分类： 投资者

投资者

Magnachip Announces Postponement of Special Meeting of Stockholders Pending Further Developments with respect to Interim Order from CFIUS

SEOUL, South Korea, June 17, 2021 /PRNewswire/ — As previously announced, on March 25, 2021, Magnachip Semiconductor Corporation (“Magnachip” or the “Company”) (NYSE: MX), the South Korean leader in display and power solutions, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with South Dearborn Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”) formed by an affiliate of Wise Road Capital LTD (“Wise Road”), and Michigan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, among other things, and subject to the terms and conditions thereof, Merger Sub will be merged with and into Magnachip (the “Merger”), with Magnachip continuing its corporate existence under the General Corporation Law of the State of Delaware as the surviving corporation in the Merger and becoming a wholly owned subsidiary of Parent. In connection with the Merger, the Company filed its definitive proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission (the “SEC”) on May 7, 2021 (as amended and supplemented, the “Proxy Statement”).

 

 

As announced in Magnachip’s Form 8-K filed with the SEC on June 16, 2021, the Company received an “Order Establishing Interim Mitigation Measures” (the “Interim Order”) from the U.S. Department of Treasury on behalf of the Committee on Foreign Investment in the United States (“CFIUS”) on June 15, 2021.  In light of the Interim Order, Magnachip today announced the postponement of its special meeting of stockholders, which was scheduled to be held at 8:00 p.m. Eastern time on June 17, 2021, pending further developments with respect to the Interim Order.

###

 

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 provides a broad range of standard products to customers worldwide. Magnachip, with more than 40 years of operating history, owns a portfolio of approximately 1,200 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.

 

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving Magnachip and Wise Road Capital. In connection with the proposed transaction, Magnachip has filed relevant materials with the SEC, including the Proxy Statement. Promptly after filing the Proxy Statement with the SEC, Magnachip mailed the Proxy Statement and a proxy card to each shareholder of Magnachip entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the Proxy Statement or any other document that Magnachip may file with the SEC or send to its shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF MAGNACHIP ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT MAGNACHIP WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. The Proxy Statement and other relevant materials in connection with the proposed transaction, and any other documents filed by Magnachip with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov or at Magnachip’s website at www.magnachip.com.

 

Participants in the Solicitation

This communication does not constitute a solicitation of proxy, an offer to purchase, or a solicitation of an offer to sell any securities. Magnachip and its directors and executive officers are, and certain employees may be, deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction. Information regarding the names of such persons and their respective interests in the proposed transaction, by securities holdings or otherwise, are set forth in the Proxy Statement filed with the SEC on May 7, 2021. Additional information regarding these individuals is set forth in Magnachip’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 9, 2021, and Annual Report Amendment No. 1 on Form 10-K/A for the year ended December 31, 2020, filed with the SEC on April 30, 2021. To the extent Magnachip’s directors and executive officers or their holdings of Magnachip securities have changed from the amounts disclosed in those filings, to Magnachip’s knowledge, such changes have been or will be reflected on initial statements of beneficial ownership on Form 3 or statements of change in ownership on Form 4 on file with the SEC. These documents are (or, when filed, will be) available free of charge at the SEC’s website at www.sec.gov or at Magnachip’s website at www.magnachip.com.

 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to the safe harbor created thereby. Statements that are not historical or current facts, including statements about beliefs and expectations and statements relating to the proposed transaction among the Company and Wise Road Capital and expressions of confidence, are forward-looking statements. These forward-looking statements are often, but not always, made through the use of words or phrases such as “may,” “will,” “will be,” “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe(s),” “intend,” “predict,” “potential,” “future,” “strategy,” “opportunity” and similar words or phrases or the negatives of these words or phrases. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including, but not limited to: the possibility that any or all of the conditions precedent to the consummation of the proposed transaction, including, the receipt of shareholder and regulatory approvals, may not be satisfied or waived; unanticipated difficulties or expenditures relating to the proposed transaction; that the transaction may not be completed in a timely manner or at all; the occurrence of any event, change or circumstance that could give rise to the termination of the definitive agreement with respect to the proposed transaction with Wise Road Capital; the diversion of and attention of management of the Company on transaction-related issues; legal proceedings, judgments or settlements, including those that may be instituted against the Company, the Company’s board of directors and executive officers and others following the announcement of the proposed transaction; disruptions of current plans and operations caused by the announcement and pendency of the proposed transaction; potential difficulties in employee retention due to the announcement and pendency of the proposed transaction; the response of customers, suppliers, business partners and regulators to the announcement of the proposed transaction; and other risks and uncertainties and the factors identified under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and updated in subsequent reports filed by the Company with the SEC. These reports are available at www.magnachip.com or www.sec.gov. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update them in light of new information or future events.

 

CONTACTS:

In the United States:
So-Yeon Jeong
Head of Investor Relations
Tel. +1-408-712-6151
investor.relations@magnachip.com

# # #

 

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SOURCE Magnachip Semiconductor Corporation

投资者

Magnachip Confirms Receipt of Unsolicited Proposal

SEOUL, South Korea, June 11, 2021 /PRNewswire/ — Magnachip Semiconductor Corporation (“Magnachip” or the “Company”) (NYSE: MX), the South Korean leader in display and power solutions, today confirmed receipt of an unsolicited proposal from Cornucopia Investment Partners on behalf of itself and a group of investors, including financial sponsors led by Mr. Tim Crown, Yango financial holdings, Sino-Rock Investment Management Company Limited and Lombarda China Fund, to acquire all of the outstanding shares of Magnachip common stock, par value $0.01 per share (the “Common Stock”), for $35.00 per share in cash (assuming the number of shares on a fully diluted basis at closing of the transaction will be 47,470,416, as shown in the Magnachip’s Form 10-Q filed on May 10, 2021) (the “Proposal”).

