Table of Contents
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-Q
 
 
 
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20202021
or
 
☐
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
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.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 Regulation
S-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, a
non-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 Rule
12b-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 Rule
12b-2
of the Exchange Act).    ☐  Yes    ☒  No
As of October 30, 2020,July 31, 2021, the registrant had 35,538,47546,451,323 shares of common stock outstanding.
 
 
 
Table of Contents
MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
 
   
Page No.
 
PART I FINANCIAL INFORMATION
3
Item 1.
Interim Consolidated Financial Statements (Unaudited)
   3 
Item 1.
 
InterimMagnachip Semiconductor Corporation and Subsidiaries Consolidated Financial Statements (Unaudited)Balance Sheets as of June 30, 2021 and December 31, 2020
   3 
MagnaChip Semiconductor Corporation and Subsidiaries Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019
3
MagnaChipMagnachip Semiconductor Corporation and Subsidiaries Consolidated Statements of Operations for the Three and NineSix Months Ended SeptemberJune 30, 20202021 and 20192020   4 
MagnaChipMagnachip Semiconductor Corporation and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) for the Three and NineSix Months Ended SeptemberJune 30, 20202021 and 20192020
   5 
MagnaChipMagnachip Semiconductor Corporation and Subsidiaries Consolidated Statements of Changes in Stockholders’ Equity for the Three and NineSix Months Ended SeptemberJune 30, 20202021 and 20192020
   6 
MagnaChipMagnachip Semiconductor Corporation and Subsidiaries Consolidated Statements of Cash Flows for the NineSix Months Ended SeptemberJune 30, 20202021 and 20192020
   7 
MagnaChipMagnachip 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
52
Item 4.
Controls and Procedures
   5553 
PART II OTHER INFORMATION
54
Item 4.1.
 
Legal Proceedings
54
Item 1A.
Controls and ProceduresRisk Factors
54
Item 6.
Exhibits
   56 
PART II OTHER INFORMATIONSIGNATURES
   57 
Item 1.
Legal Proceedings
57
Item 1A.
Risk Factors
57
Item 6.
Exhibits
59
SIGNATURES
60
 
2
Table of Contents
PART I—FINANCIAL INFORMATION
 
Item 1.
Interim Consolidated Financial Statements (Unaudited)
MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
 
  
September 30,

2020
 
December 31,

2019
   
June 30,
2021
 
December 31,
2020
 
  
(In thousands of 
U.S.
 dollars,
except share data)
   
(In thousands of U.S. dollars,
except share data)
 
Assets
        
Current assets
        
Cash and cash equivalents
  $542,111  $151,657   $271,880  $279,940 
Accounts receivable, net
   57,772  47,447    56,730   64,390 
Inventories, net
   33,631  41,404    41,369   39,039 
Other receivables
   4,551  10,200    9,173   4,338 
Prepaid expenses
   8,265  9,003    6,836   7,332 
Hedge collateral (Note 9)
   9,650  9,820    4,830   5,250 
Other current assets (Notes 10 and 18)
   8,338  10,013 
Current assets held for sale (Note 2)
   —    99,821 
Other current assets (Notes 10 and 19)
   5,117   9,321 
  
 
  
 
   
 
  
 
 
Total current assets
   664,318  379,365    395,935   409,610 
  
 
  
 
 
Property, plant and equipment, net
   77,489  73,068    94,721   96,383 
Operating lease
right-of-use
assets
   2,032  1,876    4,520   4,632 
Intangible assets, net
   2,877  2,769    2,541   2,727 
Long-term prepaid expenses
   2,138  5,757    5,626   4,058 
Deferred income taxes
   43,069   44,541 
Other
non-current
assets
   8,598  9,059    11,141   9,739 
Non-current
assets held for sale (Note 2)
   —    123,434 
  
 
  
 
   
 
  
 
 
Total assets
  $757,452  $595,328   $557,553  $571,690 
  
 
  
 
   
 
  
 
 
Liabilities and Stockholders’ Equity
        
Current liabilities
        
Accounts payable
  $40,497  $40,376   $52,040  $52,164 
Other accounts payable
   7,639  6,410    9,119   2,531 
Accrued expenses (Note 8)
   41,630  44,799    13,020   16,241 
Accrued income taxes
   14,038  1,569    1,679   12,398 
Operating lease liabilities
   1,390  1,625    2,181   2,210 
Current portion of long-term borrowings, net
   306,567   —      —     83,479 
Other current liabilities (Note 10)
   7,652  2,014    5,001   4,595 
Current liabilities held for sale (Note 2)
   —    37,040 
  
 
  
 
   
 
  
 
 
Total current liabilities
   419,413  133,833    83,040   173,618 
  
 
  
 
 
Long-term borrowings, net
   —    304,743 
Accrued severance benefits, net
   51,953  51,181    39,520   40,462 
Non-current
operating lease liabilities
   2,338   2,422 
Other
non-current
liabilities
   7,782  9,671    10,024   9,588 
Non-current
liabilities held for sale (Note 2)
   —    110,881 
  
 
  
 
   
 
  
 
 
Total liabilities
   479,148  610,309    134,922   226,090 
  
 
  
 
   
 
  
 
 
Commitments and contingencies (Note 18)
Commitments and contingencies (Note 19)
   0   0 
Stockholders’ equity
        
Common stock, $0.01 par value, 150,000,000 shares authorized, 44,595,393 shares issued and 35,489,720 outstanding at September 30, 2020 and 43,851,991 shares issued and 34,800,312 outstanding at December 31, 2019
   447  439 
Common stock, $0.01 par value, 150,000,000 shares authorized, 55,562,907 shares issued and 46,350,945 outstanding at June 30, 2021 and 44,943,854 shares issued and 35,783,347 outstanding at December 31, 2020
   556   450 
Additional
paid-in
capital
   159,840  152,404    253,244   163,010 
Retained earnings (deficit)
   220,253  (58,131) 
Treasury stock, 9,105,673 shares at September 30, 2020 and 9,051,679 shares at December 31, 2019, respectively
   (107,649)  (107,033) 
Retained earnings
   279,163   286,834 
Treasury stock, 9,211,962 shares at June 30, 2021 and 9,160,507 shares at December 31, 2020, respectively
   (109,407)   (108,397) 
Accumulated other comprehensive income (loss)
   5,413  (2,660)    (925)   3,703 
  
 
  
 
   
 
  
 
 
Total stockholders’ equity (deficit)
   278,304  (14,981) 
Total stockholders’ equity
   422,631   345,600 
  
 
  
 
   
 
  
 
 
Total liabilities and stockholders’ equity
  $757,452  $595,328   $557,553  $571,690 
  
 
  
 
   
 
  
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
3
Table of Contents
MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
 
  
Three Months Ended
 
Nine Months Ended
   
Three Months Ended
 
Six Months Ended
 
  
September 30,

2020
 
September 30,

2019
 
September 30,

2020
 
September 30,

2019
   
June 30,
2021
 
June 30,
2020
 
June 30,
2021
 
June 30,
2020
 
  
(In thousands of 
U.S.
 dollars, except share data)
   
(In thousands of U.S. dollars, except share data)
 
Revenues:
       
Net sales – standard products business
  $116,262  $139,273  $335,953  $371,543   $103,268  $108,955  $216,174  $219,691 
Net sales – transitional Fab 3 foundry services
   8,551  9,894  28,161  25,776    10,608   9,873   20,721   19,610 
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
Total revenues
   124,813  149,167  364,114  397,319    113,876   118,828   236,895   239,301 
Cost of sales:
                
Cost of sales – standard products business
   87,494  104,018  245,917  285,643    70,409   76,817   149,656   158,423 
Cost of sales – transitional Fab 3 foundry services
   8,731  9,894  28,341  25,776    9,497   9,873   18,887   19,610 
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
Total cost of sales
   96,225  113,912  274,258  311,419    79,906   86,690   168,543   178,033 
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
Gross profit
   28,588  35,255  89,856  85,900    33,970   32,138   68,352   61,268 
Operating expenses:
                
Selling, general and administrative expenses
   12,888  10,686  37,398  33,817    14,001   12,408   26,635   24,510 
Research and development expenses
   12,477  10,233  34,094  34,049    13,322   11,108   26,745   21,617 
Other charges
   —     —    554   —      5,020   —     15,436   554 
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
Total operating expenses
   25,365  20,919  72,046  67,866    32,343   23,516   68,816   46,681 
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
Operating income
   3,223  14,336  17,810  18,034 
  
 
  
 
  
 
  
 
 
Operating income
(
loss)
   1,627   8,622   (464)   14,587 
Interest expense
   (5,485)  (5,539)  (16,522)  (16,615)    (85)   (5,430)   (1,126)   (11,037) 
Foreign currency gain (loss), net
   8,864  (21,985)  (13,638)  (44,166)    250   8,469   (4,421)   (22,502) 
Loss on early extinguishment of long-term borrowings, net
   —     —     —    (42) 
Other income, net
   714  678  2,343  1,816    611   791   1,231   1,629 
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
Income (loss) from continuing operations before income tax expense
   7,316  (12,510)  (10,007)  (40,973)    2,403   12,452   (4,780)   (17,323) 
Income tax expense (benefit)
   (1,145)  1,734  836  3,316 
Income tax expense
   2,601   678   2,891   1,981 
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
Income (loss) from continuing operations
   8,461  (14,244)  (10,843)  (44,289)    (198)   11,774   (7,671)   (19,304) 
Income (loss) from discontinued operations, net of tax
   264,501  12,637  289,227  (963) 
Income from discontinued operations, net of tax
   —     17,397   —     24,726 
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
Net income (loss)
  $272,962  $(1,607)  $278,384  $(45,252)   $(198)  $29,171  $(7,671)  $5,422 
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
Basic earnings (loss) per common share—
              
Continuing operations
  $0.24  $(0.41)  $(0.31)  $(1.29)   $(0.00)  $0.34  $(0.18)  $(0.55) 
Discontinued operations
   7.50  0.36  8.24  (0.03)    —     0.50   —     0.71 
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
Total
  $7.74  $(0.05)  $7.93  $(1.32)   $(0.00)  $0.84  $(0.18)  $0.16 
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
Diluted earnings (loss) per common share—
                
Continuing operations
  $0.21  $(0.41)  $(0.31)  $(1.29)   $(0.00)  $0.28  $(0.18)  $(0.55) 
Discontinued operations
   5.68  0.36  8.24  (0.03)    —     0.37   —     0.71 
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
Total
  $5.89  $(0.05)  $7.93  $(1.32)   $(0.00)  $0.65  $(0.18)  $0.16 
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
Weighted average number of shares—
                
Basic
   35,280,864  34,357,745  35,089,479  34,266,513    46,322,027   35,092,312   43,324,088   34,992,734 
Diluted
   46,581,788  34,357,745  35,089,479  34,266,513    46,322,027   46,474,237   43,324,088   34,992,734 
The accompanying notes are an integral part of these consolidated financial statements.
 
4
Table of Contents
MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
 
  
Three Months Ended
 
Nine Months Ended
   
Three Months Ended
 
Six Months Ended
 
  
September 30,

2020
 
September 30,

2019
 
September 30,

2020
 
September 30,

2019
   
June 30,
2021
 
June 30,
2020
 
June 30,
2021
 
June 30,
2020
 
  
(In thousands of 
U.S.
 dollars)
   
(In thousands of U.S. dollars)
 
Net income (loss)
  $ 272,962  $ (1,607)  $278,384  $ (45,252)   $(198)  $29,171  $(7,671)  $5,422 
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
Other comprehensive income (loss)
              
Foreign currency translation adjustments
   (6,517)   15,931   9,191   30,915    109   (6,543)   (1,949)   15,708 
Derivative adjustments
              
Fair valuation of derivatives
   1,390   (2,803)   (1,410)   (5,703)    432   2,204   (1,693)   (2,800) 
Reclassification adjustment for loss on derivatives included in net income (loss)
   41   1,600   292   3,553 
Reclassification adjustment for loss (gain) on derivatives
included in net income (loss)
   (475)   193   (986)   251 
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
Total other comprehensive income (loss)
   (5,086)   14,728   8,073   28,765    66   (4,146)   (4,628)   13,159 
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
Total comprehensive income (loss)
  $267,876  $ 13,121  $286,457  $ (16,487)   $(132)  $25,025  $(12,299)  $18,581 
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
5
Table of Contents
MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)
   
 
Common Stock
   
Additional

Paid-In

Capital
  
Retained

Earnings

(Deficit)
  
Treasury

Stock
  
Accumulated

Other

Comprehensive

Income (Loss)
  
Total
 
(In thousands of U.S. dollars, except share data)
  
Shares
   
Amount
 
Three Months Ended June 30, 2021:
                               
Balance at March 31, 2021
   46,257,413   $555   $250,829  $279,361  $(109,407)  $(991)  $420,347 
Stock-based compensation
   —      —      2,405   —     —     —     2,405 
Exercise of stock options
   1,000    0    11   —     —     —     11 
Settlement of restricted stock units
   92,532    1    (1)   —     —     —     —   
Other comprehensive income, net
   —      —      —     —     —     66   66 
Net loss
   —      —      —     (198)   —     —     (198) 
   
 
 
   
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at June 30, 2021
   46,350,945   $556   $253,244  $279,163  $(109,407)  $(925)  $422,631 
   
 
 
