UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2019~~March 31, 2020

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number:001-34791

MagnaChip Semiconductor Corporation

(Exact name of registrant as specified in its charter)

Delaware

83-0406195

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

c/o MagnaChip Semiconductor S.A.

1, Allée Scheffer,L-2520

Luxembourg, Grand Duchy of Luxembourg

(352)45-62-62

(Address, zip code, and telephone number, including area code, of registrant’s principal executive offices)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MX	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). ☐ Yes ☒ No

As of ~~October 31, 2019,~~April 30, 2020, the registrant had ~~34,420,689~~35,065,248 shares of common stock outstanding.

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS



		Page No.

PART I FINANCIAL INFORMATION			3

Item 1.	Interim Consolidated Financial Statements (Unaudited)		3

	MagnaChip Semiconductor Corporation and Subsidiaries Consolidated Balance Sheets as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019		3

	MagnaChip Semiconductor Corporation and Subsidiaries Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~		4

	MagnaChip Semiconductor Corporation and Subsidiaries Consolidated Statements of Comprehensive ~~Income (Loss)~~Loss for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~		5

	MagnaChip Semiconductor Corporation and Subsidiaries Consolidated Statements of Changes in Stockholders’ Equity for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~		6

	MagnaChip Semiconductor Corporation and Subsidiaries Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~		7

	MagnaChip Semiconductor Corporation and Subsidiaries Notes to Consolidated Financial Statements		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		3028

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		5345

Item 4.	Controls and Procedures		5446

PART II OTHER INFORMATION			5547

Item 1.	Legal Proceedings		5547

Item 1A.	Risk Factors		5547

Item 6.	Exhibits		5648

SIGNATURES			5749

PART I—FINANCIAL INFORMATION

Item 1.

Interim Consolidated Financial Statements (Unaudited)

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)


	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
	(In thousands of US dollars, except share data)						(In thousands of US dollars, except share data)
Assets
Current assets
Cash and cash equivalents	$	131,341		$	132,438		$	157,293		$	151,657
Accounts receivable, net		106,289			80,003			60,688			47,447
Unbilled accounts receivable, net		21,356			38,181
Inventories, net		72,703			71,611			37,130			41,404
Other receivables		10,015			3,702			8,297			10,200
Prepaid expenses		15,112			11,133			11,148			9,003
Hedge collateral (Note 8)		9,990			5,810
Other current assets (Note 17)		7,437			9,867
Hedge collateral (Note 9)								13,270			9,820
Other current assets (Notes 10 and 18)								6,762			10,013
Current assets held for sale (Note 2)								201,619			99,821

Total current assets		374,243			352,745			496,207			379,365

Property, plant and equipment, net (Notes 4 and 6)		178,823			202,171
Property, plant and equipment, net								67,201			73,068
Operating leaseright-of-use assets		11,517			—			1,413			1,876
Intangible assets, net		3,913			3,953			2,583			2,769
Long-term prepaid expenses		10,926			15,598			4,117			5,757
Othernon-current assets		8,715			8,729			8,439			9,059
Non-current assets held for sale (Note 2)								—			123,434

Total assets	$	588,137		$	583,196		$	579,960		$	595,328

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	79,908		$	55,631		$	40,206		$	40,376
Other accounts payable		10,843			15,168			6,379			6,410
Accrued expenses		48,944			46,250			41,489			44,799
Deferred revenue		5,822			6,477
Operating lease liabilities		2,023			—			1,301			1,625
Other current liabilities (Notes 6 and 8)		4,563			9,133
Current portion of long-term borrowings, net								82,328			—
Other current liabilities (Note 10)								6,982			3,583
Current liabilities held for sale (Note 2)								142,013			37,040

Total current liabilities		152,103			132,659			320,698			133,833

Long-term borrowings, net		304,155			303,577			223,012			304,743
Non-current operating lease liabilities		9,494			—
Accrued severance benefits, net		138,794			146,031			48,765			51,181
Othernon-current liabilities (Note 6)		17,018			18,239
Othernon-current liabilities								8,641			9,671
Non-current liabilities held for sale (Note 2)								—			110,881

Total liabilities		621,564			600,506			601,116			610,309

Commitments and contingencies (Note 17)
Commitments and contingencies (Note 18)
Stockholders’ equity
Common stock, $0.01 par value, 150,000,000 shares authorized, 43,378,017 shares issued and 34,370,689 outstanding at September 30, 2019 and 43,054,458 shares issued and 34,441,232 outstanding at December 31, 2018		434			431
Common stock, $0.01 par value, 150,000,000 shares authorized, 44,160,355 shares issued and 35,054,682 outstanding at March 31, 2020 and 43,851,991 shares issued and 34,800,312 outstanding at December 31, 2019								442			439
Additionalpaid-in capital		145,555			142,600			153,286			152,404
Accumulated deficit		(81,557	)		(36,305	)		(81,880	)		(58,131	)
Treasury stock, 9,007,328 shares at September 30, 2019 and 8,613,226 shares at December 31, 2018, respectively		(106,514	)		(103,926	)
Treasury stock, 9,105,673 shares at March 31, 2020 and 9,051,679 shares at December 31, 2019, respectively								(107,649	)		(107,033	)
Accumulated other comprehensive income (loss)		8,655			(20,110	)		14,645			(2,660	)

Total stockholders’ deficit		(33,427	)		(17,310	)		(21,156	)		(14,981	)

Total liabilities and stockholders’ equity	$	588,137		$	583,196		$	579,960		$	595,328

The accompanying notes are an integral part of these consolidated financial statements.

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

   Three Months Ended Nine Months Ended
   September 30,
2019 September 30,
2018 September 30,
2019 September 30,
2018
   (In thousands of US dollars, except share data)
Net sales
   $ 229,677 $ 206,000 $ 592,202 $ 571,504
Cost of sales
   168,811 150,251 464,795 417,320


Gross profit
   60,866 55,749 127,407 154,184


Operating expenses

Selling, general and administrative expenses
   16,812 18,566 51,857 55,123
Research and development expenses
   17,368 18,918 56,375 59,503
Restructuring and other charges
   763 —   4,787 —


Total operating expenses
   34,943 37,484 113,019 114,626


Operating income
   25,923 18,265 14,388 39,558


Interest expense
   (5,656 ) (5,587 ) (16,972 ) (16,539 )
Foreign currency gain (loss), net
   (21,205 ) 6,002 (41,633 ) (20,129 )
Loss on early extinguishment of long-term borrowings, net
   —   —   (42 ) —
Other income (expense), net
   785 150 2,114 (291 )


Income (loss) before income tax expense
   (153 ) 18,830 (42,145 ) 2,599
Income tax expense
   1,454 1,608 3,107 4,119


Net income (loss)
   $ (1,607 ) $ 17,222 $ (45,252 ) $ (1,520 )


Earnings (loss) per common share—

Basic
   $ (0.05 ) $ 0.50 $ (1.32 ) $ (0.04 )
Diluted
   $ (0.05 ) $ 0.41 $ (1.32 ) $ (0.04 )
Weighted average number of shares—

Basic
   34,357,745 34,573,377 34,266,513 34,416,887
Diluted
   34,357,745 46,021,610 34,266,513 34,416,887


	Three Months Ended
	March 31, 2020			March 31, 2019
	(In thousands of US dollars, except share data)
Revenues:
Net sales – standard products business	$	110,736		$	100,264
Net sales – transitional Fab 3 foundry services		9,737			7,003

Total revenues		120,473			107,267
Cost of sales:
Cost of sales – standard products business		81,606			81,241
Cost of sales – transitional Fab 3 foundry services		9,737			7,003

Total cost of sales		91,343			88,244

Gross profit		29,130			19,023
Operating expenses:
Selling, general and administrative expenses		12,102			12,036
Research and development expenses		10,509			12,044
Other charges		554			—

Total operating expenses		23,165			24,080

Operating income (loss)		5,965			(5,057	)

Interest expense		(5,607	)		(5,637	)
Foreign currency loss, net		(30,971	)		(10,610	)
Loss on early extinguishment of long-term borrowings, net		—			(42	)
Other income, net		838			587

Loss from continuing operations before income tax expense		(29,775	)		(20,759	)
Income tax expense		1,303			796

Loss from continuing operations		(31,078	)		(21,555	)
Income (loss) from discontinued operations, net of tax		7,329			(12,570	)

Net loss	$	(23,749	)	$	(34,125	)

Basic and diluted earnings (loss) per common share—
Continuing operations	$	(0.89	)	$	(0.63	)
Discontinued operations		0.21			(0.37	)

Total	$	(0.68	)	$	(1.00	)

Weighted average number of shares – basic and diluted		34,893,157			34,194,878

The accompanying notes are an integral part of these consolidated financial statements.

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME (LOSS)~~LOSS (Unaudited)


	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018			March 31, 2020			March 31, 2019
	(In thousands of US dollars)												(In thousands of US dollars)
Net income (loss)	$	(1,607	)	$	17,222		$	(45,252	)	$	(1,520	)
Net loss													$	(23,749	)	$	(34,125	)

Other comprehensive income (loss)
Foreign currency translation adjustments		15,931			(3,827	)		30,915			15,806			22,251			7,304
Derivative adjustments
Fair valuation of derivatives		(2,803	)		1,046			(5,703	)		(891	)		(5,004	)		(499	)
Reclassification adjustment for loss (gain) on derivatives included in net income (loss)		1,600			140			3,553			(4,501	)
Reclassification adjustment for loss on derivatives included in net loss														58			187

Total other comprehensive income (loss)		14,728			(2,641	)		28,765			10,414
Total other comprehensive income														17,305			6,992

Total comprehensive income (loss)	$	13,121		$	14,581		$	(16,487	)	$	8,894
Total comprehensive loss													$	(6,444	)	$	(27,133	)

The accompanying notes are an integral part of these consolidated financial statements.

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)

   Common Stock    Additional
Paid-In Accumulated Treasury Accumulated
Other
Comprehensive
(In thousands of US dollars, except share data)
   Shares    Amount    Capital Deficit Stock Income (Loss) Total
Three Months Ended September 30, 2019:

Balance at June 30, 2019
   34,240,181    $ 433    $ 144,188 $ (79,950 ) $ (106,514 ) $ (6,073 ) $ (47,916 )
Stock-based compensation
   —      —      479 —   —   —   479
Exercise of stock options
   129,409    1    888 —   —   —   889
Settlement of restricted stock units
   1,099    0    (0 ) —   —   —   —
Other comprehensive income, net
   —      —      —   —   —   14,728 14,728
Net loss
   —      —      —   (1,607 ) —   —   (1,607 )






Balance at September 30, 2019
   34,370,689    $ 434    $ 145,555 $ (81,557 ) $ (106,514 ) $ 8,655 $ (33,427 )






Three Months Ended September 30, 2018:

Balance at June 30, 2018
   34,483,754    $ 429    $ 139,502 $ (51,147 ) $ (102,518 ) $ (20,059 ) $ (33,793 )
Stock-based compensation
   —      —      1,083 —   —   —   1,083
Exercise of stock options
   95,088    1    676 —   —   —   677
Settlement of restricted stock units
   21,622    0    (0 ) —   —   —   —
Acquisition of treasury stock
   —      —      —   —   —   —   —
Other comprehensive loss, net
   —      —      —   —   —   (2,641 ) (2,641 )
Net income
   —      —      —   17,222 —   —   17,222






Balance at September 30, 2018
   34,600,464    $ 430    $ 141,261 $ (33,925 ) $ (102,518 ) $ (22,700 ) $ (17,452 )


																										Additional Paid-In Capital									Accumulated Other Comprehensive Income (Loss)
	Common Stock					Additional Paid-In			Accumulated			Treasury			Accumulated Other Comprehensive			Total			Common Stock								Accumulated Deficit			Treasury Stock						Total
(In thousands of US dollars, except share data)	Shares			Amount		Capital			Deficit			Stock			Income (Loss)			Total			Shares			Amount					Accumulated Deficit			Treasury Stock						Total
Nine Months Ended September 30, 2019:
Balance at December 31, 2018		34,441,232		$	431	$	142,600		$	(36,305	)	$	(103,926	)	$	(20,110	)	$	(17,310	)
Three Months Ended March 31, 2020:
Balance at December 31, 2019, as previously reported																						34,800,312		$	439	$	152,404		$	(58,131	)	$	(107,033	)	$	(2,660	)		$	(14,981	)
Stock-based compensation																						—			—		885			—			—			—				885
Settlement of restricted stock units																						308,364			3		(3	)		—			—			—				—
Acquisition of treasury stock																						(53,994	)		—		—			—			(616	)		—				(616	)
Other comprehensive income, net																						—			—		—			—			—			17,305				17,305
Net loss																						—			—		—			(23,749	)		—			—				(23,749	)

Balance at March 31, 2020																						35,054,682		$	442	$	153,286		$	(81,880	)	$	(107,649	)	$	14,645			$	(21,156	)

Three Months Ended March 31, 2019:
Balance at December 31, 2018, as previously reported																						34,441,232		$	431	$	142,600		$	(36,305	)	$	(103,926	)	$	(20,110	)		$	(17,310	)
Stock-based compensation		—			—		1,920			—			—			—			1,920			—			—		669			—			—			—				669
Exercise of stock options		153,967			1		1,037			—			—			—			1,038			8,624			0		48			—			—			—				48
Settlement of restricted stock units		169,592			2		(2	)		—			—			—			—			167,453			2		(2	)		—			—			—				—
Acquisition of treasury stock		(394,102	)		—		—			—			(2,588	)		—			(2,588	)		(393,807	)		—		—			—			(2,585	)		—				(2,585	)
Other comprehensive income, net		—			—		—			—			—			28,765			28,765			—			—		—			—			—			6,992				6,992
Net loss		—			—		—			(45,252	)		—			—			(45,252	)		—			—		—			(34,125	)		—			—				(34,125	)

Balance at September 30, 2019		34,370,689		$	434	$	145,555		$	(81,557	)	$	(106,514	)	$	8,655		$	(33,427	)
Balance at March 31, 2019																						34,223,502		$	433	$	143,315		$	(70,430	)	$	(106,511	)	$	(13,118	)		$	(46,311	)

Nine Months Ended September 30, 2018:
Balance at December 31, 2017, as previously reported		34,189,599		$	426	$	136,259		$	(40,889	)	$	(102,319	)	$	(33,114	)	$	(39,637	)
Impact of adopting the new revenue standard		—			—		—			8,484			—			—			8,484
Balance at January 1, 2018, as adjusted		34,189,599		$	426	$	136,259		$	(32,405	)	$	(102,319	)	$	(33,114	)	$	(31,153	)
Stock-based compensation		—			—		3,893			—			—			—			3,893
Exercise of stock options		159,841			2		1,111			—			—			—			1,113
Settlement of restricted stock units		270,456			2		(2	)		—			—			—			—
Acquisition of treasury stock		(19,432	)		—		—			—			(199	)		—			(199	)
Other comprehensive income, net		—			—		—			—			—			10,414			10,414
Net loss		—			—		—			(1,520	)		—			—			(1,520	)

Balance at September 30, 2018		34,600,464		$	430	$	141,261		$	(33,925	)	$	(102,518	)	$	(22,700	)	$	(17,452	)

The accompanying notes are an integral part of these consolidated financial statements.

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


	Nine Months Ended						Three Months Ended
	September 30, 2019			September 30, 2018			March 31, 2020			March 31, 2019
	(In thousands of US dollars)						(In thousands of US dollars)
Cash flows from operating activities
Net loss	$	(45,252	)	$	(1,520	)	$	(23,749	)	$	(34,125	)
Adjustments to reconcile net loss to net cash provided by operating activities
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization		24,661			23,883			7,935			8,303
Provision for severance benefits		10,491			14,686			5,071			3,117
Amortization of debt issuance costs and original issue discount		1,712			1,623			598			571
Loss on foreign currency, net		50,512			26,931			38,480			11,720
Restructuring and other charges		470			—			2,138			2,822
Provision for inventory reserves								570			4,645
Stock-based compensation		1,920			3,893			885			669
Loss on early extinguishment of long-term borrowings, net		42			—			—			42
Other		61			(964	)		107			96
Changes in operating assets and liabilities
Accounts receivable, net		(32,812	)		(14,282	)		(10,430	)		(12,844	)
Unbilled accounts receivable, net		14,208			1,187			6,937			9,726
Inventories, net		(6,321	)		(30,296	)
Inventories								(4,863	)		(15,230	)
Other receivables		(4,814	)		(2,669	)		1,982			(4,205	)
Other current assets		6,356			2,514			909			1,836
Accounts payable		27,585			17,414			1,988			20,874
Other accounts payable		(10,074	)		(8,811	)		(1,817	)		2,797
Accrued expenses		3,831			(5,370	)		(6,611	)		(5,365	)
Deferred revenue		(190	)		3,560
Other current liabilities		(6,159	)		1,533			1,062			(6,293	)
Othernon-current liabilities		808			1,035			1,808			1,085
Payment of severance benefits		(6,195	)		(9,004	)		(2,080	)		(2,263	)
Other		(821	)		(329	)		148			347

Net cash provided by operating activities		30,019			25,014
Net cash provided by (used in) operating activities								21,068			(11,675	)

Cash flows from investing activities
Proceeds from settlement of hedge collateral		12,625			11,290			4,239			2,242
Payment of hedge collateral		(17,024	)		(10,965	)		(7,841	)		—
Proceeds from disposal of plant, property and equipment		202			1,685
Purchase of plant, property and equipment		(16,693	)		(18,875	)
Payment for property related to water treatment facility arrangement (Note 4)		—			(4,283	)
Purchase of property, plant and equipment								(3,351	)		(11,207	)
Payment for intellectual property registration		(907	)		(776	)		(229	)		(232	)
Collection of guarantee deposits		539			794			47			298
Payment of guarantee deposits		(1,330	)		(89	)		—			(892	)
Other		23			(38	)		8			(10	)

Net cash used in investing activities		(22,565	)		(21,257	)		(7,127	)		(9,801	)

Cash flows from financing activities
Repurchase of long-term borrowings		(1,175	)		—			—			(1,175	)
Proceeds from exercise of stock options		1,038			1,113			—			48
Acquisition of treasury stock		(2,588	)		(199	)		(1,021	)		(2,353	)
Proceeds from property related to water treatment facility arrangement		—			4,283
Repayment of financing related to water treatment facility arrangement		(415	)		(73	)		(135	)		(143	)
Repayment of principal portion of finance lease liabilities		(174	)		—			(60	)		(59	)

Net cash provided by (used in) financing activities		(3,314	)		5,124
Net cash used in financing activities								(1,216	)		(3,682	)

Effect of exchange rates on cash, cash equivalents and restricted cash		(5,237	)		(3,974	)
Effect of exchange rates on cash and cash equivalents								(7,089	)		(1,468	)

Net increase (decrease) in cash, cash equivalents and restricted cash		(1,097	)		4,907
Net increase (decrease) in cash and cash equivalents								5,636			(26,626	)

Cash, cash equivalents and restricted cash
Cash and cash equivalents
Beginning of the period		132,438			128,575			151,657			132,438

End of the period	$	131,341		$	133,482		$	157,293		$	105,812

Supplemental cash flow information
Cash paid for interest	$	19,071		$	19,219		$	9,522		$	9,549

Cash paid for income taxes	$	1,904		$	812		$	1,534		$	1,556

Non-cash investing activities
Property, plant and equipment additions in other accounts payable	$	496		$	4,668		$	687		$	2,643

Non-cash financing activities
Acquisition of treasury stock to satisfy the tax withholding obligations in connection with equity-based compensation							$	—		$	(232	)

The accompanying notes are an integral part of these consolidated financial statements.

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(TABULAR DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

1. Business, Basis of Presentation and Significant Accounting Policies

Business

MagnaChip Semiconductor Corporation (together with its subsidiaries, the “Company”) is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, Internet of Things (“IoT”) applications, consumer, industrial and automotive applications. The Company provides technology platforms for analog, mixed signal, power, high voltage,non-volatile memory and Radio Frequency (“RF”) applications. ~~The Company’s business is comprised~~

On March 30, 2020, the Company entered into a definitive Business Transfer Agreement (the “BTA”) for the sale of ~~two operating segments:~~its Foundry Services Group business and ~~Standard Products Group.~~its fabrication facility located in Cheongju (“Fab 4”), the larger of the Company’s two8-inch manufacturing facilities, to Magnus Semiconductor, LLC, a Korean limited liability company, or one of its wholly owned subsidiaries (the “Buyer”) for a purchase price equal to the KRW equivalent of $344.7 million in cash, subject to working capital adjustments set forth in the BTA. The ~~Company’s~~Buyer is a special purpose company formed by Alchemist Capital Partners Korea Co., Ltd. and Credian Partners, Inc. This planned divestiture of the Foundry Services Group ~~provides specialty analog~~business and ~~mixed-signal~~Fab 4 will allow the Company to strategically shift its operational focus to its standard products business. The Foundry Services Group was historically a reportable segment. As a result of the entry into the BTA, the results of the Foundry Services Group were classified as discontinued operations in the Company’s consolidated statements of operations and excluded from both continuing operations and segment results for all periods presented. Accordingly, commencing with the first quarter of 2020, the Company has one reportable segment: its standard products business, together with transitional foundry services ~~mainly~~associated with its fabrication facility located in Gumi, Korea, known as “Fab 3,” that it expects to perform for ~~fabless and Integrated Device Manufacturer (“IDM”~~the Buyer for a period of up to three years (the “Transitional Fab 3 Foundry Services”) ~~semiconductor companies that primarily serve communications, IoT, consumer, industrial and automotive applications.~~. The Company’s ~~Standard Products Group is comprised of two~~standard products business ~~lines:~~includes its Display Solutions and Power ~~Solutions.~~Solutions business lines. The Company’s Display Solutions products provide panel display solutions to major suppliers of large and small rigid and flexible panel displays, and mobile, automotive applications and home appliances. The Company’s Power Solutions products include discrete and integrated circuit solutions for power management in communications, consumer and industrial applications.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). These interim consolidated financial statements include normal recurring adjustments and the elimination of all intercompany accounts and transactions which are, in the opinion of management, necessary to provide a fair statement of the Company’s financial condition and results of operations for the periods presented. These interim consolidated financial statements are presented in accordance with Accounting Standards Codification 270,~~“Interim~~ “Interim Reporting” and, accordingly, do not include all of the information and note disclosures required by US GAAP for complete financial statements, except for the changes below. The results of operations for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 are not necessarily indicative of the results to be expected for a full year or for any other periods.

The Company has reclassified certain prior year amounts to conform to the current year’s presentation for discontinued operations to reflect the anticipated divestiture of its Foundry Services Group business and Fab 4. The assets to be acquired and liabilities to be transferred to the Buyer, as specified in the BTA, have been classified as assets and liabilities held for sale in the Company’s consolidated balance sheets, subject to adjustments set forth in the BTA. See Note 2 “Discontinued Operations and Assets Held for Sale” for additional information. The consolidated statements of cash flows have not been adjusted to separately disclose cash flows related to discontinued operations, but the material items in the operating and investing activities of cash flows relating to discontinued operations are disclosed in Note 2. Unless otherwise stated, information in these notes to consolidated financial statements relates to the Company’s continuing operations and excludes the discontinued operations.

There have been no material changes to the Company’s significant accounting policies as of and for the three months ended March 31, 2020, except for those related to discontinued operations and assets held for sale as described below, as compared to the significant accounting policies described in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, ~~2018 balance sheet data was derived from the Company’s audited financial statements, but does not include all disclosures required by US GAAP.~~2019.

~~Upon the adoption of Accounting Standards Update (“ASU”)No. 2016-02,~~ ~~“Leases (Topic 842)” (“ASU2016-02”)~~ ~~effective on January 1, 2019 (the “new lease standard”), the Company has updated its accounting policy for leases as detailed below.~~

~~Leases~~Discontinued Operations and Assets Held for Sale

The Company ~~determines if an arrangement is a lease at inception~~reports the results of operations of a ~~contract considering whether~~business as discontinued operations if a disposal represents a strategic shift that has or will have a major effect on the ~~arrangement conveys~~Company’s operations and financial results when the ~~right~~business is sold and classified as held for sale, in accordance with the criteria of Accounting Standard Codification (“ASC”) 205, “Presentation of Financial Statements” (“ASC 205”) and ASC 360, “Property, Plant and Equipment” (“ASC 360”). Assets and liabilities of a business classified as held for sale are recorded at the lower of its carrying amount or estimated fair value less costs to ~~control~~sell. If the ~~use of an identified asset over the period of use. Control of an underlying asset is conveyed if the Company has the right to direct the use of, and to obtain substantially all~~carrying amount of the ~~economic benefits from the use of, the identified asset. The Company accounts for lease transactions as either an operating or~~business exceeds its estimated fair value less costs to sell, a ~~finance lease, depending on the terms of the underlying lease arrangement.~~loss is recognized. Assets and liabilities related to ~~operating leases~~discontinued operations classified as held for sale are ~~recorded on the balance sheet as operating leaseright-of-use~~ ~~assets; the related liabilities are recorded as operating lease liabilities for~~segregated in the current ~~portion andnon-current~~ ~~operating lease liabilities for thenon-current~~ ~~portion. Finance leaseright-of-use~~ ~~assets are included in property~~ and ~~equipment, net and the related lease liabilities are included in other current liabilities and othernon-current~~ ~~liabilities on the consolidated~~prior balance ~~sheets.~~

~~Right-of-use~~ ~~assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.Right-of-use~~ assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term. As most of the Company’s leases do not provide a readily determinable implicit rate, the Company estimates its incremental borrowing rates in determining the present value of future payments based on the lease term of each lease and market information available at commencement date. Fixed lease expenses for operating leases and depreciation expenses for finance leases are recognized on a straight-line basis over the respective lease term.

