restricted cash

     —         18,251  

Accounts receivable, net

     81,700       61,775  

Inventories, net

     60,969       57,048  

Other receivables

     6,639       5,864  

Prepaid expenses

     12,492       8,137  

Hedge collateral

     5,400       3,150  

Other current assets

     5,282       5,113  
  

 

 

   

 

 

 

Total current assets

     305,109       242,693  
  

 

 

   

 

 

 

Property, plant and equipment, net

     190,699       179,793  

Intangible assets, net

     3,407       3,085  

Long-term prepaid expenses

     10,115       9,556  

Deferred income tax assets

     188       193  

Other non-current assets

     5,213       6,632  
  

 

 

   

 

 

 

Total assets

   $ 514,731     $ 441,952  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Current liabilities

    

Accounts payable

   $ 55,814     $ 51,509  

Other accounts payable

     9,463       12,272  

Accrued expenses

     55,688       60,365  

Deferred revenue

     11,924       11,092  

Deposits received

     271       16,549  

Other current liabilities

     894       1,654  
  

 

 

   

 

 

 

Total current liabilities

     134,054       153,441  
  

 

 

   

 

 

 

Long-term borrowings, net

     301,875       221,082  

Accrued severance benefits, net

     139,948       129,225  

Other non-current liabilities

     9,430       10,318  
  

 

 

   

 

 

 

Total liabilities

     585,307       514,066  
  

 

 

   

 

 

 

Stockholders’ equity

    

Common stock, $0.01 par value, 150,000,000 shares authorized, 41,927,897 shares issued and 33,553,688 outstanding at March 31, 2017 and 41,627,103 shares issued and 35,048,338 outstanding at December 31, 2016

     419       416  

Additional paid-in capital

     132,705       130,189  

Accumulated deficit

     (82,087     (125,825

Treasury stock, 8,374,209 shares at March 31, 2017 and 6,578,765 shares at December 31, 2016

     (102,319     (90,918

Accumulated other comprehensive income (loss)

     (19,294     14,024  
  

 

 

   

 

 

 

Total stockholders’ deficit

     (70,576     (72,114
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 514,731     $ 441,952  

 

10


MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of US dollars)

(Unaudited)

 

     Three Months Ended  
     March 31,
2017
    March 31,
2016
 

Cash flows from operating activities

 

Net income

   $ 43,738     $ 8,125  

Adjustments to reconcile net income to net cash used in operating activities

    

Depreciation and amortization

     6,758       6,024  

Provision for severance benefits

     7,386       5,771  

Amortization of debt issuance costs and original issue discount

     446       173  

Gain on foreign currency, net

     (49,059     (8,857

Restructuring gain and other

     (17,010     (7,785

Stock-based compensation

     830       536  

Other

     1,185       (10

Changes in operating assets and liabilities

    

Accounts receivable, net

     (15,734     7,716  

Inventories, net

     1,077       (11,946

Other receivables

     1,467       (326

Other current assets

     (1,155     (1,559

Accounts payable

     1,814       4,920  

Other accounts payable

     (3,499     (3,748

Accrued expenses

     (7,128     (3,729

Deferred revenue

     (73     (9,777

Other current liabilities

     (212     828  

Other non-current liabilities

     (62     (325

Payment of severance benefits

     (7,524     (4,098

Other

     (116     (114

Net cash used in operating activities

     (36,871     (18,181

Cash flows from investing activities

    

Proceeds from disposal of plant, property and equipment

     18,206       —    

Purchase of plant, property and equipment

     (5,368     (4,288

Payment for intellectual property registration

     (216     (237

Collection of guarantee deposits

     295       374  

Proceeds from settlement of hedge collateral

     2,164       3,993  

Payment of hedge collateral

     (4,452     —    

Payment of guarantee deposits

     (41     (14

Other

     20       10  

Net cash provided by (used in) investing activities

     10,608       (162

Cash flows from financing activities

    

Proceeds from issuance of senior notes

     86,250       —    

Payment of debt issuance costs

     (5,902     —    

Proceeds from issuance of common stock

     1,689       —    

Acquisition of treasury stock

     (11,401     —    

Net cash provided by financing activities

     70,636       —    

Effect of exchange rates on cash and cash equivalents

     4,899       988  

Net increase (decrease) in cash and cash equivalents

     49,272       (17,355

Cash and cash equivalents

    

Beginning of the period

     83,355       90,882  

End of the period

   $ 132,627     $ 73,527  

Non-cash operating activities

    

Insurance proceeds in restricted cash reclassified from other receivables

   $ —       $ (29,571

 

11