   
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Three Months Ended June 30, 2020:
                               
Balance at March 31, 2020
   35,054,682   $442   $153,286  $(81,880)  $(107,649)  $14,645  $(21,156) 
Stock-based compensation
   —      —      1,643   —     —     —     1,643 
Exercise of stock options
   88,351    1    662   —     —     —     663 
Other comprehensive loss, net
   —      —      —     —     —     (4,146)   (4,146) 
Net income
   —      —      —     29,171   —     —     29,171 
   
 
 
   
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at June 30, 2020
   35,143,033   $443   $155,591  $(52,709)  $(107,649)  $10,499  $6,175 
   
 
 
   
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
 
 
  
Common Stock
 
  
Additional
Paid-In
 
 
Retained
Earnings
 
 
Treasury
 
 
Accumulated
Other
Comprehensive
 
 
 
 
(In thousands of U.S. dollars, except share data)
  
Shares
 
  
Amount
 
  
Capital
 
 
(Deficit)
 
 
Stock
 
 
Income (Loss)
 
 
Total
 
Three Months Ended September 30, 2020:
  
   
  
   
  
   
 
   
 
   
 
   
 
   
Balance at June 30, 2020
   35,143,033   $443   $155,591  $(52,709)  $(107,649)  $10,499  $6,175 
Stock-based compensation
   —      —      2,226   —     —     —     2,226 
Exercise of stock options
   287,292    3    2,024   —     —     —     2,027 
Settlement of restricted stock units
   59,395    1    (1)   —     —     —     —   
Other comprehensive loss, net
   —      —      —     —     —     (5,086)   (5,086) 
Net income
   —      —      —     272,962   —     —     272,962 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at September 30, 2020
   35,489,720   $447   $159,840  $220,253  $(107,649)  $5,413  $278,304 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
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) 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
   
 
Common Stock
   
Additional

Paid-In

Capital
  
Retained

Earnings

(Deficit)
  
Treasury

Stock
  
Accumulated

Other

Comprehensive

Income (Loss)
  
Total
 
(In thousands of U.S. dollars, except share data)
  
Shares
  
Amount
 
Six Months Ended June 30, 2021:
                              
Balance at December 31, 2020
   35,783,347  $450   $163,010  $286,834  $(108,397)  $3,703  $345,600 
Stock-based compensation
   —     —      4,051   —     —     —     4,051 
Exchange of exchangeable senior notes
   10,144,131   101    83,639               83,740 
Exercise of stock options
   176,760   2    2,547   —     —     —     2,549 
Settlement of restricted stock units
   298,162   3    (3)   —     —     —     —   
Acquisition of treasury stock
   (51,455)   —      —     —     (1,010)   —     (1,010) 
Other comprehensive loss, net
   —     —      —     —     —     (4,628)   (4,628) 
Net loss
   —     —      —     (7,671)   —     —     (7,671) 
   
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at June 30, 2021
   46,350,945  $556   $253,244  $279,163  $(109,407)  $(925)  $422,631 
   
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Six Months Ended June 30, 2020:
                              
Balance at December 31, 2019
   34,800,312  $439   $152,404  $(58,131)  $(107,033)  $(2,660)  $(14,981) 
Stock-based compensation
   —     —      2,528   —     —     —     2,528 
Exercise of stock options
   88,351   1    662   —     —     —     663 
Settlement of restricted stock units
   308,364   3    (3)   —     —     —     —   
Acquisition of treasury stock
   (53,994)   —      —     —     (616)   —     (616) 
Other comprehensive income, net
   —     —      —     —     —     13,159   13,159 
Net income
   —     —      —     5,422   —     —     5,422 
   
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at June 30, 2020
   35,143,033  $443   $155,591  $(52,709)  $(107,649)  $10,499  $6,175 
   
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
 
  
Common Stock
 
  
Additional
Paid-In
 
 
Retained
Earnings
 
 
Treasury
 
 
Accumulated
Other
Comprehensive
 
 
Total
 
(In thousands of U.S. dollars, except share data)
  
Shares
 
 
Amount
 
  
Capital
 
 
(Deficit)
 
 
Stock
 
 
Income (Loss)
 
Nine Months Ended September 30, 2020:
  
   
 
   
  
   
 
   
 
   
 
   
 
   
Balance at December 31, 2019
   34,800,312  $439   $152,404  $(58,131)  $(107,033)  $(2,660)  $(14,981) 
Stock-based compensation
   —     —      4,754   —     —     —     4,754 
Exercise of stock options
   375,643   4    2,686   —     —     —     2,690 
Settlement of restricted stock units
   367,759   4    (4)   —     —     —     —   
Acquisition of treasury stock
   (53,994)   —      —     —     (616)   —     (616) 
Other comprehensive income, net
   —     —      —     —     —     8,073   8,073 
Net income
   —     —      —     278,384   —     —     278,384 
  
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at September 30, 2020
   35,489,720  $ 447   $159,840  $220,253  $(107,649)  $5,413  $278,304 
  
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
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) 
Stock-based compensation
   —     —      1,920   —     —     —     1,920 
Exercise of stock options
   153,967   1    1,037   —     —     —     1,038 
Settlement of restricted stock units
   169,592   2    (2)   —     —     —     —   
Acquisition of treasury stock
   (394,102)   —      —     —     (2,588)   —     (2,588) 
Other comprehensive income, net
   —     —      —     —     —     28,765   28,765 
Net loss
   —     —      —     (45,252)   —     —     (45,252) 
  
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at September 30, 2019
   34,370,689  $434   $145,555  $(81,557)  $(106,514)  $8,655  $(33,427) 
  
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
6
Table of Contents
MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
  
Nine Months Ended
   
Six Months Ended
 
  
September 30,

2020
 
September 30,

2019
   
June 30,
2021
 
June 30,
2020
 
  
(In thousands of 
U.S.
 dollars)
   
(In thousands of U.S. dollars)
 
Cash flows from operating activities
        
Net income (loss)
  $278,384  $ (45,252)   $(7,671)  $5,422 
Adjustments to reconcile net income (loss) to net cash provided by operating activities
        
Depreciation and amortization
   13,333   24,661    6,998   10,479 
Provision for severance benefits
   14,150   10,491    3,507   10,179 
Amortization of debt issuance costs and original issue discount
   1,824   1,712    261   1,205 
Loss on foreign currency, net
   6,609   50,512    13,353   26,397 
Restructuring and other charges
   490   470    3,295   141 
Provision for inventory reserves
   4,079   9,255    3,346   2,033 
Stock-based compensation
   4,754   1,920    4,051   2,528 
Loss on early extinguishment of long-term borrowings, net
   —     42 
Gain on sale of discontinued operations
   (287,117)   —   
Others, net
   85   61 
Other, net
   266   (111) 
Changes in operating assets and liabilities
        
Accounts receivable, net
   (16,583)   (32,812)    5,098   (438) 
Unbilled accounts receivable, net
   14,260   14,208    —     10,933 
Inventories
   1,390   (15,576)    (7,170)   (14,060) 
Other receivables
   6,111   (4,814)    (4,841)   67 
Other current assets
   9,143   6,356    8,623   4,747 
Accounts payable
   (5,156)   27,585    1,040   4,947 
Other accounts payable
   (8,034)   (10,074)    (2,287)   (5,898) 
Accrued expenses
   1,991   3,831    (3,980)   161 
Accrued income taxes
   12,546   (583)    (10,249)   349 
Other current liabilities
   2,243   (5,766)    (102)   871 
Other
non-current
liabilities
   2,868   808    (274)   1,238 
Payment of severance benefits
   (5,888)   (6,195)    (2,836)   (4,272) 
Others, net
   59   (821) 
Other, net
   (62)   147 
  
 
  
 
   
 
  
 
 
Net cash provided by operating activities
   51,541   30,019    10,366   57,065 
  
 
  
 
 
Cash flows from investing activities
        
Proceeds from settlement of hedge collateral
   8,029   12,625    972   5,855 
Payment of hedge collateral
   (7,841)   (17,024)    (585)   (7,841) 
Purchase of property, plant and equipment
   (16,353)   (16,693)    (4,866)   (8,842) 
Payment for intellectual property registration
   (664)   (907)    (288)   (473) 
Collection of guarantee deposits
   891   539    307   47 
Payment of guarantee deposits
   (611)   (1,330)    (4,960)   (571) 
Proceeds from sale of discontinued operations
   350,553   —   
Others, net
   26   225 
Other, net
   (130)   21 
  
 
  
 
   
 
  
 
 
Net cash provided by (used in) investing activities
   334,030   (22,565) 
  
 
  
 
 
Net cash used in investing activities
   (9,550)   (11,804) 
Cash flows from financing activities
        
Repurchase of long-term borrowings
   —     (1,175) 
Proceeds from exercise of stock options
   2,690   1,038    2,549   663 
Acquisition of treasury stock
   (1,021)   (2,588)    (1,653)   (1,021) 
Repayment of financing related to water treatment facility arrangement
   (402)   (415)    (288)   (267) 
Repayment of principal portion of finance lease liabilities
   (165)   (174)    (33)   (119) 
  
 
  
 
   
 
  
 
 
Net cash provided by (used in) financing activities
   1,102   (3,314)    575   (744) 
  
 
  
 
 
Effect of exchange rates on cash and cash equivalents
   3,781   (5,237)    (9,451)   (3,350) 
  
 
  
 
   
 
  
 
 
Net increase (decrease) in cash and cash equivalents
   390,454   (1,097)    (8,060)   41,167 
  
 
  
 
 
Cash and cash equivalents
        
Beginning of the period
   151,657   132,438    279,940   151,657 
  
 
  
 
   
 
  
 
 
End of the period
  $542,111  $ 131,341   $271,880  $192,824 
  
 
  
 
   
 
  
 
 
Supplemental cash flow information
        
Cash paid for interest
  $19,044  $19,071   $2,094  $9,522 
  
 
  
 
 
Cash paid for income taxes
  $2,573  $1,904   $11,227  $1,889 
  
 
  
 
 
Non-cash
investing activities
        
Property, plant and equipment additions in other accounts payable
  $3,865  $496   $3,632  $602 
  
 
  
 
 
Non-cash
financing activities
   
Exchange of exchangeable senior notes into common stock
  $83,740  $—  
The accompanying notes are an integral part of these consolidated financial statements.
 