~~An extension or contraction of a lease term is considered if the related option to extend or early terminate the lease is reasonably certain to be exercised by the Company. Operating leaseright-of-use~~ ~~assets may also include any advance lease payments made and exclude lease incentives and initial direct costs incurred. The Company has lease agreements with lease andnon-lease~~ ~~components, which are generally accounted for separately. For certain equipment leases, lease andnon-lease~~ ~~components are accounted for as a single lease component.~~

~~Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates are not included in theright-of-use~~ ~~assets or liabilities. These variable lease payments are expensed as incurred.~~

~~The Company does not recognize operating leaseright-of-use~~ ~~assets and operating lease liabilities that arise from short-term leases but rather recognizes fixed lease payments in the statements of operations on a straight-line basis and variable payments~~sheets in the period in which the ~~related obligations incur.~~

~~Revenue Recognition~~

~~The Company recognizes revenue when it satisfies the performance obligation of transferring control over a product or service to a customer. Revenue~~business is ~~measured based on the consideration specified in a contract with a customer, which consideration is paid in exchange for a product or service.~~

The Foundry Services Group of the Company manufactures products, which the Company refers to as foundry products, based on customers’ specific product designs. The Company recognizes revenue over time for foundry products that do not have an alternative use when the Company has an enforceable right to payment. Revenue recognized over time is in proportion of wafer manufacturing costs incurred relative to total estimated costs for completion. However, in certain circumstances, pursuant to a customer contract or an individual purchase order, the Company may not have an enforceable right to payment for services performed at a given time. In this situation, the Company recognizes revenue at the time when a customer obtains control of the product, which is generally upon product shipment, delivery at the customer’s location or upon customer acceptance, depending on the terms of the arrangement.

The Standards Products Group of the Company sells products manufactured based on the Company’s design. The Standard Products Group’s products are either standardized with an alternative use or the Company does not have an enforceable right to payment for the related manufacturing services completed to date. For those products, revenue is recognized when a customer obtains control of the product, which is generally upon product shipment, delivery at the customer’s location or upon customer acceptance, depending on the terms of the arrangement.

A portion of the Company’s sales are made through distributors for which the Company applies the same revenue recognition guidance described above. The Company defers the recognition of revenue when it receives consideration from the customers prior to the fulfillment of performance obligations. These amounts are classified as ~~deferred revenue on~~held for sale. The results of discontinued operations are reported in “Income (loss) from discontinued operations, net of tax” in the accompanying consolidated balance sheets. Of the recorded deferred revenue of $6,477 thousand as of December 31, 2018, $188 thousand and $1,750 thousand were recognized as revenue during the three and nine months ended September 30, 2019. Of the recorded deferred revenue of $8,335 thousand as of December 31, 2017, $2,256 thousand and $3,478 thousand were recognized as revenue during the three and nine months ended September 30, 2018, respectively.

In accordance with revenue recognition guidance, any tax assessed by a governmental authority that is both imposed on and concurrent with a specific revenue-producing transaction, and that is collected by the Company from a customer, is excluded from revenue and presented in the statements of operations ~~on a net basis.~~

~~The Company provides warranties under which customers can return defective products. The Company also provides allowances~~ for ~~additional products that may have to be provided free of charge to compensate customers for not meeting previously agreed upon yield criteria,~~the current and prior periods commencing in the period in which the ~~Company refers to as~~business meets the ~~low yield compensation reserve. The Company estimates the costs related to warranty claims, repair or replacements and low yield compensation reserves, and records them as components of cost of sales.~~

In addition, the Company offers sales returns (other than those that relate to defective products under warranty), cash discounts for early payments, sales incentives including discounts and volume rebates, and certain allowances to the Company’s customers, including the Company’s distributors. The Company records reserves for those returns, discounts, incentives and allowances as a deduction from sales, based on historical experience and other quantitative and qualitative factors.

Substantially all of the Company’s contracts are one year or less in duration. The standard payment terms with customers are generally thirty to sixty days from the time of shipment, product delivery to the customer’s location or customer acceptance, depending on the terms of the related arrangement.

Unbilled accounts receivable represents the Company’s contractual right to consideration for manufacturing work performed on a customer contract or an individual purchase order, which has not been invoiced to the customer. Of the recorded unbilled accounts receivable of $38,181 thousand as of December 31, 2018, $2,993 thousand and $32,780 thousand were billed to customers upon shipment, upon product delivery or upon customer acceptance, depending on the terms of the related arrangement, during the three and nine months ended September 30, 2019, respectively.criteria.

Recent Accounting Pronouncements Not Yet Adopted

In ~~August 2018, the U.S. Securities and Exchange Commission (the “SEC”) adopted the final rule under SEC ReleaseNo. 33-10532,~~ “Disclosure Update and Simplification,” which makes a number of changes meant to simplify interim disclosures. The amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of operations is required to be filed. In JulyDecember 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ~~No. 2019-07, “Codification Updates to SEC Sections—Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases~~No. ~~33-10532,~~2019-12, ~~Disclosure Update~~“Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU2019-12”). ASU2019-12 removes certain exceptions to the general principles in Topic 740 and ~~Simplification,~~improves consistent application of and ~~Nos.~~simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU~~33-10231~~2019-12 is effective for fiscal years beginning after December 15, 2020, and~~33-10442,~~ ~~Investment~~ interim periods within those fiscal years. The Company ~~Reporting Modernization and Miscellaneous Updates” (“ASU 2019-07”). ASU2019-07~~ ~~codifies Final Rule ReleaseNo. 33-10532.~~ ~~The additional elements~~does not expect the adoption of ASU~~2019-07~~2019-12 ~~did not~~to have a material ~~impact~~effect on the Company’s consolidated financial statements. ~~The Company began to present a statement of changes in stockholders’ equity in its quarterly financial statements for fiscal quarter beginning after January 1, 2019.~~

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ~~ASU~~Accounting Standards UpdateNo. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU2016-13”). ASU2016-13 amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. In April 2019, the FASB ~~ASU~~issued Accounting Standards UpdateNo. 2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” (“ASU2019-04”), and in November 2019, the FASB issued Accounting Standards UpdateNo. 2019-11, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses” (“ASU2019-11”) to clarify and address certain items related to the amendments in ASU2016-13. In February 2020, the FASB issued Accounting Standards UpdateNo. 2020-02, “Financial Instruments—Credit Losses (Topic 326)” (“ASU2020-02”), which ~~clarifies treatment of certain credit losses.~~incorporates SEC SAB 119 (updated from SAB 102) into the ASC by aligning SEC recommended policies and procedures with ASC 326.The Company adopted ASU 2016-13, ASU~~2016-13~~2019-04, ASU2019-11 and ASU~~2019-04~~2020-02 ~~are effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company does not expect~~as of January 1, 2020, and the adoption ~~of ASU2016-13~~ ~~and ASU2019-04~~ todid not have a material ~~effect~~impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued Accounting Standards UpdateNo. 2018-13 “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU2018-13”). ASU2018-13 amends existing fair value measurement disclosure requirements by adding, changing, or removing certain disclosures. ~~ASU2018-13~~ is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted for any eliminated or modified disclosures. The Company does not expect that the adoption will have an impact on the Company’s consolidated financial statements.

~~Recently Adopted Accounting Pronouncements~~

~~In February 2018, the FASB issued Accounting Standards UpdateNo. 2018-02,~~ Income Statement – Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The Company adopted ASU~~2018-02~~ ~~in the first quarter~~ 2018-13 as of ~~2019, and the adoption did not impact the Company’s consolidated financial statements and related disclosures.~~

~~In August 2017, the FASB issued Accounting Standards UpdateNo. 2017-12,~~ ~~“Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” (“ASU2017-12”).~~ ~~ASU2017-12~~ provides new guidance about income statement classification and eliminates the requirement to separately measure and report hedge ineffectiveness. The entire change in fair value for qualifying hedge instruments included in the effectiveness will be recorded in other comprehensive income (“OCI”) and amounts deferred in OCI will be reclassified to earnings in the same income statement line item in which the earnings effect of the hedged item is reported. The Company adopted ASU~~2017-12~~ ~~in the first quarter of 2019,~~January 1, 2020, and the adoption of ASU~~2017-12~~ ~~did not have a material impact to the Company’s consolidated financial statements.~~

~~In July 2017, the FASB issued Accounting Standards UpdateNo. 2017-11,~~ ~~“Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815)” (“ASU2017-11”),~~ which addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings.

Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. The Company adopted ASU~~2017-11~~ ~~in the first quarter of 2019, and the adoption~~ 2018-13 did not impact the Company’s consolidated financial statements.

~~In February 2016,~~

2. Discontinued Operations and Assets Held for Sale

On March 30, 2020, the ~~FASB issued Accounting Standards UpdateNo. 2016-02,~~ ~~“Leases (Topic 842)” (“ASU2016-02”)~~ ~~in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on~~Company entered into the ~~balance sheet for those leases classified as operating leases under US GAAP. ASU2016-02~~ ~~requires that a lessee recognize a liability to make lease payments and aright-of-use~~ ~~asset representing its right to use the underlying asset~~BTA for the ~~lease term on~~sale of its Foundry Services Group business and Fab 4. Following the ~~balance sheet. The FASB issued Accounting Standards Update No2018-01,~~ ~~“Leases (Topic 842) Land Easement Practical Expedient for Transition to Topic 842” (“ASU2018-01”).~~ ~~ASU2018-01~~ ~~permits an entity to elect an optional transition practical expedient not to evaluate land easements that exist or expired before the entity’s adoption of ASU2016-02~~ ~~and that were not accounted for as leases under previous lease guidance. In July 2018, the FASB issued Accounting Standards Update No2018-10,~~ ~~“Codification Improvements to Topic 842 Leases” (“ASU2018-10”).~~ ~~ASU2018-10~~ ~~provides narrow amendments to clarify how to apply certain aspects~~consummation of the ~~new lease standard. In July 2018,~~sale, and for up to three years, the ~~FASB also issued Accounting Standards Update No2018-11,~~ ~~“Leases (Topic 842) Targeted Improvements” (“ASU2018-11”).~~ ~~ASU2018-11~~ ~~allows an entity~~Company is expected to ~~recognize a cumulative-effect adjustment~~provide the Transitional Fab 3 Foundry Services. For the periods prior to the ~~opening balance of retained earnings upon adoption of ASU2016-02~~ ~~(the “modified retrospective transition method”). In December 2018, the FASB issued Accounting Standards Update No2018-20,~~ ~~“Leases (Topic 842) Narrow Scope Improvements for Lessors” (“ASU2018-20”).~~ ~~ASU2018-20~~ ~~provides certain amendments that affect narrow aspects~~closing of the ~~guidance issued in ASU2016-02.~~ ~~In March 2019,~~sale, revenue from providing the ~~FASB issued Accounting Standards Update No2019-01~~ ~~“Codification Improvements” (“ASU2019-01”).~~ ~~The effective date and transition requirements for ASU2016-02,~~ ~~ASU2018-01,~~ ~~ASU2018-10,~~ ~~ASU2018-11,~~ ~~ASU2018-20~~ ~~and ASU2019-01~~ ~~are the same.~~

~~The Company adopted the new lease standard as of January 1, 2019, using the modified retrospective transition method, which requires a cumulative effect adjustment, if any,~~Transitional Fab 3 Foundry Services to the ~~Company’s beginning equity~~Foundry Services Group is recorded at cost on both of the continuing and discontinued businesses. The sale is expected to ~~be recognized on~~close within approximately four to six months from the date of ~~adoption. There was no cumulative effect adjustment~~the BTA, subject to customary closing conditions.

The following table summarizes the results from discontinued operations, net of tax, for the three months ended March 31, 2020 and 2019.


	Three Months Ended
	March 31, 2020			March 31, 2019
	(In thousands of US dollars)
Revenues:
Net sales – Foundry Services Group	$	86,279		$	57,116
Net sales – transitional Fab 3 foundry services		(9,737	)		(7,003	)

Total revenues		76,542			50,113
Cost of sales:
Cost of sales – Foundry Services Group		65,583			53,438
Cost of sales – transitional Fab 3 foundry services		(9,737	)		(7,003	)

Total cost of sales		55,846			46,435

Gross profit		20,696			3,678
Operating expenses:
Selling, general and administrative expenses		5,644			6,034
Research and development expenses		7,403			7,974
Restructuring and other charges		2,115			2,894

Total operating expenses		15,162			16,902

Operating income (loss) from discontinued operations		5,534			(13,224	)
Foreign currency gain, net		2,097			613
Other income		107			86

Income (loss) from discontinued operations before income tax expense		7,738			(12,525	)
Income tax expense		409			45

Income (loss) from discontinued operations, net of tax	$	7,329		$	(12,570	)

For the three months ended March 31, 2020 and 2019, the Company recorded ~~on January 1, 2019. Accordingly, all periods prior to January 1, 2019, were presented~~$2,115 thousand and $743 thousand, respectively, in ~~accordance~~professional fees incurred in connection with the ~~previous FASB Accounting Standards Codification (“ASC”) Topic 840, Leases,~~Foundry Services Group business and ~~no retrospective adjustments were made to the comparative periods presented. The impact from the adoption was the balance sheet recognition ofright-of-use~~ ~~assets~~Fab 4, and ~~lease liabilities for operating~~recorded such costs as restructuring and ~~finance leases as a lessee, which resulted in an increase of $16,387 thousand~~other charges in the ~~total~~above. For the three months ended March 31, 2019, the Company also recorded in the same line a $2,151 thousand restructuring-related charge to its fab employees.

The following table provides a reconciliation of the aggregate carrying amounts of major classes of assets and liabilities ofrelating to the ~~Company’s~~Foundry Services Group business and Fab 4, which are included in assets and liabilities held for sale in the accompanying consolidated balance sheets for each of the periods presented:


	March 31, 2020		December 31, 2019
	(In thousands of US dollars)
Assets
Current assets
Accounts receivable, net	$	40,735	$	48,194
Unbilled accounts receivable, net		9,374		16,463
Inventories, net		34,968		31,863
Other current assets		2,891		3,301
Other assets of the disposal group classified as held for sale		1,461		—

Total current assets held for sale	$	89,429	$	99,821

Property, plant and equipment, net		99,604		109,506
Intangible assets, net		1,202		1,245
Othernon-current assets		11,384		12,683

Total assets held for sale	$	201,619	$	223,255

Liabilities
Current liabilities
Accounts payable	$	20,462	$	20,503
Other current liabilities		14,773		16,537

Total current liabilities held for sale	$	35,235	$	37,040

Accrued severance benefits, net		93,121		95,547
Othernon-current liabilities		13,657		15,334

Total liabilities held for sale	$	142,013	$	147,921

As of March 31, 2020, all assets and liabilities held for sale are classified as current on the consolidated balance sheets based on the anticipated date of ~~January 1, 2019. In addition,~~disposal of the ~~adoption did not materially impact the Company’s consolidated statements of operations or~~Foundry Services Group business and Fab 4.

The following table provides supplemental cash flows ~~for the nine months ended September 30, 2019. For further~~ information ~~regarding these impacts, see Note 6, “Leases.”~~related to discontinued operations:


	Three Months Ended
	March 31, 2020			March 31, 2019
	(In thousands of US dollars)
Significant non-cash operating activities:
Depreciation and amortization	$	5,365		$	5,752
Provision for severance benefits		3,052			1,803
Stock-based compensation		123			106
Investing activities:
Capital expenditures	$	(1,479	)	$	(4,469	)

3. Sales of Accounts Receivable and Receivable Discount Program

The Company has entered into an agreement to sell selected trade accounts receivable to a financial institution from time to time since March 2012. After the sale, the Company does not retain any interest in the receivables and the applicable financial institution collects these accounts receivable directly from the customer. ~~The~~There was no sale of these accounts receivable for the three months ended March 31, 2020. For the three months ended March 31, 2019, the proceeds from the sales of these accounts receivable totaled ~~$14,474~~$7,989 thousand ~~and $17,156 thousand for the nine months ended September 30, 2019 and 2018, respectively,~~ and these sales resulted inpre-tax losses of ~~$45~~$25 thousand, ~~and $35 thousand for the nine months ended September 30, 2019 and 2018, respectively,~~ which are included in selling, general and administrative expenses in the consolidated statements of operations. Net proceeds of this accounts receivable sale program are recognized in the consolidated statements of cash flows as part of operating cash flows.

The Company uses receivable discount programs with certain customers. These discount arrangements allow the Company to accelerate collection of customers’ receivables.

3.4. Inventories

Inventories as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 consist of the following (in thousands):


	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Finished goods	$	11,802		$	14,334		$	8,448		$	10,087
Semi-finished goods andwork-in-process		53,881			39,135			25,342			28,815
Raw materials		17,546			21,150			7,916			8,449
Materialsin-transit		1,230			1,890			231			—	��
Less: inventory reserve		(11,756	)		(4,898	)		(4,807	)		(5,947	)

Inventories, net	$	72,703		$	71,611		$	37,130		$	41,404

Changes in inventory reserve for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ are as follows (in thousands):


	Three Months Ended			Nine Months Ended			Three Months Ended			Nine Months Ended			Three Months Ended
	September 30, 2019						September 30, 2018						March 31, 2020			March 31, 2019
Beginning balance	$	(12,253	)	$	(4,898	)	$	(4,699	)	$	(6,391	)	$	(5,947	)	$	(4,845	)
Change in reserve
Inventory reserve charged to costs of sales		(1,446	)		(11,552	)		(980	)		(4,104	)		(1,275	)		(5,073	)
Sale of previously reserved inventory		961			1,982			1,208			2,937			906			476

		(485	)		(9,570	)		228			(1,167	)		(369	)		(4,597	)
Write off		481			1,823			656			3,525			499			592
Translation adjustments		501			889			(35	)		183			316			160
Reclassified to assets held for sale														694			—

Ending balance	$	(11,756	)	$	(11,756	)	$	(3,850	)	$	(3,850	)	$	(4,807	)	$	(8,690	)

Inventory reserve represents the Company’s best estimate in value lost due to excessive inventory level, physical deterioration, obsolescence, changes in price levels, or other causes based on individual facts and circumstances. Inventory reserve relates to inventory items including finished goods, semi-finished goods,work-in-process and raw materials. Write off of this reserve is recognized only when the related inventory has been disposed or scrapped.

~~During the first half of 2019, the Company recorded inventory reserves of $5,475 thousand related to certain legacy display products.~~

4.5. Property, Plant and Equipment

Property, plant and equipment as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 are comprised of the following (in thousands):


	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Buildings and related structures	$	65,933		$	70,665		$	21,309		$	22,502
Machinery and equipment		312,758			323,325			85,213			89,453
Finance leaseright-of-use assets		2,368			—			306			323
Others		40,618			44,724			20,863			22,242

		421,677			438,714			127,691			134,520
Less: accumulated depreciation		(257,205	)		(251,962	)		(73,987	)		(75,704	)
Land		14,351			15,419			13,497			14,252

Property, plant and equipment, net	$	178,823		$	202,171		$	67,201		$	73,068

Aggregate depreciation expenses totaled ~~$23,994~~$2,409 thousand and ~~$23,272~~$2,412 thousand for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively.

AsConcurrent with the execution of ~~June 29, 2018,~~ the ~~Company’s Korean subsidiary entered into an arrangement whereby it acquired~~BTA, the Company executed a ~~water treatment~~factory (kun) mortgage agreement under which the real property owned by the Company in respect of the Fab 3 fabrication facility ~~to support its fab~~located in Gumi, Korea ~~from SK Hynix~~and other material assets located in, attached to or forming part of such facility were pledged as collateral for ~~$4,172~~purposes of securing the payment of its termination fee of $34,470 thousand ~~and sold it for $4,172 thousand to a third party management company that~~under the BTA. The Company has ~~engaged~~a right to ~~run~~replace the ~~facility for~~factory (kun) mortgage at any time with a~~10-year~~ term. This arrangement is accounted for as a financing due to the Company’s Korean subsidiary’s continuing involvement with the facility. As a result, on the acquisition date, the Company recorded the water treatment facility deposit of ~~$4,172~~$34,470 thousand as property, plant and equipment, net, which is depreciated over its estimated useful life. The Company also recorded the related liabilities of $553 thousand as other current liabilities and $3,619 thousand as other~~non-current~~ ~~liabilities, which relates to the financing and service portion of the arrangement and is amortized using the effective interest method over the contract period.~~cash into escrow.

5.6. Intangible Assets

Intangible assets as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 are comprised of the following (in thousands):


	September 30, 2019							March 31, 2020
	Gross amount		Accumulated amortization			Net amount		Gross amount		Accumulated amortization			Net amount
Technology	$	18,010	$	(18,010	)	$	—	$	6,226	$	(6,226	)	$	—
Customer relationships		25,866		(25,866	)		—		9,641		(9,641	)		—
Intellectual property assets		11,672		(7,759	)		3,913		8,314		(5,731	)		2,583

Intangible assets, net	$	55,548	$	(51,635	)	$	3,913	$	24,181	$	(21,598	)	$	2,583


	December 31, 2018							December 31, 2019
	Gross amount		Accumulated amortization			Net amount		Gross amount		Accumulated amortization			Net amount
Technology	$	19,350	$	(19,350	)	$	—	$	6,575	$	(6,575	)	$	—
Customer relationships		27,791		(27,791	)		—		10,180		(10,180	)		—
Intellectual property assets		11,571		(7,618	)		3,953		8,637		(5,868	)		2,769

Intangible assets, net	$	58,712	$	(54,759	)	$	3,953	$	25,392	$	(22,623	)	$	2,769

Aggregate amortization expenses for intangible assets totaled ~~$667~~$161 thousand and ~~$611~~$139 thousand for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively.

6.7. Leases

The Company has operating and finance leases for ~~land,~~ buildings and other assets such as vehicles and office equipment. The Company’s leases have remaining lease terms ranging from 1 year to 154 years. For certain leases, the Company has options to extend the lease term for additional periods ranging from 1 year to 10 years. The Company used hindsight for determining the remaining lease term and assessing the likelihood of whether these renewal options are reasonably certain to be exercised by the Company.

The tables below present financial information related to the Company’s ~~land lease payment is subject to a biennial adjustment (based on change of the Consumer Price Index), the impact of which is treated as a variable lease payment.~~leases.

The Company adopted the new lease accounting standard as of January 1, 2019, using the modified retrospective transition method. The tables below present financial information related to the Company’s ~~leases.~~leases

Supplemental balance ~~sheet~~sheets information related to leases isas of March 31, 2020 and December 31, 2019 are as follows (in thousands):


Leases	Classification	As of September 30, 2019		Classification	March 31, 2020		December 31, 2019
Assets
Operating lease	Operating leaseright-of-use assets	$	11,517	Operating lease right-of-use assets	$	1,413	$	1,876
Finance lease	Property, plant and equipment, net		2,147	Property, plant and equipment, net		229		258

Total leased assets		$	13,664
Total lease assets					$	1,642	$	2,134

Liabilities
Current
Operating	Operating lease liabilities	$	2,023	Operating lease liabilities	$	1,301	$	1,625
Finance	Other current liabilities		238	Other current liabilities		58		60
Non-current
Operating	Non-current operating lease liabilities		9,494	Othernon-current liabilities		112		251
Finance	Othernon-current liabilities		1,961	Othernon-current liabilities		182		208

Total lease liabilities		$	13,716		$	1,653	$	2,144

The following table presents the weighted average remaining lease term and discount rate:


	March 31, 2020			December 31, 2019
Weighted average remaining lease term
Operating leases		1.0 years			1.1 years
Finance leases		3.8 years			4.0 years
Weighted average discount rate
Operating leases		7.35	%		7.19	%
Finance leases		7.75	%		7.75	%

The components of lease cost included in the Company’s consolidated statements of operations, are as follows (in thousands):


	Three Months Ended		Nine Months Ended		Three Months Ended
	September 30, 2019				March 31, 2020		March 31, 2019
Operating lease cost	$	767	$	2,395	$	468	$	525
Finance lease cost
Amortization ofright-of-use assets		74		228		16		17
Interest on lease liabilities		43		135		5		6

Total lease cost	$	884	$	2,758	$	489	$	548

The above table does not include an immaterial cost of short-term leases ~~and a variable lease payment during~~for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019.

Other lease information is as follows (in thousands):

   Three Months
Ended    Nine Months
Ended
   September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases
   $ 767    $ 2,395
Operating cash flows from finance leases
   43    135
Financing cash flows from finance leases
   56    174


	~~As of~~ ~~September 30,~~ ~~2019~~
~~Weighted average remaining lease term~~
~~Operating leases~~		~~12.4 years~~
~~Finance leases~~		~~10.5 years~~
~~Weighted average remaining lease term~~
~~Operating leases~~		~~7.96~~	%
~~Finance leases~~		~~7.94~~	%


	Three Months Ended
	March 31, 2020		March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	468	$	525
Operating cash flows from finance leases		5		6
Financing cash flows from finance leases		14		14

The aggregate future lease payments for operating and finance leases as of ~~September 30, 2019~~March 31, 2020 are as follows (in thousands):


	Operating Leases			Finance Leases			Operating Leases			Finance Leases
2019	$	730		$	100
2020		2,679			398		$	1,192		$	55
2021		1,306			398			254			74
2022		1,057			398			21			74
2023		1,048			398			1			74
Thereafter		11,281			1,555			—			—

Total future lease payments		18,101			3,247			1,468			277
Less: Present value adjustment		(6,584	)		(1,048	)
Less: Imputed interest								(55	)		(37	)

Present value of future payments	$	11,517		$	2,199		$	1,413		$	240

~~As of December 31, 2018, the minimum aggregate rental payments due undernon-cancelable~~ ~~operating lease contracts are as follows (in thousands):~~

2019
   $ 4,319
2020
   3,569
2021
   1,570
2022
   1,319
2023
   1,309
2024 and thereafter
   13,978


   $26,064

7.8. Accrued Expenses

Accrued expenses as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 are comprised of the following (in thousands):


	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Payroll, benefits and related taxes, excluding severance benefits	$	18,523	$	14,548	$	8,992	$	8,493
Withholding tax attributable to intercompany interest income		22,705		20,879		23,771		23,371
Interest on senior notes		3,444		8,226		3,444		8,205
Outside service fees		888		935		1,224		1,996
Others		3,384		1,662		4,058		2,734

Accrued expenses	$	48,944	$	46,250	$	41,489	$	44,799

8.9. Derivative Financial Instruments

The Company’s Korean subsidiary from time to time has entered into zero cost collar and forward contracts to hedge the risk of changes in the functional-currency-equivalent cash flows attributable to currency rate changes on ~~U.S.~~US dollar denominated revenues.