 

 

As previously announced, on March 25, 2021, Magnachip entered into an Agreement and Plan of Merger (the “Merger Agreement”) with South Dearborn Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”) formed by an affiliate of Wise Road Capital LTD (“Wise Road”), and Michigan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Magnachip (the “Merger”), with Magnachip continuing its corporate existence under the General Corporation Law of the State of Delaware as the surviving corporation in the Merger and becoming a wholly owned subsidiary of Parent. Under and subject to the terms of the Merger Agreement, each share of Common Stock issued and outstanding immediately before the effective time of the Merger (other than Excluded Shares and Dissenting Shares (as defined in the Merger Agreement)) will be cancelled and will cease to exist and will be automatically converted into the right to receive $29.00 in cash, without interest, subject to applicable withholding taxes. In connection with the Merger, the Company filed its definitive proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission (the “SEC”) on May 7, 2021 (the “Proxy Statement”).

Magnachip’s Board of Directors, in consultation with its legal and financial advisors, will carefully review and consider the Proposal. Magnachip, Parent and Merger Sub have reached an agreement whereby, through June 16, 2021, Magnachip will have the right to participate in discussions with Cornucopia in connection with the Proposal for the sole purpose of determining whether the Proposal constitutes or could reasonably be expected to lead to a superior proposal.  Magnachip’s Board of Directors has not yet made such a determination.  In light of the Proposal, Magnachip expects to adjourn the special meeting of stockholders scheduled for 8:00 p.m. Eastern time on June 15, 2021 to June 17, 2021. The time of the adjourned meeting will be announced on June 15, 2021.

Magnachip remains subject to the Merger Agreement. Magnachip’s Board of Directors has not changed its recommendation that Magnachip stockholders vote “FOR” the proposal to adopt the Merger Agreement and approve the Merger.

 

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 provides a broad range of standard products to customers worldwide. Magnachip, with more than 40 years of operating history, owns a portfolio of approximately 1,200 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.

 

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving Magnachip and Wise Road Capital. In connection with the proposed transaction, Magnachip has filed relevant materials with the SEC, including the Proxy Statement. Promptly after filing the Proxy Statement with the SEC, Magnachip mailed the Proxy Statement and a proxy card to each shareholder of Magnachip entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the Proxy Statement or any other document that Magnachip may file with the SEC or send to its shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF MAGNACHIP ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT MAGNACHIP WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. The Proxy Statement and other relevant materials in connection with the proposed transaction, and any other documents filed by Magnachip with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov or at Magnachip’s website at www.magnachip.com.

 

Participants in the Solicitation

This communication does not constitute a solicitation of proxy, an offer to purchase, or a solicitation of an offer to sell any securities. Magnachip and its directors and executive officers are, and certain employees may be, deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction. Information regarding the names of such persons and their respective interests in the proposed transaction, by securities holdings or otherwise, are set forth in the Proxy Statement filed with the SEC on May 7, 2021. Additional information regarding these individuals is set forth in Magnachip’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 9, 2021, and Annual Report Amendment No. 1 on Form 10-K/A for the year ended December 31, 2020, filed with the SEC on April 30, 2021. To the extent Magnachip’s directors and executive officers or their holdings of Magnachip securities have changed from the amounts disclosed in those filings, to Magnachip’s knowledge, such changes have been or will be reflected on initial statements of beneficial ownership on Form 3 or statements of change in ownership on Form 4 on file with the SEC. These documents are (or, when filed, will be) available free of charge at the SEC’s website at www.sec.gov or at Magnachip’s website at www.magnachip.com.

 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to the safe harbor created thereby. Statements that are not historical or current facts, including statements about beliefs and expectations and statements relating to the proposed transaction among the Company and Wise Road Capital and expressions of confidence, are forward-looking statements. These forward-looking statements are often, but not always, made through the use of words or phrases such as “may,” “will,” “will be,” “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe(s),” “intend,” “predict,” “potential,” “future,” “strategy,” “opportunity” and similar words or phrases or the negatives of these words or phrases. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including, but not limited to: the possibility that any or all of the conditions precedent to the consummation of the proposed transaction, including, the receipt of shareholder and regulatory approvals, may not be satisfied or waived; unanticipated difficulties or expenditures relating to the proposed transaction; that the transaction may not be completed in a timely manner or at all; the occurrence of any event, change or circumstance that could give rise to the termination of the definitive agreement with respect to the proposed transaction with Wise Road Capital; the diversion of and attention of management of the Company on transaction-related issues; legal proceedings, judgments or settlements, including those that may be instituted against the Company, the Company’s board of directors and executive officers and others following the announcement of the proposed transaction; disruptions of current plans and operations caused by the announcement and pendency of the proposed transaction; potential difficulties in employee retention due to the announcement and pendency of the proposed transaction; the response of customers, suppliers, business partners and regulators to the announcement of the proposed transaction; and other risks and uncertainties and the factors identified under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and updated in subsequent reports filed by the Company with the SEC. These reports are available at www.magnachip.com or www.sec.gov.   Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update them in light of new information or future events.

 

CONTACTS:
In the United States:
So-Yeon Jeong
Head of Investor Relations
Tel. +1-408-712-6151
investor.relations@magnachip.com

Cision View original content to download multimedia: http://www.prnewswire.com/news-releases/magnachip-confirms-receipt-of-unsolicited-proposal-301310757.html

SOURCE Magnachip Semiconductor Corporation

投资者

Magnachip Reports Results for First Quarter 2021

– First quarter revenue of $123.0 million was down 13.9% sequentially and up 2.1% year-over-year (YoY).

– Gross profit margin for the first quarter was 27.9%, up 100 bps sequentially and up 370 bps YoY.

– GAAP diluted loss per share for the first quarter was $0.19.

– Non-GAAP diluted earnings per share was $0.22.

 

SEOUL, South Korea, May 10, 2021 /PRNewswire/ — Magnachip Semiconductor Corporation (NYSE: MX) (“Magnachip” or the “Company”) today announced financial results for the first quarter 2021.

 

 

“Magnachip delivered solid quarterly results despite the industry-wide supply constraints. Our revenue came in above the midpoint of the company’s Q1 revenue guidance range, driven by strong growth in the Power solutions business. Gross profit margin exceeded the high-end of our expectations due to the improved product mix and higher utilization,” said YJ Kim, Magnachip’s chief executive officer.