7
Table of Contents
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
MagnaChipMagnachip 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.
On September 1, 2020 (the “Closing Date”), the Company completed the previously announced sale of the Company’s Foundry Services Group business and
its
fabrication facility located in Cheongju, Korea, known as “Fab 4” to Key Foundry Co., Ltd. (the “Buyer”), a Korean limited liability company and wholly owned subsidiary of Magnus Semiconductor, LLC, a Korean limited liability company (“Magnus”),corporation, in exchange for a purchase price equal to approximately $350.6 million which included a positive working capital
a
djustment of approximately $5.9 million,in cash, pursuant to the terms of a business transfer agreement (the “Business Transfer Agreement”) dated March 31, 2020 by and among the Company and Magnus (the “Business Transfer Agreement”Semiconductor, LLC, a Korean limited liability company (“Magnus”). The purchase price was paid in a combination of U.S. Dollars in the amount of $46.5 million and Korean Won in the amount of approximately KRW 360.6 billion. In addition to the purchase price, the Buyer assumed all severance liabilities relating to the transferred employees, which had a value of approximately $100 million. The Buyer is a wholly owned subsidiary of Magnus, which was established by Alchemist Capital Partners Korea Co., Ltd. and Credian Partners, Inc. On April 20, 2020, Magnus assigned, and the Buyer assumed, all rights and obligations of Magnus under the Business Transfer Agreement. This divestiture of the Foundry Services Group business and Fab 4 allowswas made in connection with the Company to strategicallyCompany’s strategic shift of its operational focus to its standard products business. The Foundry Services Group was historically a reportable segment. The Foundry Services Group business was 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.the three months ended March 31, 2020. Accordingly, commencing with the first quarter of 2020, the Company has one reportable segment:segment, its standard products business, together with transitional foundry services associated with its fabrication facility located in Gumi, Korea, known as “Fab 3,” that it expects to perform for the Buyer for a period of up to three years from the Closing Date (the “Transitional Fab 3 Foundry Services”).
The Company’s standard products business includes its Display Solutions and Power 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 (“
U.S.
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
(“ASC”) 270,
“Interim “Interim Reporting” and, accordingly, do not include all of the information and note disclosures required by
U.S.
GAAP for complete financial statements, except for the changes below. The results of operations for the three and ninesix months ended SeptemberJune 30, 20202021 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 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 Business Transfer Agreement, have been classified as assets and liabilities held for sale in the Company’s consolidated balance sheets, subject to adjustments set forth in the Business Transfer Agreement. See Note 2 “Discontinued Operations and Assets Held for Sale” for additional information. The consolidated statementsstatement of cash flows haveflow for the six months ended June 30, 2020 has not been adjusted to separately disclose the cash flowsflow related to discontinued operations, but the material items in the operating and investing activities of the cash flowsflow relating to discontinued operations arefor the same period is disclosed in Note 2.3. 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 toThe December 31, 2020 balance sheet data was derived from the Company’s significant accounting policies as of and for the three and nine months ended September 30, 2020, except for those related to discontinued operations and assets held for sale as described below, as compared to the significant accounting policies describedaudited financial statements, but does not include all disclosures required by U.S. GAAP. The interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form
10-K
for the fiscal year ended December 31, 2019.
2020.
8Recently Adopted Accounting Pronouncements
Table of Contents
Discontinued Operations and Assets Held for Sale
The Company reports the results of operations of a business as discontinued operations if a disposal represents a strategic shift that has or will have a major effect on the Company’s operations and financial results when the business is sold and classified as held for sale, in accordance with the criteria of
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 sell, and depreciation and amortization ceases on the date that the held for sale criteria are met. If the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized. Assets and liabilities related to discontinued operations classified as held for sale are segregated in the current and prior balance sheets in the period in which the business is classified as held for sale. The results of discontinued operations are reported in “Income from discontinued operations, net of tax” in the accompanying consolidated statements of operations for the current and prior periods commencing in the period in which the business meets the criteria.
Recent Accounting Pronouncements Not Yet Adopted
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards
Update (“ASU”)
No. 2019-12,
“Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU
2019-12”).
ASU
2019-12
removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted ASU
2019-12
is effective for fiscal years beginning after December 15, 2020,as of January 1, 2021, and interim periods within those fiscal years. The Company does not expect the adoption of ASU
2019-12
to have a material effect on the Company’s consolidated financial statements.
Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU
No. 2016-13,
“Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU
2016-13”).
ASU
2016-13
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 issued Accounting Standards Update
No. 2019-04,
“Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” (“ASU
2019-04”),
and in November 2019, the FASB issued Accounting Standards Update
No. 2019-11,
“Codification Improvements to Topic 326, Financial Instruments—Credit Losses” (“ASU
2019-11”)
to clarify and address certain items related to the amendments in ASU
2016-13.
In February 2020, the FASB issued Accounting Standards Update
No. 2020-02,
“Financial Instruments—Credit Losses (Topic 326)” (“ASU
2020-02”),
which 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
2019-04,
ASU
2019-11
and ASU
2020-02
as of January 1, 2020, and the adoption did not have a material impact on the Company’s consolidated financial statements.
In August 2018, the FASB issued Accounting Standards Update
No. 2018-13
“Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU
2018-13”).
ASU
2018-13
amends existing fair value measurement disclosure requirements by adding, changing, or removing certain disclosures. The Company adopted ASU
2018-13
as of January 1, 2020, and the adoption of ASU
2018-13
did not impact the Company’s consolidated financial statements.
9
8
Table of Contents
2. Merger Agreement
On March 25, 2021, the Company, South Dearborn Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), formed by an affiliate of Wise Road Capital LTD, and Michigan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, among other things, and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing its corporate existence under the General Corporation Law of the State of Delaware (the “DGCL”) as the surviving corporation in the Merger and becoming a wholly owned subsidiary of Parent.
Pursuant to the Merger Agreement, each share of the Company’s common stock, par value $0.01 per share (the “Common Stock”), issued and outstanding immediately before the effective time of the Merger (the “Effective Time”) (other than (a) shares of Common Stock owned by the Company or any of its wholly owned subsidiaries or by Parent or any of its subsidiaries immediately before the Effective Time (collectively,
 the
“Excluded Shares”) and (b) any shares of Common Stock for which the holder thereof (i) has not voted in favor of the Merger or consented to it in writing and (ii) has properly and validly exercised their statutory rights of appraisal in respect of such shares of Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Shares”)) will be cancelled and will cease to exist and will be automatically converted into the right to receive $29.00 in cash, without interest (the “Merger Consideration”), subject to applicable withholding taxes.
Consummation of the Merger is subject to certain customary closing conditions, including (i) approval of the Merger Agreement by our stockholders, (ii) the receipt of certain required or requested governmental approvals or authorizations (including from the Committee on Foreign Investment in the United States (“CFIUS”) and the Korean Ministry of Trade, Industry and Energy (“MOTIE”)), (iii) the absence of any order or law issued, enacted or deemed applicable by certain governmental authorities specified in the Merger Agreement that makes consummation of the Merger illegal and that remains in effect (a “Prohibitive Order”), (iv) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) and (v) other customary closing conditions, including the accuracy of each party’s representations and warranties, and each party’s compliance with its obligations under the Merger Agreement (subject in the case of this clause (v) to certain materiality qualifiers).
The Merger Agreement contains termination rights for each of the Company and Parent, including if (i) the consummation of the Merger does not occur by 11:59 p.m. (New York time) on September 25, 2021 (subject to extension to December 25, 2021 and again to March 25, 2022 at the option of either party if certain regulatory approvals or authorizations have not been obtained by such date or certain governmental authorities specified in the Merger Agreement have issued, enacted or deemed applicable a Prohibitive Order), (ii) the Requisite Company Vote is not obtained, (iii) any of certain governmental authorities specified in the Merger Agreement issues, enacts or deems applicable after the date of the Merger Agreement a Prohibitive Order that has become final and
non-appealable,
or (iv) the other party has breached the Merger Agreement, which breach would give rise to a failure, or has materially contributed to the failure, of certain conditions to the
non-breaching
party’s obligations to close (subject to a cure period). Additionally, each of the Company and Parent may terminate the Merger Agreement in certain other circumstances.
For the three and six months ended June 30, 2021, the Company incurred $2,459 thousand and $12,290 thousand, respectively, of professional fees and certain transaction
related-expenses
incurred in connection with the Merger, which were recognized in other charges in the consolidated statements of operations.
The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to the Company’s Current Report on Form
8-K
filed on March 29, 2021.
9
Table of Contents
2.3. Discontinued Operations and Assets Held for Sale
On September 1, 2020, the Company completed the sale of the Company’s Foundry Services Group business and Fab 4. As a result of the sale of the Foundry Services Group business and Fab 4, the Company recorded a gain of $287,117 
thousand and all operations from the Foundry Services Group business and Fab 4 were classified as discontinued operations for all periods presented.the three and six months ended June 30, 2020. Following the consummation of the sale, and for up to three years, the Company is expected to provide
the Transitional Fab 3 Foundry Services at an agreed upon cost plus
mark-up. Accounts receivable
For the periods prior to the Closing Date, revenue from providing the Transitional Fab 3 Foundry Services to the Foundry Services Group is recorded at cost on both of the continuing and discontinued businesses for comparative purposes. Cash inflows to the Company from the Buyer related to providing the Transitional Fab 3 Foundry Services to the Buyer waswere
$2,484 
11,166 thousand as of September 30, 2020 and there was no related cash inflow$24,790 thousand for the three and ninesix months ended SeptemberJune 30, 2020.
2021, respectively.
The following table summarizes the results from discontinued operations, net of tax, for the three and ninesix months ended SeptemberJune 30, 2020 and 2019.2020.
 
  
Three Months Ended
   
Nine Months Ended
   
Three Months Ended
   
Six Months Ended
 
  
September 30,

2020
   
September 30,

2019
   
September 30,

2020
   
September 30,

2019
   
June 30,
2020
   
June 30,
2020
 
  
(In thousands of 
U.S.
 dollars, except share data)
   
(In thousands of U.S. dollars)
 
Revenues:
              
Net sales – Foundry Services Group
  $72,674   $ 90,404   $ 254,732   $ 220,659   $95,779   $182,058 
Net sales – transitional Fab 3 foundry services
   (6,277)    (9,894)    (25,887)    (25,776)    (9,873)    (19,610) 
  
 
   
 
   
 
   
 
   
 
   
 
 
Total revenues
   66,397    80,510    228,845    194,883    85,906    162,448 
Cost of sales:
              
Cost of sales – Foundry Services Group
   52,420    64,793    182,872    179,152    64,869    130,452 
Cost of sales – transitional Fab 3 foundry services
   (6,277)    (9,894)    (25,887)    (25,776)    (9,873)    (19,610) 
  
 
   
 
   
 
   
 
   
 
   
 
 
Total cost of sales
   46,143    54,899    156,985    153,376    54,996    110,842 
  
 
   
 
   
 
   
 
   
 
   
 
 
Gross profit
   20,254    25,611    71,860    41,507    30,910    51,606 
Operating expenses:
              
Selling, general and administrative expenses
   4,068    6,126    14,704    18,040    4,992    10,636 
Research and development expenses
   5,166    7,135    19,484    22,326    6,915    14,318 
Restructuring and other charges
   7,870    763    10,574    4,787    589    2,704 
  
 
   
 
   
 
   
 
   
 
   
 
 
Total operating expenses
   17,104    14,024    44,762    45,153    12,496    27,658 
  
 
   
 
   
 
   
 
   
 
   
 
 
Operating income (loss) from discontinued operations
   3,150    11,587    27,098    (3,646) 
  
 
   
 
   
 
   
 
 
Operating income from discontinued operations
   18,414    23,948 
Foreign currency gain (loss), net
   (797)    780    1,277    2,533    (23)    2,074 
Others, net
   18    (10)    66    (59)    (59)    48 
  
 
   
 
   
 
   
 
   
 
   
 
 
Income (loss) from discontinued operations before income tax expense
   2,371    12,357    28,441    (1,172) 
Income tax expense (benefit)
   14,173    (280)    15,517    (209) 
Gain on sale of discontinued operations
   287,117    —      287,117    —   
Income from discontinued operations before income tax expense
   18,332    26,070 
Income tax expense
   935    1,344 
  
 
   
 
   
 
   
 
   
 
   
 
 
Transaction costs
  
(10,814
)
  
—
 
 
   
(10,814
)
  
— 
 
 
Income (loss) from discontinued operations, net of tax
   264,501    12,637    289,227    (963) 
Income from discontinued operations, net of tax
  $17,397   $24,726 
  
 
   
 
   
 
   
 
   
 
   
 
 
For the three and six months ended SeptemberJune 30, 2020, and 2019, the Company recorded $7,870$589 thousand and $763 thousand, respectively, and for the nine months ended September 30, 2020 and 2019, the Company recorded $10,574 thousand and $2,636 $2,704 
thousand, respectively, in professional fees and transaction related expenses incurred in connection with the sale of the Foundry Services Group business and Fab 4, and recorded such costs as restructuring and other charges in the above. For the nine months ended September 30, 2019, the Company also recorded in the same line a $2,151 thousand restructuring-related charge to its fab employees.abov
e
10
.
Table of Contents
The following table provides a reconciliation of the aggregate carrying amounts of major classes of assets and liabilities relating to the Foundry Services Group business and Fab 4, w
h
ich are included in assets and liabilities held for sale as of December 31, 2019 in the accompanying consolidated balance sheet:
   
December 31,

2019
 
   
(In thousands of 
U.S.
 dollars)
 
Assets
  
Current assets
  
Accounts receivable, net
  $48,194 
Unbilled accounts receivable
   16,463 
Inventories, net
   31,863 
Other current assets
   3,301 
  
 
 
 
Total current assets held for sal
e
  $99,821 
  
 
 
 
Property, plant and equipment, net
   109,506 
Intangible assets, net
   1,245 
Other
non-current
assets
   12,683 
  
 
 
 
Total assets held for sale
  $223,255 
  
 
 
 
Liabilities
  
Current liabilities
  
Accounts payable
  $20,503 
Other current liabilities
   16,537 
  
 
 
 
Total current liabilities held for sale
  $37,040 
  
 
 
 
Accrued severance benefits, net
   95,547 
Other
non-current
liabilities
   15,334 
  
 
 
 
Total liabilities held for sale
  $147,921 
  
 
 
 
The following table provides supplemental cash flows information related to discontinued operations:
 
   
Nine Months Ended
 
   
September 30,

2020
   
September 30,

2019
 
   
(In thousands of 
U.S.
 dollars)
 
Significant
non-cash
operating activities:
    
Depreciation and amortization
  $5,365   $16,958 
Provision for severance benefits
   8,209    5,997 
Stock-based compensation
   388    259 
Investing activities:
    
Capital expenditures
  $(5,838)   $(9,174) 
   
Six Months Ended
 
   
June 30,
2020
 
   
(In thousands of U.S. dollars)
 
Significant
non-cash
operating activities:
     
Depreciation and amortization
  $5,365 
Provision for severance benefits
   6,405 
Stock-based compensation
   263 
Investing activities:
     
Capital expenditures
  $(4,415) 
11
10
Table of Contents
3. Sales of Accounts Receivable and Receivable Discount Program
The Company
is party to
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. There was 0 sale of accounts
receivable
for the nine months ended September 30, 2020. For the nine months ended September 30, 2019, the proceeds from the sales of these accounts
receivable
totaled $14,474 thousand and these sales resulted in
pre-tax
losses of $45 thousand, 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.
4. Inventories
Inventories as of SeptemberJune 30, 20202021 and December 31, 20192020 consist of the following (in thousands):
 
  
September 30,

2020
   
December 31,

2019
   
June 30,
2021
   
December 31,
2020
 
Finished goods
  $5,030   $10,087   $7,829   $6,425 
Semi-finished goods and
work-in-process
   28,919    28,815    32,524    30,968 
Raw materials
   5,743    8,449    8,524    6,526 
Materials
in-transit
   444    —      593    1,021 
Less: inventory reserve
   (6,505)    (5,947)    (8,101)    (5,901) 
  
 
   
 
   
 
   
 
 
Inventories, net
  $33,631   $41,404   $41,369   $39,039 
  
 
   
 
   
 
   
 
 
Changes in inventory reserve for the three and ninesix months ended SeptemberJune 30, 20202021 and 20192020 are as follows (in thousands):
 
  
Three Months

Ended
   
Nine Months

Ended
   
Three Months

Ended
   
Nine Months

Ended
   
Three Months
Ended
   
Six Months
Ended
   
Three Months
Ended
   
Six Months
Ended
 
  
September 30, 2020
   
September 30, 2019
   
June 30, 2021
   
June 30, 2020
 
Beginning balance
  $(5,307)   $(5,947)   $(11,782)   $(4,845)   $(6,281)   $(5,901)   $(4,807)   $(5,947) 
Change in reserve
                    
Inventory reserve charged to costs of sales
   (3,472)    (6,541)    (1,298)    (10,745)    (3,186)    (5,350)    (1,794)    (3,069) 
Sale of previously reserved inventory
   1,578    3,231    914    1,880    1,343    1,977    747    1,653 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
   (1,894)    (3,310)    (384)    (8,865)    (1,843)    (3,373)    (1,047)    (1,416) 
Write off
   835    1,976    377    1,593    28    930    642    1,141 
Translation adjustments
   (139)    82    461    789    (5)    243    (95)    221 
Reclassified to assets held for sale
   0      694    —      —      —      —      —      694 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Ending balance
  $(6,505)   $(6,505)   $(11,328)   $(11,328)   $(8,101)   $(8,101)   $(5,307)   $(5,307) 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
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.
 