Details of derivative contracts as of ~~September 30,~~March 31, 2020 are as follows (in thousands):


Date of transaction	Type of derivative		Total notional amount		Month of settlement
August 13, 2019		Zero cost collar	$	30,000	April 2020 to June 2020
September 27, 2019		Zero cost collar	$	21,000	April 2020 to June 2020
December 4, 2019		Zero cost collar	$	30,000	July 2020 to December 2020
January 31, 2020		Zero cost collar	$	30,000	July 2020 to December 2020
February 3, 2020		Zero cost collar	$	18,000	July 2020 to December 2020
February 21, 2020		Zero cost collar	$	30,000	July 2020 to December 2020

Details of derivative contracts as of December 31, 2019 are as follows (in thousands):

Date of transaction
   Type of derivative    Total notional amount
Month of settlement
April 2, 2019
   Zero cost collar    $ 15,000    October 2019 to December 2019
April 9, 2019
   Zero cost collar    $ 15,000    October 2019 to December 2019
April 25, 2019
   Zero cost collar    $ 15,000    October 2019 to December 2019
August 13, 2019
   Zero cost collar    $ 60,000    January 2020 to June 2020
September 27, 2019
   Zero cost collar    $ 42,000    January 2020 to June 2020

~~Details of derivative contracts as of December 31, 2018 are as follows (in thousands):~~

Date of transaction
   Type of derivative    Total notional amount
Month of settlement
June 27, 2018
   Zero cost collar    $ 18,000    January 2019 to June 2019
June 27, 2018
   Forward               $ 36,000    January 2019 to June 2019


Date of transaction	Type of derivative		Total notional amount		Month of settlement
August 13, 2019		Zero cost collar	$	60,000	January 2020 to June 2020
September 27, 2019		Zero cost collar	$	42,000	January 2020 to June 2020
December 4, 2019		Zero cost collar	$	30,000	July 2020 to December 2020

The zero cost collar ~~and forward~~ contracts qualify as cash flow hedges under ASC 815, “Derivatives and Hedging,” since at both the inception of the contracts and on an ongoing basis, the hedging relationship was and is expected to be highly effective in achieving offsetting cash flows attributable to the hedged risk during the term of the contracts.

The fair values of the Company’s outstanding zero cost collar ~~and forward~~ contracts recorded as assets and liabilities as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 are as follows (in thousands):


Derivatives designated as hedging instruments:		September 30, 2019		December 31, 2018			March 31, 2020		December 31, 2019
Asset Derivatives:
Zero cost collars	Other current assets	$	13	$	—	Other current assets	$	—	$	1,456
Liability Derivatives:
Zero cost collars	Other current liabilities	$	2,234	$	117	Other current liabilities	$	3,500	$	—
Forward	Other current liabilities	$	—	$	607

Offsetting of derivative liabilities as of March 31, 2020 is as follows (in thousands):


As of March 31, 2020	Gross amounts of recognized liabilities		Gross amounts offset in the balance sheets		Net amounts of liabilities presented in the balance sheets		Gross amounts not offset in the balance sheets					Net amount
As of March 31, 2020	Gross amounts of recognized liabilities		Gross amounts offset in the balance sheets		Net amounts of liabilities presented in the balance sheets		Financial instruments		Cash collateral pledged			Net amount
Liability Derivatives:
Zero cost collars	$	3,500	$	—	$	3,500	$	—	$	(2,720	)	$	780

Offsetting of derivative assets ~~and liabilities~~ as of ~~September 30,~~December 31, 2019 is as follows (in thousands):

As of September 30, 2019
   Gross amounts of
recognized
assets/liabilities    Gross amounts
offset in the
balance sheets    Net amounts of
assets/liabilities
presented in the
balance sheets    Gross amounts not offset
in the balance sheets Net amount
   Financial
instruments    Cash collateral
pledged
Asset Derivatives:

Zero cost collars
   $ 13    $ —      $ 13    $ —      $ —   $ 13
Liability Derivatives:

Zero cost collars
   $ 2,234    $ —      $ 2,234    $ —      $ (590 ) $ 1,644

~~Offsetting of derivative liabilities as of December 31, 2018 is as follows (in thousands):~~

As of December 31, 2018
   Gross amounts of
recognized
liabilities    Gross amounts
offset in the
balance sheets    Net amounts of
liabilities
presented in the
balance sheets    Gross amounts not offset
in the balance sheets Net amount
   Financial
instruments    Cash collateral
pledged
Liability Derivatives:

Zero cost collars
   $ 117    $ —      $ 117    $ —      $ (360 ) $ (243 )
Forward
   $ 607    $ —      $ 607    $ —      $ (1,450 ) $ (843 )


As of December 31, 2019	Gross amounts of recognized assets		Gross amounts offset in the balance sheets		Net amounts of assets presented in the balance sheets		Gross amounts not offset in the balance sheets				Net amount
As of December 31, 2019	Gross amounts of recognized assets		Gross amounts offset in the balance sheets		Net amounts of assets presented in the balance sheets		Financial instruments		Cash collateral pledged		Net amount
Asset Derivatives:
Zero cost collars	$	1,456	$	—	$	1,456	$	—	$	1,070	$	2,526

For derivative instruments that are designated and qualify as cash flow hedges, gains or losses on the derivative aside from components excluded from the assessment of effectiveness are reported as a component of accumulated other comprehensive income (“AOCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative, representing hedge components excluded from the assessment of effectiveness, are recognized in current earnings.

The following table summarizes the impact of derivative instruments on the consolidated statements of operations for the three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ (in thousands):

Derivatives in ASC
815 Cash Flow Hedging
Relationships
   Amount of Gain (Loss)
Recognized in
AOCI on
Derivatives
(Effective Portion)    Location/Amount of Loss
Reclassified from AOCI
Into Statement of Operations
(Effective Portion) Location/Amount of Gain (Loss)
Recognized in
Statement of Operations on
Derivatives
(Ineffective Portion)(1)
   Three Months Ended
September 30,       Three Months Ended
September 30, Three Months Ended
September 30,
   2019 2018       2019 2018 2019 2018
Zero cost collars
   $ (2,803 ) $ 386    Net sales            $ (1,600 ) $ —   Other income (expense), net $ (33 ) $ 18
Forwards
   $ —   $ 660    Net sales            $ —   $ (140 ) Other income (expense), net $ —   $ (102 )
Forwards—excluded time value (1)
         Other income (expense), net $ —   $ (434 )




   $ (2,803 ) $ 1,046       $ (1,600 ) $ (140 ) $ (33 ) $ (518 )




      Total Revenue    $ 229,677 $ 206,000

~~The following table summarizes the impact of derivative instruments on the consolidated statement of operations for the nine months ended September 30, 2019 and 2018 (in thousands):~~

Derivatives in ASC
815 Cash Flow Hedging
Relationships
   Amount of Loss
Recognized in
AOCI on
Derivatives
(Effective Portion) Location/Amount of Gain (Loss)
Reclassified from AOCI
Into Statement of Operations
(Effective Portion)    Location/Amount of Loss
Recognized in
Statement of Operations on
Derivatives
(Ineffective Portion)(1)
   Nine Months Ended
September 30,    Nine Months Ended
September 30,    Nine Months Ended
September 30,
   2019 2018    2019 2018    2019 2018
Zero cost collars
   $ (3,905 ) $ (756 ) Net sales            $ (1,803 ) $ 2,191    Other income (expense), net $ (44 ) $ (300 )
Forwards
   $ (1,798 ) $ (135 ) Net sales            $ (1,750 ) $ 2,310    Other income (expense), net $ (125 ) $ (1,765 )
Forwards—excluded time value (1)
         Other income (expense), net $ —   $ (161 )






   $ (5,703 ) $ (891 )    $ (3,553 ) $ 4,501    $ (169 ) $ (2,226 )






   Total Revenue    $ 592,202 $ 571,504

~~(1)~~

~~The FASB issued the new guidance about hedging activities (ASU2017-12),~~ which provides new rules about income statement classification and eliminates the requirement to separately measure and report hedge ineffectiveness. In addition, under the same guidance, excluded time value for forward contracts is presented in earnings in the same income statement line item that is used to present the earnings effect of the hedged item. The Company adopted the new guidance in the first quarter of 2019 and recorded $98 thousand as a reduction of net sales for the same period, and the comparative prior period amounts were not restated and continued to be reported under the accounting standards in effect for such period.


Derivatives in ASC 815 Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion)						Location/Amount of Loss Reclassified from AOCI Into Statement of Operations (Effective Portion)								Location/Amount of Gain (Loss) Recognized in Statement of Operations on Derivatives (Ineffective Portion)
	Three Months Ended March 31,								Three Months Ended March 31,								Three Months Ended March 31,
	2020			2019					2020			2019					2020		2019
Zero cost collars	$	(5,004	)	$	34			Net sales	$	(58	)	$	—			Other income, net	$	117	$	—
Forwards	$	—		$	(533	)		Net sales	$	—		$	(89	)		Other income, net	$	—	$	(56	)
Forwards—excluded time value								Net sales	$	—		$	(98	)

	$	(5,004	)	$	(499	)			$	(58	)	$	(187	)			$	117	$	(56	)

As of ~~September 30, 2019,~~March 31, 2020, the amount expected to be reclassified from accumulated other comprehensive income into loss within the next twelve months is ~~$2,199~~$3,401 thousand.

The Company set aside ~~$9,400~~$10,550 thousand and ~~$4,000~~$8,750 thousand inof cash deposits to the counterparties, Nomura Financial Investment (Korea) Co., Ltd. (“NFIK”) and Deutsche Bank AG, Seoul Branch (“DB”), as required for the zero cost collar ~~and forward~~ contracts outstanding as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. These cash deposits are recorded as hedge collateral on the consolidated balance sheets.

The Company is required to deposit additional cash collateral with NFIK and DB for any exposure in excess of $500 thousand, and ~~$590~~$2,720 thousand and ~~$1,810~~$1,070 thousand of additional cash collateral were required and recorded as hedge collateral on the consolidated balance sheets as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

These ~~forward and zero~~ cost collar contracts may be terminated by the counterparty in a number of circumstances, including if the Company’s ~~long-term debt~~borrowing rating falls belowB-/B3 or if the Company’s total cash and cash equivalents is less than $30,000 thousand at the end of a fiscal quarter, unless a waiver is obtained from the counterparty.

9.10. Fair Value Measurements

Fair Value of Financial Instruments

As of ~~September 30, 2019, the following table represents the Company’s assets and liabilities measured at fair value on a recurring basis and the basis for that measurement (in thousands):~~

   Carrying Value
September 30, 2019    Fair Value
Measurement
September 30, 2019    Quoted Prices in
Active Markets
for Identical
Asset (Level 1)    Significant
Other
Observable
Inputs
(Level 2)    Significant
Unobservable
Inputs
(Level 3)
Assets:

Derivative assets (other current assets)
   $ 13    $ 13    —      $ 13    —
Liabilities:

Derivative liabilities (other current liabilities)
   $ 2,234    $ 2,234    —      $ 2,234    —

~~As of December~~March 31, ~~2018,~~2020, the following table represents the Company’s liabilities measured at fair value on a recurring basis and the basis for that measurement (in thousands):


	Carrying Value December 31, 2018		Fair Value Measurement December 31, 2018		Quoted Prices in Active Markets for Identical Asset (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Carrying Value March 31, 2020		Fair Value Measurement March 31, 2020		Quoted Prices in Active Markets for Identical liability (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Derivative liabilities (other current liabilities)	$	724	$	724		—	$	724		—	$	3,500	$	3,500		—	$	3,500		—

As of December 31, 2019, the following table represents the Company’s assets measured at fair value on a recurring basis and the basis for that measurement (in thousands):


	Carrying Value December 31, 2019		Fair Value Measurement December 31, 2019		Quoted Prices in Active Markets for Identical Asset (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Derivative assets (other current assets)	$	1,456	$	1,456		—	$	1,456		—

Items not reflected in the table above include cash equivalents, accounts receivable, other receivables, accounts payable, and other accounts payable, fair value of which approximate carrying values due to the short-term nature of these instruments. The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs.

Fair Value of ~~Long-Term~~ Borrowings


	September 30, 2019				December 31, 2018				March 31, 2020				December 31, 2019
	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
	(In thousands of US dollars)								(In thousands of US dollars)
Long-term Borrowings:
Borrowings:
5.0% Exchangeable Senior Notes due March 2021 (Level 2)	$	81,594	$	116,078	$	81,418	$	86,835	$	82,328	$	94,479	$	81,959	$	116,078
6.625% Senior Notes due July 2021 (Level 2)	$	222,561	$	219,765	$	222,159	$	202,046	$	223,012	$	210,795	$	222,784	$	224,250

On January 17, 2017, the Company’s wholly-owned subsidiary, MagnaChip Semiconductor S.A., closed an offering (the “Exchangeable Notes Offering”) of 5.0% Exchangeable Senior Notes due March 1, 2021 (the “Exchangeable Notes”), of $86,250 thousand, which represents the principal amount, excluding $5,902 thousand of debt issuance costs. In December 2018 and February 2019, MagnaChip Semiconductor S.A. repurchased a principal amount equal to $1,590 thousand and $920 thousand, respectively, of the Exchangeable Notes in the open market. The Company estimates the fair value of the Exchangeable Notes using the market approach, which utilizes quoted market prices that fall under Level 2. For further description of the Exchangeable Notes, see Note ~~10, “Long-Term Borrowings.~~11, “Borrowings.”

On July 18, 2013, the Company issued 6.625% ~~senior notes~~Senior Notes due July 15, 2021 (the “2021 Notes”) of $225,000 thousand, which represents the principal amount, excluding $1,125 thousand of original issue discount and $5,039 thousand of debt issuance costs. In December 2018 and January 2019, the Company repurchased a principal amount equal to $500 thousand and $250 thousand, respectively, of the 2021 Notes in the open market. The Company estimates the fair value of the 2021 Notes using the market approach, which utilizes quoted market prices that fall under Level 2. For further description of the 2021 Notes, see Note ~~10, “Long-Term Borrowings.~~11, “Borrowings.”

Fair Values Measured on aNon-recurring Basis

The Company’snon-financial assets, such as property, plant and equipment, and intangible assets are recorded at fair value upon acquisition and are remeasured at fair value only if an impairment charge is recognized. As of ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ the Company did not have any assets or liabilities measured at fair value on anon-recurring basis.

~~10. Long-Term~~

11. Borrowings

~~Long-term borrowings~~Borrowings as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 are as follows (in thousands):


	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
5.0% Exchangeable Senior Notes due March 2021	$	83,740		$	84,660		$	83,740		$	83,740
6.625% Senior Notes due July 2021	$	224,250		$	224,500			224,250			224,250
Less: unamortized discount and debt issuance costs		(3,835	)		(5,583	)		(2,650	)		(3,247	)

Long-term borrowings, net of unamortized discount and debt issuance costs	$	304,155		$	303,577
Total borrowings, net								305,340			304,743
Less: current portion of long-term borrowings, net								(82,328	)		—

Long-term borrowings, net							$	223,012		$	304,743

5.0% Exchangeable Senior Notes

On January 17, 2017, MagnaChip Semiconductor S.A. closed the Exchangeable Notes Offering of $86,250 thousand aggregate principal amount of 5.0% Exchangeable Notes. Interest on the Exchangeable Notes accrues at a rate of 5.0% per annum, payable semi-annually on March 1 and September 1 of each year, beginning on March 1, 2017. The Exchangeable Notes will mature on March 1, 2021, unless earlier repurchased or converted. Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding the stated maturity date.

The Company used a portion of the net proceeds from the issuance to repurchase 1,795,444 shares of common stock under its stock repurchase program at an aggregate cost of $11,401 thousand.

Upon conversion, the Company will deliver for each $1,000 principal amount of converted notes a number of shares equally to the exchange rate, which will initially be 121.1387 shares of common stock per $1,000 principal amount of Exchangeable Notes, equivalent to an initial exchange price of approximately $8.26 per share of common stock. The exchange rate will be subject to adjustment in some circumstances, but will not be adjusted for any accrued and unpaid interest. In addition, if a “make-whole fundamental change” (as defined in the Exchangeable Notes indenture (the “Exchangeable Notes Indenture”)) occurs prior to the stated maturity date, the Company will increase the exchange rate for a holder who elects to convert its notes in connection with such make-whole fundamental change in certain circumstances. MagnaChip Semiconductor S.A. may also, under certain circumstances, be required to pay additional amounts to holders of Exchangeable Notes if withholding or deduction is required in a relevant tax jurisdiction.

If the Company undergoes a fundamental change, subject to certain conditions, holders may require the Company to repurchase for cash all or part of their notes at a purchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change purchase date. In addition, upon certain events of default described in the Exchangeable Notes Indenture, the trustee or holders of at least 25% principal amount of the Exchangeable Notes may declare 100% of the then outstanding Exchangeable Notes due and payable in full, together with all accrued and unpaid interest thereon. Payment of principal on the Exchangeable Notes may also accelerate and become automatically due and payable upon certain events of default involving bankruptcy or insolvency proceedings involving the Company, MagnaChip Semiconductor S.A. and their significant subsidiaries. The Exchangeable Notes are not redeemable at the option of MagnaChip Semiconductor S.A. prior to the maturity date.

The Exchangeable Notes Indenture contains covenants that limit the ability of the Company, MagnaChip Semiconductor S.A. and the Company’s other restricted subsidiaries to: (i) declare or pay any dividend or make any payment or distribution on account of or purchase or redeem the Company’s capital stock or equity interests of the restricted subsidiaries; (ii) make any principal payment on, or redeem or repurchase, prior to any scheduled repayment or maturity, any subordinated indebtedness; (iii) make certain investments; (iv) incur additional indebtedness and issue certain types of capital stock; (v) create or incur any lien (except for permitted liens) that secures obligations under any indebtedness; (vi) merge with or into or sell all or substantially all of the Company’s assets to other companies; (vii) enter into certain types of transactions with affiliates; (viii) guarantee the payment of any indebtedness; and (ix) designate unrestricted subsidiaries.

These covenants are subject to a number of exceptions and qualifications. Certain of these restrictive covenants will terminate if the Exchangeable Notes are rated investment grade at any time.

The Company incurred debt issuance costs of $5,902 thousand related to the issuance of the Exchangeable Notes. The debt issuance costs are recorded as a direct deduction from the long-term borrowings in the consolidated balance sheets and amortized to interest expense using the effective interest method over the term of the Exchangeable Notes. Interest expense related to the Exchangeable Notes for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 were ~~$1,404~~$1,416 thousand and ~~$4,206~~$1,408 thousand, respectively. ~~Interest expense related to the Exchangeable Notes for the three and nine months ended September 30, 2018 were $1,422 thousand and $4,251 thousand, respectively.~~

In December 2018, the Company repurchased a principal amount equal to $1,590 thousand of the Exchangeable Notes in the open market, resulting in a loss of $234 thousand, which was recorded as loss on early extinguishment of long-term borrowings, net in the consolidated statements of operations for the year ended December 31, 2018. In February 2019, the Company repurchased a principal amount equal to $920 thousand of the Exchangeable Notes in the open market, resulting in a loss of $63 thousand, which was recorded as loss on early extinguishment of long-term borrowings, net in the consolidated statements of operations for the ~~nine months~~year ended ~~September 30,~~December 31, 2019.

6.625% Senior Notes

On July 18, 2013, the Company issued a $225,000,000 aggregate principal amount of the 2021 Notes at a price of 99.5%. Interest on the 2021 Notes accrues at a rate of 6.625% per annum, payable semi-annually on January 15 and July 15 of each year, beginning on January 15, 2014.

On or after July 15, 2019, the Company can optionally redeem all or a part of the 2021 Notes at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest and special interest, if any, on the notes redeemed, to the applicable date of redemption.

The Indenture relating to the 2021 Notes contains covenants that limit the ability of the Company and its restricted subsidiaries to: (i) declare or pay any dividend or make any payment or distribution on account of or purchase or redeem the Company’s capital stock or equity interests of the restricted subsidiaries; (ii) make any principal payment on, or redeem or repurchase, prior to any scheduled repayment or maturity, any subordinated indebtedness; (iii) make certain investments; (iv) incur additional indebtedness and issue certain types of capital stock; (v) create or incur any lien (except for permitted liens) that secures obligations under any indebtedness; (vi) merge with or into or sell all or substantially all of the Company’s assets to other companies; (vii) enter into certain types of transactions with affiliates; (viii) guarantee the payment of any indebtedness; (ix) enter into sale-leaseback transactions; (x) enter into agreements that would restrict the ability of the restricted subsidiaries to make distributions with respect to their equity to the Company or other restricted subsidiaries, to make loans to the Company or other restricted subsidiaries or to transfer assets to the Company or other restricted subsidiaries; and (xi) designate unrestricted subsidiaries.

These covenants are subject to a number of exceptions and qualifications. Certain of these restrictive covenants will terminate if the 2021 Notes are rated investment grade at any time.

The Company incurred original issue discount of $1,125 thousand and debt issuance costs of $5,039 thousand related to the issuance of the 2021 Notes. The original issue discount and the debt issuance costs are recorded as a direct deduction from the long-term borrowings in the consolidated balance sheets and amortized to interest expense using the effective interest method over the term of the 2021 Notes. Interest expense related to the 2021 Notes for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~was $3,935~~were $3,943 thousand and ~~$11,794 thousand, respectively. Interest expense related to the 2021 Notes for the three and nine months ended September 30, 2018 was $3,933 thousand and $11,785~~$3,930 thousand, respectively.

In December 2018, the Company repurchased a principal amount equal to $500 thousand of the 2021 Notes in the open market, resulting in a net gain of $28 thousand, which was recorded as loss on early extinguishment of long-term borrowings, net in the consolidated statements of operations for the year ended December 31, 2018. In January 2019, the Company repurchased a principal amount equal to $250 thousand of the 2021 Notes in the open market, resulting in a net gain of $21 thousand, which was recorded as loss on early extinguishment of long-term borrowings, net in the consolidated statements of operations for the ~~nine months~~year ended ~~September 30,~~December 31, 2019.

~~11.~~12. Accrued Severance Benefits

The majority of accrued severance benefits are for employees in the Company’s Korean subsidiary. Pursuant to the Employee Retirement Benefit Security Act of Korea, eligible employees and executive officers with one or more years of service are entitled to severance benefits upon the termination of their employment based on their length of service and rate of pay. As of ~~September 30, 2019,~~March 31, 2020, 98% of all employees of the Company were eligible for severance benefits.

Changes in accrued severance benefits are as follows (in thousands):


	Three Months Ended			Nine Months Ended			Three Months Ended			Nine Months Ended			Three Months Ended
	September 30, 2019						September 30, 2018						March 31, 2020			March 31, 2019
Beginning balance	$	146,261		$	149,408		$	146,375		$	149,795		$	53,344		$	55,691
Provisions		4,085			10,491			5,521			14,686			2,019			1,314
Severance payments		(1,616	)		(6,195	)		(3,250	)		(9,004	)		(1,952	)		(1,496	)
Translation adjustments		(5,413	)		(10,387	)		1,194			(5,637	)		(2,801	)		(956	)

		143,317			143,317			149,840			149,840			50,610			54,553
Less: Cumulative contributions to severance insurance deposit accounts		(3,760	)		(3,760	)		(858	)		(858	)		(1,557	)		(869	)
The National Pension Fund		(211	)		(211	)		(236	)		(236	)		(75	)		(87	)
Group severance insurance plan		(552	)		(552	)		(598	)		(598	)		(213	)		(243	)

Accrued severance benefits, net	$	138,794		$	138,794		$	148,148		$	148,148		$	48,765		$	53,354

The severance benefits funded through the Company’s National Pension Fund and group severance insurance plan will be used exclusively for payment of severance benefits to eligible employees. These amounts have been deducted from the accrued severance benefit balance.

~~Beginning in~~In July 2018, the Company ~~has contributed~~began contributing to certain severance insurance deposit accounts a certain percentage of severance benefits that are accrued for eligible employees for their services from January 1, ~~2018, to certain severance insurance deposit accounts.~~2018. These accounts consist of time deposits and other guaranteed principal and interest, and are maintained at insurance companies, banks or security companies for the benefit of employees. The Company deducts the contributions made to these severance insurance deposit accounts from its accrued severance benefits.

The Company is liable to pay the following future benefits to itsnon-executive employees upon their normal retirement age (in thousands):


	Severance benefit		Severance benefit
Remainder of 2019	$	551
2020		1,018
Remainder of 2020			$	369
2021		1,485		626
2022		1,243		823
2023		1,679		580
2024		2,531		788
2025 – 2029		33,706
2025				2,201
2026 – 2030				19,439

The above amounts were determined based on thenon-executive employees’ current salary rates and the number of service years that will be accumulated upon their retirement dates. These amounts do not include amounts that might be paid tonon-executive employees that will cease working with the Company before their normal retirement ages.

Korea’s mandatory retirement age is 60 under the Employment Promotion for the Aged Act.

~~12.~~13. Foreign Currency ~~Gain (Loss),~~Loss, Net

Net foreign currency gain or loss includesnon-cash translation gain or loss associated with intercompany balances. A substantial portion of the Company’s net foreign currency gain or loss isnon-cash translation gain or loss associated with intercompany long-term loans to ~~our~~the Company’s Korean subsidiary. The loans are denominated in ~~U.S.~~US dollars and are affected by changes in the exchange rate between the Korean won and the ~~U.S.~~US dollar. As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the outstanding intercompany loan balances including accrued interest between the Korean subsidiary and the Dutch subsidiary were ~~$679,585~~$684,021 thousand and ~~$666,597~~$686,485 thousand, respectively. The Korean won to ~~U.S.~~US dollar exchange rates were ~~1,201.3:~~1,222.6:1, ~~1,118.1:~~1,157.8:1 using the first base rate as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively, as quoted by the KEB Hana Bank.

1314.Income Taxes

The Company ~~files~~and its subsidiaries file income tax returns in ~~the U.S.,~~ Korea, Japan, Taiwan, the US and in various other jurisdictions. The Company is subject to income- or~~non-income-based~~non-income tax examinations by tax authorities of ~~the U.S., Korea and multiple other foreign~~these jurisdictions ~~where applicable,~~ for all open tax years.