Due to the pending merger with an investment vehicle formed by an affiliate of Wise Road Capital LTD pursuant to a definitive agreement executed on March 25, 2021, Magnachip will not be hosting a quarterly earnings conference call and has suspended the practice of providing forward-looking guidance. Please review the ‘Investors’ section of the Company’s website for the quarterly financial results and SEC filings for the latest updates on the pending transaction.

 

Q1 2021 Financial Highlights

In thousands of US dollars, except share data

GAAP

Q1 2021

Q4 2020

Q/Q change

Q1 2020

Y/Y change

Revenues

Standard Products Business

Display Solutions

58,895

82,705

down

28.8%

77,593

down

24.1%

Power Solutions

54,011

46,861

up

15.3%

33,143

up

63.0%

Transitional Fab 3 Foundry Services(1)

10,113

13,379

down

24.4%

9,737

up

3.9%

Gross Profit Margin

27.9%

26.9%

up

1.0% pts

24.2%

up

3.7% pts

Operating Income (Loss) (2)

(2,091)

9,206

down

122.7%

5,965

down

135.1%

Net Income (Loss) (3)

(7,473)

66,581

down

111.2%

(23,749)

up

68.5%

Basic Earnings (Loss) per Common Share

(0.19)

1.87

down

110.2%

(0.68)

up

72.1%

Diluted Earnings (Loss) per Common Share

(0.19)

1.45

down

113.1%

(0.68)

up

72.1%
 

In thousands of US dollars, except share data

Non-GAAP(3)

Q1 2021

Q4 2020

Q/Q change

Q1 2020

Y/Y change

Adjusted Operating Income

9,971

15,355

down

35.1%

7,281

up

36.9%

Adjusted EBITDA

13,504

18,582

down

27.3%

9,895

up

36.5%

Adjusted Net Income

9,346

17,268

down

45.9%

1,092

up

755.9%

Adjusted Earnings per Common Share—Diluted

0.22

0.40

down

45.0%

0.03

up

633.3%
 

(1)     Following the consummation of the sale of the Foundry Services Group business and Fab 4 in Q3 2020, and for a period of up to 
          three years, the Company will provide transitional foundry services to the buyer for foundry products manufactured in the Company’s 
          fabrication facility located in Gumi (“Transitional Fab 3 Foundry Services”). Management believes that disclosing revenue of 
          Transitional Fab 3 Foundry Services separately from the standard products business allows investors to better understand the 
          results of our core standard products display solutions and power solutions businesses.

(2)     In Q1 2021, operating loss of $2.1 million included non-recurring professional fees and certain transaction related expenses of $9.8 
          million in connection with a definitive agreement (the “Merger Agreement”) that the Company entered into with South Dearborn 
          Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), formed by an affiliate of Wise 
          Road Capital LTD, and Michigan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (“Merger 
          Sub”). The Merger Agreement provides that, among other things, Merger Sub will be merged with and into the Company (the 
          “Merger”), with the Company continuing its corporate existence as the surviving corporation in the Merger and becoming a wholly 
          owned subsidiary of Parent.

(3)     In Q4 2020, total net income of $66.6 million included one-time recognition of deferred tax benefits of $43.9 million.

(4)     Non-GAAP financial measures are calculated based on the results from continuing operations. 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 from continuing 
          operations 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.

 

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. 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 the possibility that any or all of the conditions precedent to the consummation of the pending merger may not be satisfied or waived; unanticipated difficulties or expenditures relating to the proposed merger; that the merger may not be completed in a timely manner or at all; the diversion of and attention of Magnachip’s management on merger-related issues; legal proceedings, judgments or settlements following the announcement of the proposed merger; disruptions of current plans and operations caused by the announcement and pendency of the proposed merger; potential difficulties in employee retention due to the announcement and pendency of the proposed merger; the response of customers, suppliers, business partners and regulators to the announcement of the proposed merger; the impact of changes in macroeconomic and/or general economic conditions, including those caused by or related to the COVID-19 outbreak, recessions, economic instability and the outbreak of disease; 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; change or ratification of local or international laws and regulations, including those related to environment, health and safety; public health issues, including the COVID-19 pandemic; other business interruptions that could disrupt supply or delivery of, or demand for, Magnachip’s products, including uncertainties regarding the impacts of the COVID-19 pandemic that may result in factory closures, reduced workforces, scarcity of raw materials and goods produced in infected areas, as well as reduced consumer and business spending affecting demand for Magnachip’s products due to government and private sector mandatory business closures, travel restrictions or the like to prevent the spread of disease; and other risks detailed from time to time in Magnachip’s filings with the SEC, including our Form 10-K filed on March 9, 2021 (including that the impact of the COVID-19 pandemic, trade tensions and supply constraints may also exacerbate the risks discussed therein) and subsequent registration statements, amendments or other reports that we may file from time to time with the Securities and Exchange Commission 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.

 

About Magnachip Semiconductor 

Magnachip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, industrial and automotive applications. The Company provides a broad range of standard products to customers worldwide. Magnachip, with more than 40 years of operating history, owns a portfolio of approximately 1,200 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.

CONTACT:

So-Yeon Jeong
Head of Investor Relations
Tel. +1-408-712-6151
Investor.relations@maganachip.com

 

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of U.S. dollars, except share data)

(Unaudited)
 

 

Three Months Ended

March 31,

December 31,

March 31,

2021

2020

2020

Revenues:

Net sales – standard products business

$

112,906

$

129,566

$

110,736

Net sales – transitional Fab 3 foundry services

10,113

13,379

9,737

Total revenues

123,019

142,945

120,473

Cost of sales:

Cost of sales – standard products business

79,247

92,503

81,606

Cost of sales – transitional Fab 3 foundry services

9,390

11,981

9,737

Total cost of sales

88,637

104,484

91,343

Gross profit

34,382

38,461

29,130

Gross profit as a percentage of standard products

business net sales

29.8%

28.6%

26.3%

Gross profit as a percentage of total revenues

27.9%

26.9%

24.2%

Operating expenses:

Selling, general and administrative expenses

12,634

12,576

12,102

Research and development expenses

13,423

11,604

10,509

Early termination and other charges

10,416

5,075

554

Total operating expenses

36,473

29,255

23,165

Operating income (loss)

(2,091)

9,206

5,965

Interest expense

(1,041)

(1,625)

(5,607)

Foreign currency gain (loss), net

(4,671)

13,256

(30,971)

Loss on early extinguishment of borrowings, net

—

(766)

—

Other income, net

620

767

838

Income (loss) from continuing operations before

income tax expense

(7,183)

20,838

(29,775)

Income tax expense (benefit)

290

(47,064)

1,303

Income (loss) from continuing operations

(7,473)

67,902

(31,078)

Income (loss) from discontinued operations, net of tax

—

(1,321)

7,329

Net income (loss)

$

(7,473)

$

66,581

$

(23,749)

Basic earnings (loss) per common share—

Continuing operations

$

(0.19)

$

1.91

$

(0.89)

Discontinued operations

—

(0.04)

0.21

Total

$

(0.19)

$

1.87

$

(0.68)

Diluted earnings (loss) per common share—

Continuing operations

$

(0.19)

$

1.47

$

(0.89)

Discontinued operations

—

(0.02)

0.21

Total

$

(0.19)

$

1.45

$

(0.68)

Weighted average number of shares—

Basic

40,292,838

35,582,966

34,893,157

Diluted

40,292,838

47,062,903

34,893,157

 

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars, except share data)

(Unaudited)

 

March 31,

December 31,

2021

2020

Assets

Current assets

Cash and cash equivalents

$

290,194

$

279,940

Accounts receivable, net

52,250

64,390

Inventories, net

29,964

39,039

Other receivables

5,649

4,338

Prepaid expenses

9,136

7,332

Hedge collateral

5,250

5,250

Other current assets

2,435

9,321

Total current assets

394,878

409,610

Property, plant and equipment, net

91,014

96,383

Operating lease right-of-use assets

4,592

4,632

Intangible assets, net

2,602

2,727

Long-term prepaid expenses

5,993

4,058

Deferred income taxes

42,906

44,541

Other non-current assets

9,422

9,739

Total assets

$

551,407

$

571,690

Liabilities and Stockholders’ Equity

Current liabilities

Accounts payable

$

43,357

$

52,164

Other accounts payable

8,261

2,531

Accrued expenses

17,867

16,241

Accrued income taxes

1,224

12,398

Operating lease liabilities

2,352

2,210

Current portion of long-term borrowings, net

—

83,479

Other current liabilities

6,558

4,595

Total current liabilities

79,619

173,618

Accrued severance benefits, net

39,070

40,462

Non-current operating lease liabilities

2,240

2,422

Other non-current liabilities

10,131

9,588

Total liabilities

131,060

226,090

Commitments and contingencies

Stockholders’ equity

Common stock, $0.01 par value, 150,000,000 shares authorized, 55,469,375 shares issued and 46,257,413

outstanding at March 31, 2021 and 44,943,854 shares issued and 35,783,347 outstanding at December 31, 2020        

555

450

Additional paid-in capital

250,829

163,010

Retained earnings

279,361

286,834

Treasury stock, 9,211,962 shares at March 31, 2021 and 9,160,507 shares at December 31, 2020, respectively

(109,407)

(108,397)

Accumulated other comprehensive income (loss)

(991)

3,703

Total stockholders’ equity

420,347

345,600

Total liabilities and stockholders’ equity

$

551,407

$

571,690

 

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(Unaudited)

 

Three Months Ended  

March 31,
2021  

March 31,
2020  

Cash flows from operating activities

Net loss

$       (7,473)

$     (23,749)

Adjustments to reconcile net loss to net cash provided by operating activities

Depreciation and amortization             

3,448

7,935

Provision for severance benefits          

1,771

5,071

Amortization of debt issuance costs and original issue discount  

261

598

Loss on foreign currency, net

14,873

38,480

Restructuring and other charges          

9,504

2,138

Provision for inventory reserves           

1,504

570

Stock-based compensation   

1,646

885

Deferred income tax assets  

30

23

Others, net 

124

107

Changes in operating assets and liabilities

Accounts receivable, net        

9,794

(10,430)

Unbilled accounts receivable, net        

—

6,937

Inventories

6,071

(4,863)

Other receivables    

(1,438)

1,982

Other current assets

5,427

909

Accounts payable    

(7,701)

1,988

Other accounts payable         

(2,009)

(1,817)

Accrued expenses   

(3,532 )

(6,611)

Accrued income taxes            

(10,700)

(274)

Other current liabilities            

1,087

1,336

Other non-current liabilities   

18

1,808

Payment of severance benefits            

(1,493)

(2,080)

Others, net 

12

125

Net cash provided by operating activities      

21,224

21,068

Cash flows from investing activities

Proceeds from settlement of hedge collateral  

—

4,239

Payment of hedge collateral 

—

(7,841)

Purchase of property, plant and equipment       

(1,082)

(3,351)

Payment for intellectual property registration    

(171)

(229)

Payment of guarantee deposits           

(76)

—

Others, net 

(35)

55

Net cash used in investing activities               

(1,364)

(7,127)

Cash flows from financing activities

Proceeds from exercise of stock options            

2,538

—

Acquisition of treasury stock  

(1,540)

(1,021)

Repayment of financing related to water treatment facility arrangement    

(144)

(135)

Repayment of principal portion of finance lease liabilities             

(16)

(60)

Net cash provided by (used in) financing activities     

838

(1,216)

Effect of exchange rates on cash and cash equivalents            

(10,444)

(7,089)

Net increase in cash and cash equivalents  

10,254

5,636

Cash and cash equivalents

Beginning of the period    

279,940

151,657

End of the period

$    290,194

$    157,293

 

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

RECONCILIATION OF OPERATING INCOME TO ADJUSTED OPERATING INCOME

(In thousands of U.S. dollars)

(Unaudited)

 

Three Months Ended

March 31,

December 31,

March 31,

2021

2020

2020

Operating income (loss)

$

(2,091)

$

9,206

$

5,965

Adjustments:

Equity-based compensation expense

1,646

1,945

762

Early termination and other charges

10,416

5,075

554

Inventory reserve related to Huawei impact of

downstream trade restrictions

—

(871)

—

Adjusted operating income

$

9,971

$

15,355

$

7,281
 

We present Adjusted Operating Income as a supplemental measure of our performance. We define Adjusted Operating Income for the periods indicated as operating income (loss) adjusted to exclude (i) Equity-based compensation expense, (ii) Early termination and other charges and (iii) Inventory reserve related to Huawei impact of downstream trade restrictions.