12
11
Table of Contents
5. Property, Plant and Equipment
Property, plant and equipment as of SeptemberJune 30, 20202021 and December 31, 20192020 are comprised of the following (in thousands):
 
  
September 30,

2020
   
December 31,

2019
   
June 30,
2021
   
December 31,
2020
 
Buildings and related structures
  $22,580   $22,502   $24,184   $24,882 
Machinery and equipment
   90,136    89,453    104,875    106,244 
Finance lease
right-of-use
assets
   319    323    331    344 
Others
   31,802    22,242    44,277    40,116 
  
 
   
 
   
 
   
 
 
   144,837    134,520    173,667    171,586 
Less: accumulated depreciation
   (81,409)    (75,704)    (93,549)    (90,370) 
Land
   14,061    14,252    14,603    15,167 
  
 
   
 
   
 
   
 
 
Property, plant and equipment, net
  $77,489   $73,068   $94,721   $96,383 
  
 
   
 
   
 
   
 
 
Aggregate depreciation expenses totaled $7,473$6,626 thousand and $7,267$4,794 thousand for the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively.
6. Intangible Assets
Intangible assets as of SeptemberJune 30, 20202021 and December 31, 20192020 are comprised of the following (in thousands):
 
   
September 30, 2020
 
   
Gross

amount
   
Accumulated

amortization
   
Net

amount
 
Technology
  $6,487   $(6,487)   $—  
Customer relationships
   10,044    (10,044)    —   
Intellectual property assets
   8,760    (5,883)    2,877 
  
 
 
   
 
 
   
 
 
 
Intangible assets, net
  $25,291   $(22,414)   $2,877 
  
 
 
   
 
 
   
 
 
 
   
June 30, 2021
 
   
Gross
amount
   
Accumulated
amortization
   
Net
amount
 
Intellectual property assets
  $9,425   $(6,884)   $2,541 
   
 
 
   
 
 
   
 
 
 
Intangible assets
  $9,425   $(6,884)   $2,541 
   
 
 
   
 
 
   
 
 
 
 
   
December 31, 2019
 
   
Gross

amount
   
Accumulated

amortization
   
Net

amount
 
Technology
  $6,575   $(6,575)   $—  
Customer relationships
   10,180    (10,180)    —   
Intellectual property assets
   8,637    (5,868)    2,769 
  
 
 
   
 
 
   
 
 
 
Intangible assets, net
  $25,392   $(22,623)   $2,769 
  
 
 
   
 
 
   
 
 
 
   
December 31, 2020
 
   
Gross
amount
   
Accumulated
amortization
   
Net
amount
 
Intellectual property assets
  $9,486   $(6,759)   $2,727 
   
 
 
   
 
 
   
 
 
 
Intangible assets
  $9,486   $(6,759)   $2,727 
   
 
 
   
 
 
   
 
 
 
Aggregate amortization expenses for intangible assets totaled $495$372 thousand and $436 $320 
thousand for the ninesix months ended SeptemberJune 30, 20202021 and 2019, respectively.2020,
respectively.
13
12
Table of Contents
7. Leases
The Company has operating and finance leases for buildings and other assets such as vehicles and office equipment. The Company’s leases have remaining lease terms ranging from 1 year to 35 years.
The tables below present financial information related to the Company’s 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
t
o the Company’s leases
Supplemental balance sheets information related to leases as of SeptemberJune 30, 20202021 and December 31, 20192020 are as follows (in thousands):
 
Leases
  
Classification
   
September 30,
2020
   
December 31,

2019
   
Classification
  
June 30,
2021
   
December 31,
2020
 
Assets
               
Operating lease
   
Operating lease right-of-use assets
   $2,032   $1,876   
Operating lease right-of-use assets
  $4,520   $4,632 
Finance lease
   Property, plant and equipment, net    207    258   
Property, plant and equipment, net
   165    206 
    
 
   
 
      
 
   
 
 
Total lease assets
    $2,239   $2,134      $4,685   $4,838 
    
 
   
 
      
 
   
 
 
Liabilities
               
Current
               
Operating
   Operating lease liabilities   $1,390   $1,625   
Operating lease liabilities
  $2,181   $2,210 
Finance
   Other current liabilities    62    60   
Other current liabilities
   69    68 
Non-current
               
Operating
   Other
non-current
liabilities		    642    251   
Non-current
operating lease liabilities
   2,338    2,422 
Finance
   Other
non-current
liabilities		    158    208   
Other
non-current
liabilities
   112    153 
    
 
   
 
      
 
   
 
 
Total lease liabilities
    $2,252   $2,144      $4,700   $4,853 
    
 
   
 
      
 
   
 
 
The following table presents the weighted average remaining lease term and discount rate:
 
  
September 30,

2020
 
December 31,

2019
   
June 30,
2021
 
December 31,
2020
 
Weighted average remaining lease term
        
Operating leases
   1.4 years   1.1 years    2.9 years   3.0 years 
Finance leases
   3.3 years   4.0 years    2.5 years   3.0 years 
Weighted average discount rate
        
Operating leases
   6.82%   7.19%    4.71%   5.55% 
Finance leases
   7.75%   7.75%    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
   
Six Months Ended
 
  
September 30,

2020
   
September 30,

2019
   
September 30,

2020
   
September 30,

2019
   
June 30,
2021
   
June 30,
2020
   
June 30,
2021
   
June 30,
2020
 
Operating lease cost
 $480   $483   $1,409   $1,509   $727   $461   $1,407   $929 
Finance lease cost
                    
Amortization of
right-of-use
assets
   16    15    47    48    16    15    33    31 
Interest on lease liabilities
   4    5    13    17    3    4    7    9 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Total lease cost
  $500   $503   $1,469   $1,574   $746   $480   $1,447   $969 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
The above table does not include an immaterial cost of short-term leases for the three and ninesix months ended SeptemberJune 30, 20202021 and 2019.2020.
 
1413
Table of Contents
Other lease information is as follows (in thousands):
 
  
Three Months Ended
   
Nine Months Ended
   
Three Months Ended
   
Six Months Ended
 
  
September 30,

2020
   
September 30,

2019
   
September 30,

2020
   
September 30,

2019
   
June 30,
2021
   
June 30,
2020
   
June 30,
2021
   
June 30,
2020
 
Cash paid for amounts included in the measurement of lease liabilities
                    
Operating cash flows from operating leases
  $480   $483   $1,409   $1,509   $727   $461   $1,407   $929 
Operating cash flows from finance leases
   4    5    13    17    3    4    7    9 
Financing cash flows from finance leases
   15    13    43    41    17    14    33    28 
The aggregate future lease payments for operating and finance leases as of SeptemberJune 30, 20202021 are as follows (in thousands):
 
  
Operating

Leases
   
Finance

Leases
   
Operating
Leases
   
Finance
Leases
 
2020
  $358   $19 
2021
   1,459    77 
Remainder of 2021
  $1,409   $40 
2022
   308    77    1,574    79 
2023
   16    77    837    80 
Thereafter
   —      —   
2024
   601    0   
2025
   414    0   
  
 
   
 
   
 
   
 
 
Total future lease payments
   2,141    250    4,835    199 
Less: Imputed interest
   (109)    (30)    (316)    (18) 
  
 
   
 
   
 
   
 
 
Present value of future payments
  $2,032   $220   $4,519   $181 
  
 
   
 
   
 
   
 
 
8. Accrued Expenses
Accrued expenses as of SeptemberJune 30, 20202021 and December 31, 20192020 are comprised of the following (in thousands):
 
  
September 30,

2020
   
December 31,

2019
   
June 30,
2021
   
December 31,
2020
 
Payroll, benefits and related taxes, excluding severance benefits
  $9,743   $8,493   $8,259   $10,296 
Withholding tax attributable to intercompany interest income
   25,206    23,371    1,144    28 
Interest on senior notes
   3,444    8,205    —      1,396 
Outside service fees
   685    1,996    1,179    755 
Restructuring and others
   1,611    2,658 
Others
   2,552    2,734    827    1,108 
  
 
   
 
   
 
   
 
 
Accrued expenses
  $41,630   $44,799   $13,020   $16,241 
  
 
   
 
   
 
   
 
 
 
151
4
Table of Contents
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. dollar denominated revenues.
Details of the zero cost collar contracts as of June 30, 2021 are as follows (in thousands):
Date of transaction
  
Total notional amount
   
Month of settlement
December 15, 2020
  $30,000   July 2021 to December 2021
February 26, 2021
  $18,000   July 2021 to December 2021
May 13, 2021
  $39,000   January 2022 to September 2022
Details of derivativethe zero cost collar contracts as of September 30,December 31, 2020 are as follows (in thousands):
 
Date of transaction
  
Type of derivative
   
Total notional amount
   
Month of settlement
December 4, 2019
  Zero cost collar   $15,000   October 2020 to
 
December 2020
January 31, 2020
   Zero cost collar   $15,000   October 2020 to December 2020
February 3, 2020
   Zero cost collar   $9,000   October 2020 to December 2020
February 21, 2020
   Zero cost collar   $15,000   October 2020 to December 2020
July 13, 2020
   Zero cost collar   $30,000   January 2021 to June 2021
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
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
 
 
 
 
 
Date of transaction
  
Total notional amount
   
Month of settlement
July 13, 2020
  $30,000   January 2021 to June 2021
December 15, 2020
  $30,000   July 2021 to December 2021
December 18, 2020
  $18,000   March 2021 to June 2021
The zero cost collar 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.contract
s
.
The fair values of the Company’s outstanding zero cost collar contracts recorded as assets and liabilities as of SeptemberJune 30, 20202021 and December 31, 20192020 are as follows (in thousands):
 
Derivatives designated as hedging instruments:
      
September 30,

2020
   
December 31,

2019
      
June 30,
2021
   
December 31,
2020
 
Asset Derivatives:
               
Zero cost collars
   Other current assets   $262   $1,456   Other current assets  $—     $2,036 
Liability Derivatives:
               
Zero cost collars
   Other current liabilities   $33   $—    Other current liabilities  $846   $195 
Zero cost collars
  Other
non-current
liabilities		  $66   $—   
Offsetting of derivative liabilities as of June 30, 2021 is as follows (in thousands):
As of June 30, 2021
  
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
  $912   $0     $912   $0     $ (580) $332 
Offsetting of derivative assets and liabilities as of September 30,December 31, 2020 is as follows (in thousands):
 
As of September 30, 2020
  
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
  $262   $0   $262   $0   $0   $262 
Liability Derivatives:
                              
Zero cost collars
  $33   $0   $33   $0   $0   $33 
Offsetting of derivative assets as of December 31, 2019 is as follows (in thousands):
                                                                                                                                                 
As of December 31, 2020
  
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
  $2,036   $0     $2,036   $0     $0     $2,036 
Liability Derivatives:
                              
Zero cost collars
  $195   $0     $195   $0     $0     $195 
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
 
  
Financial

instruments
   
Cash collateral

pledged
 
Asset Derivatives:
            
Zero cost collars
  $1,456   $
 —
 
  
$1,456   $
 —
 
  
$1,070   $2,526 
16
15
Table of Contents
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 and nine months ended SeptemberJune 30, 20202021 and 2019 and net2020. Net sales of discontinued operationoperations for the three months ended June 30, 2020 are included in the below table (in thousands):
 
Derivatives in ASC
815 Cash Flow Hedging
Relationships
  
Amount of Gain (Loss)

Recognized in

AOCI on

Derivatives
 
Location/Amount of Loss

Reclassified from AOCI

Into Statement of Operations
 
Location/Amount of Gain (Loss)

Recognized in

Statement of Operations on Derivatives
   
Amount of Income
Recognized in
AOCI on
Derivatives
   
Location/Amount of Gain 
(Loss)
Reclassified from AOCI
Into Statement of Operations
 
Location/Amount of Gain (Loss)
Recognized in
Statement of Operations on Derivatives
 