~~Income~~A loss from continuing operations before income tax expense ~~recorded~~ for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 was ~~$1,454~~$29,775 thousand and ~~$3,107~~$20,759 thousand, respectively. ~~Income~~For the three months ended March 31, 2020 and 2019, the Company recorded an income tax expense ~~recorded for the three and nine months ended September 30, 2018 was $1,608~~on continuing of $1,303 thousand and ~~$4,119~~$796 thousand, ~~respectively.~~respectively, primarily attributable to interest on intercompany loan balances. Income tax expense was recorded for the Company’s Korean subsidiary based on the estimated taxable income for the respective periods, combined with its ability to utilize net operating loss carryforwards up to ~~70% in 2018 and~~ 60% in ~~2019.~~

~~On December 22, 2017, H.R. 1, originally known as the Tax Cuts~~2019 and Jobs Act, was enacted in the U.S. (the “Tax Reform Act”). The Tax Reform Act reduces the U.S. federal statutory rate to 21.0% from 35.0% effective January 1, 2018. The Tax Reform Act contains several key provisions, including global intangible low tax income and foreign derived intangible income provisions. For the year ended December 31, 2018, the Company analyzed the mandatory deemed repatriation tax and concluded that the Company has no tax liability on previously untaxed accumulated earnings and profits of its foreign subsidiaries. Based on the review of the additional guidance and proposed regulations issued during the third quarter of 2019, there was no significant impact on the Company’s consolidated financial statements for the nine months ended September 30, 2019.2020.

~~14.~~15. Geographic and ~~Segment~~Other Information

~~The~~Historically, the Company ~~has~~operated in two ~~operating~~reportable segments: ~~its~~ Foundry Services Group and Standard Products Group. The Company’s Foundry Services Group provides specialty analog and mixed-signal foundry services mainly for fabless and Integrated Device Manufacturer (“IDM”) semiconductor companies that primarily serve communications, IoT, consumer, industrial and automotive applications. The Company’s Standard Products Group is comprised of two business lines: Display Solutions and Power Solutions. The Company’s Display Solutions products provide panel display solutions to major suppliers of large and small rigid and flexible panel displays, and mobile, automotive applications and home appliances. The Company’s Power Solutions products include discrete and integrated circuit solutions for power management in communications, consumer and industrial applications.

On March 30, 2020, the Company entered into the BTA to sell its Foundry business and Fab 4. The planned divestiture of its Foundry business and Fab 4 allows the Company to strategically shift its operational focus to its standard products business. As a result, the results of the Foundry Services Group were classified as discontinued operations in the Company’s consolidated statements of operations and thus excluded from both continuing operations and segment results for all periods presented. Please see “Item 1. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 2. Discontinued Operations and Assets Held for Sale” for additional information on the results of discontinued operations. Accordingly, the Company now has one reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who allocates resources and assesses performance of the business and other activities based on gross profit.

The following sets forth information relating to the single continuing operating ~~segments~~segment (in thousands):

   Three Months Ended    Nine Months Ended
   September 30,
2019    September 30,
2018    September 30,
2019    September 30,
2018
Net Sales

Foundry Services Group
   $ 90,340    $ 83,862    $ 220,513    $ 242,198
Standard Products Group

Display Solutions
   90,550    77,578    233,041    205,986
Power Solutions
   48,690    44,458    138,443    123,153








Total Standard Products Group
   139,240    122,036    371,484    329,139
All other
   97    102    205    167








Total net sales
   $ 229,677    $ 206,000    $ 592,202    $ 571,504








   Three Months Ended    Nine Months Ended
   September 30,
2019    September 30,
2018    September 30,
2019    September 30,
2018
Gross Profit

Foundry Services Group
   $ 25,547    $ 20,443    $ 41,361    $ 63,292
Standard Products Group
   35,222    35,204    85,842    90,874
All other
   97    102    204    18








Total gross profit
   $ 60,866    $ 55,749    $ 127,407    $ 154,184

~~The Company’s revenue for Foundry Services Group is disaggregated depending on the timing of revenue recognition (in thousands):~~


	Three Months Ended
	March 31, 2020		March 31, 2019
Revenues
Standard products business
Display Solutions	$	77,593	$	58,230
Power Solutions		33,143		42,034

Total standard products business	$	110,736	$	100,264
Transitional Fab 3 foundry services		9,737		7,003

Total revenues	$	120,473	$	107,267

   Three Months Ended September 30, 2019    Nine Months Ended September 30, 2019
   Revenue recognized
at the time of
shipment or delivery    Revenue
recognized
over time    Total    Revenue recognized
at the time of
shipment or delivery    Revenue
recognized
over time    Total
Net Sales

Foundry Services Group
   $ 43,328    $ 47,012    $ 90,340    $ 102,888    $ 117,625    $ 220,513

   Three Months Ended September 30, 2018    Nine Months Ended September 30, 2018
   Revenue recognized
at the time of
shipment or delivery    Revenue
recognized
over time    Total    Revenue recognized
at the time of
shipment or delivery    Revenue
recognized
over time    Total
Net Sales

Foundry Services Group
   $ 26,257    $ 57,605    $ 83,862    $ 52,024    $ 190,174    $ 242,198


	Three Months Ended
	March 31, 2020		March 31, 2019
Gross Profit
Standard products business	$	29,130	$	19,023
Transitional Fab 3 foundry services		—		—

Total gross profit	$	29,130	$	19,023

The following is a summary of net sales – standard products business (which does not include the Transitional Fab 3 Foundry Services) by geographic region, based on the location to which the products are billed (in thousands):


	Three Months Ended				Three Months Ended
	September 30, 2019		September 30, 2018		March 31, 2020		March 31, 2019
Korea	$	70,965	$	91,570	$	30,817	$	34,646
Asia Pacific (other than Korea)		138,125		93,475		77,542		63,747
U.S.A.		7,182		5,831
United States						709		462
Europe		12,916		14,444		971		1,133
Others		489		680		697		276

Total	$	229,677	$	206,000	$	110,736	$	100,264


	Nine Months Ended
	September 30, 2019		September 30, 2018
Korea	$	190,839	$	204,319
Asia Pacific (other than Korea)		342,413		302,906
U.S.A.		20,784		29,242
Europe		36,935		33,041
Others		1,231		1,996

Total	$	592,202	$	571,504

For the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ of the Company’s net sales – standard products business in Asia Pacific (other than Korea), and net sales – standard products business in Greater China (China, Hong Kong and Macau) represented ~~73.4%~~95.3% and ~~64.1%, respectively, and~~94.1% of total net sales ~~in Taiwan represented 22.3% and 29.7%, respectively.~~

For the nine months ended September 30, 2019 and 2018, of the Company’s net sales in Asia Pacific (other than Korea), net sales in Greater China (China, Hong Kong and Macau) represented 75.9% and 67.6%, respectively, and net sales in Taiwan represented 20.4% and 25.8%,– standard products business, respectively.

Net sales from the Company’s top ten largest customers in the standard products business (which does not include the Transitional Fab 3 Foundry Services) accounted for ~~69%~~90% and ~~65%~~88% for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and 68% and 62% for the nine months ended September 30, 2019 and 2018,~~ respectively.

For the three months ended September 30, 2019, the Company had one customer that represented 34.0% of its net sales, and for the nine months ended September 30, 2019, the Company had one customer that represented 33.0% of its net sales.

~~For the three months ended September 30, 2018,~~March 31, 2020, the Company had two customers that represented ~~18.8%~~52.8% and ~~17.6%~~15.8% of its net sales ~~respectively, and for~~– standard products business. For the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, the Company had two customers that represented ~~21.6%~~45.0% and ~~13.0%~~11.6% of its net sales ~~respectively.~~– standard products business.

~~98%~~95% of the Company’s property, plant and equipment from continuing operations are located in Korea as of ~~September 30, 2019.~~

March 31, 2020.

~~15.~~16. Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) consists of the following as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively (in thousands):


	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Foreign currency translation adjustments	$	10,854		$	(20,061	)	$	18,046		$	(4,205	)
Derivative adjustments		(2,199	)		(49	)		(3,401	)		1,545

Total	$	8,655		$	(20,110	)	$	14,645		$	(2,660	)

Changes in accumulated other comprehensive income (loss) for the three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ are as follows (in thousands):

Three Months Ended September 30, 2019
   Foreign
currency
translation
adjustments    Derivative
adjustments    Total
Beginning balance
   $ (5,077 )    $ (996 )    $ (6,073 )






Other comprehensive income (loss) before reclassifications
   15,931    (2,803 )    13,128
Amounts reclassified from accumulated other comprehensive loss
   —      1,600    1,600






Net current-period other comprehensive income (loss)
   15,931    (1,203 )    14,728






Ending balance
   $ 10,854    $ (2,199 )    $ 8,655






Three Months Ended September 30, 2018
   Foreign
currency
translation
adjustments    Derivative
adjustments    Total
Beginning balance
   $ (18,780 )    $ (1,279 )    $ (20,059 )






Other comprehensive income (loss) before reclassifications
   (3,827 )    1,046    (2,781 )
Amounts reclassified from accumulated other comprehensive loss
   —      140    140






Net current-period other comprehensive income (loss)
   (3,827 )    1,186    (2,641 )






Ending balance
   $ (22,607 )    $ (93 )    $ (22,700 )

~~Changes in accumulated other comprehensive income (loss) for the nine months ended September 30, 2019 and 2018 are as follows (in thousands):~~


Three Months Ended March 31, 2020	Foreign currency translation adjustments			Derivative adjustments			Total
Beginning balance	$	(4,205	)	$	1,545		$	(2,660	)

Other comprehensive income (loss) before reclassifications		22,251			(5,004	)		17,247
Amounts reclassified from accumulated other comprehensive loss		—			58			58

Net current-period other comprehensive income (loss)		22,251			(4,946	)		17,305

Ending balance	$	18,046		$	(3,401	)	$	14,645


Nine Months Ended September 30, 2019	Foreign currency translation adjustments			Derivative adjustments			Total
Three Months Ended March 31, 2019										Foreign currency translation adjustments			Derivative adjustments			Total
Beginning balance	$	(20,061	)	$	(49	)	$	(20,110	)	$	(20,061	)	$	(49	)	$	(20,110	)

Other comprehensive income (loss) before reclassifications		30,915			(5,703	)		25,212			7,304			(499	)		6,805
Amounts reclassified from accumulated other comprehensive loss		—			3,553			3,553			—			187			187

Net current-period other comprehensive income (loss)		30,915			(2,150	)		28,765			7,304			(312	)		6,992

Ending balance	$	10,854		$	(2,199	)	$	8,655		$	(12,757	)	$	(361	)	$	(13,118	)


Nine Months Ended September 30, 2018	Foreign currency translation adjustments			Derivative adjustments			Total
Beginning balance	$	(38,413	)	$	5,299		$	(33,114	)

Other comprehensive income (loss) before reclassifications		15,806			(891	)		14,915
Amounts reclassified from accumulated other comprehensive income		—			(4,501	)		(4,501	)

Net current-period other comprehensive income (loss)		15,806			(5,392	)		10,414

Ending balance	$	(22,607	)	$	(93	)	$	(22,700	)

There was no income tax impact related to changes in accumulated other comprehensive income (loss) for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ due to net operating loss carry-forwards available to offset taxable income and full allowance for deferred tax assets.

~~16. Earnings (Loss) per~~17. Loss Per Share

The following table illustrates the computation of basic and diluted ~~earnings (loss)~~loss per common share for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018:~~2019:

   Three Months Ended
   September 30,
2019    September 30,
2018

(In thousands of US dollars,
except share data)

Basic Earnings (Loss) per Share

Net income (loss)
   $ (1,607 )    $ 17,222




Basic weighted average common stock outstanding
   34,357,745    34,573,377
Basic earnings (loss) per share
   $ (0.05 )    $ 0.50
Diluted Earnings (Loss) per Share

Net income (loss)
   $ (1,607 )    $ 17,222
Add back: Interest expense on Exchangeable Notes
   —      1,422




Net income (loss) allocated to common stockholders
   $ (1,607 )    $ 18,644




Basic weighted average common stock outstanding
   34,357,745    34,573,377
Net effect of dilutive equity awards
   —      1,000,020
Net effect of assumed conversion of 5.0% Exchangeable Notes to common stock
   —      10,448,213




Diluted weighted average common stock outstanding
   34,357,745    46,021,610
Diluted earnings (loss) per share
   $ (0.05 )    $ 0.41
   Nine Months Ended
   September 30,
2019    September 30,
2018

(In thousands of US dollars,
except share data)

Basic and Diluted Loss per Share

Net loss
   $ (45,252 )    $ (1,520 )




Basic and diluted weighted average common stock outstanding
   34,266,513    34,416,887
Basic and diluted loss per share
   $ (1.32 )    $ (0.04 )


	Three Months Ended
	March 31, 2020			March 31, 2019
	(In thousands of US dollars, except share data)
Basic and diluted loss per share
Loss from continuing operations	$	(31,078	)	$	(21,555	)
Income (loss) from discontinued operations, net of tax		7,329			(12,570	)

Net loss	$	(23,749	)	$	(34,125	)

Weighted average number of shares – basic and diluted		34,893,157			34,194,878
Basic and diluted earnings (loss) per common share
Continuing operations	$	(0.89	)	$	(0.63	)
Discontinued operations		0.21			(0.37	)

Total	$	(0.68	)	$	(1.00	)

The following outstanding instruments were excluded from the computation of diluted ~~earnings (loss)~~loss per share, as they have an anti-dilutive effect on the calculation:


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018		March 31, 2020		March 31, 2019
Options		2,479,423		723,117		2,479,423		2,684,558		2,163,845		2,632,300
Restricted Stock Units		592,967		—		592,967		581,759		729,939		508,943

For the three months ended ~~September 30,~~March 31, 2020 and 2019, 10,144,155 ~~for the nine months ended September 30, 2019, 10,156,810,~~shares and ~~for the nine months ended September 30, 2018, 10,448,213,~~10,182,542 shares, respectively, of potential common stock from the assumed conversion of Exchangeable Notes were excluded from the computation of diluted loss per share as the ~~effect was~~effects were anti-dilutive for the periods.

~~17.~~18. Commitments and Contingencies

Long-term Purchase Agreements and Advances to Suppliers

The Company purchases raw materials from a variety of vendors. During the normal course of business, in order to manage manufacturing lead times and help assure adequacy supply, the Company from time to time may enter into multi-year purchase agreements, which specify future quantities and pricing of materials to be supplied by the vendors. The Company reviews the terms of the long-term supply agreements and assesses the need for any accrual for estimated losses, such as lower of cost or net realizable value that will not be recovered by future sales prices. No such accrual was required as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

The Company, from time to time, may make advances in form of prepayments or deposits to suppliers to procure materials to meet its planned production. The Company recorded ~~prepayments~~advances of ~~$5,847~~$5,118 thousand and ~~$8,132~~$6,593 thousand as other current assets as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

COVID-19 Pandemic

In December 2019, a strain of coronavirus causing a disease known asCOVID-19 surfaced in Wuhan, China, resulting in significant disruptions among Chinese manufacturing and other facilities and travel throughout China. In March 2020, the World Health Organization declared theCOVID-19 outbreak a pandemic, which continues to spread rapidly in the U.S. and other countries throughout the world. Governmental authorities throughout the world have implemented numerous containment measures, including travel bans and restrictions, quarantines,shelter-in-place orders, and business restrictions and shutdowns, resulting in rapidly changing market and economic conditions.

While the Company experienced some minor disruption in its Power business from assembly and test subcontractors located in China in the first quarter of 2020 as a result ofCOVID-19, to date its external Display business contractors andsub-contractors have not been materially impacted by the outbreak. Nevertheless, while the future impact on the Company’s business from theCOVID-19 pandemic is currently difficult to assess, the significant global macro-economic disruption will adversely affect customer demand for some of its products in the near term. The Company is, however, unable to accurately predict the full impactCOVID-19 will have on its future results of operations due to numerous uncertainties, including the severity of the disease, the duration of the outbreak, a potential future recurrence of the outbreak, further containment actions that may be taken by governmental authorities, the impact to the businesses of its customers and suppliers, and other factors.

The Company continues to closely monitor and evaluate the nature and scope of the impact onCOVID-19 to its business, consolidated results of operations, and financial condition, and may take further actions altering its business operations and managing its costs and liquidity that the Company deems necessary or appropriate to respond to this fast moving and uncertain global health crisis and the resulting global economic consequences.

FORWARD LOOKING STATEMENTS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended, that involve risks and uncertainties. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. All statements other than statements of historical facts included in this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements.

These forward-looking statements are largely based on our expectations and beliefs concerning future events, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Although we believe our estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this report are not guarantees of future performance, and we cannot assure any reader that those statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to the factors listed in this section, in “Part II: Item 1A. Risk Factors” herein and in “Part I: Item 1A. Risk Factors” in our Annual Report on Form10-K filed on February ~~22,~~ 21, 2020 (“2019 ~~(“2018~~ Form10-K”) (including that the impact of theCOVID-19 pandemic may also exacerbate the risks discussed therein).

All forward-looking statements speak only as of the date of this report. We do not intend to publicly update or revise any forward-looking statements as a result of new information or future events or otherwise, except as required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

Statements made in this Quarterly Report on Form10-Q (this “Report”), unless the context otherwise requires, that include the use of the terms “we,” “us,” “our” and “MagnaChip” refer to MagnaChip Semiconductor Corporation and its consolidated subsidiaries. The term “Korea” refers to the Republic of Korea or South Korea.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and the related notes included elsewhere in this Report. We have reclassified certain prior year amounts to conform to the current year’s presentation for discontinued operations to reflect the divestiture of our Foundry Services Group business and Fab 4. Unless otherwise stated, information in this section relates to our continuing operations. The consolidated statements of cash flows have not been adjusted to separately disclose cash flows related to discontinued operations.

Overview

We are a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT applications, consumer, industrial and automotive applications. We provide technology platforms for analog, mixed-signal, power, high voltage,non-volatile memory, and radio frequency applications. We have a proven record with ~~about~~more than 40 years of operating history, a portfolio of approximately ~~3,000~~2,950 registered patents and pending applications and extensive engineering and manufacturing process expertise.

~~We have two operation segments:~~On March 30, 2020, we entered into the BTA for the sale of our Foundry Services Group business and ~~our Standard Products Group. Our~~Fab 4. The planned divestiture of the Foundry Services Group ~~provides specialty analog~~business and ~~mixed-signal~~Fab 4 will allow us to strategically shift our operational focus to our standard products business. As a result, the results of the Foundry Services Group were classified as discontinued operations in our consolidated statements of operations and excluded from both continuing operations and segment results for all periods presented. Accordingly, from the first quarter of 2020, we have one reportable segment: our standard products business, together with transitional foundry services ~~mainly~~associated with our fabrication facility located in Gumi, Korea, known as Fab 3, that it expects to perform for ~~fabless~~the Buyer for a period of up to three years (the “Transitional Fab 3 Foundry Services”). The Transitional Fab 3 Foundry Services revenue is accounted for at cost prior to the closing of the sale of the Foundry business and ~~IDM semiconductor companies that primarily serve communications, IoT, consumer, industrial and automotive applications.~~ Fab 4.

Our ~~Standard Products Group~~standard products business includes our Display Solutions and Power Solutions business lines.

Our Display Solutions products provide ~~flat~~ panel display solutions to major suppliers of large and small rigid and flexible panel displays, and mobile, automotive applications and home appliances. Our ~~Power~~Display Solutions products include source, gate drivers, timing controllers, andone-chip integrated solutions for LCD (Liquid Crystal Display) and OLED panel displays used in televisions, public displays, monitors notebooks, mobile communications and automotive applications. Our Display Solutions products support the industry’s most advanced display technologies, such as OLEDs, and low temperature polysilicons (LTPS), as well as high-volume display technologies such as thin film transistors (TFT). Since 2007, we have designed and manufactured OLED display driver IC products. Our current portfolio of OLED solutions address a wide range of resolutions ranging from HD to Wide Quad High Definition (WQHD) for applications including smartphones, TVs, and other mobile devices. We believe we have a unique intellectual property portfolio and mixed-signal design and manufacturing expertise in the OLED industry.

Our Power Solutions business line produces power management semiconductor products including discrete and integrated circuit solutions for power management in communications, consumer ~~computing~~ and industrial applications. These products include metal oxide semiconductor field effect transistors (MOSFETs), insulated-gate bipolar transistors (IGBTs),AC-DC converters,DC-DC converters, LED drivers, switching regulators and linear regulators for a range of devices, including televisions, smartphones, mobile phones, desktop PCs, notebooks, tablet PCs, other consumer electronics, and industrial applications such as power suppliers, LED lighting, motor control and home appliances.

Our wide variety of analog and mixed-signal semiconductor products ~~and manufacturing services~~ combined with our mature technology platform allow us to address multiple high-growth end markets and to rapidly develop and introduce new products and services in response to market demands. Our design center and substantial manufacturing operations in Korea place us at the core of the global electronics device supply chain. We believe this enables us to quickly and efficiently respond to our customers’ needs and allows us to better serve and capture additional demand from existing and new customers.

To maintain and increase our profitability, we must accurately forecast trends in demand for electronics devices that incorporate semiconductor products we produce. We must understand our customers’ needs as well as the likely end market trends and demand in the markets they serve. We must ~~balance the likely manufacturing utilization demand of our product businesses and foundry business to optimize our capacity utilization. We must~~ also invest in relevant research and development activities ~~and manufacturing capacity~~ and purchase necessary materials on a timely basis to meet our customers’ demand while maintaining our target margins and cash flow.

The semiconductor markets in which we participate are highly competitive. The prices of our products tend to decrease regularly over their useful lives, and such price decreases can be significant as new generations of products are introduced by us or our competitors. We strive to offset the impact of declining selling prices for existing products through cost reductions and the introduction of new products that command selling prices above the average selling price of our existing products. In addition, we seek to manage our inventories and manufacturing capacity so as to mitigate the risk of losses from product obsolescence.

Demand for our products and services is driven by overall demand for communications, IoT, consumer, industrial and automotive products and can be adversely affected by periods of weak consumer and enterprise spending or by market share losses by our customers. In order to mitigate the impact of market volatility on our business, we are diversifying our portfolio of products, customers, and target applications. We also expect that new competitors will emerge in these markets that may place increased pressure on the pricing for our products and services. While we believe we are well positioned competitively to compete in these markets and against these new competitors as a result of our long operating history, existing manufacturing capacity and our worldwide customer base, if we are not effective in competing in these markets, our operating results may be adversely affected.

~~Within our Foundry Services Group, net~~Net sales ~~are driven by customers’ decisions on which manufacturing services provider to use for a particular product. Most~~ of our Foundry Services Group customers are fabless, while some are IDM customers. A customer will often have more than one supplier of manufacturing services. In any given period, our net sales depend heavily upon the~~end-market~~ ~~demand for~~ the ~~goods in which the~~standard products ~~we manufacture for customers are used, the inventory levels maintained by our customers and in some cases, allocation of demand for manufacturing services among selected qualified suppliers.~~

~~Within our Standard Products Group, net sales~~business are driven by design wins in which we are selected by an electronics original equipment manufacturer ~~(“OEM”)~~(OEM) or other potential customer to supply its demand for a particular product. A customer will often have more than one supplier designed in to multi-source components for a particular product line. Once we have design wins and the products enter into mass production, we often specify the pricing of a particular product for a set period of time, with periodic discussions and renegotiations of pricing with our customers. In any given period, our net sales depend heavily upon theend-market demand for the goods in which our products are used, the inventory levels maintained by our customers and in some cases, allocation of demand for components for a particular product among selected qualified suppliers.

In contrast to completely fabless semiconductor companies, our internal manufacturing capacity provides us with greater control over manufacturing costs and the ability to implement process and production improvements for our internally manufactured products, which can favorably impact gross profit margins. Our internal manufacturing capacity also allows for better control over delivery schedules, improved consistency over product quality and reliability and improved ability to protect intellectual property from misappropriation on these products. However, having internal manufacturing capacity exposes us to the risk of under-utilization of manufacturing capacity that results in lower gross profit margins, particularly during downturns in the semiconductor industry.

Our standard products ~~and services require~~business requires investments in capital equipment. Analog and mixed-signal manufacturing facilities and processes are typically distinguished by the design and process implementation expertise rather than the use of the most advanced equipment. Many of these processes also tend to migrate more slowly to smaller geometries due to technological barriers and increased costs. For example, some of our products use high-voltage technology that requires larger geometries and that may not migrate to smaller geometries for several years, if at all. As a result, our manufacturing base and strategy do not require substantial investment in leading edge process equipment for those products, allowing us to utilize our facilities and equipment over an extended period of time with moderate required capital investments. In addition, we are less likely to experience significant industry overcapacity, which can cause product prices to decline significantly. In general, we seek to invest in manufacturing capacity that can be used for multiple high-value applications over an extended period of time. In addition, we outsource manufacturing of those products which do require advanced technology and12-inch wafer ~~capacity.~~capacity, such as organic light emitting diodes (OLED). We believe this balanced capital investment strategy enables us to optimize our capital investments and facilitates more diversified product and service offerings.

Since 2007, we have designed and manufactured ~~organic light emitting diodes (“OLED”)~~OLED display driver ~~integrated circuits (“ICs”)~~ICs in our internal manufacturing facilities. As we expanded our design capabilities to products that require lower geometries unavailable at our existing manufacturing facilities, we began outsourcing manufacturing of certain OLED display driver ICs to an external12-inch foundry from the second half of 2015. This additional source of manufacturing is an increasingly important part of our supply chain management. By outsourcing manufacturing of advanced OLED products to external12-inch foundries, we are able to dynamically adapt to the changing customer requirements and address growing markets without substantial capital investments by us. Both at the internal8-inch manufacturing facilities and external12-inch foundries, we apply our unique OLED process patents as well as other intellectual property, proprietary process design kits and custom design-flow methodologies.