For the three months ended March 31, 2021, early termination and other charges eliminate $10,416 thousand, of which $9,831 thousand related to non-recurring professional fees and certain transaction related expenses incurred in connection with the Merger. For the three months ended March 31, 2020, early termination and other charges eliminate $554 thousand of non-recurring professional service fees and expenses incurred in connection with certain treasury and finance initiatives.

For the three months ended December 31, 2020, early termination and other charges eliminate $5,075 thousand, of which $4,422 thousand related to the reduction of workforce under a voluntary resignation program and non-recurring professional service fees, and $653 thousand related to non-recurring professional fees and certain transaction related expenses incurred in connection with the Merger.

 

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA AND ADJUSTED NET INCOME

(In thousands of U.S. dollars, except share data)

(Unaudited)

 

Three Months Ended

March 31,

December 31,

March 31,

2021

2020

2020

Income (loss) from continuing operations

$

(7,473)

$

67,902

$

(31,078)

Adjustments:

Interest expense, net

420

863

4,930

Income tax expense (benefit)

290

(47,064)

1,303

Depreciation and amortization

3,448

3,148

2,570

EBITDA

(3,315)

24,849

(22,275)

Equity-based compensation expense

1,646

1,945

762

Early termination and other charges

10,416

5,075

554

Foreign currency loss (gain), net

4,671

(13,256)

30,971

Derivative valuation loss (gain), net

86

74

(117)

Loss on early extinguishment of borrowings, net

—

766

—

Inventory reserve related to Huawei impact of

downstream trade restrictions

—

(871)

—

Adjusted EBITDA

$

13,504

$

18,582

$

9,895

Income (loss) from continuing operations

$

(7,473)

$

67,902

$

(31,078)

Adjustments:

Equity-based compensation expense

1,646

1,945

762

Early termination and other charges

10,416

5,075

554

Foreign currency loss (gain), net

4,671

(13,256)

30,971

Derivative valuation loss (gain), net

86

74

(117)

Loss on early extinguishment of borrowings, net

—

766

—

Inventory reserve related to Huawei impact of

downstream trade restrictions

—

(871)

—

GAAP and cash tax expense difference

—

(43,874)

—

Income tax effect on non-GAAP adjustments

—

(493)

—

Adjusted Net Income

$

9,346

$

17,268

$

1,092

Adjusted Net Income per common share—

– Basic

$

0.23

$

0.49

$

0.03

– Diluted

$

0.22

$

0.40

$

0.03

Weighted average number of shares – basic

40,292,838

35,582,966

34,893,157

Weighted average number of shares – diluted

47,470,416

47,062,903

35,883,200
 

We present Adjusted EBITDA and Adjusted Net Income as supplemental measures of our performance. We define Adjusted EBITDA for the periods indicated as EBITDA (as defined below), adjusted to exclude (i) Equity-based compensation expense, (ii) Early termination and other charges, (iii) Foreign currency loss (gain), net, (iv) Derivative valuation loss (gain), net, (v) Loss on early extinguishment of borrowings, net and (vi) Inventory reserve related to Huawei impact of downstream trade restrictions. EBITDA for the periods indicated is defined as Income (loss) from continuing operations before interest expense, net, income tax expense (benefit) and depreciation and amortization.

We present Adjusted Net Income by adjusting income (loss) from continuing operations 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 for the periods as income (loss) from continuing operations, adjusted to exclude (i) Equity-based compensation expense, (ii) Early termination and other charges, (iii) Foreign currency loss (gain), net, (iv) Derivative valuation loss (gain), net, (v) Loss on early extinguishment of borrowings, net, (vi) Inventory reserve related to Huawei impact of downstream trade restrictions, (vii) GAAP and cash tax expense difference and (viii) Income tax effect on non-GAAP adjustments.

For the three months ended March 31, 2021, early termination and other charges eliminate $10,416 thousand, of which $9,831 thousand related to non-recurring professional fees and certain transaction related expenses incurred in connection with the Merger. For the three months ended March 31, 2020, early termination and other charges eliminate $554 thousand of non-recurring professional service fees and expenses incurred in connection with certain treasury and finance initiatives.

For the three months ended December 31, 2020, early termination and other charges eliminate $5,075 thousand, of which $4,422 thousand related to the reduction of workforce under a voluntary resignation program and non-recurring professional service fees, and $653 thousand related to non-recurring professional fees and certain transaction related expenses incurred in connection with the Merger.

 

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SOURCE Magnachip Semiconductor Corporation

投资者

Magnachip to Announce First Quarter 2021 Financial Results on May 10

SEOUL, South Korea, April 26, 2021 /PRNewswire/ — Magnachip Semiconductor Corporation (“Magnachip” or the “Company”) (NYSE: MX) will provide a press release with fiscal first quarter 2021 results before the market opens on Monday, May 10, 2021. This release will be accessible from the ‘Investors’ section of the company’s website at www.magnachip.com.

 

 

Magnachip will not host a conference call to discuss its results for the first quarter of 2021, as the Company entered into a definitive agreement with investment vehicles formed by an affiliate of Wise Road Capital LTD in a take private transaction on March 25, 2021.

 

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 provides a broad range of standard products to customers worldwide. Magnachip, with more than 40 years of operating history, owns a portfolio of approximately 1,200 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.