  
Three Months Ended

September 30,
     
Three Months Ended

September 30,
     
Three Months Ended

September 30,
   
Three Months Ended
June 30,
       
Three Months Ended
June 30,
     
Three Months Ended
June 30,
 
  
2020
   
2019
     
2020
 
2019
     
2020
   
2019
   
2021
   
2020
       
2021
   
2020
     
2021
 
2020
 
Zero cost collars
  $1,390   $(2,803)��  Net sales   $(41)  $(1,600)   Other income, net   $50   $(33)   $432   $2,204    Net sales   $475   $(193)   Other income, net   $(58)  $55 
  
 
   
 
      
 
   
 
     
 
  
 
 
  $432   $2,204      $475   $(193)     $(58)  $55 
  
 
   
 
      
 
   
 
     
 
  
 
 
The following table summarizes the impact of derivative instruments on the consolidated statements of operations for the six months ended June 30, 2021 and 2020. Net sales of discontinued operations for the six months ended June 30, 2020 are included in the below table (in thousands):
 
Derivatives in ASC
815 Cash Flow Hedging
Relationships
  
Amount of Loss

Recognized in

AOCI on

Derivatives
 
Location/Amount of Loss

Reclassified from AOCI

Into Statement of Operations
 
Location/Amount of Gain (Loss)

Recognized in

Statement of Operations on Derivatives
   
Amount of Loss
Recognized in
AOCI on
Derivatives
 
Location/Amount of Gain
(Loss)
Reclassified from AOCI
Into Statement of Operations
 
Location/Amount of Gain (Loss)
Recognized in
Statement of Operations on Derivatives
 
  
Nine Months Ended

September 30,
     
Nine Months Ended

September 30,
     
Nine Months Ended

September 30,
   
Six Months Ended
June 30,
     
Six Months Ended
June 30,
     
Six Months Ended
June 30,
 
  
2020
 
2019
     
2020
 
2019
     
2020
   
2019
   
2021
 
2020
     
2021
   
2020
     
2021
 
2020
 
Zero cost collars
  $(1,410)  $(3,905)  Net sales   $(292)  $(1,803)  Other income, net   $222   $(44)   $(1,693)  $(2,800)   Net sales   $986   $(251)   Other income, net   $(144)  $172 
Forwards
  $—   $(1,798)  Net sales   $—   $(1,750)  Other income, net   $—    $(125) 
  
 
  
 
    
 
  
 
    
 
   
 
   
 
  
 
     
 
   
 
     
 
  
 
 
  $(1,410)  $(5,703)    $(292)  $(3,553)    $222   $(169)   $(1,693)  $(2,800)     $986   $(251)     $(144)  $172 
  
 
  
 
    
 
  
 
    
 
   
 
   
 
  
 
     
 
   
 
     
 
  
 
 
As of SeptemberJune 30, 2020,2021, the amount expected to be reclassified from accumulated other comprehensive incomeloss into incomeloss within the next twelve12 months is $427$1,045 thousand.
The Company set aside $9,650 thousand and $8,750 thousand of cash deposits to the counterparties, Nomura Financial Investment (Korea) Co., Ltd. (“NFIK”) and, Deutsche Bank AG, Seoul Branch (“DB”) and Standard Chartered Bank Korea Limited (“SC”), as required for the zero cost collar contracts outstanding as of September 30, 2020 and December 31, 2019, respectively.contracts. These cash deposits are recorded as hedge collateral on the consolidated balance sheets. Cash deposits as of June 30, 2021 and December 31, 2020 are as follows (in thousands):
Counterparties
  
June 30,
2021
   
December 31,
2020
 
NFIK
  $3,250   $3,250 
DB
   0      1,000 
SC
   1,000    1,000 
   
 
 
   
 
 
 
Total
  $4,250   $5,250 
   
 
 
   
 
 
 
The Company is required to deposit additional cash collateral with NFIK and DB for any exposure in excess of $500 
thousand, and 0 such cash collateral was required as of September 30, 2020. As of December 31, 2019, $1,070$
580 thousand of additional cash collateral werewas required and recorded as hedge collateral on the consolidated balance sheet.sheets as of June 30, 2021. There was 0 such cash collateral required as of December 31, 2020.
These forward and zero cost collar contracts may be terminated by the counterpartycounterparties in a number of circumstances, including if the Company’s borrowingcredit rating falls below
B-/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.obtained.
17
16
Table of Contents
10. Fair Value Measurements
Fair Value of Financial Instruments
As of SeptemberJune 30, 2021, 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
June 30, 2021
   
Fair Value
Measurement
June 30, 2021
   
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)
  $846   $846    —     $846    —   
Derivative liabilities (other
non-current
liabilities)
  $66   $66    —     $66    —   
As of December 31, 2020, 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, 2020
   
Fair Value

Measurement

September 30, 2020
   
Quoted Prices in

Active Markets

for Identical

Asset
 /

Liability (Level 1)
   
Significant

Other

Observable

Inputs

(Level 2)
   
Significant

Unobservable

Inputs

(Level 3)
 
Assets:
          
Derivative assets (other current assets)
  $ 262   $262    —     $262    —   
Liabilities:
          
Derivative liabilities (other current liabilities)
  $33   $33    —     $33    —   
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)
   
Carrying Value
December 31, 2020
   
Fair Value
Measurement
December 31, 2020
   
Quoted Prices in
Active Markets
for Identical
Asset /
Liability (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    —     $2,036   $2,036    —     $2,036    —   
Liabilities:
               
Derivative liabilities (other current liabilities)
  $195   $195    —     $195    —   
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 Borrowings
 
  
September 30, 2020
   
December 31, 2019
   
December 31, 2020
 
  
Carrying

Value
   
Fair

Value
   
Carrying

Value
   
Fair

Value
   
Carrying
Value
   
Fair
Value
 
  
(In thousands of
U.S.
dollars)
    
(In thousands of 
U.S.
dollars
)
 
Borrowings:
                
5.0% Exchangeable Senior Notes due March 2021 (Level 2)
  $83,088   $126,643   $81,959   $116,078   $83,479   $145,466 
6.625% Senior Notes due July 2021 (Level 2)
  $223,479   $224,250   $222,784   $224,250 
On January 17, 2017, the Company’s wholly-ownedwholly 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 Exchangeable Notes matured on March 1, 2021, unless they were earlier repurchased or converted. The Company estimatesestimated 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 11, “Borrowings.”
On July 18, 2013, the Company issued 6.625% 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 11, “Borrowings” and Note 19, “Subsequent Events.”
18
Table of Contents
Fair Values Measured on a
Non-recurring
Basis
The Company’s
non-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 SeptemberJune 30, 20202021 and 2019,2020 the Company did 0t have any assets or liabilities
measured at fair value on a
non-recurring
basis.
17
Table of Contents
11. Borrowings
BorrowingsThere were no borrowings outstanding as of SeptemberJune 30, 2020 and2021. As of December 31, 2019 are as follows2020, the following table represents the Company’s borrowings (in thousands):
 
  
December 31,
 
  
September 30,

2020
   
December 31,

2019
   
2020
 
5.0% Exchangeable Senior Notes due March 2021
  $83,740   $83,740   $83,740 
6.625% Senior Notes due July 2021
   224,250    224,250 
Less: unamortized discount and debt issuance costs
   (1,423)    (3,247)    (261) 
  
 
   
 
   
 
 
Total borrowings, net
   306,567    304,743    83,479 
Less: current portion of long-term borrowings, net
   306,567    —      83,479 
  
 
   
 
   
 
 
Long-term borrowings, net
  $0    $304,743   $0   
  
 
   
 
   
 
 
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 accruesaccrue
d
 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 maturematured on March 1, 2021, unless they were earlier repurchased or converted. Holders mayhad the right to 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.
19
Table of Contents
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 ninesix months ended SeptemberJune 30, 2020 were $1,429 thousand and $4,720 thousand, respectively.2021 was $958 thousand. Interest expense related to the Exchangeable Notes for the three and ninesix months ended SeptemberJune 30, 20192020 were $1,404$1,425 thousand and $4,206$2,841 thousand, respectively.
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 borrowings, net in the consolidated statements of operations for the year ended December 31, 2019. 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,
Prior to the Company repurchased a principal amount equal to $920 thousandMarch 1, 2021 maturity of the Exchangeable Notes, in the open market, resulting in a lossholders elected to exchange all outstanding Exchangeable Notes for an aggregate of $63 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, 2019.
10,144,131
6.625% Senior Notes
On July 18, 2013,shares of the Company’s common stock in satisfaction in full of the outstanding obligations under the Exchangeable Notes. Upon exchange, the Company issueddelivered for each $1,000 principal amount of
exchanged
Exchangeable Notes a $225,000,000 aggregatenumber of shares equal to the exchange rate of 121.1387 shares of common stock per $1,000 principal amount of the 2021Exchangeable Notes, at awhich was equivalent to an exchange price of 99.5%. Interest onapproximately $8.26 per share of common stock. In connection with the exchanges, the fractional shares were paid in cash. Following March 1, 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 2021does not have any Exchangeable 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, 2020 were $3,951 thousand and $11,838 thousand, respectively. Interest expenses related to the 2021 Notes for the three and nine months ended September 30, 2019 were $3,935 thousand and $11,794 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 year ended December 31,
2019. On October 2, 2020, the Company redeemed all of the outstanding 2021 Notes. For a further discussion of such redemption, see Note 19, “Subsequent Events.”
outstanding.
20
18
Table of Contents
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 SeptemberJune 30, 2020,2021, 98% of all employees of the Company were eligible for severance benefit
s
.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
 
Six Months Ended
 
Three Months Ended
 
Six Months Ended
 
  
September 30, 2020
   
September 30, 2019
  
June 30, 2021
 
June 30, 2020
 
Beginning balance
  $51,785   $53,344   $53,202   $55,691  $52,553  $54,452  $50,610  $53,344 
Provisions
   2,167    5,941    1,851    4,494   1,736   3,507   1,755   3,774 
Severance payments
   (1,295)    (4,749)    (1,017)    (4,312)   (1,343)   (2,836)   (1,502)   (3,454) 
Translation adjustments
   1,204    (675)    (2,180)    (4,017)   159   (2,018)   922   (1,879) 
  
 
   
 
   
 
   
 
  
 
  
 
  
 
  
 
 
   53,861    53,861    51,856    51,856   53,105   53,105   51,785   51,785 
Less: Cumulative contributions to severance insurance deposit accounts
   (1,616)    (1,616)    (1,357)    (1,357)   (13,316)   (13,316)   (1,570)   (1,570) 
The National Pension Fund
   (73)    (73)    (80)    (80)   (59)   (59)   (73)   (73) 
Group severance insurance plan
   (219)    (219)    (227)    (227)   (210)   (210)   (215)   (215) 
  
 
   
 
   
 
   
 
  
 
  
 
  
 
  
 
 
Accrued severance benefits, net
  $ 51,953   $ 51,953   $ 50,192   $ 50,192  $39,520  $39,520  $49,927  $49,927 
  
 
   
 
   
 
   
 
  
 
  
 
  
 
  
 
 
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.
InBeginning in July 2018, the Company began contributingcontributes 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. 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 its
non-executive
employees upon their normal retirement age (in thousands):
 
  
Severance benefit
   
Severance benefit
 
Remainder of 2020  $387 
2021   386 
Remainder of 2021
  $78 
2022   743    258 
2023   605    651 
2024   1,074    932 
2025   2,157    2,051 
2026 – 2030   19,644 
2026
   2,356 
2027 – 2031
   19,643 
The above amounts were determined based on the
non-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 to
non-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.
21
19
Table of Contents
13. Foreign Currency Gain (Loss), Net
Net foreign currency gain or loss includes
non-cash
translation gain or loss associated with intercompany balances. A substantial portion of the Company’s net foreign currency gain or loss is
non-cash
translation gain or loss associated with intercompany long-term loans to the Company’s Korean subsidiary. The loans are denominated in
U.S.
dollars and are affected by changes in the exchange rate between the Korean won and the
U.S.
dollar. As of SeptemberJune 30, 20202021 and December 31, 2019,2020, the outstanding intercompany loan balances including accrued interest between the Korean subsidiary and the Dutch subsidiary were $445,991$387,486 thousand and $686,485$378,852 thousand, respectively. The Korean won to
U.S.
dollar exchange rates were 1,173.5:1,130.0:1 and 1,157.8:1,088.0:1 using the first base rate as of SeptemberJune 30, 20202021 and December 31, 2019,2020, respectively, as quoted by the KEB Hana Bank.
14
.
Income Taxes
The Company and its subsidiaries file income tax returns in Korea, Japan, Taiwan, the
U.S.
and in various other jurisdictions. The Company is subject to income- income
or
non-income tax
tax examinations by tax authorities of these jurisdictions for all open tax years.
Income from continuing operations before income tax expense for the three months ended September 30, 2020 was $7,316 thousand and loss from continuing operations before income tax expense for the three months ended September 30, 2019 was $12,510 thousand. For the three months ended September 30,
2020, the Company recorded an income tax benefit on continuing operations of $1,145 thousand, primarily attributable to the foreign translation loss realized by the Company’s Korean subsidiary upon the repayment of a part of its intercompany loans by the Dutch subsidiary to fund the redemption of the 2021 Notes.
For the three and six months ended SeptemberJune 30, 2019,
2021, the Company recorded an income tax expense onfrom continuing operations of $1,734$
2,601
 thousand and $
2,891
 
thousand,
respectively, primarily attributable to interest on intercompany loan balances. IncomeDuring the second quarter of 2021, income tax expense of $
624
thousand was also recorded for certain income-based tax assessments as a result of a regular tax examination completed for the Company’s Korean subsidiary for multiple tax year
s
.
For the three and six months ended June 30, 2020, the Company recorded an income tax expense from
continuing operations of $
678 
thousand and $
1,981 
thousand, respectively, primarily attributable to interest on intercompany loan balances. The income tax expense was recorded for the Company’s Korean subsidiary based on the estimated taxable income for the respective periods,period, combined with its ability to utilize net operating loss carryforwards up to 
60% in 2019.
Loss from continuing operations before income tax expense for the nine months ended September 30, 2020 and 2019 were $10,007 thousand and $40,973 thousand, respectively. For the nine months ended September 30, 2020 and 2019, the Company recorded income tax expense on continuing of $836 thousand and $3,316 thousand, 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 60% in 2019 and 2020.
In July 2020, the U.S. Treasury Department issued final tax regulations related to the foreign-derived intangible income and global intangible
low-taxed
income (GILTI) provisions, which permits a taxpayer to elect to exclude income subject to a high effective rate of foreign tax from its GILTI inclusion. The Company is currently assessing the potential impact of the final regulations to the Company’s consolidated financial statements.
22
20
Table of Contents
15. Geographic and Other Information
Historically, the Company operated in two reportable segments: 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 September 1, 2020, the Company completed the sale of the Company’s Foundry Services Group business and Fab 4. This divestiture allows the Company to strategically shift its operational focus to its standard products business. As a result, the results of the Foundry Services Group business 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 segment (in thousands):
 