Our success going forward will depend upon our ability to adapt to future challenges such as the emergence of new competitors for our products and services or the consolidation of current competitors. Additionally, we must innovate to remain ahead of, or at least rapidly adapt to, technological breakthroughs that may lead to a significant change in the technology necessary to deliver our products and services. We believe that our established relationships and close collaboration with leading customers enhance our awareness of new product opportunities, market and technology trends and improve our ability to adapt and grow successfully. In our Foundry Services Group, we strive to maintain competitiveness by offering high-value added processes, high-flexibility and excellent service by tailoring existing standard processes to meet customers’ design needs and porting customers’ own process technologies into our fabrication facilities.

Recent Developments

~~Strategic Evaluation~~Business Transfer Agreement

On ~~February 14, 2019,~~March 30, 2020, we ~~announced that we have undertaken a strategic evaluation~~entered into the BTA for the sale of our Foundry Services Group business and ~~the fabrication facility located in Cheongju (“Fab 4”), the larger of our two 8-inch manufacturing facilities.~~ Fab 4 ~~is an analog~~to the Buyer. On the terms and ~~mixed-signal fab that produces approximately 73% of our total capacity,~~subject to the conditions set forth in the BTA, the Buyer agreed to acquire certain assets and ~~is used primarily~~assume certain liabilities related to ~~meet wafer demand from customers of our~~the Foundry Services Group ~~that rely~~business and Fab 4 for a purchase price equal to the KRW equivalent of $344.7 million in cash, subject to a working capital adjustment as described in the BTA. Subject to the terms of the BTA, all employees of the Foundry Services Group business and Fab 4 will be transferred to the Buyer as of the closing date, unless any of such employees formally objects to the transfer. The Buyer will assume all severance liabilities relating to the transferred employees. For a summary of the key terms and conditions of the BTA, please see our Current Report on ~~outside suppliers. Certain~~Form8-K filed on March 31, 2020 and the BTA filed as Exhibit 10.1 thereto.

COVID-19 Pandemic

While we experienced some minor disruption in our Power business from assembly and test subcontractors located in China in the first quarter of 2020 as a result ofCOVID-19, to date our external Display business contractors andsub-contractors have not been materially impacted by the outbreak. Nevertheless, while the future impact on our business from theCOVID-19 pandemic is currently difficult to assess, the significant global macro-economic disruption will adversely affect customer ~~products~~demand for some of our ~~Foundry Service Group are currently manufactured in our smaller 8-inch fabrication facility in Gumi. We have engaged J.P. Morgan Securities LLC as our financial advisor to assist~~products in the ~~evaluation~~near term. We are, however, unable to accurately predict the full impactCOVID-19 will have on our future results of operations due to numerous uncertainties, including the severity of the disease, the duration of the outbreak, a potential future recurrence of the outbreak, further containment actions that may be taken by governmental authorities, the impact to the businesses of our customers and we have also retained legal advisors to assist in the evaluation. For the nine months ended September 30, 2019, we recorded $2.6 million in legal and consulting service fees incurred in connection with the strategic evaluation and recorded such costs as restructuringsuppliers, and other ~~charges in~~factors.

We continue to closely monitor and evaluate the nature and scope of the impact onCOVID-19 to our business, consolidated ~~statements~~results of ~~operations.~~operations, and financial condition, and may take further actions altering our business operations and managing our costs and liquidity that we deem necessary or appropriate to respond to this fast moving and uncertain global health crisis and the resulting global economic consequences.

Repurchase of ~~Long-term~~Long-Term Borrowings

In December 2018, we repurchased a principal amount of $0.5 million and $1.6 million of the 2021 Notes and the Exchangeable Notes, respectively. As a result, we recorded a $0.2 million net loss as early extinguishment loss on our consolidated statements of operations for the year ended December 31, 2018.

In January and February 2019, we ~~additionally~~ repurchased a principal amount of $0.3 million and $0.9 million of the 2021 Notes and the Exchangeable Notes, respectively. As a result, we recorded a $0.04 million net loss as early extinguishment loss on our consolidated statements of operations for the three months ended March 31, 2019.

~~Water Treatment Facility Arrangement~~

On June 29, 2018, we entered into an arrangement whereby we acquired a water treatment facility to support our fabrication facility in Gumi, Korea from SK hynix for $4.2 million, and sold it for $4.2 million to a third party management company that we have engaged to run the facility for a~~10-year~~ term. This arrangement is accounted for as a financing due to our Korean subsidiary’s continuing involvement with the facility. As a result, on the acquisition date, we recorded the water treatment facility of $4.2 million as property, plant and equipment, net, which is depreciated over its useful life. We also recorded the related liabilities of $0.6 million as other current liabilities and $3.6 million as other~~non-current~~ ~~liabilities, which relates to the financing and service portion of the arrangement and is amortized using the effective interest method over the contract period.~~

~~Tax Audit~~

~~In September 2017, MagnaChip Semiconductor Ltd. (“MSK”), our Korean operating subsidiary, was notified that the Korean National Tax Service (the “KNTS”) would be examining the income- andnon-income-based~~ ~~taxes of MSK for its 2012 to 2014 tax years. The KNTS had conducted its audit, primarily focusing onnon-income-based~~ value added tax (“VAT”) transactions associated with the periods with respect to which we previously restated our financial statements as a result of the independent investigation commenced by our Audit Committee in January 2014 (the “Restatement”).

As a result, the aggregate tax and penalty assessment by the KNTS was $6.0 million, of which $3.3 million had already been accrued by us in our financial statements in connection with the Restatement filed in 2015. Such amount also included approximately $0.5 million related to employee withholding amounts and associated penalties, and to the extent any such tax obligation was that of MSK’s employees. In addition, KNTS assessed an administrative fine of $2.0 million in connection with the above-described tax audit.

In December 2017, the KNTS concluded that no criminal charges would be brought against any current officers or directors of MSK or MSK itself. As a result, we took a charge of $4.2 million in the fourth quarter of 2017 related to this additional tax assessment and associated penalties and administrative fine. We recorded the $0.5 million related to employee withholding amounts as other receivables in our consolidated balance sheets as of December 31, 2017, as we expected to obtain reimbursement of the applicable amounts from those employees. Of the $0.5 million, we have collected $0.1 million and established an allowance of $0.4 million.

~~Secondary offering~~

On August 15, 2017, certain of our stockholders that are affiliates of Avenue Capital Management II, L.P. (the “Selling Stockholders”) closed an underwritten registered public offering of 4,088,978 shares of our common stock at a price per share of $11.10. We did not receive any proceeds from the sale of our common stock by the Selling Stockholders, but paid certain expenses in connection with such secondary offering pursuant to an existing contractual arrangement with the Selling Stockholders.

~~Events associated with the closure of our6-inch~~ ~~fab and reduction of workforce~~

~~In December 2014, we announced that our Board of Directors had adopted a plan to close our6-inch~~ ~~fab. During the fourth quarter of 2015, we received an $8.2 million deposit for sale of machinery in conjunction with the planned closure of our6-inch~~ ~~fab. According to this plan, the6-inch~~ ~~fab was closed on February 29, 2016. During the first quarter of 2016, we completed all procedures necessary to sell all machineries in our closed6-inch~~ fab and recognized a $7.8 million restructuring gain from the related deposit of $8.2 million, net of certain direct selling costs. On April 4, 2016, we commenced a voluntary resignation program (the “Program”), which was available to certain manufacturing employees, including our~~6-inch~~ ~~fab employees, through April 29, 2016.~~

As of April 29, 2016, 169 employees elected to resign under the terms of the Program. We paid approximately $8 million for severance benefits, which are required by law and had already been fully accrued in our financial statements, in a lump sum during the second quarter of 2016. Beginning in May 2016, we also began to pay a portion of the $4.2 million other termination benefits under the Program, which were paid in equal monthly installments over twelve months. We recorded the $4.2 million charge related to the full amount of these other termination benefits payable under the Program during the second quarter of 2016.

~~As of December 21, 2016, we entered into a purchase and sale agreement to sell a building located in Cheongju, South Korea. The building has historically been used to house the6-inch~~ fab and became vacant upon the closure of the fabrication facility. As of December 31, 2015, the building was fully impaired. We received proceeds of $18.2 million, including a $1.7 million value-added tax, for the sale of the building on December 26, 2016. We recorded the $18.2 million as restricted cash in our consolidated balance sheets as of December 31, 2016 as we were obligated to perform certain removal construction work that was expected to be completed by the end of March 2017. During the first quarter of 2017, we completed all removal construction work necessary to transfer the title of the building, and the $18.2 million of restricted cash was fully released.

As of February 22, 2017, our Board of Directors approved the implementation of a headcount reduction plan (the “Headcount Reduction Plan”). As of June 30, 2017, 352 employees elected to resign from the Company during the period in which the Headcount Reduction Plan was offered. The Headcount Reduction Plan is expected to result in estimated annual cost savings of approximately $24 million. The total cash cost of approximately $31 million has been fully paid. We recorded in our consolidated statement of operations $11.1 million and $2.3 million termination related charges as “early termination charges” for the three months ended March 31, 2017 and June 30, 2017, respectively. The remaining total cost relates to statutory severance benefits, which are required by law and had already been fully accrued in our financial statements.

~~Issuance of Exchangeable Senior Notes and Stock Repurchase~~

As of January 17, 2017, we closed the offering (the “Exchangeable Notes Offering”) by our Luxembourg subsidiary, MagnaChip Semiconductor S.A., of $86.25 million aggregate principal amount of its 5.00% Exchangeable Senior Notes due 2021 (the “Exchangeable Notes”), reflecting the full exercise of the initial purchasers’ option to purchase additional Exchangeable Notes. We used a portion of the net proceeds from the Exchangeable Notes Offering to repurchase 1,795,444 shares of our common stock under our stock repurchase program, which was authorized by our board of directors on January 10, 2017, at an aggregate cost of $11.4 million.

~~Sale of Sensor Business~~

In March 2017, we sold our sensor product business, which was included in and reported as part of the Display Solutions line of our Standard Products Group, to a third party for proceeds of $1.3 million, in an effort to improving our overall profitability. We recorded a $0.4 million gain from this sale after deducting the book values of certain assets transferred to the buyer.

~~Restatement~~

In January 2014, our Audit Committee commenced an independent investigation that resulted in the Restatement. In March, 2014, we voluntarily reported to the SEC that our Audit Committee had determined that we incorrectly recognized revenue on certain transactions and as a result would restate our financial statements, and that our Audit Committee had commenced an independent investigation.

On December 10, 2015, we entered into a Memorandum of Understanding with the plaintiffs’ representatives to settle the Class Action Litigation, as defined and detailed in “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 18. Commitments and Contingencies” in our 2018 Form~~10-K,~~ for an aggregate settlement payment of $23.5 million. This settlement payment was fully funded by insurance proceeds that were received in the first quarter of 2016 and disbursed from the escrow account, previously recorded as restricted cash, in the third quarter of 2016.

On January 22, 2016, we entered into a stipulation of settlement with the plaintiffs in the shareholder derivative actions, as described in “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 18. Commitments and Contingencies” in our 2018 Form~~10-K,~~ for an aggregate payment of $3.0 million from our insurance proceeds that were received in the first quarter of 2016 and recorded in the escrow account. In October 2016, the court approved the settlement of the shareholder derivative actions for $3.0 million, which included $0.75 million awarded to plaintiffs’ counsel. Upon the expiration of the appeals period, $2.25 million was disbursed from the escrow account, previously recorded as restricted cash, in December 2016. The remaining restricted cash related to insurance proceeds of $3.1 million was also released in December 2016.

On May 1, 2017, the SEC announced that it had reached a final settlement with us, resolving the SEC’s investigation, as detailed in “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 18. Commitments and Contingencies” in our 2018 Form~~10-K.~~ In connection therewith, we have consented, without admitting or denying the SEC’s findings, to the entry of an administrative order by the SEC directing that we cease and desist from committing or causing any violations of certain provisions of the federal securities laws and related SEC regulations. The SEC’s administrative order was entered on May 1, 2017. The SEC imposed a monetary penalty of $3.0 million on us. In the three months ended March 31, 2017, we established a reserve in that amount for the potential settlement of this matter and recorded it as selling, general and administrative expense in the consolidated statements of operations for the three months ended March 31, 2017. The reserved monetary penalty of $3.0 million was paid to the SEC during the three months ended June 30, 2017.

As a result of the Restatement, we incurred substantial external accounting, legal and other related costs associated with the Restatement and certain litigation and other regulatory investigations and actions related thereto. We recorded Restatement related costs of $10.3 million for the year ended December 31, 2017, which included tax assessment, and associated penalties of $4.3 million, primarily related to~~non-income-based~~ VAT transactions in the Restatement periods, compared to $7.0 million of Restatement related costs for the year ended December 31, 2016. For the three months March 31, 2018, the reversal of a $0.8 million accrual related to certain legal fees, incurred in prior periods and reimbursed by insurers, was recorded as a Restatement related gain.

~~Segments~~

We report our financial results in two operating segments: Foundry Services Group and Standard Products Group. We identified these segments based on how we allocate resources and assess our performance.

~~In January 2018, as part of our ongoing portfolio optimization effort to realign business processes and streamline our organizational structure, we transferred a portion of ournon-OLED~~ ~~display solutions business from our Standards Products Group to our Foundry Services Group. The transferrednon-OLED~~ display business has technical and business characteristics more closely aligned with our Foundry Services business than with our Standard Products business, which resided within our Display solutions business line primarily as a result of a long standing customer relationship established many years ago.

•

~~Foundry Services Group:~~ Our Foundry Services Group provides specialty analog and mixed-signal foundry services to fabless semiconductor companies and IDMs that serve communications, IoT, consumer, industrial and automotive applications. We manufacture wafers based on our customers’ product designs. We do not market these products directly to end customers but rather supply manufactured wafers and products to our customers to market to their end customers. We offer 492 process flows to our foundry services customers. We also often partner with key customers to jointly develop or customize specialized processes that enable our customers to improve their products and allow us to develop unique manufacturing expertise. Our foundry services target customers who require differentiated, specialty analog and mixed-signal process technologies such as high voltage complementary metal-oxide-semiconductor (“CMOS”),~~non-volatile~~ memory or bipolar-CMOS-DMOS (“BCD”). These customers typically serve the consumer, computing, communication, industrial, automotive and IoT applications. Our Foundry Services Group business represented 37.2% and 42.4% of our net sales for the nine months ended September 30, 2019 and September 30, 2018, respectively. Gross profit from our Foundry Services Group business was $41.4 million and $63.3 million for the nine months ended September 30, 2019 and September 30, 2018, respectively.

•

~~Standard Products Group:~~ ~~Our Standard Products Group includes our Display Solutions and Power Solutions business lines. Our Display Solutions products include source, gate drivers, timing controllers, andone-chip~~ integrated solutions that cover a wide range of panel displays used in ultra high definition (“UHD”), high definition (“HD”), light emitting diode (“LED”), 3D and OLED televisions public displays, notebooks, mobile communications, entertainment devices and automotive applications. Our Display Solutions products support the industry’s most advanced display technologies, such as OLEDs, and low temperature polysilicons (“LTPS”), as well as high-volume display technologies such as thin film transistors (“TFT”). Since 2007, we have designed and manufactured OLED display driver IC products. Our current portfolio of OLED solutions address a wide range of resolutions ranging from HD to Wide Quad High Definition (“WQHD”) for applications including smartphones, TVs, and other mobile devices. We believe we have a unique intellectual property portfolio and mixed-signal design and manufacturing expertise in the OLED industry. Our Power Solutions business line produces power management semiconductor products including discrete and integrated circuit solutions for power management in high-volume consumer applications. These products include metal oxide semiconductor field effect transistors (“MOSFETs”), insulated-gate bipolar transistors (“IGBTs”),~~AC-DC~~ ~~converters,DC-DC~~ converters, LED drivers, switching regulators and linear regulators for a range of devices, including televisions, smartphones, mobile phones, desktop PCs, notebooks, tablet PCs, other consumer electronics, and industrial applications such as power suppliers, LED lighting, motor control and home appliances. Our Standard Products Group, which includes our Display Solutions and Power Solutions business lines, represented 62.7% and 57.6% of our net sales for the nine months ended September 30, 2019 and September 30, 2018, respectively. Gross profit from our Standard Products Group was $85.8 million and $90.9 million for the nine months ended September 30, 2019 and September 30, 2018, respectively.

Explanation and Reconciliation ofNon-US GAAP Measures

Adjusted EBITDA and Adjusted Net Income (Loss)

We use the terms Adjusted EBITDA and Adjusted Net Income ~~throughout this Report.~~(Loss) (including on a per share basis) in our report. Adjusted EBITDA, as we define it, is anon-US GAAP measure. We define Adjusted EBITDA for the periods indicated as EBITDA (as defined below), adjusted to exclude (i) restructuring and other charges, (ii) equity-based compensation expense, (iii) foreign currency loss (gain), net, (iv) derivative valuation loss (gain), net, (v) ~~restatement related gain, (vi)~~ loss on early extinguishment of long-term borrowings, net and ~~(vii)~~(vi) others. EBITDA for the periods indicated is defined as net income (loss) before interest expense, net, income tax expense, and depreciation and amortization.

See the footnotes to the table below for further information regarding these items. We present Adjusted EBITDA as a supplemental measure of our performance because:

we believe that Adjusted EBITDA, by eliminating the impact of a number of items that we do not consider to be indicative of our core ongoing operating performance, provides a more comparable measure of our operating performance fromperiod-to-period and may be a better indicator of future performance;

we believe that Adjusted EBITDA is commonly requested and used by securities analysts, investors and other interested parties in the evaluation of the Company as an enterprise level performance measure that eliminates the effects of financing, income taxes and the accounting effects of capital spending, as well as other one time or recurring items described above; and

we believe that Adjusted EBITDA is useful for investors, among other reasons, to assess the Company’speriod-to-period core operating performance and to understand and assess the manner in which management analyzes operating performance.

We use Adjusted EBITDA in a number of ways, including:

for planning purposes, including the preparation of our annual operating budget;

to evaluate the effectiveness of our enterprise level business strategies;

in communications with our Board of Directors concerning our consolidated financial performance; and

in certain of our compensation plans as a performance measure for determining incentive compensation payments.

We encourage you to evaluate each adjustment and the reasons we consider them appropriate. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. Adjusted EBITDA is not a measure defined in accordance with US GAAP and should not be construed as an alternative to income from continuing operations, cash flows from operating activities or net income, as determined in accordance with US GAAP. A reconciliation of net income (loss) to Adjusted EBITDA from continuing operations, discontinued operations and total operations is as follows:

   Three Months
Ended
September 30,
2019    Nine Months
Ended
September 30,
2019    Three Months
Ended
September 30,
2018    Nine Months
Ended
September 30,
2018
   (In millions)
Net income (loss)
   $ (1.6 )    $ (45.3 )    $ 17.2    $ (1.5 )
Interest expense, net
   5.0    15.1    5.1    15.2
Income tax expense
   1.5    3.1    1.6    4.1
Depreciation and amortization
   8.2    24.7    7.9    23.9
EBITDA
   $ 13.0    $ (2.4 )    $ 31.8    $ 41.7
Adjustments:

Restructuring and other charges(a)
   0.8    4.8    —      —
Equity-based compensation expense(b)
   0.5    1.9    1.1    3.1
Foreign currency loss (gain), net(c)
   21.2    41.6    (6.0 )    20.1
Derivative valuation loss, net(d)
   0.0    0.2    0.5    2.2
Restatement related gain(e)
   —      —      —      (0.8 )
Loss on early extinguishment of long-term borrowings, net(f)
   —      0.0    —      —
Others(g)
   —      0.6    0.5    0.5








Adjusted EBITDA
   $ 35.5    $ 46.8    $ 27.9    $ 66.9


	Three Months Ended March 31, 2020									Three Months Ended March 31, 2019
	Continuing Operations			Discontinued Operations			Total			Continuing Operations			Discontinued Operations			Total
	(In millions)
Net Income (Loss)	$	(31.1	)	$	7.3		$	(23.7	)	$	(21.6	)	$	(12.6	)	$	(34.1	)
Interest expense, net		4.9			—			4.9			5.1			—			5.1
Income tax expense		1.3			0.4			1.7			0.8			0.0			0.8
Depreciation and amortization		2.6			5.4			7.9			2.6			5.8			8.3
EBITDA		(22.3	)		13.1			(9.2	)		(13.1	)		(6.8	)		(19.9	)
Adjustments
Restructuring and other charges(a)		—			2.1			2.1			—			2.9			2.9
Equity-based compensation expense(b)		0.8			0.1			0.9			0.6			0.1			0.7
Foreign currency loss (gain), net(c)		31.0			(2.1	)		28.9			10.6			(0.6	)		10.0
Derivative valuation loss (gain), net(d)		(0.1	)		—			(0.1	)		0.1			—			0.1
Loss on early extinguishment of long-term borrowings, net(e)		—			—			—			0.0			—			0.0
Others(f)		0.6			—			0.6			0.6			—			0.6

Adjusted EBITDA	$	9.9		$	13.2		$	23.1		$	(1.3	)	$	(4.4	)	$	(5.7	)

(a)

For the three months ended ~~September 30, 2019,~~March 31, 2020, this adjustment eliminates ~~$0.8~~a $2.1 million in ~~legal and consulting service~~professional fees incurred in connection with ~~our strategic evaluation.~~the Foundry Services Group business and Fab 4. For the ~~nine~~three months ended ~~September 30,~~March 31, 2019, this adjustment eliminates the impact of a $2.2 million ~~restructuring-related~~restructuring related charge with respect to ~~our~~the fab ~~employees and $2.6~~employees. This adjustment also eliminates a $0.7 million in legal ~~and consulting service fees~~costs incurred in connection with ~~our strategic evaluation. As these expenses meaningfully impacted our operating results~~the Foundry Services Group and ~~are not expected to represent an ongoing operating expense to us, we believe our operating performance results are more usefully compared if these expenses are excluded.~~Fab 4.

(b)

This adjustment eliminates the impact ofnon-cash equity-based compensation expenses. Although we expect to incurnon-cash equity-based compensation expenses in the future, these expenses do not generally require cash settlement, and, therefore, are not used by us to assess the profitability of our operations. We believe that analysts and investors will find it helpful to review our operating performance without the effects of thesenon-cash expenses as supplemental information.

(c)

This adjustment mainly eliminates the impact ofnon-cash foreign currency translation associated with intercompany debt obligations with respect to the continuing operations and foreign currency denominated receivables and payables, as well as the cash impact of foreign currency transaction gains or losses on collection of such receivables and payment of such payables. Although we expect to incur foreign currency translation gains or losses in the future, we believe that analysts and investors will find it helpful to review our operating performance without the effects of these primarilynon-cash gains or losses, which we cannot control. Additionally, we believe the isolation of this adjustment provides investors with enhanced comparability to prior and future periods of our operating performance results.

(d)

This adjustment eliminates the impact of gain or loss recognized in income on ~~derivatives. For the three and nine months ended September 30, 2019, this adjustment~~derivatives, which represents ~~derivatives value changes excluded from the risk being hedged. For the three and nine months ended September 30, 2018, this adjustment represents hedge ineffectiveness or~~ derivatives value changes excluded from the risk being hedged. We enter into derivative transactions to mitigate foreign exchange risks. As our derivative transactions are limited to a certain portion of our expected cash flows denominated in US dollars, and we do not enter into derivative transactions for trading or speculative purposes, we do not believe that these charges or gains are indicative of our core operating performance.

(e)

This adjustment eliminates expenses in connection with the Audit Committee’s independent investigation and related restatement and litigation, primarily comprised of legal, audit and consulting fees, and certain other expenses. For the nine months ended September 30, 2018, this adjustment eliminates the reversal of a $0.8 million accrual related to certain legal fees incurred in prior periods and reimbursed by insurers.

~~(f)~~

~~For the nine months ended September 30, 2019, this adjustment eliminates~~ $0.04 million in expenses related to the repurchase of a portion of the 2021 Notes and the Exchangeable Notes in the first quarter of 2019.

~~(g)~~(f)

For the ~~nine~~three months ended ~~September 30,~~March 31, 2020, this adjustment eliminatesnon-recurring professional service fees and expenses incurred in connection with certain treasury and finance initiatives. For the three months ended March 31, 2019, this adjustment eliminates a $0.5 million in legal settlement charge related to a dispute with a prior customer and a legal expense related to the indemnification of a former employee, which is borne by us under a negotiated separation agreement. We do not believe that these charges are indicative of our core operating performance and have been excluded for comparative purposes.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under US GAAP. Some of these limitations are:

Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

although depreciation and amortization arenon-cash charges, the assets being depreciated and amortized will often need to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;

Adjusted EBITDA does not consider the potentially dilutive impact of issuing equity-based compensation to our management team and employees;

Adjusted EBITDA does not reflect the costs of holding certain assets and liabilities in foreign currencies; and

other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our US GAAP results and using Adjusted EBITDA only supplementally.

We present Adjusted Net Income (Loss) (including on a per share basis) as a further supplemental measure of our performance. We prepare Adjusted Net Income (Loss) (including on a per share basis) by adjusting net income (loss) to eliminate the impact of a number ofnon-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) (including on a per share basis); is particularly useful because it reflects the impact of our asset base and capital structure on our operating performance. We present Adjusted Net Income (Loss) (including on a per share basis) for a number of reasons, including:

we use Adjusted Net Income (Loss) (including on a per share basis) in communications with our Board of Directors concerning our consolidated financial performance without the impact ofnon-cash expenses and the other items as we discussed below since we believe that it is a more consistent measure of our core operating results from period to period; and

we believe that reporting Adjusted Net Income (Loss) (including on a per share basis) is useful to readers in evaluating our core operating results because it eliminates the effects ofnon-cash expenses as well as the other items we discuss below, such as foreign currency gains and losses, which are out of our control and can vary significantly from period to period.