 

CONTACTS:
So-Yeon Jeong
Head of Investor Relations
Tel. +1-408-712-6151
investor.relations@magnachip.com

 

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SOURCE Magnachip Semiconductor Corporation

投资者

Magnachip Enters into Definitive Agreement with Wise Road Capital in a Take Private Transaction Valued at $1.4 Billion

– Magnachip shareholders to receive $29.00 in cash per share
– Represents a 54% premium to Magnachip’s unaffected closing price of $18.83 on March 2, 2021 and a 75% premium to the 3-month volume-weighted average share price

SEOUL, South Korea, March 26, 2021 /PRNewswire/ — Magnachip Semiconductor Corporation (“Magnachip” or the “Company”) (NYSE: MX), the South Korean leader in display and power solutions, today announced that it has entered into a definitive agreement (the “Agreement”) with South Dearborn Limited, a company incorporated in the Cayman Islands, and Michigan Merger Sub, Inc., a Delaware corporation, which are investment vehicles established by Wise Road Capital LTD and certain of its limited partners (“Wise Road”).

Under the terms of the Agreement, Magnachip shareholders will receive $29.00 in cash for each share of Magnachip’s common stock they currently hold, representing a premium of approximately 75% to Magnachip’s 3-month volume-weighted average share price and approximately a 54% premium to the unaffected closing stock price on March 2, 2021, the last trading day before media reports of third-party interest in acquiring Magnachip. The all-cash transaction has an equity value of approximately $1.4 billion. The transaction is fully backed by equity commitments and not contingent on any financing conditions.

Following the closing of the transaction, Magnachip’s management team and employees are expected to continue in their roles, and the Company will remain based in Cheongju, Seoul and Gumi, South Korea. The transaction is expected to be seamless for customers and employees across Magnachip’s businesses.

Magnachip’s Chief Executive Officer, YJ Kim, said: “This transaction is in the best interests of all of our stakeholders, including shareholders, customers and employees. It will provide an excellent opportunity to accelerate our MX 3.0 growth strategy. Given their deep industry expertise, Wise Road Capital is an ideal partner for Magnachip, and we look forward to working with them as we chart the next phase for our company. We remain grateful to our customers for their trust and to our fellow employees for their unwavering commitment to delivering industry-leading products to customers worldwide.”

Wise Road intends to work together with Magnachip’s management team to pursue the next step in the Company’s growth strategy and transform the Company into a true industry leader in the global display and power markets. Through its additional investment and global network, Wise Road will help Magnachip’s growth internationally. Wise Road remains absolutely committed to providing world-class products and services to the Company’s customers, while creating a stable environment for the company’s employees to grow and thrive.

The Board of Directors of Magnachip has unanimously approved the Agreement and recommends that Magnachip shareholders vote in favor of the transaction. Details of the transaction and the Agreement are included with the Company’s current report on Form 8-K, which will be filed with the United States Securities and Exchange Commission in due course.

The transaction is expected to close during the second half of 2021, subject to customary closing conditions, including the receipt of shareholder and regulatory approvals.

 

Advisors

J.P. Morgan Securities LLC served as exclusive financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP, Richards, Layton & Finger, PA and Kim & Chang served as legal counsel to Magnachip. BMO Capital Markets Corp. served as exclusive financial advisor and Hogan Lovells US LLP and Lee & Ko served as legal counsel to Wise Road Capital LTD.

 

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 provides a broad range of standard products to customers worldwide. Magnachip, with more than 40 years of operating history, owns a portfolio of approximately 1,200 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.

 

About Wise Road Capital

Wise Road Capital is a global private equity firm that invests in leading technology companies. The firm focuses on identifying opportunities in enabling technologies for global urbanization and smart & green life through close cooperation with companies across several main themes, including smart city, intelligent manufacturing and renewable energies. Wise Road Capital strives to build a healthy international ecosystem around these key themes through its investments and its international management team that has a combination of industry and investment expertise.

 

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving Magnachip and Wise Road Capital LTD. In connection with the proposed transaction, Magnachip intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Magnachip will mail or otherwise provide the definitive proxy statement and a proxy card to each shareholder of Magnachip entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that Magnachip may file with the SEC or send to its shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF MAGNACHIP ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT MAGNACHIP WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. The definitive proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by Magnachip with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov or at Magnachip’s website at www.magnachip.com.

 

Participants in the Solicitation

This communication does not constitute a solicitation of proxy, an offer to purchase, or a solicitation of an offer to sell any securities. Magnachip and its directors and executive officers are, and certain employees may be, deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction. Information regarding the names of such persons and their respective interests in the proposed transaction, by securities holdings or otherwise, will be set forth in the definitive proxy statement when it is filed with the SEC. Additional information regarding these individuals is set forth in Magnachip’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 9, 2021 and the definitive proxy statement on Schedule 14A for Magnachip’s most recent Annual Meeting of Shareholders held in June 2020, which was filed with the SEC on April 29, 2020. To the extent Magnachip’s directors and executive officers or their holdings of Magnachip securities have changed from the amounts disclosed in those filings, to Magnachip’s knowledge, such changes have been or will be reflected on initial statements of beneficial ownership on Form 3 or statements of change in ownership on Form 4 on file with the SEC. These documents are (or, when filed, will be) available free of charge at the SEC’s website at www.sec.gov or at Magnachip’s website at www.magnachip.com.

 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to the safe harbor created thereby. Statements that are not historical or current facts, including statements about beliefs and expectations and statements relating to the proposed transaction among the Company and Wise Road Capital LTD are forward-looking statements. These forward-looking statements are often, but not always, made through the use of words or phrases such as “may,” “will,” “will be,” “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe(s),” “intend,” “predict,” “potential,” “future,” “strategy,” “opportunity” and similar words or phrases or the negatives of these words or phrases. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including, but not limited to: the possibility that any or all of the conditions precedent to the consummation of the proposed transaction, including, the receipt of shareholder and regulatory approvals, may not be satisfied or waived; unanticipated difficulties or expenditures relating to the proposed transaction; that the transaction may not be completed in a timely manner or at all; the occurrence of any event, change or circumstance that could give rise to the termination of the Agreement; the diversion of and attention of management of the Company on transaction-related issues; legal proceedings, judgments or settlements, including those that may be instituted against the Company, the Company’s board of directors and executive officers and others following the announcement of the proposed transaction; disruptions of current plans and operations caused by the announcement and pendency of the proposed transaction; potential difficulties in employee retention due to the announcement and pendency of the proposed transaction; the response of customers, suppliers, business partners and regulators to the announcement of the proposed transaction; and other risks and uncertainties and the factors identified under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and updated in subsequent reports filed by the Company with the SEC. These reports are available at www.magnachip.com or www.sec.gov. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update them in light of new information or future events.