                                                                         
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
2021
   
June 30,
2020
   
June 30,
2021
   
June 30,
2020
 
Revenues
                    
Standard products business
                    
Display Solutions
  $
 
 
46,601   $
 
 
69,176   $
 
 
105,496   $
 
 
146,769 
Power Solutions
   56,667    39,779    110,678    72,922 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total standard products business
   103,268    108,955    216,174    219,691 
Transitional Fab 3 foundry services
   10,608    9,873    20,721    19,610 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total revenues
  $
 
 
113,876   $
 
 
118,828   $
 
 
236,895   $
 
 
239,301 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
  
Three Months Ended
 
  
Nine Months Ended
 
 
  
September 30,
2020
 
  
September 30,
2019
 
  
September 30,
2020
 
  
September 30,
2019
 
Revenues
  
   
  
   
  
   
  
   
Standard products business
        
Display Solutions
  $69,583   $90,550   $216,352   $233,041 
Power Solutions
   46,679    48,723    119,601    138,502 
  
 
 
   
 
 
   
 
 
   
 
 
 
Total standard products business
   116,262    139,273    335,953    371,543 
Transitional Fab 3 foundry services
   8,551    9,894    28,161    25,776 
  
 
 
   
 
 
   
 
 
   
 
 
 
Total revenues
  $ 124,813   $ 149,167   $ 364,114   $ 397,319 
  
 
 
   
 
 
   
 
 
   
 
 
 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,

2020
   
September 30,

2019
   
September 30,

2020
   
September 30,

2019
 
Gross Profit
        
Standard products business
  $ 28,768   $ 35,255   $ 90,036   $ 85,900 
Transitional Fab 3 foundry services
   (180)    —      (180)    —   
  
 
 
   
 
 
   
 
 
   
 
 
 
Total gross profit
  $28,588   $35,255   $89,856   $85,900 
  
 
 
   
 
 
   
 
 
   
 
 
 
   
               
   
               
   
               
   
               
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
2021
   
June 30,
2020
   
June 30,
2021
   
June 30,
2020
 
Gross Profit
                    
Standard products business
  
$
 
 
32,859   
$
 
32,138   
$
 
66,518   
$
 
61,268 
Transitional Fab 3 foundry services
   1,111    —      1,834    —   
   
 
 
   
 
 
   
 
 
   
 
 
 
Total gross profit
  $33,970   $32,138   $68,352   $61,268 
   
 
 
   
 
 
   
 
 
   
 
 
 
The following is a summary of net sales – 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
   
Nine Months Ended
 
   
September 30,

2020
   
September 30,

2019
   
September 30,

2020
   
September 30,

2019
 
Korea
  $28,370   $36,114   $81,144   $107,319 
Asia Pacific (other than Korea)
   84,188    100,872    245,940    258,276 
United States
   1,789    482    3,959    1,600 
Europe
   1,451    1,501    3,278    3,515 
Others
   464    304    1,632    833 
  
 
 
   
 
 
   
 
 
   
 
 
 
Total
  $116,262   $139,273   $335,953   $371,543 
  
 
 
   
 
 
   
 
 
   
 
 
 
23
Table of Contents
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
2021
   
June 30,
2020
   
June 30,
2021
   
June 30,
2020
 
Korea
  $
  
30,868   $
 
 
 
21,957   $
 
 
57,302   $
 
 
52,774 
Asia Pacific (other than Korea)
   69,352    84,210    153,092    161,752 
United States
   1,363    1,461    2,637    2,170 
Europe
   1,206    856    2,449    1,827 
Others
   479    471    694    1,168 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
  $103,268   $108,955   $216,174   $219,691 
   
 
 
   
 
 
   
 
 
   
 
 
 
For the three months ended SeptemberJune 30, 20202021 and 2019,2020, of the Company’s net sales – standard products business in Asia Pacific (other than Korea), net sales – standard products business in Greater China (China,and Hong Kong represented 60.6% and Macau)82.8%, respectively, and net sales—standard products business in Vietnam represented 87.7%32.0% and 95.8%13.8%, respectively.
For the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, of the Company’s net sales – standard products business in Asia Pacific (other than Korea), net sales – standard products business in Greater China (China,and Hong Kong represented 58.6% and Macau)88.8%, respectively, and net sales—standard products business in Vietnam represented 88.4%35.0% and 95.8%7.7%, 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 87%80% and 90%88% for the three months ended SeptemberJune 30, 20202021 and 2019,2020, respectively, and 88%81% and 90% 89%
for the ninesix months ended SeptemberJune 30, 2021 and 2020, and 2019, respectively.
For the three months ended SeptemberJune 30, 2021, the Company had two customers that represented 40.0% and 11.7% of its net sales – standard products business. For the six months ended June 30, 2021, the Company had two customers that represented 44.6% and 10.8% of its net sales – standard products business. For the three months ended June 30, 2020, the Company had one customer that represented 52.9%56.5% of its net sales – standard products business, and for the ninesix months ended SeptemberJune 30, 2020, the Company had one customertwo customers that represented 54.0% of its net sales – standard products business.
For the three months ended September 30, 2019, the Company had one customer that represented 56.1% of its net sales – standard products business,54.7% and for the nine months ended September 30, 2019, the Company had one customer that represented 52.6%10.7% of its net sales – standard products business.
As of SeptemberJune 30, 20202021 and December 31, 2019,2020, one customer accounted for 39.4%26.9% and 43.1%45.1% of accounts receivable, net, respectively.
24
21
Table of Contents
16. Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) consist
s
consists of the following as of SeptemberJune 30, 20202021 and December 31, 2019,2020, respectively (in thousands):
 
  
September 30,

2020
   
December 31,

2019
   
June 30,
2021
   
December 31,
2020
 
Foreign currency translation adjustments
  $ 4,986   $(4,205)   $120   $2,069 
Derivative adjustments
   427    1,545    (1,045)    1,634 
  
 
   
 
   
 
   
 
 
Total
  $5,413   $(2,660)   $(925)   $3,703 
  
 
   
 
   
 
   
 
 
Changes in accumulated other comprehensive income (loss) for the three months ended SeptemberJune 30, 20202021 and 20192020 are as follows (in thousands):
 
Three Months Ended September 30, 2020
  
Foreign

currency

translation

adjustments
   
Derivative

adjustments
   
Total
 
Beginning balance
  $ 11,503   $(1,004)   $ 10,499 
  
 
 
   
 
 
   
 
 
 
Other comprehensive income (loss) before reclassifications
   (6,517)    1,390    (5,127) 
Amounts reclassified from accumulated other comprehensive loss
   —      41    41 
  
 
 
   
 
 
   
 
 
 
Net current-period other comprehensive income (loss)
   (6,517)    1,431    (5,086) 
  
 
 
   
 
 
   
 
 
 
Ending balance
  $4,986   $427   $5,413 
  
 
 
   
 
 
   
 
 
 
                                              
Three Months Ended June 30, 2021
  
Foreign
currency
translation
adjustments
   
Derivative
adjustments
   
Total
 
Beginning balance
  $11   $(1,002)   $ (991)
   
 
 
   
 
 
   
 
 
 
Other comprehensive income before reclassifications
   109    432    541 
Amounts reclassified from accumulated other comprehensive income
   —      (475)    (475) 
   
 
 
   
 
 
   
 
 
 
Net current-period other comprehensive income (loss)
   109    (43)    66 
   
 
 
   
 
 
   
 
 
 
Ending balance
  $120   $(1,045)   $(925) 
   
 
 
   
 
 
   
 
 
 
 
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 June 30, 2020
  
Foreign
currency
translation
adjustments
   
Derivative
adjustments
   
Total
 
Beginning balance
  $18,046   $(3,401)   $14,645 
   
 
 
   
 
 
   
 
 
 
Other comprehensive income (loss) before reclassifications
   (6,543)    2,204    (4,339) 
Amounts reclassified from accumulated other comprehensive loss
   —      193    193 
   
 
 
   
 
 
   
 
 
 
Net current-period other comprehensive income (loss)
   (6,543)    2,397    (4,146) 
   
 
 
   
 
 
   
 
 
 
Ending balance
  $11,503   $(1,004)   $10,499 
   
 
 
   
 
 
   
 
 
 
Changes in accumulated other comprehensive income (loss) for the ninesix months ended SeptemberJune 30, 20202021 and 20192020 are as follows (in thousands):
 
Nine Months Ended September 30, 2020
  
Foreign

currency

translation

adjustments
   
Derivative

adjustments
   
Total
 
Beginning balance
  $(4,205)   $1,545   $(2,660) 
  
 
 
   
 
 
   
 
 
 
Other comprehensive income (loss) before reclassifications
   9,191    (1,410)    7,781 
Amounts reclassified from accumulated other comprehensive loss
   —      292    292 
  
 
 
   
 
 
   
 
 
 
Net current-period other comprehensive income (loss)
   9,191    (1,118)    8,073 
  
 
 
   
 
 
   
 
 
 
Ending balance
  $4,986   $427   $5,413 
  
 
 
   
 
 
   
 
 
 
Six Months Ended June 30, 2021
  
Foreign
currency
translation
adjustments
   
Derivative
adjustments
   
Total
 
Beginning balance
  $2,069   $1,634   $3,703 
   
 
 
   
 
 
   
 
 
 
Other comprehensive loss before reclassifications
   (1,949)    (1,693)    (3,642) 
Amounts reclassified from accumulated other comprehensive income
   —      (986)    (986) 
   
 
 
   
 
 
   
 
 
 
Net current-period other comprehensive loss
   (1,949)    (2,679)    (4,628) 
   
 
 
   
 
 
   
 
 
 
Ending balance
  $120   $(1,045)   $(925) 
   
 
 
   
 
 
   
 
 
 
 
Nine Months Ended September 30, 2019
  
Foreign

currency

translation

adjustments
   
Derivative

adjustments
   
Total
 
Beginning balance
  $(20,061)   $(49)   $(20,110) 
  
 
 
   
 
 
   
 
 
 
Other comprehensive income (loss) before reclassifications
   30,915    (5,703)    25,212 
Amounts reclassified from accumulated other comprehensive loss
   —      3,553    3,553 
  
 
 
   
 
 
   
 
 
 
Net current-period other comprehensive income (loss)
   30,915    (2,150)    28,765 
  
 
 
   
 
 
   
 
 
 
Ending balance
  $10,854   $(2,199)   $8,655 
  
 
 
   
 
 
   
 
 
 
                                                       
Six Months Ended June 30, 2020
  
Foreign
currency
translation
adjustments
   
Derivative
adjustments
   
Total
 
Beginning balance
  $(4,205)   $1,545   $(2,660) 
   
 
 
   
 
 
   
 
 
 
Other comprehensive income (loss) before reclassifications
   15,708    (2,800)    12,908 
Amounts reclassified from accumulated other comprehensive loss
   —      251    251 
   
 
 
   
 
 
   
 
 
 
Net current-period other comprehensive income (loss)
   15,708    (2,549)    13,159 
   
 
 
   
 
 
   
 
 
 
Ending balance
  $11,503   $(1,004)   $10,499 
   
 
 
   
 
 
   
 
 
 
25
22
Table of Contents
There was 0 income tax impact related to changes in accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2020 and 2019 due to net operating loss carry-forwards available to offset taxable income and full allowance for deferred tax assets.
26
Table of Contents
17. Earnings (Loss) Per Share
The following table illustrates the computation of basic and diluted earnings (loss) per common share for the three and ninesix months ended SeptemberJune 30, 20202021 and 2019:2020:
 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,

2020
   
September 30,

2019
   
September 30,

2020
   
September 30,

2019
 
   
(In thousands of 
U.S.
 dollars, except share data)
 