Adjusted Net Income (Loss) (including on a per share basis) is not a measure defined in accordance with US GAAP and should not be construed as an alternative to income from continuing operations, cash flows from operating activities or net income, as determined in accordance with US GAAP. We encourage you to evaluate each adjustment and the reasons we consider them appropriate. Other companies in our industry may calculate Adjusted Net Income (Loss) (including on a per share basis) differently than we do, limiting its usefulness as a comparative measure. In addition, in evaluating Adjusted Net Income (Loss) (including on a per share basis), you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. We define Adjusted Net Income (Loss) (including on a per share basis); for the periods indicated as net income (loss), adjusted to exclude (i) restructuring and other charges, (ii) equity-based compensation expense, (iii) foreign currency loss (gain), net, (iv) derivative valuation loss (gain), net, (v) ~~restatement related gain, (vi)~~ loss on early extinguishment of long-term borrowings, net and ~~(vii)~~(vi) others.

The following table summarizes the adjustments to net income (loss) from continuing operations, discontinued operations and total operations that we make in order to calculate Adjusted Net Income (Loss) (including on a per share basis) from continuing operations, discontinued operations and total operations for the periods indicated:


	Three Months Ended September 30, 2019			Nine Months Ended September 30, 2019			Three Months Ended September 30, 2018			Nine Months Ended September 30, 2018			Three Months Ended March 31, 2020									Three Months Ended March 31, 2019
	(In millions)												Continuing Operations			Discontinued Operations			Total			Continuing Operations			Discontinued Operations			Total
Net income (loss)	$	(1.6	)	$	(45.3	)	$	17.2		$	(1.5	)
Adjustments:
													(In millions, except per share data)
Net Income (Loss)													$	(31.1	)	$	7.3		$	(23.7	)	$	(21.6	)	$	(12.6	)	$	(34.1	)
Adjustments
Restructuring and other charges(a)		0.8			4.8			—			—			—			2.1			2.1			—			2.9			2.9
Equity-based compensation expense(b)		0.5			1.9			1.1			3.1			0.8			0.1			0.9			0.6			0.1			0.7
Foreign currency loss (gain), net(c)		21.2			41.6			(6.0	)		20.1			31.0			(2.1	)		28.9			10.6			(0.6	)		10.0
Derivative valuation loss, net(d)		0.0			0.2			0.5			2.2
Restatement related gain(e)		—			—			—			(0.8	)
Derivative valuation loss (gain), net(d)														(0.1	)		—			(0.1	)		0.1			—			0.1
Loss on early extinguishment of long-term borrowings, net~~(f)~~(e)		—			0.0			—			—			—			—			—			0.0			—			0.0
Others~~(g)~~(f)		—			0.6			0.5			0.5			0.6			—			0.6			0.6			—			0.6

Adjusted Net Income	$	20.9		$	3.9		$	13.3		$	23.6
Adjusted Net Income (Loss)													$	1.1		$	7.5		$	8.6		$	(9.7	)	$	(10.2	)	$	(19.9	)


Reported earnings (loss) per share – basic													$	(0.89	)	$	0.21		$	(0.68	)	$	(0.63	)	$	(0.37	)	$	(1.00	)
Reported earnings (loss) per share – diluted													$	(0.89	)	$	0.21		$	(0.68	)	$	(0.63	)	$	(0.37	)	$	(1.00	)
Weighted average number of shares – basic														34,893,157			34,893,157			34,893,157			34,194,878			34,194,878			34,194,878
Weighted average number of shares – diluted														34,893,157			34,893,157			34,893,157			34,194,878			34,194,878			34,194,878

Adjusted Net Income (Loss) per share – basic													$	0.03		$	0.21		$	0.25		$	(0.28	)	$	(0.30	)	$	(0.58	)
Adjusted Net Income (Loss) per share – diluted													$	0.03		$	0.21		$	0.24		$	(0.28	)	$	(0.30	)	$	(0.58	)
Weighted average number of shares – basic														34,893,157			34,893,157			34,893,157			34,194,878			34,194,878			34,194,878
Weighted average number of shares – diluted														35,883,200			35,883,200			35,883,200			34,194,878			34,194,878			34,194,878

(a)

(b)

(c)

(d)

(e)

~~(f)~~

~~(g)~~(f)

There was no tax impact from the adjustments to net ~~loss~~income (loss) to calculate our Adjusted Net Income (Loss) for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ due to net operating loss carry-forwards available to offset taxable income and full allowance for deferred tax assets. We believe that all adjustments to net ~~loss~~income (loss) used to calculate Adjusted Net Income (Loss) were applied consistently to the periods presented.

Adjusted Net Income (Loss) has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under US GAAP. Some of these limitations are:

Adjusted Net Income (Loss) does not reflect changes in, or cash requirements for, our working capital needs;

Adjusted Net Income (Loss) does not consider the potentially dilutive impact of issuing equity-based compensation to our management team and employees;

Adjusted Net Income (Loss) does not reflect the costs of holding certain assets and liabilities in foreign currencies; and

other companies in our industry may calculate Adjusted Net Income (Loss) differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted Net Income (Loss) should not be considered as a measure of profitability of our business. We compensate for these limitations by relying primarily on our US GAAP results and using Adjusted Net Income (Loss) only supplementally.

Factors Affecting Our Results of Operations

NetSales. We derive ~~virtually~~substantially all of our sales (net of sales returns and allowances) from ~~two segments: Foundry Services Group and Standard Products Group.~~our standard products business. Our product inventory is primarily located in Korea and is available for drop shipment globally. Outside of Korea, we maintain limited product inventory, and our sales representatives generally relay orders to our factories in Korea for fulfillment. We have strategically located our sales and technical support offices near concentrations of major customers. Our sales offices are located in Korea, the United States, Japan and Greater China. Our network of authorized agents and distributors is in the United States, Europe and the Asia Pacific region. ~~Our net sales from All other consist principally of the disposal of scrap materials.~~

~~Prior to the adoption of the new revenue standard effective on January 1, 2018, we had historically recognized~~We recognize revenue when risk and reward of ownership pass to the customer either upon shipment, upon product delivery at the customer’s location or upon customer acceptance, depending on the terms of the arrangement. After the adoption of the new revenue standard effective on January 1, 2018, we recognize revenue over time for those foundry products without alternative use where we have an enforceable right to payment for the related foundry services completed to date. For the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ we sold products to ~~333~~135 and ~~345~~132 customers, respectively, and our net sales to our ten largest customers represented ~~68%~~90% and ~~62%~~88% of our net sales — standard products business, respectively. ~~We have a combined~~Our Fab 3 production capacity ofis approximately ~~113,000~~31,000 semiconductor wafers per month. We believe our large-scale, cost-effective fabrication facilities enable us to rapidly adjust our production levels to meet shifts in demand by our end customers.

We will provide the Transitional Fab 3 Foundry Services for a period up to three years after the sale of the Foundry Services Group business and Fab 4. For the periods prior to the sale of the Foundry Services Group business and Fab 4 (which is accounted for as a discontinued operation beginning in the first quarter of 2020), revenue derived from the Transitional Fab 3 Foundry Services is recorded at cost in both of our continuing and discontinued operations.

Gross Profit. Our overall gross profit generally fluctuates as a result of changes in overall sales volumes and in the average selling prices of our products and services. Other factors that influence our gross profit include changes in product mix, the introduction of new products and services and subsequent generations of existing products and services, shifts in the utilization of our manufacturing ~~facilities~~facility and the yields achieved by our manufacturing operations, changes in material, labor and other manufacturing costs including outsourced manufacturing expenses, and variation in depreciation expense.

AverageSellingPrices. Average selling prices for our products tend to be highest at the time of introduction of new products which utilize the latest technology and tend to decrease over time as such products mature in the market and are replaced by next generation products. We strive to offset the impact of declining selling prices for existing products through our product development activities and by introducing new products that command selling prices above the average selling price of our existing products. In addition, we seek to manage our inventories and manufacturing capacity so as to preclude losses from product and productive capacity obsolescence.

Material Costs. Our cost of material consists of costs of raw materials, such as silicon wafers, chemicals, gases and tape and packaging supplies. We use processes that require specialized raw materials, such as silicon wafers, that are generally available from a limited number of suppliers. If demand increases or supplies decrease, the costs of our raw materials could increase significantly.

LaborCosts. A significant portion of our employees are located in Korea. Under Korean labor laws, most employees and certain executive officers with one or more years of service are entitled to severance benefits upon the termination of their employment based on their length of service and rate of pay. As of ~~September 30, 2019,~~March 31, 2020, approximately 98% of our employees were eligible for severance benefits.

Depreciation Expense. We periodically evaluate the carrying values of long-lived assets, including property, plant and equipment and intangible assets, as well as the related depreciation periods. We depreciated our property, plant and equipment using the straight-line method over the estimated useful lives of our assets. Depreciation rates vary from30-40 years on buildings to 5 to 12 years for certain equipment and assets. Our evaluation of carrying values is based on various analyses including cash flow and profitability projections. If our projections indicate that future undiscounted cash flows are not sufficient to recover the carrying values of the related long-lived assets, the carrying value of the assets is impaired and will be reduced, with the reduction charged to expense so that the carrying value is equal to fair value.

SellingExpenses. We sell our products worldwide through a direct sales force as well as a network of sales agents and representatives to OEMs, including major branded customers and contract manufacturers, and indirectly through distributors. Selling expenses consist primarily of the personnel costs for the members of our direct sales force, a network of sales representatives and other costs of distribution. Personnel costs include base salary, benefits and incentive compensation.

GeneralandAdministrativeExpenses. General and administrative expenses consist of the costs of various corporate operations, including finance, legal, human resources and other administrative functions. These expenses primarily consist of payroll-related expenses, consulting and other professional fees and office facility-related expenses.

ResearchandDevelopment. The rapid technological change and product obsolescence that characterize our industry require us to make continuous investments in research and development. Product development time frames vary but, in general, we incur research and development costs one to two years before generating sales from the associated new products. These expenses include personnel costs for members of our engineering workforce, cost of photomasks, silicon wafers and othernon-recurring engineering charges related to product design. Additionally, we develop base line process technology through experimentation and through the design and use of characterization wafers that help achieve commercially feasible yields for new products. The majority of research and development expenses of our ~~Foundry Services Group~~display business are ~~for process development that serves as a common technology platform for all of our product lines. For our Standard Products Group, the majority of research~~material and ~~development expenses are material-related~~design-related costs for OLED display driver IC product development involving ~~fine~~40-nanometer or finer processes. The majority of research and development expenses of our power business are certain equipment, material and design-related costs for power discrete products and material and design-related costs for power IC products. Power IC uses standard BCD process technologies which can be sourced from multiple foundries, including Fab 4.

Interest Expense. Our interest expense was incurred primarily under our 2021 Notes and our Exchangeable Notes.

Impact of Foreign Currency Exchange Rates on Reported Results of Operations. Historically, a portion of our revenues and greater than the majority of our operating expenses and costs of sales have been denominated innon-US currencies, principally the Korean won, and we expect that this will remain true in the future. Because we report our results of operations in US dollars converted from ournon-US revenues and expenses based on monthly average exchange rates, changes in the exchange rate between the Korean won and the US dollar could materially impact our reported results of operations and distort period to period comparisons. In particular, because of the difference in the amount of our consolidated revenues and expenses that are in US dollars relative to Korean won, depreciation in the US dollar relative to the Korean won could result in a material increase in reported costs relative to revenues, and therefore could cause our profit margins and operating income (loss) to appear to decline materially, particularly relative to prior periods. The converse is true if the US dollar were to appreciate relative to the Korean won. Moreover, our foreign currency gain or loss would be affected by changes in the exchange rate between the Korean won and the US dollar as a substantial portion ofnon-cash translation gain or loss is associated with the intercompany long-term loans to our Korean subsidiary, which is denominated in US dollars. As of ~~September 30, 2019,~~March 31, 2020, the outstanding intercompany loan balance including accrued interest between our Korean subsidiary and our Dutch subsidiary was ~~$679.6~~$684.0 million. As a result of such foreign currency fluctuations, it could be more difficult to detect underlying trends in our business and results of operations. In addition, to the extent that fluctuations in currency exchange rates cause our results of operations to differ from our expectations or the expectations of our investors, the trading price of our stock could be adversely affected.

From time to time, we may engage in exchange rate hedging activities in an effort to mitigate the impact of exchange rate fluctuations. Our Korean subsidiary enters into foreign currency forward and zero cost collar contracts in order to mitigate a portion of the impact of US dollar-Korean won exchange rate fluctuations on our operating results. Obligations under these foreign currency forward and zero cost collar contracts must be cash collateralized if our exposure exceeds certain specified thresholds. These forward and zero cost collar contracts may be terminated by a counterparty in a number of circumstances, including if our long-term debt rating falls belowB-/B3 or if our total cash and cash equivalents is less than $30.0 million at the end of a fiscal quarter unless a waiver is obtained from the counterparty. We cannot assure that any hedging technique we implement will be effective. If our hedging activities are not effective, changes in currency exchange rates may have a more significant impact on our results of operations.

Foreign Currency Gain or Loss. Foreign currency translation gains or losses on transactions by us or our subsidiaries in a currency other than our or our subsidiaries’ functional currency are included in foreign currency gain (loss), net in our statements of ~~operations as a component of other income (expense).~~operations. A substantial portion of this net foreign currency gain or loss relates tonon-cash translation gain or loss related to the principal balance of intercompany balances at our Korean subsidiary that are denominated in US dollars. This gain or loss results from fluctuations in the exchange rate between the Korean won and US dollar.

Income Taxes. We record our income taxes in each of the tax jurisdictions in which we operate. This process involves using an asset and liability approach whereby deferred tax assets and liabilities are recorded for differences in the financial reporting bases and tax bases of our assets and liabilities. We exercise significant management judgment in determining our provision for income taxes, deferred tax assets and liabilities. We assess whether it is more likely than not that the deferred tax assets existing at theperiod-end will be realized in future periods. In such assessment, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent results of operations. In the event we were to determine that we would be able to realize the deferred income tax assets in the future in excess of their net recorded amount, we would adjust the valuation allowance, which would reduce the provision for income taxes.

We are subject to income- ornon-income-based tax examinations by tax authorities of the US, Korea and multiple other foreign jurisdictions, where applicable, for all open tax years. Significant estimates and judgments are required in determining our worldwide provision for income- ornon-income based taxes. Some of these estimates are based on interpretations of existing tax laws or regulations. The ultimate amount of tax liability may be uncertain as a result.

Discontinued Operations. On March 30, 2020, we entered the BTA for the sale of its Foundry Services Group business and our Fab 4 to the Buyer. As a result, the results of the Foundry Services Group were classified as discontinued operations in our consolidated statements of operations and excluded from both continuing operations and segment results for all periods presented.

CapitalExpenditures. We primarily invest in manufacturing equipment, software design tools and other tangible assets mainly for fabrication facility maintenance, capacity expansion and technology improvement. Capacity expansions and technology improvements typically occur in anticipation of increases in demand. We typically pay for capital expenditures in partial installments with portions due on order, delivery and final acceptance. Our capital expenditures mainly include our payments for the purchase of property, plant and equipment.

Inventories. We monitor our inventory levels in light of product development changes and market expectations. We may be required to take additional charges for quantities in excess of demand, cost in excess of market value and product age. Our analysis may take into consideration historical usage, expected demand, anticipated sales price, new product development schedules, the effect new products might have on the sales of existing products, product age, customer design activity, customer concentration and other factors. These forecasts require us to estimate our ability to predict demand for current and future products and compare those estimates with our current inventory levels and inventory purchase commitments. Our forecasts for our inventory may differ from actual inventory use.

Results of Operations – Comparison of Three Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and Three Months Ended September 30, 2018~~

The following table sets forth consolidated results of operations for the three months ended ~~September 30, 2019~~March 31, 2020 and ~~the three months ended September 30, 2018:~~2019:

   Three Months Ended
September 30, 2019 Three Months Ended
September 30, 2018
   Amount % of
Net Sales Amount % of
Net Sales Change
Amount
   (In millions)
Net sales
   $ 229.7 100.0 % $ 206.0 100.0 % $ 23.7
Cost of sales
   168.8 73.5 150.3 72.9 18.6


Gross profit
   60.9 26.5 55.7 27.1 5.1


Selling, general and administrative expenses
   16.8 7.3 18.6 9.0 (1.8 )
Research and development expenses
   17.4 7.6 18.9 9.2 (1.6 )
Restructuring and other charges
   0.8 0.3 —   —   0.8


Operating income
   25.9 11.3 18.3 8.9 7.7


Interest expense
   (5.7 ) (2.5 ) (5.6 ) (2.7 ) (0.1 )
Foreign currency gain (loss), net
   (21.2 ) (9.2 ) 6.0 2.9 (27.2 )
Others, net
   0.8 0.3 0.2 0.1 0.6


   (26.1 ) (11.4 ) 0.6 0.3 (26.6 )


Income (loss) before income tax expense
   (0.2 ) (0.1 ) 18.8 9.1 (19.0 )
Income tax expense
   1.5 0.6 1.6 0.8 (0.2 )


Net income (loss)
   $ (1.6 ) (0.7 ) $ 17.2 8.4 $ (18.8 )

~~Results by Segment~~

   Three Months Ended
September 30, 2019 Three Months Ended
September 30, 2018
   Amount    % of
Net Sales Amount    % of
Net Sales Change
Amount
   (In millions)
Net Sales

Foundry Services Group
   $ 90.3    39.3 % $ 83.9    40.7 % $ 6.5
Standard Products Group

Display Solutions
   90.6    39.4 77.6    37.7 13.0
Power Solutions
   48.7    21.2 44.5    21.6 4.2






Total Standard Products Group
   139.2    60.6 122.0    59.2 17.2
All other
   0.1    0.0 0.1    0.0 (0.0 )






Total net sales
   $ 229.7    100.0 % $ 206.0    100.0 % $ 23.7






   Three Months Ended
September 30, 2019 Three Months Ended
September 30, 2018
   Amount    % of
Net Sales Amount    % of
Net Sales Change
Amount
   (In millions)
Gross Profit

Foundry Services Group
   $ 25.5    28.3 % $ 20.4    24.4 % $ 5.1
Standard Products Group
   35.2    25.3 35.2    28.8 0.0
All other
   0.1    100.0 0.1    100.0 (0.0 )






Total gross profit
   $ 60.9    26.5 % $ 55.7    27.1 % $ 5.1


	Three Months Ended March 31, 2020						Three Months Ended March 31, 2019
	Amount			% of Total revenues			Amount			% of Total revenues			Change Amount
	(In millions)
Revenues
Net sales – standard products business	$	110.7			91.9	%	$	100.3			93.5	%	$	10.5
Net sales – transitional Fab 3 foundry services		9.7			8.1			7.0			6.5			2.7

Total revenues		120.5			100.0			107.3			100.0			13.2
Cost of sales
Cost of sales – standard products business		81.6			67.7			81.2			75.7			0.4
Cost of sales – transitional Fab 3 foundry services		9.7			8.1			7.0			6.5			2.7
Total cost of sales		91.3			75.8			88.2			82.3			3.1

Gross profit		29.1			24.2			19.0			17.7			10.1
Selling, general and administrative expenses		12.1			10.0			12.0			11.2			0.1
Research and development expenses		10.5			8.7			12.0			11.2			(1.5	)
Other charges		0.6			0.5			—			—			0.6

Operating income (loss)		6.0			5.0			(5.1	)		(4.7	)		11.0

Interest expense		(5.6	)		(4.7	)		(5.6	)		(5.3	)		0.0
Foreign currency loss, net		(31.0	)		(25.7	)		(10.6	)		(9.9	)		(20.4	)
Loss on early extinguishment of long-term borrowings, net		—			—			(0.0	)		(0.0	)		0.0
Others, net		0.8			0.7			0.6			0.5			0.3

		(35.7	)		(29.7	)		(15.7	)		(14.6	)		(20.0	)

Loss from continuing operations before income tax expense		(29.8	)		(24.7	)		(20.8	)		(19.4	)		(9.0	)
Income tax expense		1.3			1.1			0.8			0.7			0.5

Loss from continuing operations		(31.1	)		(25.8	)		(21.6	)		(20.1	)		(9.5	)
Income (loss) from discontinued operations, net of tax		7.3			6.1			(12.6	)		(11.7	)		19.9
Net loss	$	(23.7	)		(19.7	)	$	(34.1	)		(31.8	)	$	10.4

The following sets forth information relating to our continuing operations:


	Three Months Ended March 31, 2020					Three Months Ended March 31, 2019
	Amount		% of Total Revenues			Amount		% of Total Revenues			Change Amount
	(In millions)
*Revenues*
Net sales – standard products business
Display Solutions	$	77.6		64.4	%	$	58.2		54.3	%	$	19.4
Power Solutions		33.1		27.5			42.0		39.2			(8.9	)

Total standard products business		110.7		91.9			100.3		93.5			10.5
Net sales – transitional Fab 3 foundry services		9.7		8.1			7.0		6.5			2.7

Total revenues	$	120.5		100.0	%	$	107.3		100.0	%	$	13.2


	Three Months Ended March 31, 2020					Three Months Ended March 31, 2019
	Amount		% of Net sales			Amount		% of Net sales			Change Amount
	(In millions)
*Gross Profit*
Gross profit – standard products business	$	29.1		26.3	%	$	19.0		19.0	%	$	10.1
Gross profit – transitional Fab 3 foundry services		—		—			—		—			—

Total gross profit	$	29.1		24.2	%	$	19.0		17.7	%	$	10.1

~~Net Sales~~Revenues

~~Net sales~~Total revenues were ~~$229.7~~$120.5 million for the three months ended ~~September 30, 2019,~~March 31, 2020, a ~~$23.7~~$13.2 million, or ~~11.5%~~12.3%, ~~increase~~increased compared to ~~$206.0~~$107.3 million for the three months ended ~~September 30, 2018.~~March 31, 2019. This increase was primarily ~~attributable~~due to an increase in revenue ~~from both of~~related to our ~~Foundry Services Group and Standard Products Group segments~~standard products business as described below.

~~Foundry~~~~Services~~~~Group.~~The standard products business. Net sales from our ~~Foundry Services Group segment~~standard products business were ~~$90.3~~$110.7 million for the three months ended ~~September 30, 2019,~~March 31, 2020, a ~~$6.5~~10.5 million, or ~~7.7%~~10.4%, ~~increase~~increased compared to ~~$83.9~~$100.3 million for the three months ended September 30, 2018. The increase was primarily attributable to an increase in sales of certain communication-related products from global power management IC foundry customers and higher sales of certain gate driver ICs for a foundry customer serving the global computing sector, which was offset in part by a decrease in demand from a customer serving the~~low-~~ to~~mid-range~~ ~~mobile phone market.~~

~~Standard Products~~~~Group.~~ Net sales from our Standard Products Group segment were $139.2 million for the three months ended September 30, 2019, a $17.2 million, or 14.1%, increase compared to $122.0 million for the three months ended September 30, 2018.March 31, 2019. This increase was primarily attributable to an increase in revenue related to our mobile OLED display driver ICs due to an increase in new OLED smartphones by Chinese and Korean manufacturers, ~~and higher demand for premium power products such ashigh-end~~ ~~MOSFETs primarily for TV and industrial applications. This increase was~~which were offset in part by lower demand for power products as a result ofCOVID-19-related supply chain issues and market softness in China, and a strategic reduction of our lower margin LCD business.

The transitional Fab 3 foundry services. Net sales form the transitional Fab 3 foundry services were $9.7 million and $7.0 million for the three months ended March 31, 2020 and 2019, respectively.

Gross Profit

Total gross profit was ~~$60.9~~$29.1 million for the three months ended ~~September 30, 2019~~March 31, 2020 compared to ~~$55.7~~$19.0 million for the three months ended ~~September 30, 2018, representing~~March 31, 2019, a ~~$5.1~~$10.1 million, or ~~9.2%~~53.1%, increase. Gross profit as a percentage of net sales for the three months ended ~~September 30, 2019 decreased~~March 31, 2020 increased to ~~26.5%~~24.2% compared to ~~27.1%~~17.7% for the three months ended ~~September 30, 2018.~~March 31, 2019. The ~~decrease~~increase in gross profit and gross profit as a percentage of net sales was ~~primarily attributable~~due to ~~a decrease in gross profit as a percentage of net sales from~~ our ~~Standard Products Group~~standard products business as further described below.

~~Foundry Services~~~~Group.~~The standard products business. Gross profit from ~~our Foundry Services Group segment~~the standard products business was ~~$25.5~~$29.1 million for the three months ended ~~September 30, 2019,~~March 31, 2020, which represented a ~~$5.1~~$10.1 million, or ~~25.0%~~53.1%, increase ~~compared to $20.4~~from gross profit of $19.0 million for the three months ended ~~September 30, 2018.~~March 31, 2019. Gross profit as a percentage of net sales for the three months ended ~~September 30, 2019~~March 31, 2020 increased to ~~28.3%~~26.3% compared to ~~24.4%~~19.0% for the three months ended ~~September 30, 2018.~~March 31, 2019. The increase in both gross profit and gross profit margin was primarily attributable to ~~a favorable~~an improved product mix and ~~an increase in the utilization rate.~~

~~Standard Products~~~~Group.~~ Gross profit from our Standard Products Group segment was $35.2 million for the three months ended September 30, 2019, which remained flat, compared to $35.2 million for the three months ended September 30, 2018. Gross profit as a ~~percentage of net sales for the three months ended September 30, 2019 decreased to 25.3% compared to 28.8% for the three months ended September 30, 2018. The~~ decrease in ~~gross profit margin was primarily attributable~~inventory reserve related to ~~an unfavorable product mix and an impact from lower yield of~~ a ~~newly introduced mobile~~legacy display ~~product during an early stage of production.~~product.