 

CONTACTS:

In the United States:
So-Yeon Jeong
Head of Investor Relations
Tel. +1-408-712-6151
investor.relations@maganachip.com		 Or
Dan Zacchei / Alex Kovtun
Sloane & Company
Tel. +1-617-803-5385
dzacchei@sloanepr.com /
akovtun@sloanepr.com		 In Korea:
Mina Jeong
Managing Partner, Allison Partners
Tel. +82 10 6282 0677
mina.jeong@allisonpr.com

 

投资者

Magnachip to Announce Fourth Quarter and Year 2020 Financial Results on February 17

SEOUL, South Korea, Jan. 20, 2021 — Magnachip Semiconductor Corporation (“Magnachip”) (NYSE: MX) announced today it will report its results for the fourth quarter and year ended December 31, 2020 on Wednesday, February 17, 2021 after the close of market. The Company will host a corresponding conference call at 2:00 p.m. PT / 5:00 p.m. ET to discuss its financial results.

 

 

The conference call will be webcast live and also is available by dialing toll-free at 1-844-536-5472 in US/Canada. International call-in participants can dial 1-614-999-9318. The conference ID number is 6298187. Participants are encouraged to initiate their calls at least 10 minutes in advance of the start time to ensure a timely connection. A live and archived webcast of the conference call and a copy of earnings release will be accessible from the ‘Investors’ section of the company’s website at www.magnachip.com.

A replay of the conference call will be available until 8:00 p.m. ET on February 24, 2021. The replay dial-in numbers are 1-404-537-3406 or toll-free at 1-855-859-2056. The conference ID number is 6298187.

 

About Magnachip Semiconductor

Magnachip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, industrial and automotive applications. The Company provides a broad range of standard products to customers worldwide. With more than 40 years of operating history, Magnachip owns a portfolio of approximately 1,200 registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. Please visit www.magnachip.com for more information. Information on or accessible from Magnachip’s website is not a part of, and is not incorporated into, this release.

CONTACTS:

United States (Investor Relations):
So-Yeon Jeong
Head of Investor Relations
Tel. +1-408-712-6151
Investor.relations@maganachip.com		 Korea / Asia media:
Min A KIM
Senior manager of Public Relations
Tel. +82-2-6903-3392
mina3.kim@maganachip.com

 

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Source: Magnachip Semiconductor Corporation

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Magnachip to Announce Fourth Quarter and Year 2020 Financial Results on February 17

投资者

Magnachip Semiconductor to Participate in 23rd Annual Needham Virtual Growth Conference

SEOUL, South Korea, January 4, 2021 — Magnachip Semiconductor Corporation (NYSE: MX) (“Magnachip” or the “Company”) today announced that members of executive management team will host one-on-one meetings at the 23rd Annual Needham Growth Conference on Tuesday, January 12 and Wednesday, January 13, 2021.  Management is also scheduled to participate in a fireside chat on Tuesday, January 12 at 8:30 am ET.

A live webcast of the fireside discussion will be accessible via the “Investor” section of the Company’s website at www.magnachip.com.

 

About Magnachip Semiconductor

Magnachip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, industrial and automotive applications. The Company provides a broad range of standard products to customers worldwide. With more than 40 years of operating history, Magnachip owns a portfolio of approximately 1,200 registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. Please visit www.magnachip.com for more information. Information on or accessible from Magnachip’s website is not a part of, and is not incorporated into, this release.

CONTACTS:

United States (Investor Relations):
So-Yeon Jeong
Head of Investor Relations
Tel. +1-408-712-6151
Investor.relations@maganachip.com		 Korea / Asia media:
Min A KIM
Senior manager of Public Relations
Tel. +82-2-6903-3392
mina3.kim@maganachip.com
投资者

Magnachip Reports Results for Third Quarter 2020

MX Reports Results for Third Quarter 2020

 

– Completed sale of the Foundry Services Group business and Fab 4 on September 1, 2020
– Cash balance as of September 30, 2020 was $542.1 million including approximately $350.6 million cash proceeds
– Paid $227.4 million to fully redeem 6.625% 2021 Senior Notes on October 2, 2020, lowering the future interest expense by approximately $16 million annually
– Revenue of $124.8 million, including $8.6 million revenue from transitional foundry service, increased 5% sequentially, exceeding high-end of the guidance range
– Gross profit margin of 22.9% reflecting approximately 300 bps negative impact from one-time items
– Net income of $273.0 million, including income from discontinued operations reflecting the $287.1 million gain on sale of the Foundry Services Group business and Fab 4; GAAP earnings per share of $7.74, including income from discontinued operations
– Net income from continuing operations of $8.5 million; GAAP diluted earnings per share from continuing operations of 21 cents
– Non-GAAP diluted earnings per share from continuing operations of 14 cents

SEOUL, South Korea, Oct. 29, 2020 /PRNewswire/ — Magnachip Semiconductor Corporation (NYSE: MX) (“Magnachip” or the “Company”) today announced financial results for the third quarter of 2020.

“Q3 represented a pivotal chapter of Magnachip as we successfully closed the sale of the Foundry business and Fab 4 that ultimately resulted in Magnachip becoming a pure-play Products company with a very healthy balance sheet. Across the company, we are making well-planned moves to realign our resources, sharpen our R&D focus on key priority areas, and improve our operational efficiency,” said YJ Kim, Magnachip’s chief executive officer. “During the third quarter, we also delivered solid performance with a 5% sequential revenue growth and a healthy bottom line despite the market disruptions caused by pandemic and geopolitical tension.”