Basic earnings (loss) per share
        
Income (loss) from continuing operations
  $8,461   $(14,244)   $(10,843)   $(44,289) 
Income (loss) from discontinued operations, net of tax
   264,501    12,637    289,227    (963) 
  
 
 
   
 
 
   
 
 
   
 
 
 
Net income (loss)
  $272,962    (1,607)   $278,384   $(45,252) 
  
 
 
   
 
 
   
 
 
   
 
 
 
Basic weighted average common stock outstanding
   35,280,864    34,357,745    35,089,479    34,266,513 
Basic earnings (loss) per common share
        
Continuing operations
  $0.24   $(0.41)   $(0.31)   $(1.29) 
Discontinued operations
   7.50    0.36    8.24    (0.03) 
  
 
 
   
 
 
   
 
 
   
 
 
 
Total
  $7.74   $(0.05)   $7.93   $(1.32) 
  
 
 
   
 
 
   
 
 
   
 
 
 
Diluted earnings (loss) per share
        
Income (loss) from continuing operations
  $8,461   $(14,244)   $(10,843)   $(44,289) 
Add back: Interest expense on Exchangeable Notes
   1,429    —      —      —   
  
 
 
   
 
 
   
 
 
   
 
 
 
Income (loss) from continuing operations allocated to common stockholders
  $9,890   $(14,244)   $(10,843)   $(44,289) 
Income (loss) from discontinued operations, net of tax
   264,501    12,637    289,227    (963) 
  
 
 
   
 
 
   
 
 
   
 
 
 
Net income (loss) allocated to common stockholders
  $274,391   $(1,607)   $278,384   $(45,252) 
  
 
 
   
 
 
   
 
 
   
 
 
 
Basic weighted average common stock outstanding
   35,280,864    34,357,745    35,089,479    34,266,513 
Net effect of dilutive equity awards
   1,156,769    —      —      —   
Net effect of assumed conversion of 5.0% Exchangeable Notes to common stock
   10,144,155    —      —      —   
  
 
 
   
 
 
   
 
 
   
 
 
 
Diluted weighted average common stock outstanding
   46,581,788    34,357,745    35,089,479    34,266,513 
Diluted earnings (loss) per common share
        
Continuing operations
  $0.21   $(0.41)   $(0.31)   $(1.29) 
Discontinued operations
   5.68    0.36    8.24    (0.03) 
  
 
 
   
 
 
   
 
 
   
 
 
 
Total
  $5.89   $(0.05)   $7.93   $(1.32) 
  
 
 
   
 
 
   
 
 
   
 
 
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
2021
   
June 30,
2020
   
June 30,
2021
   
June 30,
2020
 
   
(In thousands of U.S. dollars, except share data)
 
Basic earnings (loss) per share
                    
Income (loss) from continuing operations
  $(198)  $11,774   $(7,671)   $(19,304) 
Income from discontinued operations, net of tax
   0      17,397    0      24,726 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net income (loss)
  $(198)   $29,171   $(7,671)   $5,422 
   
 
 
   
 
 
   
 
 
   
 
 
 
Basic weighted average common stock outstanding
   46,322,027    35,092,312    43,324,088    34,992,734 
Basic earnings (loss) per common share
                    
Continuing operations
  $(0.00)  $0.34   $(0.18)   $(0.55) 
Discontinued operations
   0      0.50    0      0.71 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
  $(0.00)   $0.84   $(0.18)   $0.16 
   
 
 
   
 
 
   
 
 
   
 
 
 
Diluted earnings (loss) per share
                    
Income (loss) from continuing operations
  $(198)   $11,774   $(7,671)   $(19,304) 
Add back: Interest expense on Exchangeable Notes
   0      1,425    0      0   
   
 
 
   
 
 
   
 
 
   
 
 
 
Income (loss) from continuing operations allocated to common stockholders  $(198)   $13,199   $(7,671)   $(19,304) 
Income from discontinued operations, net of tax
   0      17,397    0      24,726 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net income (loss) allocated to common stockholders
  $(198)   $30,596   $(7,671)   $5,422 
   
 
 
   
 
 
   
 
 
   
 
 
 
Basic weighted average common stock outstanding
   46,322,027    35,092,312    43,324,088    34,992,734 
Net effect of dilutive equity awards
   0      1,237,770    0      0   
Net effect of assumed conversion of 5.0% Exchangeable Notes to common stock   0      10,144,155    0      0   
   
 
 
   
 
 
   
 
 
   
 
 
 
Diluted weighted average common stock outstanding
   46,322,027    46,474,237    43,324,088    34,992,734 
Continuing operations
  $(0.00)   $0.28   $(0.18)   $(0.55) 
Discontinued operations
   0      0.37    0      0.71 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
  $(0.00)   $0.65   $(0.18)   $0.16 
   
 
 
   
 
 
   
 
 
   
 
 
 
The following outstanding instruments were excluded from the computation of diluted lossearnings (loss) per share, as they have an anti-dilutive effect on the calculation:
 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,

2020
   
September 30,

2019
   
September 30,

2020
   
September 30,

2019
 
Options
   697,667    2,479,423    1,788,202    2,479,423 
Restricted Stock Units
   —      592,967    1,248,113    592,967 
  
Three Months Ended
   
Six Months Ended
 
   
June 30,
2021
   
June 30,
2020
   
June 30,
2021
   
June 30,
2020
 
Options
   1,470,421    699,167    1,470,421    2,075,494 
Restricted Stock Units
   1,012,197    0      1,012,197    1,238,639 
The numbers of
For the six months ended June 30, 2021 and 2020, 2,875,982 shares and 10,144,155 shares, respectively, of potential common stock from the assumed conversion of Exchangeable Notes that were also excluded from the computation of diluted loss per share as the effect were anti-dilutive effects were 10,144,155 for eachthe period.
23
Table of Contents
18. Other Charges
For the nine months ended September 30, 2020 and three months ended SeptemberJune 30, 2019,2021, other charges
totaled $
5,020
thousand, of
which $
2,459
thousand related to professional fees and 10,156,810 forcertain transaction related expenses incurred in connection with the nineMerger and $2,561 thousand related to certain
non-recurring
professional fees and expenses in connection with regulatory requests.
For the six months ended SeptemberJune 30, 2019.2021, other charges totaled
 $15,436 
thousand, of which
 $12,290 
thousand related to professional fees and certain transaction related expenses incurred in connection with the Merger and 
$3,146 
thousand related to certain
non-recurring
professional fees and expenses in connection with regulatory requests. For the six months ended June 30, 2020, other charges were
$554 
thousand, which pertained to
non-recurring
professional service fees and expenses incurred in connection with certain treasury and finance initiatives.
18.
24
Table of Contents
19. 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, 2020 and December 31, 2019, respectively.
27
Table of Contents
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 advances of $5,545$1,150 thousand and $6,593$5,500 thousand as other current assets as of SeptemberJune 30, 20202021 and December 31, 2019,2020, respectively.
COVID-19
Pandemic
In December 2019, a strain of coronavirus causing a disease known as
COVID-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 the
COVID-19
outbreak a pandemic, which continues to spread rapidly in the U.S. and other countries throughout the world.pandemic. 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. Although some of these restrictions and other containment measures have since been lifted or scaled back, ongoing surges of
COVID-19
have in some cases resulted in the
re-imposition
of certain restrictions and containment measures, and may continue to lead to other restrictions being
re-implemented
in the foreseeable future in response to efforts to reduce the rapid spread of
COVID-19.
While the
The Company experienced some minor disruption in its Power Solutions business from assembly and test subcontractors located in China in the first quarter of 2020 as a result of the
COVID-19
topandemic. To date, its external Display Solutions business contractors and
sub-contractors
have not been materially impacted by the outbreak. Nevertheless, while the future impact on the Company’s business from the
COVID-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.pandemic. The Company is, however, unable to accurately predict the full impact that the
COVID-19
pandemic will have on its future results of operations due to numerous uncertainties, including the severity of the disease, theand duration of the outbreak, athe efficacy of ongoing global vaccination efforts, potential future recurrencerecurrences of the outbreak, the spread of disease variants that may be resistant to the existing vaccines, 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 onof the
COVID-19
pandemic 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.
19. Subsequent
Merger-related Complaints
Since April 22, 2021, eleven complaints (each, a “Shareholder Complaint,” and together, the “Shareholder Complaints”) have been filed seeking to enjoin the Merger, or, if the Merger is consummated, rescind the Merger or recover damages, as well as an award of each plaintiff’s fees and litigation expenses. The Shareholder Complaints, each filed as an individual action by a purported stockholder of the Company, are captioned as
Schulthess v. Magnachip Semiconductor Corporation, et al.
, Case No.
1:21-cv-03587
(S.D.N.Y.) (the “Schulthess Complaint”),
Pittman v. Magnachip Semiconductor Corporation, et al.
, Case No.
1:21-cv-02306
(E.D.N.Y.),
Flanagan v. Magnachip Semiconductor Corporation, et al.
, Case No.
1:21-cv-03743
(S.D.N.Y.),
Castelli v. Magnachip Semiconductor Corporation, et al.
, Case No.
1:21-cv-03769
(S.D.N.Y.) (the “Castelli Complaint”),
Doolittle v. Magnachip Semiconductor Corporation, et al.
, Case No.
1:21-cv-03801
(S.D.N.Y.),
Thomas v. Magnachip Semiconductor Corporation, et al.
, Case No.
1:21-cv-03860
(S.D.N.Y.),
Finger v. Magnachip Semiconductor Corporation, et al.
, Case No.
1:21-cv-03927
(S.D.N.Y.),
Kent v. Magnachip Semiconductor Corporation, et al.
, Case No.
1:21-cv-00657
(D. Del.),
Kennedy v. Magnachip Semiconductor Corporation, et al.
, Case No.
2:21-cv-02110
(E.D. Pa.),
Monroy v. Magnachip Semiconductor Corporation, et al.
, Case No.
1:21-cv-04921
(S.D.N.Y.) (the “Monroy Complaint”), and
Jones v. Magnachip Semiconductor Corporation, et al.
, Case No.
1:21-cv-04966
(S.D.N.Y.). Each Shareholder Complaint alleges either that the preliminary proxy statement filed by the Company with the Securities and Exchange Commission (“SEC”) on April 19, 2021 or the definitive proxy statement filed by the Company with the SEC on May 7, 2021, is false and/or misleading and asserts claims for violations of Section 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and SEC Rule
14a-9
against the Company and certain current or former members of the Company’s board of directors (the “Board”). The Schulthess Complaint, Castelli Complaint and Monroy Complaint also allege breaches of fiduciary duties by certain current or former members of the Board. The Schulthess Complaint further alleges that the Company aided and abetted purported breaches of fiduciary duties by certain current or former members of the Board.
25
Table of Contents
Merger-related Events
Redemption of 6.625% Senior Notes due 2021CFIUS
On May 26, 2021, outside legal counsel of each of the Company and Parent received an
e-mail
from the U.S. Department of Treasury on behalf of the Staff Chairperson of the CFIUS. In the
e-mail,
the CFIUS Staff Chairperson, acting on the recommendation of CFIUS, requested that the parties file a notice concerning the Merger and thereby undergo formal CFIUS review of the Merger. Under the terms of the Merger Agreement, the parties’ receipt of the request from CFIUS to file a notice concerning the Merger results in the closing of the Merger now being conditioned on the receipt of CFIUS approval without the imposition of a “Burdensome Condition” (as defined in the Merger Agreement), other than a Burdensome Condition to which Parent had previously agreed. The Company completed the redemptionand Parent filed such notice with CFIUS on June 11, 2021.
On June 15, 2021, outside legal counsel of alleach of the outstanding
Company and Parent received a letter attaching an “Order Establishing Interim Mitigation Measures” (the “Interim Order”) from the U.S. Department of Treasury on behalf of CFIUS. The Interim Order imposes the following interim measures, effective as of June 15, 2021, Notes on October 2, 2020 (the “Redemption Date”). Thethe Company paid approximately $227.4 million to fully redeem alland Parent: (i) neither of the outstanding $224.25 million aggregate principal amountCompany or Parent shall take any action, directly or indirectly, to close, consummate, complete, or effectuate the purpose of the 2021 Notes at a redemption price equalMerger, including: (a) the transfer, lease, license, or sale of any asset or subsidiary of the Company to Parent or any affiliate thereof, (b) the merger of Parent or any affiliate thereof with or into the Company or any affiliate thereof, or (c) the acquisition of any equity or other ownership interest in the Company or any affiliate thereof by Parent or any subsidiary thereof; (ii) Parent shall not take, and shall ensure that none of its subsidiaries take, any security interest in the Company or any affiliate thereof; and (iii) the Company shall not take any action to: (a) change its state of incorporation from Delaware to any other jurisdiction or (b) delist from, or modify the existing listing of the Company on, the New York Stock Exchange. The Interim Order is to remain in effect until (1) CFIUS concludes action under Section 721 of the Defense Production Act of 1950, as amended (the “DPA”) with respect to the sum of 100%Merger, (2) the President takes action or declines to take action under Section 721 of the principalDPA with respect to the Merger or (3) CFIUS or the President revokes or terminates the Interim Order.
amount
On June 17, 2021, in light of the Interim Order, the Company announced the postponement of its special meeting of stockholders, which was scheduled to be held at 8:00 p.m. Eastern time on June 17, 2021, Notes,
plus accrued and unpaid interest thereonpending further developments with respect to but excluding, the Redemption Date. The redemptionInterim Order.
On July 26, 2021, outside legal counsel of each of the Company and Parent received a letter from the Acting CFIUS Staff Chairperson notifying the parties that CFIUS will undertake an investigation of the Merger pursuant to Section 721(b)(2) of the DPA, which will be completed no later than September 13, 2021.
MOTIE
On June 16, 2021, Notes was funded bythe Company’s Korean subsidiary received a letter from the MOTIE requesting it to either apply for an approval or file a report, as may be applicable,
under Article 11-2 of
the Act on Prevention of Divulgence and Protection of Industrial Technology (the “ITA”) concerning the Merger.
Under the terms of the Merger Agreement, the Company’s Korean subsidiary’s repayment of intercompany loans using the cash proceeds that it received from the salereceipt of the Foundry Services Group business and Fab 4.
On
October 12, 2020, the Company paidrequest from MOTIE to apply for approval or file a withholding tax of approximately $20,562 thousand, attributablereport pursuant to the repaid accrued interestsITA concerning the Merger may be deemed to have resulted in the closing of the Merger now being conditioned on the related intercompany loans.receipt of MOTIE’s authorization without the imposition of a “Burdensome Condition” (as defined in the Merger Agreement), other than a Burdensome Condition to which Parent had previously agreed. The Company’s Korean subsidiary filed such report with MOTIE on July 20, 2021.
28SAMR
On June 30, 2021, based on an application filed by the Company and Parent on May 7, 2021, the State Administration for Market Regulation (“SAMR”) announced that the Merger was cleared pursuant to the Anti-monopoly Law (China) on June 21, 2021. Under the terms of the Merger Agreement, the parties’ receipt of the clearance from SAMR satisfies one of the conditions to the closing of the Merger.
26
Table of Contents
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 Form
10-K
filed on February 21, March 9, 2021 (“2020 (“2019 Form
10-K”)
(including that the impact of the
COVID-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 Form
10-Q
(this “Report”), unless the context otherwise requires, that include the use of the terms “we,” “us,” “our” and “MagnaChip”“Magnachip” refer to MagnaChipMagnachip Semiconductor Corporation and its consolidated subsidiaries. The term “Korea” refers to the Republic of Korea or South Korea.
 