Net Sales – Standard Products Business by Geographic Region

We report net sales – standard products business by geographic region based on the location to which the products are billed. The following table sets forth our net sales - standard products business by geographic region and the percentage of total net sales - standard products business represented by each geographic region for the three months ended ~~September 30, 2019~~March 31, 2020 and ~~the three months ended September 30, 2018:~~2019:


	Three Months Ended September 30, 2019					Three Months Ended September 30, 2018								Three Months Ended March 31, 2020					Three Months Ended March 31, 2019
	Amount		% of Net Sales			Amount		% of Net Sales			Change Amount			Amount		% of Net Sales – standard products business			Amount		% of Net Sales – standard products business			Change Amount
	(In millions)													(In millions)
Korea	$	71.0		30.9	%	$	91.6		44.5	%	$	(20.6	)	$	30.8		27.8	%	$	34.6		34.6	%	$	(3.8	)
Asia Pacific (other than Korea)		138.1		60.1			93.5		45.4			44.7			77.5		70.0			63.7		63.6			13.8
United States		7.2		3.1			5.8		2.8			1.4			0.7		0.6			0.5		0.5			0.2
Europe		12.9		5.6			14.4		7.0			(1.5	)		1.0		0.9			1.1		1.1			(0.2	)
Others		0.5		0.2			0.7		0.3			(0.2	)		0.7		0.6			0.3		0.3			0.4

	$	229.7		100.0	%	$	206.0		100.0	%	$	23.7		$	110.7		100.0	%	$	100.3		100.0	%	$	10.5

Net sales – standard products business in Korea for the three months ended ~~September 30, 2019~~March 31, 2020 decreased from ~~$91.6~~$34.6 million to ~~$71.0~~$30.8 million compared to the three months ended ~~September 30, 2018, or by $20.6~~March 31, 2019, which represented a decrease of $3.8 million, or ~~22.5%~~11.1%, primarily due to lower demand for power products such ashigh-end MOSFETs primarily for TV and smartphone applications, and a ~~decrease~~strategic reduction of our lower margin LCD business, which was offset in part by an increase in revenue related to our mobile OLED display driver ICs due to an increase in demand for production of new OLED smartphones by Chinese and a strategic reduction of lower margin LCD business. This decrease was offset in part by higher sales of certain gate driver ICs for a foundry customer serving the global computing sector and increased sales of our premium power products.Korean manufacturers.

Net sales – standard products business in Asia Pacific (other than Korea) for the three months ended ~~September 30, 2019~~March 31, 2020 increased to $77.5 million from ~~$93.5~~$63.7 million ~~to $138.1 million compared to~~in the three months ended ~~September 30, 2018, or by $44.7~~March 31, 2019, which represented an increase of $13.8 million, or ~~47.8%~~21.6%, primarily due to an increase in revenue related to our mobile OLED display driver ICs ~~in connection with~~due to an increase in demand for production of new OLED smartphones by Chinese and Korean manufacturers, ~~and an increase in sales of a certain communication-related products from a global power management IC foundry customer.~~

Net sales in the United States for the three months ended September 30, 2019 increased from $5.8 million to $7.2 million compared to the three months ended September 30, 2018, or by $1.4 million, or 23.2%, primarily due to an increase in sales of certain products from a global power management IC foundry customer.

Net sales in Europe for the three months ended September 30, 2019 decreased from $14.4 million to $12.9 million compared to the three months ended September 30, 2018, or by $1.5 million, or 10.6%, primarily due to a decrease in sales of sensor-related ICs for automotive applications, which ~~was~~is offset in part by ~~an increase~~lower demand for power products as a result ofCOVID-19-related supply chain issues and market softness in ~~sales of certain charger related products in the communications industry.~~China.

Operating Expenses

Selling,GeneralandAdministrativeExpenses. Selling, general and administrative expenses were ~~$16.8~~$12.1 million, or ~~7.3%~~10.0% of ~~net sales,~~total revenues, for the three months ended ~~September 30, 2019,~~March 31, 2020, compared to ~~$18.6~~$12.0 million, or ~~9.0%~~11.2% of ~~net sales,~~total revenues, for the three months ended ~~September 30, 2018.~~March 31, 2019. The ~~decrease~~increase of ~~$1.8~~$0.1 million, or ~~9.4%~~0.5%, was primarily attributable to ~~a decrease~~an increase in ~~certain employee incentives, equity-based compensation and~~ legal and consulting service ~~fees.~~fees and equity-based compensation. This increase was offset in part by a $0.5 million legal settlement charge related to dispute with a prior customer recorded in the first quarter of 2019.

ResearchandDevelopmentExpenses. Research and development expenses were ~~$17.4~~$10.5 million, or ~~7.6%~~8.7% of ~~net sales,~~total revenues, for the three months ended ~~September 30, 2019,~~March 31, 2020, compared to ~~$18.9~~$12.0 million, or ~~9.2%~~11.2% of ~~net sales,~~total revenues, for the three months ended ~~September 30, 2018.~~March 31, 2019. The decrease of ~~$1.6~~$1.5 million, or ~~8.2%~~12.7%, was primarily attributable to ~~a decrease in certain employee incentives,~~the timing of development activities for our28-nanometer OLED display driver ICs and a decrease in outside service fees and various overhead expenses.

~~Restructuring and~~ Other Charges. ~~Restructuring and other~~Other charges were ~~$0.8~~$0.6 million for the three months ended ~~September 30, 2019,~~March 31, 2020, which were ~~resulted from legal~~consisted of professional service fees and ~~consulting service fees~~expenses incurred in connection with ~~the strategic evaluation of our Foundry Services Group business~~certain treasury and ~~Fab 4.~~finance initiatives.

Operating Income (Loss)

As a result of the foregoing, an operating income of ~~$25.9~~$6.0 million was recorded for the three months ended ~~September 30, 2019~~March 31, 2020 compared to an operating ~~income~~loss of ~~$18.3~~$5.1 million ~~for~~ the three months ended ~~September 30, 2018.~~March 31, 2019. As discussed above, the increase in operating income of ~~$7.7~~$11.0 million resulted primarily from a ~~$5.1~~$10.1 million increase in gross profit ~~a $1.8 million decrease in selling, general and administrative expenses,~~ and a ~~$1.6~~$1.5 million decrease in research and development ~~expenses, which was partially offset by a $0.8 million increase in restructuring and other charges.~~expenses.

Other Income

InterestExpense. Interest expenses were ~~$5.7~~$5.6 million and $5.6 million for the three months ended ~~September 30,~~March 31, 2020 and March 31, 2019, ~~and September 30, 2018,~~ respectively.

ForeignCurrency ~~Gain (Loss),~~Loss,Net. Net foreign currency loss for the three months ended ~~September 30, 2019~~March 31, 2020 was ~~$21.2~~$31.0 million compared to net foreign currency ~~gain~~loss of ~~$6.0~~$10.6 million for the three months ended ~~September 30, 2018.~~March 31, 2019. The net foreign currency loss for the three months ended ~~September 30,~~March 31, 2020 and March 31, 2019 was due to the depreciation in value of Korean won relative to the US dollar during the period. The net foreign currency gain for the three months ended September 30, 2018 was due to the appreciation in value of Korean won relative to the US dollar during the period.

~~A substantial portion of our net foreign currency gain or loss isnon-cash~~ translation gain or loss associated with the intercompany long-term loans to our Korean subsidiary, which is denominated in US dollars, and is affected by changes in the exchange rate between the Korean won and the US dollar. As of September 30, 2019 and September 30, 2018, the outstanding intercompany loan balances, including accrued interests between our Korean subsidiary and our Dutch subsidiary were $679.6 million and $680.4 million, respectively. Foreign currency translation gain or loss from intercompany balances was included in determining our consolidated net income since the intercompany balances were not considered long-term investments in nature, because management intended to settle these intercompany balances at their respective maturity dates.

~~Others,~~~~Net.~~ Others, Net were comprised of rental income, interest income, and gains and losses from the valuation of derivatives which were designated as hedging instruments. Others, Net for the three months ended September 30, 2019 and the three months ended September 30, 2018 were $0.8 million and $0.2 million, respectively.

~~Income Tax Expense~~

Income tax expense was $1.5 million and $1.6 million for the three months ended September 30, 2019 and for the three months ended September 30, 2018, respectively. Income tax expense was recorded for our Korean subsidiary based on the estimated taxable income for the respective periods, combined with its ability to utilize net operating loss carryforwards up to 60% in 2019 and 70% in 2018.

~~Net Income (Loss)~~

As a result of the foregoing, a net loss of $1.6 million was recorded for the three months ended September 30, 2019, compared to a net income of $17.2 million for the three months ended September 30, 2018. As discussed above, the decrease in net income of $18.8 million primarily resulted from a $27.2 million increase in net foreign currency loss, which was offset in part by a $7.7 million increase in operating income.

~~Results of Operations – Comparison of Nine Months Ended September 30, 2019 and Nine Months Ended September 30, 2018~~

~~The following table sets forth consolidated results of operations for the nine months ended September 30, 2019 and the nine months ended September 30, 2018:~~

   Nine Months Ended
September 30, 2019 Nine Months Ended
September 30, 2018
   Amount % of
Net Sales Amount % of
Net Sales Change
Amount
   (In millions)
Net sales
   $ 592.2 100.0 % $ 571.5 100.0 % $ 20.7
Cost of sales
   464.8 78.5 �� 417.3 73.0 47.5


Gross profit
   127.4 21.5 154.2 27.0 (26.8 )


Selling, general and administrative expenses
   51.9 8.8 55.1 9.6 (3.3 )
Research and development expenses
   56.4 9.5 59.5 10.4 (3.1 )
Restructuring and other charges
   4.8 0.8 —   —   4.8


Operating income
   14.4 2.4 39.6 6.9 (25.2 )


Interest expense
   (17.0 ) (2.9 ) (16.5 ) (2.9 ) (0.4 )
Foreign currency loss, net
   (41.6 ) (7.0 ) (20.1 ) (3.5 ) (21.5 )
Loss on early extinguishment of long-term borrowings, net
   (0.0 ) (0.0 ) —   —   (0.0 )
Others, net
   2.1 0.4 (0.3 ) (0.1 ) 2.4


   (56.5 ) (9.5 ) (37.0 ) (6.5 ) (19.6 )


Income (loss) before income tax expense
   (42.1 ) (7.1 ) 2.6 0.5 (44.7 )
Income tax expense
   3.1 0.5 4.1 0.7 (1.0 )


Net loss
   $ (45.3 ) (7.6 ) $ (1.5 ) (0.3 ) $ (43.7 )

~~Results by Segment~~

   Nine Months Ended
September 30, 2019 Nine Months Ended
September 30, 2018
   Amount    % of
Net Sales Amount    % of
Net Sales Change
Amount
   (In millions)
Net Sales

Foundry Services Group
   $ 220.5    37.2 % $ 242.2    42.4 % $ (21.7 )
Standard Products Group

Display Solutions
   233.0    39.4 206.0    36.0 27.1
Power Solutions
   138.4    23.4 123.2    21.5 15.3






Total Standard Products Group
   371.5    62.7 329.1    57.6 42.3
All other
   0.2    0.0 0.2    0.0 0.0






Total net sales
   $ 592.2    100.0 % $ 571.5    100.0 % $ 20.7






   Nine Months Ended
September 30, 2019 Nine Months Ended
September 30, 2018
   Amount    % of
Net Sales Amount    % of
Net Sales Change
Amount
   (In millions)
Gross Profit

Foundry Services Group
   $ 41.4    18.8 % $ 63.3    26.1 % $ (21.9 )
Standard Products Group
   85.8    23.1 90.9    27.6 (5.0 )
All other
   0.2    99.5 0.0    10.8 0.2






Total gross profit
   $ 127.4    21.5 % $ 154.2    27.0 % $ (26.8 )

~~Net Sales~~

Net sales were $592.2 million for the nine months ended September 30, 2019, a $20.7 million, or 3.6%, increase compared to $571.5 million for the nine months ended September 30, 2018. This increase was primarily attributable to an increase in revenue from our Standard Products Group, which was offset in part by an increase in revenue from our Foundry Services Group as described below.

~~Foundry~~~~Services~~~~Group.~~ Net sales from our Foundry Services Group segment were $220.5 million for the nine months ended September 30, 2019, a $21.7 million, or 9.0%, decrease compared to $242.2 million for the nine months ended September 30, 2018. The decrease was primarily attributable to weaker demand from our foundry customers during the first half of 2019 as a result of softening global market conditions, including macroeconomic uncertainties, and us being more selective about new business as a result of our strategic evaluation of our Foundry Services Group business and Fab 4. This decrease was offset in part by an increase in sales of certain communication-related products from global power management IC foundry customers and higher sales of certain gate driver ICs for a foundry customer serving the global computing sector.

~~Standard Products~~~~Group.~~ Net sales from our Standard Products Group segment were $371.5 million for the nine months ended September 30, 2019, a $42.3 million, or 12.9%, increase compared to $329.1 million for the nine months ended September 30, 2018. This increase was primarily attributable to an increase in revenue related to our mobile OLED display driver ICs due to an increase in new OLED smartphones by Chinese and Korean manufacturers and higher demand for premium power products such as~~high-end~~ ~~MOSFETs and IGBTs primarily for TV and industrial applications. This increase was offset in part by a strategic reduction of our lower margin LCD business.~~

~~Gross Profit~~

Total gross profit was $127.4 million for the nine months ended September 30, 2019 compared to $154.2 million for the nine months ended September 30, 2018, representing a $26.8 million, or 17.4%, decrease. Gross profit as a percentage of net sales for the nine months ended September 30, 2019 decreased to 21.5% compared to 27.0% for the nine months ended September 30, 2018. The decrease in gross profit and gross profit as a percentage of net sales was due to a decrease in gross profit and gross profit as a percentage of net sales in both of our Foundry Services Group and Standard Products Group segments as described below.

~~Foundry Services~~~~Group.~~ Gross profit from our Foundry Services Group segment was $41.4 million for the nine months ended September 30, 2019, a $21.9 million, or 34.7%, decrease compared to $63.3 million for the nine months ended September 30, 2018. Gross profit as a percentage of net sales for the nine months ended September 30, 2019 decreased to 18.8% compared to 26.1% for the nine months ended September 30, 2018. The decrease in both gross profit and gross profit margin was primarily attributable to an unfavorable product mix and a significant drop in the utilization rate during the first half of 2019, which was affected in part by a softening of global market conditions, including macroeconomic uncertainties, and by being more selective about new business as a result of the strategic evaluation of our Foundry Services Group business and Fab 4.

~~Standard Products~~~~Group.~~ Gross profit from our Standard Products Group segment was $85.8 million for the nine months ended September 30, 2019, a $5.0 million, or 5.5%, decrease from $90.9 million for the nine months ended September 30, 2018. Gross profit as a percentage of net sales for the nine months ended September 30, 2019 decreased to 23.1% compared to 27.6% for the nine months ended September 30, 2018. The decrease in both gross profit and gross profit margin was primarily attributable to inventory reserves related to certain legacy display products, a significant drop in the utilization rate during the first half of 2019 and an impact from lower yield of a newly introduced mobile display product during an early stage of production. This decrease was offset in part by a better product mix from an increase in sales of premium power products such as~~high-end~~ ~~MOSFETs and IGBTs primarily for TV and industrial applications.~~

~~Net Sales by Geographic Region~~

We report net sales by geographic region based on the location to which the products are billed. The following table sets forth our net sales by geographic region and the percentage of total net sales represented by each geographic region for the nine months ended September 30, 2019 and the nine months ended September 30, 2018:

   Nine Months Ended
September 30, 2019 Nine Months Ended
September 30, 2018
   Amount    % of
Net Sales Amount    % of
Net Sales Change
Amount
   (In millions)
Korea
   $ 190.8    32.2 % $ 204.3    35.8 % $ (13.5 )
Asia Pacific (other than Korea)
   342.4    57.8 302.9    53.0 39.5
United States
   20.8    3.5 29.2    5.1 (8.5 )
Europe
   36.9    6.2 33.0    5.8 3.9
Others
   1.2    0.2 2.0    0.3 (0.8 )






   $ 592.2    100.0 % $ 571.5    100.0 % $ 20.7

Net sales in Korea for the nine months ended September 30, 2019 decreased from $204.3 million to $190.8 million compared to the nine months ended September 30, 2018, or by $13.5 million, or 6.6%, primarily due to a decrease in revenue related to mobile OLED display driver ICs and a strategic reduction of lower margin LCD business. This decrease was offset in part by higher sales of certain gate driver ICs for a foundry customer serving the global computing sector and increased sales of our premium power products.

Net sales in Asia Pacific (other than Korea) for the nine months ended September 30, 2019 increased from $302.9 million to $342.4 million compared to the nine months ended September 30, 2018, or by $39.5 million, or 13.0%, primarily due to an increase in revenue related to mobile OLED display driver ICs in connection with an increase in new OLED smartphones by Chinese and Korean manufacturers. This increase was offset in part by weaker demand during the first half of 2019 from our foundry customers in part as a result of softening global market conditions, including macroeconomic uncertainties, us being more selective about new business as a result of the strategic evaluation of the Foundry business and Fab 4, and a lower demand for certain of our lower margin power products.

Net sales in the United States for the nine months ended September 30, 2019 decreased from $29.2 million to $20.8 million compared to the nine months ended September 30, 2018, or by $8.5 million, or 28.9%, primarily due to a decrease in sales of certain products from a global power management IC foundry customer.

Net sales in Europe for the nine months ended September 30, 2019 increased from $33.0 million to $36.9 million compared to the nine months ended September 30, 2018, or by $3.9 million, or 11.8%, primarily due to an increase in sales of certain charger-related products in the communications industry, which was offset in part by lower demand from a customer serving the~~high-end~~ ~~smartphone market.~~

~~Operating Expenses~~

~~Selling,~~~~General~~~~and~~~~Administrative~~~~Expenses.~~ Selling, general and administrative expenses were $51.9 million, or 8.8% of net sales, for the nine months ended September 30, 2019, compared to $55.1 million, or 9.6% of net sales, for the nine months ended September 30, 2018. The decrease of $3.3 million, or 5.9%, was primarily attributable to a decrease in certain employee incentives, equity-based compensation and legal and consulting service fees.

~~Research~~~~and~~~~Development~~~~Expenses.~~ Research and development expenses were $56.4 million, or 9.5% of net sales, for the nine months ended September 30, 2019, compared to $59.5 million, or 10.4% of net sales, for the nine months ended September 30, 2018. The decrease of $3.1 million, or 5.3%, was primarily attributable to a decrease in certain employee incentives, and a decrease in outside service fees and various overhead expenses, which was offset in part by an increase in development activities for our~~28-nanometer~~ ~~OLED display driver ICs.~~

~~Restructuring and Other Charges.~~ Restructuring and other charges were $4.8 million for the nine months ended September 30, 2019, which were resulted from a $2.2 million restructuring related charge to our fab employees and $2.6 million in legal and consulting service fees incurred in connection with the strategic evaluation of our Foundry Services Group business and Fab 4.

~~Operating Income~~

As a result of the foregoing, an operating income of $14.4 million was recorded for the nine months ended September 30, 2019 compared to an operating income of $39.6 million for the nine months ended September 30, 2018. As discussed above, the decrease in operating income of $25.2 million was resulted primarily from a $26.8 million decrease in gross profit and a $4.8 million increase in restructuring and other charges, which was partially offset by a $3.3 million decrease in selling, general and administrative expenses and a $3.1 million decrease in research and development expenses.

~~Other Income~~

~~Interest~~~~Expense.~~ ~~Interest expenses were $17.0 million and $16.5 million for the nine months ended September 30, 2019 and September 30, 2018, respectively.~~

~~Foreign~~~~Currency Loss, Net.~~ ~~Net foreign currency loss for the nine months ended September 30, 2019 was $41.6 million compared to net foreign currency loss of $20.1 million for the nine months ended September 30, 2018, which~~ was due to the depreciation in value of the Korean won relative to the US dollar during the period.

A substantial portion of our net foreign currency gain or loss isnon-cash translation gain or loss associated with ~~the~~ intercompany long-term loans to our Korean subsidiary, which isare denominated in US dollars, and isare affected by changes in the exchange rate between the Korean won and the US dollar. As of ~~September 30,~~March 31, 2020 and March 31, 2019, ~~and September 30, 2018,~~ the outstanding intercompany loan balances including accrued ~~interests~~interest between our Korean subsidiary and our Dutch subsidiary were ~~$679.6~~$684 million and ~~$680.4~~$666 million, respectively. Foreign currency translation gain or loss from intercompany balances ~~was~~were included in determining our consolidated net income since the intercompany balances were not considered long-term investments in nature because management intended to settle these intercompany balances at their respective maturity dates.

Loss on Early Extinguishment of Long-Term Borrowings, Net.For the ~~nine~~three months ended ~~September 30,~~March 31, 2019, we repurchased a principal amount of $0.3 million and $0.9 million of the 2021 Notes and the Exchangeable Notes, respectively. In connection with these repurchases, we recognized a $0.04 million of net loss.

Others,Net. Others ~~Net~~ were comprised of rental income, interest income, and gains and losses from ~~the~~ valuation of derivatives which were designated as hedging instruments. Others ~~Net~~ for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and March 31, 2019 ~~and the nine months ended September 30, 2018 were $2.1~~was $0.8 million and ~~negative $0.3~~$0.6 million, respectively.

Income Tax Expense

Income tax expense ~~was $3.1~~were $1.3 million and ~~$4.1~~$0.8 million for ~~the nine~~three months ended ~~September 30,~~March 31, 2020 and 2019, respectively, and ~~for the nine months ended September 30, 2018, respectively.~~were primarily attributable to interest on intercompany loan balances. Income tax expense was recorded for our Korean subsidiary based on the estimated taxable income for the respective periods, combined with its ability to utilize net operating loss carryforwards up to 60% in ~~2019~~2020 and ~~70%~~2019.

Loss from continuing operations

As a result of the foregoing, a net loss from continuing operations decreased by $9.5 million for the three months ended March 31, 2020 compared to the three months ended March 31, 2019. As discussed above, the increase in ~~2018.~~net loss from continuing operations primarily resulted from a $20.4 million increase in net foreign currency loss, which was offset in part by an $11.0 million increase in operating income.

Income (loss) from discontinued operations, net of tax

On March 30, 2020, we entered into the BTA for the sale of our Foundry Services Group business and Fab 4. As a result, the results of the Foundry Services Group were classified as discontinued operations in our consolidated statements of operations and excluded from our continuing operations for all periods presented.

Net income from discontinued operations for the three months ended March 31, 2020 was $7.3 million compared to net loss from discontinued operations of $12.6 million for the three months ended March 31, 2019. The $19.9 million increase in net income from discontinued operations primarily resulted from a $17.0 million increase in gross profit, a $1.5 million increase in foreign currency gain, net, a $0.8 million decrease in restructuring and other charges, a $0.6 million decrease in research and development expenses and a $0.4 million decrease in selling, general and administrative expenses, which was offset in part by a $0.4 million increase in income tax expense.

Net ~~Loss~~loss

As a result of the foregoing, a net loss of ~~$45.3~~$23.7 million was recorded for the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020 compared to a net loss of ~~$1.5~~$34.1 million for the ~~nine~~three months ended ~~September 30, 2018.~~March 31, 2019. As discussed above, the ~~increase~~decrease in net loss of ~~$43.7~~$10.4 million primarily resulted from a ~~$25.2 million decrease in operating income and a $21.5~~$19.9 million increase in net ~~foreign currency loss.~~income from discontinued operations, which was offset by a $9.5 million increase in net loss from continuing operations.

Liquidity and Capital Resources

Our principal capital requirements are to fund sales and marketing, invest in research and development and capital equipment, to make debt service payments and to fund working capital needs. We calculate working capital as current assets less current liabilities.

Our principal sources of liquidity are our cash, cash equivalents, our cash flows from operations and our financing activities. Our ability to manage cash and cash equivalents may be limited, as our primary cash flows are dictated by the terms of our sales and supply agreements, contractual obligations, debt instruments and legal and regulatory requirements. From time to time, we may sell accounts receivable to third parties under factoring agreements or engage in accounts receivable discounting to facilitate the collection of cash. For a description of our factoring arrangements and accounts receivable discounting, please see “Item 1. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 2.3. Sales of Accounts ~~Receivable”~~Receivable and Receivable Discount Program” included elsewhere in this Report. In addition, from time to time, we may make payments to our vendors on extended terms with their consent. As of ~~September 30, 2019,~~March 31, 2020, we ~~did~~do not have any accounts payable on extended terms or payment deferment with our vendors.

On March 30, 2020, we entered into the BTA for the sale of our Foundry Services Group business and the Fab 4, which has a purchase price equal to the KRW equivalent of $344.7 million in cash, subject to working capital adjustments set forth in the BTA. The sale is expected to close within approximately four to six months from the date of the BTA, subject to customary closing conditions, whereupon we expect to use a portion of the cash received to repay indebtedness and for general corporate purposes. We currently believe that we will have sufficient cash reserves from cash on hand and expected cash from operations, as well as cash received from the consummation of the BTA, to fund our operations as well as capital expenditures for the next twelve months and the foreseeable future.

On January 17, 2017, we issued an aggregate of $86.3 million in principal amount of our Exchangeable Notes. We may, from time to time, repurchase a portion of our outstanding 2021 Notes and our Exchangeable Notes through open market purchases or privately negotiated transactions subject to prevailing market conditions and our available cash reserves. In December 2018 and February 2019, we repurchased a principal amount equal to $1.6 million $0.9 million, respectively, of the Exchangeable Notes in the open market. As of March 31, 2020, our Exchangeable Notes were reclassified as a current liability as their maturities were less than one year.

Cash Flows from Operating Activities

Cash inflow provided by operating activities totaled ~~$30.0~~$21.1 million for the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, compared to ~~$25.0~~$11.7 million of cash outflow used in operating activities for the ~~nine~~three months ended ~~September 30, 2018.~~March 31, 2019. The net operating cash inflow for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 reflects our net loss of ~~$45.3~~$23.7 million, as adjusted favorably by ~~$89.9~~$55.8 million, which mainly consisted of depreciation and amortization, provision for severance benefits and net foreign currency loss, and net unfavorable impact of ~~$14.6~~$11.0 million from changes of operating assets and liabilities.

Our working capital balance as of ~~September 30, 2019~~March 31, 2020 was ~~$222.1~~$175.5 million compared to ~~$220.1~~$245.5 million as of December 31, ~~2018.~~2019. The ~~change~~$70.0 million decrease was primarily attributable to a reclassification of $82.3 million for our Exchangeable Notes, which was recorded as a current portion of long-term borrowings, net in the ~~timing~~first quarter of ~~cash received and payments made related to account receivables and account payables, respectively.~~2020, as the maturity is less than one year. This decrease was offset in part by a $13.5 million increase in accounts receivable, net.