“More importantly, the upswing in demand which began in July has continued into the fourth quarter thus far. We are encouraged by the robust growth opportunities ahead of us, which creates a stronger foundation for profitable growth. We continue to push the envelope on enhancing our competitive position through continuous technology advancement, addressable market expansion and strategic customer engagements.”

Q3 2020 Financial Highlights

(1) Following the consummation of the sale of the Foundry Services Group business and Fab 4, and for a period up to three years, the Company will provide transitional foundry services to the buyer for Foundry products manufactured in the Company’s fabrication facility located in Gumi (“Transitional Fab 3 Foundry Services”). Management believes that disclosing revenue of the Transitional Fab 3 Foundry Services separately from the standard products business allows investors to better understand the results of our core standard products display solutions and power solutions businesses.
(2) In the third quarter, total net income of $273.0 million included income from discontinued operations, net of tax, of $264.5 million, primarily attributable to the recognition of $287.1 million as gain on sale of the Foundry Services Group and Fab 4.
(3) 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 from continuing operations 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.

Q4 2020 financial guidance

The COVID-19 global pandemic is still evolving and continues to reduce our forward visibility. While actual results may vary, Magnachip currently anticipates for Q4 2020:

Revenue to be in the range of $128 million to $136 million, which represents approximately 3% to 9% sequential growth, including $10 million to $11 million of the Transitional Fab 3 Foundry Services.
Gross profit margin to be in the range of 25% to 27%.

Third Quarter 2020 Earnings Conference Call

Magnachip will host a conference call at 5 p.m. Eastern Time on October 29, 2020. The conference call will be webcast live 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 7584769. Participants are encouraged to initiate their calls at least 10 minutes in advance of the 5 p.m. Eastern Time 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 7584769.

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 Magnachip’s future operating and financial performance, outlook and business plans, including fourth quarter 2020 revenue and gross profit margin expectations, and the impact of the COVID-19 pandemic and escalated trade tensions on Magnachip’s fourth quarter 2020 and future operating results. 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 the impact of changes in macroeconomic and/or general economic conditions, including those caused by or related to the COVID-19 outbreak, recessions, economic instability and the outbreak of disease; 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; public health issues, including the COVID-19 pandemic; other business interruptions that could disrupt supply or delivery of, or demand for, Magnachip’s products, including uncertainties regarding the impacts of the COVID-19 pandemic that may result in factory closures, reduced workforces, scarcity of raw materials and goods produced in infected areas, as well as reduced consumer and business spending affecting demand for Magnachip’s products due to government and private sector mandatory business closures, travel restrictions or the like to prevent the spread of disease; and other risks detailed from time to time in Magnachip’s filings with the SEC, including our Form 10-K filed on February 21, 2020, our Form 10-Qs filed on May 11, 2020 and August 7, 2020 (all of which including that the impact of the COVID-19 pandemic may also exacerbate the risks discussed therein) and subsequent registration statements, amendments or other reports that we may file from time to time with the Securities and Exchange Commission 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.

 

About Magnachip Semiconductor

Magnachip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, industrial and automotive applications. The Company provides a broad range of standard products and manufacturing services to customers worldwide. Magnachip, with more than 40 years of operating history, owns a portfolio of approximately 1,200 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.

CONTACTS:

United States (Investor Relations):
So-Yeon Jeong
Head of Investor Relations
Tel. +1-408-712-6151
Investor.relations@maganachip.com		 Korea / Asia media:
Chankeun Park
Director of Public Relations
Tel. +82-2-6903-5223
chankeun.park@maganachip.com
投资者

Magnachip to Announce Third Quarter 2020 Financial Results on October 29

SEOUL, South Korea, Oct. 7, 2020 /PRNewswire/ — MagnaChip Semiconductor Corporation (“MagnaChip”) (NYSE: MX) announced today it will report its results for the third quarter ended September 30, 2020 on Thursday, October 29, 2020 after the close of market. The Company will host a corresponding conference call at 2:00 p.m. PT / 5:00 p.m. ET to discuss its financial results.

 

The conference call will be webcast live and also is available by dialing toll-free at 1-844-536-5472 in US/Canada. International call-in participants can dial 1-614-999-9318. The conference ID number is 7584769. Participants are encouraged to initiate their calls at least 10 minutes in advance of the 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 7584769.

 

About Maganachip Semiconductor

Maganachip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, industrial and automotive applications. The Company provides a broad range of standard products to customers worldwide. With more than 40 years of operating history, Maganachip owns a portfolio of approximately 1,200 registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. Please visit www.maganachip.com for more information. Information on or accessible from Maganachip’s website is not a part of, and is not incorporated into, this release.

CONTACTS:

United States (Investor Relations):
So-Yeon Jeong
Head of Investor Relations
Tel. +1-408-712-6151
Investor.relations@maganachip.com		 Korea / Asia media:
Chankeun Park
Director of Public Relations
Tel. +82-2-6903-5223
chankeun.park@maganachip.com
投资者

Magnachip Completes Redemption of 6.625% Senior Notes due 2021

SEOUL, South Korea, Oct. 6, 2020 /PRNewswire/ — MagnaChip Semiconductor Corporation (“MagnaChip” or the “Company”) (NYSE: MX) today announced that it completed the redemption of all of its 6.625% Senior Notes due 2021 (the “2021 Notes”) on October 2, 2020 (the “Redemption Date”). The Company paid approximately $227.4 million to fully redeem all of the outstanding $224.25 million aggregate principal amount of the 2021 Notes at a redemption price equal to the sum of 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.

 

About Maganachip Semiconductor

Maganachip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, industrial and automotive applications. The Company provides a broad range of standard products to customers worldwide. With more than 40 years of operating history, Maganachip owns a portfolio of approximately 1,200 registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. Please visit www.maganachip.com for more information. Information on or accessible from Maganachip’s website is not a part of, and is not incorporated into, this release.

CONTACTS:

United States (Investor Relations):
So-Yeon Jeong
Head of Investor Relations
Tel. +1-408-712-6151
Investor.relations@maganachip.com		 Korea / Asia media:
Chankeun Park
Director of Public Relations
Tel. +82-2-6903-5223
chankeun.park@maganachip.com