Cash Flows from Investing Activities

Cash outflow used in investing activities totaled ~~$22.6~~$7.1 million for the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, compared to ~~$21.3~~$9.8 million of cash outflow used in investing activities for the ~~nine~~three months ended ~~September 30, 2018.~~March 31, 2019. The ~~$1.3~~$2.7 million ~~increase~~decrease was primarily attributable to a ~~$4.7 million net increase in hedge collateral, a $1.5 million net increase in guarantee deposit, and $1.5~~$7.9 million decrease in ~~proceed from disposal~~purchase of plant, property and equipment, which was ~~partially~~ offset in part by a ~~$6.5~~$5.8 million ~~decrease~~net increase in the purchase of plant, property and equipment. The purchase of plant, property and equipment for the nine months ended September 30, 2018 includes a $4.3 million payment for the purchase of certain facilities related to a water treatment facility arrangement.hedge collateral.

Cash Flows from Financing Activities

Cash outflow used in financing activities totaled ~~$3.3~~$1.2 million for the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, compared to ~~$5.1~~$3.7 million of cash ~~inflow provided by~~outflow used in financing activities for the ~~nine~~three months ended ~~September 30, 2018.~~March 31, 2019. The financing cash outflow for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 was primarily attributable to a payment of $1.0 million for the repurchase of our common stock to satisfy tax withholding obligation in connection with the vesting of restricted stock units. The financing cash outflow for the three months ended March 31, 2019 was primarily attributable to a payment of $1.2 million for the repurchases of 2021 Notes and Exchangeable Notes in the first quarter of 2019 and a payment of $2.4 million for the repurchases of our common stock in January 2019 pursuant to our stock repurchase plan. ~~The financing~~

For additional cash ~~inflow~~flow information associated with our discontinued operation, please see “Item 1. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 2 – Discontinued Operations and Assets Held for ~~the nine months ended September 30, 2018 was primarily attributable to proceeds of $4.3 million~~Sale” included elsewhere in ~~connection with the water treatment facility arrangement.~~this Report.

Capital Expenditures

We routinely make capital expenditures for fabrication facility maintenance, enhancement of our existing facilities and reinforcement of our global research and development capability. For the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, capital expenditures for plant, property and equipment were ~~$16.7~~$3.4 million, a ~~$6.5~~$7.9 million, or ~~$27.9%~~70.1%, decrease from ~~$23.2~~$11.2 million ~~including a $4.3 million payment~~ for the ~~purchase of certain facilities related to a water treatment facility arrangement, for the nine~~three months ended ~~September 30, 2018.~~March 31, 2019. The decrease was mainly due to the timing of our equipment deployment. The capital expenditures for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019 were related to meeting our customer demand, and supporting technology and facility improvement at our fabrication facilities.

Contractual Obligations

The following summarizes our contractual obligations as of ~~September 30, 2019:~~March 31, 2020:


	Payments Due by Period														Payments Due by Period
	Total		Remainder of 2019		2020		2021		2022		2023		Thereafter		Total		Remainder of 2020		2021		2022		2023		2024		Thereafter
	(In millions)														(In millions)
Exchangeable Notes(1)	$	90.0	$	—	$	4.2	$	85.8	$	—	$	—	$	—	$	87.9	$	2.1	$	85.8	$	—	$	—	$	—	$	—
Senior notes(2)		254.0		—		14.9		239.1		—		—		—		246.5		7.4		239.1		—		—		—		—
Operating leases(3)		18.1		0.8		2.7		1.3		1.1		1.0		11.3		1.5		1.2		0.2		0.0		0.0		—		—
Finance leases(3)		3.2		0.1		0.4		0.4		0.4		0.4		1.6		0.3		0.1		0.1		0.1		0.1		—		—
Water Treatment Services(3)(4)		47.7		2.0		8.1		8.0		8.0		5.5		16.1		30.0		3.0		3.8		3.8		3.7		3.6		12.2
Others(5)		21.1		2.3		13.4		4.9		0.3		0.1		0.2		10.7		7.5		3.2		0.0		0.0		0.0		—

(1)

Interest payments as well as $83.7 million aggregate principal amount of the Exchangeable Notes outstanding as of ~~September 30, 2019,~~March 31, 2020, which bear interest at a rate of 5.0% per annum and are scheduled to mature in 2021 if not earlier exchanged at the price of approximately $8.26 per share of common stock.

(2)	Interest payments as well as $224.3 million aggregate principal amount of the 2021 Notes outstanding as of ~~September 30, 2019,~~March 31, 2020, which bear interest at a rate of 6.625% per annum and are scheduled to mature in 2021 if not earlier redeemed.

(3)	Assumes constant currency exchange rate for Korean won to US dollars of ~~1,201.3:~~1,222.6:1, the exchange rate as of ~~September 30, 2019.~~March 31, 2020.

(4)	Includes future payments for water treatment services for our fabrication ~~facilities~~facility in Gumi, Korea based on the contractual terms.

(5)	Includes license agreements, funding obligations for the accrued severance benefits and other contractual obligations.

The indentures relating to the Exchangeable Notes and the 2021 Notes contain covenants as detailed in “Item 1. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note ~~10. Long-Term~~11. Borrowings” in this Report. Those covenants are subject to a number of exceptions and qualifications. Certain of those restrictive covenants will terminate if the Exchangeable Notes or the 2021 Notes are rated investment grade at any time.

We lease ~~land,~~ office space and equipment under various operating lease agreements that expire through ~~2034.~~2023.

We are a party to ~~arrangements~~an arrangement for the water treatment ~~facilities~~facility in ~~Cheongju and~~ Gumi, Korea, which ~~include5-year~~ ~~and~~includes a10-year service ~~agreements, respectively.~~agreement.

Beginning in July 2018, we have contributed a certain percentage of severance benefits, accrued for eligible employees for their services beginning January 1, 2018, to certain severance insurance deposit accounts. These accounts consist of time deposits and other guaranteed principal and interest, and are maintained at insurance companies, banks or security companies for the benefit of employees. We deduct the contributions made to these severance insurance deposit accounts from our accrued severance benefits. As of ~~September 30, 2019,~~March 31, 2020, our accrued severance benefits totaled ~~$138.8~~$48.8 million and cumulative contributions to these severance insurance deposit accounts amounted to ~~$3.8~~$1.6 million. Our related cash payments for future contributions are ~~$0.8 million and~~ $3.3 million for the remaining period of ~~2019 and~~ 2020, ~~respectively,~~ to the extent that our obligations are contractual, fixed and reasonably estimable.

We follow US GAAP guidance on uncertain tax positions. Our unrecognized tax ~~benefit~~benefits totaled $0.4 million as of ~~September 30, 2019. This~~March 31, 2020. These unrecognized tax ~~benefit has~~benefits have been excluded from the above table because we cannot estimate the period of cash settlement with the respective taxing ~~authority.~~authorities.

Off-Balance Sheet Arrangements

As of March 31, 2020, we did not have anyoff-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of RegulationS-K.

Critical Accounting Policies and Estimates

Preparing financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods and the related disclosures in our consolidated financial statements and accompanying notes.

We believe that our significant accounting policies, which are described further in Note 1 to our consolidated financial statements in our Annual Report on Form10-K for our fiscal year ended December 31, ~~2018,~~2019, or our ~~2018~~2019 Form10-K, are critical due to the fact that they involve a high degree of judgment and estimates about the effects of matters that are inherently uncertain. We base these estimates and judgments on historical experience, knowledge of current conditions and other assumptions and information that we believe to be reasonable. Estimates and assumptions about future events and their effects cannot be determined with certainty. Accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as the business environment in which we operate changes.

A description of our critical accounting policies that involve significant management judgement appears in our ~~2018~~2019 Form10-K, under “Management’s Discussion and Analysis of Financial Conditions and Reports of Operations—Critical Accounting Policies and Estimates.” ~~Our critical accounting policies for leases as updated for the adoption of the new lease standard are disclosed in the following section.~~ There have been no ~~other~~ material changes in the matters for which we make accounting estimates in the preparation of our consolidated financial statements for the three months ended March 31, 2020, except for those related to ~~our critical accounting policies~~discontinued operations as a result of changes in reporting that relate to the sale of the Foundry Services Group business and ~~estimates as compared to our critical accounting policies and estimates included in our 2018 Form10-K.~~Fab 4.

~~Leases~~Discontinued Operations.

We ~~determine if an arrangement is a lease at inception~~review the presentation of the planned disposition of the Foundry Services Group business and Fab 4 based on the available information and events that have occurred. The review consists of evaluating whether the disposition meets the definition of a ~~contract considering~~component for which the operations and cash flows are clearly distinguishable from the other components of the business, and if so, whether it is anticipated that after the disposal the cash flows of the component would be eliminated from continuing operations and whether the ~~arrangement conveys~~disposition represents a strategic shift that has a major effect on operations and financial results. In addition, we evaluate whether the ~~right~~Foundry Services Group business and Fab 4 have met the criteria as assets held for sale. In order for a planned disposition to ~~control~~be classified as assets held for sale, the ~~use of an identified asset over the period of use. Control of an underlying asset is conveyed if we have the right to direct the use of, and to obtain substantially all~~established criteria must be met as of the ~~economic benefits from~~reporting date, including an active program to market the use of, the identified asset. We account for lease transactions as either an operating or a finance lease, depending on the terms of the underlying lease arrangement. Assets related to operating leases are recorded on the balance sheet as operating lease~~right-of-use~~ ~~assets; the related liabilities are recorded as operating lease liabilities for the current portion andnon-current~~ ~~operating lease liabilities for thenon-current~~ ~~portion. Finance leaseright-of-use~~ ~~assets are included in property and equipment, net~~sale and the ~~related lease liabilities~~expected disposition of within one year.

The Foundry Services Group business and Fab 4 is presented as discontinued operations beginning in the first quarter 2020 since all the criteria described above are ~~included~~met. For a divestiture that qualifies as a discontinued operation, all comparative periods presented are reclassified in ~~other current liabilities and othernon-current~~ ~~liabilities on~~ the consolidated balance ~~sheets.~~

~~Right-of-use~~ ~~assets represent our right to use an underlying asset during~~sheet. Additionally, the ~~lease term and lease liabilities represent our obligation to make lease payments arising from the lease.Right-of-use~~ ~~assets and liabilities are recognized based on the present value~~results of the future minimum lease payments over the lease term. As most of our leases do not provide a readily determinable implicit rate, we estimate its incremental borrowing rates in determining the present value of future payments based on the lease term of each lease and market information available at commencement date. Fixed lease expenses for operating leases and depreciation expenses for finance leases are recognized on a straight-line basis over the respective lease term.

~~An extension or contraction~~operations of a ~~lease term is considered if the related option~~discontinued operation are reclassified to ~~extend~~income or ~~early terminate the lease is reasonably certain~~loss from discontinued operations, net of tax, for all periods presented. See “Item 1. Financial Statements and Supplementary Data – Notes to ~~be exercised by us. Operating leaseright-of-use~~ ~~assets may also include any advance lease payments made~~Consolidated Financial Statements – Note 2 - Discontinued Operations and ~~exclude lease incentives and initial direct costs incurred. We have lease agreements with lease andnon-lease~~ ~~components, which are generally accounted~~Assets Held for ~~separately. For certain equipment leases, lease andnon-lease~~ ~~components are accounted~~Sale” for ~~as a single lease component.~~

~~We do not recognize operating leaseright-of-use~~ assets and operating lease liabilities that arise from short-term leases but rather recognizes fixed lease payments in the statements of operations on a straight-line basis and variable payments in the period in which the related obligations incur.additional information.

RecentAccounting Pronouncements

For a full description of new accounting pronouncements and recently adopted accounting pronouncements, please see “Item 1. Interim Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 1. Business, Basis of Presentation and Significant Accounting Policies” in this Report.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to the market risk that the value of a financial instrument will fluctuate due to changes in market conditions, primarily from changes in foreign currency exchange rates and interest rates. In the normal course of our business, we are subject to market risks associated with interest rate movements and currency movements on our assets and liabilities.

Foreign Currency Exposures

We have exposure to foreign currency exchange rate fluctuations on net income from our subsidiaries denominated in currencies other than US dollars, as our foreign subsidiaries in Korea, Taiwan, China, Japan and Hong Kong use local currency as their functional currency. From time to time these subsidiaries have cash and financial instruments in local currency. The amounts held in Japan, Taiwan, Hong Kong and China are not material in regards to foreign currency movements. However, based on the cash and financial instruments balance at ~~September 30, 2019,~~March 31, 2020 for our Korean subsidiary, a 10% devaluation of the Korean won against the US dollar would have resulted in a decrease of $0.2 million in our US dollar financial instruments and cash balances.

See “Note 8.9. Derivative Financial Instruments” to our consolidated financial statements under “Item 1. Interim Consolidated Financial Statements” and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Results of Operations—Impact of Foreign Currency Exchange Rates on Reported Results of Operations” for additional information regarding our foreign exchange hedging activities.

Interest Rate Exposures

As of ~~September 30, 2019,~~March 31, 2020, $83.74 million aggregate principal amount of our Exchangeable Notes were outstanding. Interest on the Exchangeable Notes accrues at a fixed rate of 5.0% per annum and is paid semi-annually every March 1 and September 1 of each year until the Exchangeable Notes mature on March 1, 2021. As of ~~September 30, 2019,~~March 31, 2020, $224.25 million aggregate principal amount of our 2021 Notes were also outstanding. Interest on the 2021 Notes accrues at a fixed rate of 6.625% per annum and is paid semi-annually every January 15 and July 15 of each year until the 2021 Notes mature on July 15, 2021. Since the interest rates are fixed, we have no market interest rate risk related to the Exchangeable Notes and the 2021 Notes.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and ~~Chief~~Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this Report, we carried out an evaluation under the supervision of and with the participation of our management, including our Chief Executive Officer and ~~Chief~~Principal Financial Officer, as of ~~September 30, 2019,~~March 31, 2020, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules13a-15(e) and15d-15(e) under the Exchange Act. Based upon this evaluation, our Chief Executive Officer and ~~Chief~~Principal Financial Officer concluded that our disclosure controls and procedures were effective as of ~~September 30, 2019.~~March 31, 2020.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~September 30, 2019~~March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

For a discussion of legal proceedings, see “Part I: Item 3. Legal Proceedings” of our ~~2018~~2019 Form10-K.

See also “Part I: Item 1A. Risk Factors” and Note 18 toof our ~~consolidated financial statements in our 2018~~2019 Form10-K for additional information.

Item 1A.

Risk Factors

The Company is subject to risks and uncertainties, any of which could have a significant or material adverse effect on our business, financial condition, liquidity or consolidated financial statements. You should carefully consider the risk factors disclosed in Part I, Item 1A of our ~~2018~~2019 Form10-K (including that the impact of theCOVID-19 pandemic may also exacerbate the risks discussed therein), herein and other reports we have filed with the SEC. The risks described herein and therein are not the only ones we face. This information should be considered carefully together with the other information contained in this Report and the other reports and materials the Company files with the SEC.

~~We are subject to risks~~Our business, results of operations and ~~uncertainties related to the strategic review of our Foundry Services Group business~~financial condition and ~~related fabrication facility.~~

~~In February 2019, we announced that we had initiated, with the assistance of external financial~~prospects may be materially and ~~legal advisors, a strategic review of our Foundry Services Group business and the fabrication facility located in Cheongju (“Fab 4”), the larger of our two8-inch~~ manufacturing facilities. There can be no assurance that the strategic review will result in a sale of the Foundry Services Group business, Fab 4, or any other transaction that we may consider in connection with such review, including accretive business conversions, joint ventures and partnerships. Since announcing the strategic review process, we have incurred, and expect to continue to incur, significant expenses in connection with the strategic review process, and our future results may beadversely affected by the ~~pursuit or consummation~~recentCOVID-19 pandemic.

COVID-19, a virus causing potentially deadly respiratory tract infections, which has spread rapidly and enveloped most of ~~any specific transaction~~the world, is a global public health crisis. On March 11, 2020, the World Health Organization characterized theCOVID-19 outbreak as a pandemic. Governments in affected countries are imposing travel bans, quarantines and other emergency public health measures. In response to the virus, national and local governments in numerous countries around the world have implemented substantial lockdown measures, and other countries and local governments may enact similar policies. Private sector companies are also taking precautionary measures, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses and facilities. These restrictions, and future prevention and mitigation measures, are likely to have an adverse impact on global economic conditions, which could materially adversely affect our future operations. Uncertainties regarding the economic impact of theCOVID-19 outbreak are likely to result in sustained market turmoil, which could also negatively impact our business, financial condition and cash flows.

These measures have impacted and may further impact our workforce and operations, the operations of our customers, and those of our respective vendors, suppliers, and partners. The disruptions to our operations caused by theCOVID-19 outbreak may result in inefficiencies, delays and additional costs in our research and development, sales and marketing, and customer service efforts that we cannot fully mitigate through remote or other ~~strategic~~ alternative ~~resulting from~~work arrangements. Also, some suppliers of materials used in the ~~strategic review. While this strategic review is ongoing, we are exposed to certain risks and uncertainties, including potential risks and uncertainties~~production of our products may be located in ~~retaining and attracting employees during the review process; the diversion of management’s time to the review; potential loss of Foundry Services Group customers~~areas that have been or ~~future sales; and exposure to potential litigation in connection with the review process or any specific transaction or other strategic alternative resulting therefrom, all of~~will be more severely impacted byCOVID-19, which could ~~disrupt~~limit our ability to obtain sufficient materials for our products. In addition, the severe global economic disruption caused byCOVID-19 may cause our customers and ~~negatively~~end-users of our products to suffer significant economic hardship, which could result in decreased demand for our products in the future and materially adversely affect our ~~business. In addition, speculation regarding any developments related to this strategic review and perceived uncertainties related to the future of our Foundry Services Group~~ business, and Fab 4 could cause our stock price to fluctuate significantly. There is no finite timetable for completion of the strategic review, and we can provide no assurance that any transaction or other strategic alternative we may pursue will have a positive impact on our results of operations, or financial condition (including liquidity) and prospects.

The impact of theCOVID-19 pandemic continues to evolve and its duration and ultimate disruption on our customers,end-users, overall demand for our products, supply chain, and the related financial impact to us, cannot be estimated at this time. Should such disruption continue for an extended period of time, the impact could have a more severe adverse effect on our business, results of operations and financial condition (including liquidity). Additionally, weaker economic conditions generally could result in impairment in value of our tangible or intangible assets, or our ability to raise additional capital, if needed.

Item 6.

Exhibits.


Exhibit Number		Description

10.1		Separation Agreement, dated as of March 26, 2020 among MagnaChip Semiconductor, Ltd. (Korea), MagnaChip Semiconductor Corporation and Jonathan W. Kim. (incorporated by reference to Exhibit 10.1 to our Current Report onForm 8-K filed on March 27, 2020).

10.2		Business Transfer Agreement, dated as of March 31, 2020 among by and among Magnus Semiconductor, LLC, MagnaChip Semiconductor S.A. and MagnaChip Semiconductor, Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report onForm 8-K filed on March 31, 2020)

31.1^#		Certification pursuant toRule13a-14(a) orRule15d-14(a) of the Securities Exchange Act of 1934 of the Chief Executive Officer.

31.2^#		Certification pursuant to Rule13a-14(a) orRule15d-14(a) of the Securities Exchange Act of 1934 of the ~~Chief~~Principal Financial Officer.

32.1†		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive ~~Officer.~~Officer.

32.2†		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer.

101.INS^#		XBRL Instance Document.

101.SCH^#		XBRL Taxonomy Extension Schema Document.

101.CAL^#		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF^#		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB^#		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE^#		XBRL Taxonomy Extension Presentation Linkbase Document.

Footnotes:

^#	Filed herewith

†	Furnished herewith

SIGNATURES

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 thereunto duly authorized.


Dated: ~~November 7, 2019~~May 11, 2020	By:	/s/ ~~Jonathan W.~~Theodore S. Kim
		~~Jonathan W.~~Theodore S. Kim
		Chief ~~Financial~~Compliance Officer, Executive Vice President, General Counsel and ~~Chief Accounting Officer~~ Secretary (Principal Financial ~~and Accounting~~ Officer)

5749


2019	$	4,319
2020		3,569
2021		1,570
2022		1,319
2023		1,309
2024 and thereafter		13,978

	$26,064


As of September 30, 2019	Gross amounts of recognized assets/liabilities		Gross amounts offset in the balance sheets		Net amounts of assets/liabilities presented in the balance sheets		Gross amounts not offset in the balance sheets					Net amount
As of September 30, 2019	Gross amounts of recognized assets/liabilities		Gross amounts offset in the balance sheets				Financial instruments		Cash collateral pledged			Net amount
Asset Derivatives:
Zero cost collars	$	13	$	—	$	13	$	—	$	—		$	13
Liability Derivatives:
Zero cost collars	$	2,234	$	—	$	2,234	$	—	$	(590	)	$	1,644


As of December 31, 2018	Gross amounts of recognized liabilities		Gross amounts offset in the balance sheets		Net amounts of liabilities presented in the balance sheets		Gross amounts not offset in the balance sheets					Net amount
As of December 31, 2018	Gross amounts of recognized liabilities		Gross amounts offset in the balance sheets		Net amounts of liabilities presented in the balance sheets		Financial instruments		Cash collateral pledged			Net amount
Liability Derivatives:
Zero cost collars	$	117	$	—	$	117	$	—	$	(360	)	$	(243	)
Forward	$	607	$	—	$	607	$	—	$	(1,450	)	$	(843	)


Derivatives in ASC 815 Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion)					Location/Amount of Loss Reclassified from AOCI Into Statement of Operations (Effective Portion)								Location/Amount of Gain (Loss) Recognized in Statement of Operations on Derivatives (Ineffective Portion)(1)
	Three Months Ended September 30,							Three Months Ended September 30,									Three Months Ended September 30,
	2019			2018				2019			2018						2019			2018
Zero cost collars	$	(2,803	)	$	386		Net sales	$	(1,600	)	$	—			Other income	(expense), net	$	(33	)	$	18
Forwards	$	—		$	660		Net sales	$	—		$	(140	)		Other income	(expense), net	$	—		$	(102	)
Forwards—excluded time value (1)															Other income	(expense), net	$	—		$	(434	)

	$	(2,803	)	$	1,046			$	(1,600	)	$	(140	)				$	(33	)	$	(518	)

							Total Revenue	$	229,677		$	206,000


Derivatives in ASC 815 Cash Flow Hedging Relationships	Amount of Loss Recognized in AOCI on Derivatives (Effective Portion)						Location/Amount of Gain (Loss) Reclassified from AOCI Into Statement of Operations (Effective Portion)							Location/Amount of Loss Recognized in Statement of Operations on Derivatives (Ineffective Portion)(1)
	Nine Months Ended September 30,								Nine Months Ended September 30,								Nine Months Ended September 30,
	2019			2018					2019			2018					2019			2018
Zero cost collars	$	(3,905	)	$	(756	)		Net sales	$	(1,803	)	$	2,191		Other income	(expense), net	$	(44	)	$	(300	)
Forwards	$	(1,798	)	$	(135	)		Net sales	$	(1,750	)	$	2,310		Other income	(expense), net	$	(125	)	$	(1,765	)
Forwards—excluded time value (1)															Other income	(expense), net	$	—		$	(161	)

	$	(5,703	)	$	(891	)			$	(3,553	)	$	4,501				$	(169	)	$	(2,226	)

								Total Revenue	$	592,202		$	571,504


	Carrying Value September 30, 2019		Fair Value Measurement September 30, 2019		Quoted Prices in Active Markets for Identical Asset (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Derivative assets (other current assets)	$	13	$	13		—	$	13		—
Liabilities:
Derivative liabilities (other current liabilities)	$	2,234	$	2,234		—	$	2,234		—


	Three Months Ended September 30, 2019						Nine Months Ended September 30, 2019
	Revenue recognized at the time of shipment or delivery		Revenue recognized over time		Total		Revenue recognized at the time of shipment or delivery		Revenue recognized over time		Total
Net Sales
Foundry Services Group	$	43,328	$	47,012	$	90,340	$	102,888	$	117,625	$	220,513


	Three Months Ended September 30, 2018						Nine Months Ended September 30, 2018
	Revenue recognized at the time of shipment or delivery		Revenue recognized over time		Total		Revenue recognized at the time of shipment or delivery		Revenue recognized over time		Total
Net Sales
Foundry Services Group	$	26,257	$	57,605	$	83,862	$	52,024	$	190,174	$	242,198


	Nine Months Ended September 30, 2019						Nine Months Ended September 30, 2018
	Amount			% of Net Sales			Amount			% of Net Sales			Change Amount
	(In millions)
Net sales	$	592.2			100.0	%	$	571.5			100.0	%	$	20.7
Cost of sales		464.8			78.5		��	417.3			73.0			47.5

Gross profit		127.4			21.5			154.2			27.0			(26.8	)

Selling, general and administrative expenses		51.9			8.8			55.1			9.6			(3.3	)
Research and development expenses		56.4			9.5			59.5			10.4			(3.1	)
Restructuring and other charges		4.8			0.8			—			—			4.8

Operating income		14.4			2.4			39.6			6.9			(25.2	)

Interest expense		(17.0	)		(2.9	)		(16.5	)		(2.9	)		(0.4	)
Foreign currency loss, net		(41.6	)		(7.0	)		(20.1	)		(3.5	)		(21.5	)
Loss on early extinguishment of long-term borrowings, net		(0.0	)		(0.0	)		—			—			(0.0	)
Others, net		2.1			0.4			(0.3	)		(0.1	)		2.4

		(56.5	)		(9.5	)		(37.0	)		(6.5	)		(19.6	)

Income (loss) before income tax expense		(42.1	)		(7.1	)		2.6			0.5			(44.7	)
Income tax expense		3.1			0.5			4.1			0.7			(1.0	)

Net loss	$	(45.3	)		(7.6	)	$	(1.5	)		(0.3	)	$	(43.7	)

MAGNACHIP SEMICONDUCTOR CORPORATION
(Registrant)

Dated: ~~November 7, 2019~~May 11, 2020

/s/ Young-Joon Kim

Young-Joon Kim

Chief Executive Officer
(Principal Executive Officer)