2927
Table of Contents
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, computing, 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 more than 40 years of operating history, a portfolio of approximately 1,200 registered patents and pending applications and extensive engineering and manufacturing process expertise.
On March 30, 2020, we entered into the Business Transfer Agreement for the sale of our Foundry Services Group business and Fab 4. The previously announced sale of the Foundry Services Group business and Fab 4 is expected to strategically shift our operational focus to our standard products business. As a result, the results of the Foundry Services Group business were classified as discontinued operations in our consolidated statements of operations from the first quarter of 2020 and excluded from both continuing operations and segment results for all periods presented. Accordingly, commencing in the first quarter of 2020, we have one reportable segment: our standard products business, together with transitional foundry services associated with our fabrication facility located in Gumi, Korea, known as Fab 3, that we expect to perform for the Buyer for up to three years (the “Transitional Fab 3 Foundry Services”). On September 1, 2020, we completed the sale of our Foundry Services Group business and Fab 4 to Key Foundry Co., Ltd. (the “Buyer”), for a purchase price equal to approximately $350.6 million in cash.
Our standard products business includes our Display Solutions and Power Solutions business lines.
Our Display Solutions products provideprovides flat panel display solutions to major panel display suppliers of large and mobile rigid and flexible displays for home appliances, mobile communications, monitors, notebooks and automotive applications. Our Display Solutionssmall flat panel displays. These products include source and gate drivers and timing controllers and
one-chip
integrated solutions for LCD (Liquid Crystal Display) and OLEDthat cover a wide range of flat panel displays used in televisions, public displays, monitors, notebooks, mobile communications, automobiles, entertainment devices, notebook PCs, monitors and automotive applications.liquid crystal display (LCD) and organic light emitting diodes (OLED). Our Display Solutions products support some of the industry’s most advanced display technologies, such as OLEDs, and low temperature polysilicon (LTPS), as well as high-volume display technologies such aspolysilicons thin film transistors (TFT)(LTPS TFTs) and amorphous silicon thin film transistors
(a-Si
TFTs). Since 2007, we have designed and manufactured OLED display driver ICintegrated circuit (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 consumer, communications, computing, industrial and automotive 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, linear regulators, interface ICs and power management ICs (PMICs) for a range of devices, including televisions, smartphones, desktop PCs, notebooks, tablets, servers, telecommunication power, home appliances, industrial applications such as uninterruptible power supplies (UPSs), LED lighting, personal mobility, motor drives and battery management systems (BMS) and automotive electronics..
Our wide variety of analog and mixed-signal semiconductor products combined with our mature technology platform allow us to address multiple high-growth end markets and 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 also invest in relevant research and development activities and purchase necessary materials on a timely basis to meet our customers’ demand while maintaining our target margins and cash flow.
30
Table of Contents
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 automotiveindustrial 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.
28
Table of Contents
Net sales for our standard products business are driven by design wins in which we are selected by an electronics original equipment manufacturer (OEM) or other potential customer to supply its demand for a particular product. A customer will often have more than one supplier designed in tointo 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 the
end-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 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 and
12-inch
wafer 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 havehad designed and manufactured OLED display driver 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 external
12-inch
foundry starting in 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 external
12-inch
foundries, we are able to adapt dynamically adapt to the changing customer requirements and address growing markets without substantial capital investments by us. Both atHowever, relying on external foundries exposes us to the internal
8-inch
risk of being unable to secure manufacturing facilitiescapacity, particularly under the current global shortage of foundry services. Although we are working strategically with external foundries to secure long-term wafer capacity, if we are unsuccessful, our ability to deliver products to our customers may be negatively impacted, which would adversely affect our relationship with customers and external
12-inch
foundries, we apply our unique OLED process patents as well as other intellectual property, proprietary process design kits and custom design-flow methodologies.opportunities to secure new design-wins.
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.
 
3129
Table of Contents
Recent Developments
RedemptionThe Merger
On March 25, 2021, we entered into the Merger Agreement with Parent and Merger Sub, pursuant to which, among other things, and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company, with the Company continuing its corporate existence as the surviving corporation in the Merger and becoming a wholly owned subsidiary of 6.625%Parent.
Under the terms of the Merger Agreement, each share of our common stock issued and outstanding immediately before the Effective Time (other than Excluded Shares and Dissenting Shares) will be cancelled and will cease to exist and will be automatically converted into the right to receive $29.00 in cash, without interest, and subject to applicable withholding taxes. The
all-cash
transaction has an equity value of approximately $1.4 billion. The Merger is fully backed by equity commitments and not contingent on any financing conditions.
We have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the Merger.
For more information on the Merger Agreement and the Merger, see “Item 1. Interim Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 2. Merger Agreement” in this Report.
Conversion of 5.0% Exchangeable Senior Notes due 2021 (the “Exchangeable Notes”)
We completedPrior to the redemptionMarch 1, 2021 maturity of our Exchangeable Notes, holders thereof elected to exchange the Exchangeable Notes for an aggregate of 10,144,131 shares of our common stock in satisfaction in full of the outstanding obligations under the Exchangeable Notes. On March 1, 2021, Notes on October 2, 2020. Wewe paid approximately $227.4 million to fully redeem all of the outstanding $224.25 million aggregate principal amount of the 2021 Notes at a redemption price equal to the sum of 100% of the principal amount thereof, plus accrued and unpaidfinal interest payment on the 2021Exchangeable Notes but excluding, the Redemption Date. The redemption of the 2021 Notes was funded by our Korean subsidiary’s repayment of intercompany loans using the cash proceeds that it received from the sale of the Foundry Services Group business and Fab 4. On October 12, 2020, we paid a withholding tax of approximately $20.6 million, attributable to the repaid accrued interests on the related intercompany loans.
Completion of Sale of the Foundry Services Group business and Fab 4
On September 1, 2020, we completed the previously announced sale of our Foundry Services Group business and Fab 4 to the Buyer in exchange for a purchase price equal to approximately $350.6 million, which included an estimated positive working capital adjustment of approximately $5.9 million, pursuant to the terms of the Business Transfer Agreement, which was entered into on March 30, 2020. The purchase price was paid in a combination of U.S. Dollars in the amount of $46.5$2.1 million and Korean Won in the amountno longer have any Exchangeable Notes obligations outstanding as of approximately KRW 360.6 billion. In addition to the purchase price, the Buyer assumed all severance liabilities relating to the transferred employees, which had a value of approximately $100 million. For a summary of the key terms and conditions of the Business Transfer Agreement, please see our Current Report on Form
8-K
filed on March 31, 2020 and the Business Transfer Agreement filed as Exhibit 10.1 thereto.
Power Outage
On July 20, 2020, our Fab 3 facility in Gumi, South Korea experienced a temporary power outage for approximately 9 hours and 15 minutes. The accident caused certain damage to our work in process wafers and we incurred charges for facility recovery, resulting in an incremental cost of approximately $1.2 million. Management is currently evaluating potential insurance and other claims that we may have to recover our costs incurred as a result of the loss and damages. The recovery of our Fab 3 from this power outage took longer than expected, which limited our ability to produce products in Fab 3 at full capacity, resulting in a lower factory utilization during the third quarter of 2020.such date.
COVID-19
Pandemic
In December 2019, a strain of coronavirus causing a disease known as
COVID-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 the
COVID-19
outbreak a pandemic, which continues to spread rapidly in the U.S. and other countries throughout the world.pandemic. 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. Although some of these restrictions and other containment measures have since been lifted or scaled back, ongoing surges of
COVID-19
have, in some cases, resulted in the
re-imposition
of certain restrictions and containment measures, and may continue to lead to other restrictions being
re-implemented
in the foreseeable future in response to efforts to reduce the rapid spread of
COVID-19.
While weWe experienced some minor disruption in our Power Solutions business from assembly and test subcontractors located in China in the first quarter of 2020 as a result of the
COVID-19
topandemic. To date, our external Display Solutions business contractors and
sub-contractors
have not been materially impacted by the outbreak. Nevertheless, while the future impact on our business from the
COVID-19
pandemic is currently difficult to assess, the significant global macro-economic disruption will adversely affect customer demand for some of our products in the near term.pandemic. We are, however, unable to accurately predict the full impact that the
COVID-19
pandemic will have on our future results of operations due to numerous uncertainties, including the severity of the disease,and the duration of the outbreak, athe efficacy of ongoing global vaccination efforts, potential future recurrencerecurrences of the outbreak, the spread of disease variants that may be resistant to the existing vaccines, further containment actions that may be taken by governmental authorities, the impact to the businesses of our customers and suppliers, and other factors.
We continue to closely monitor and evaluate the nature and scope of the impact onof the
COVID-19
pandemic to our business, consolidated results of 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.
Global Semiconductor Chip Shortage
32Recent sharp increases in demand for semiconductor products have resulted in a global shortage of manufacturing capacity. As a result, we may experience increased costs to manufacture our products and may not be able to manufacture and deliver all of the orders placed by our customers. Specifically, if we are unable to secure manufacturing capacity from the external foundries we rely on, our ability to deliver products to our customers may be negatively impacted. Also, this shortage of manufacturing capacity may lead to an increase in our manufacturing costs which we may not be fully able to pass on to our customers.
30
Table of Contents
In an effort to minimize the potential adverse impact of the supply shortage, we are working strategically with external foundries to secure long-term wafer capacity. If we are unsuccessful, however, such shortage could limit our ability to meet demand for our products in the future, which would adversely affect our reputation and competitive position, resulting in a negative impact on results of operations.
We are not able to foresee when the current shortage of manufacturing capacity will subside. A prolonged global supply shortage could negatively impact our financial condition, potentially resulting in a need for additional capital to fund strategic initiatives or operating activities.
31
Table of Contents
Explanation and Reconciliation of
Non-U.S. GAAP
Measures
Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income
We use the terms Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income (including on a per share basis) in our report.this Report. Adjusted EBITDA, as we define it, is a
non-U.S.
GAAP
measure. We define Adjusted EBITDA for the periods indicated as EBITDA (as defined below), adjusted to exclude (i) equity-based compensation expense, (ii) foreign currency loss (gain), net, (iii) derivative valuation loss (gain), net and (iv) loss on early extinguishment of long-term borrowings, net, (v) inventory reserve related to Huawei impact of downstream trade restrictions, (vi) expenses related to Fab 3 power outage and (vii) others.other charges. EBITDA for the periods indicated is defined as net income (loss)loss from continuing operations before interest expense (income), 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 from
period-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’s
period-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 U.S. 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 U.S. GAAP. A reconciliation of net income (loss)loss from continuing operations to Adjusted EBITDA from continuing operations is as follows:
 
  
Three Months
Ended
September 30,
2020
   
Nine Months
Ended
September 30,
2020
   
Three Months
Ended
September 30,
2019
   
Nine Months
Ended
September 30,
2019
   
Three Months
Ended
June 30,
2021
   
Six Months
Ended
June 30,
2021
   
Three Months
Ended
June 30,
2020
   
Six Months
Ended
June 30,
2020
 
  
(In millions)
   
(In millions)
 
Income (loss) from continuing operations
  $8.5   $ (10.8)   $ (14.2)   $ (44.3)   $(0.2)   $(7.7)   $11.8   $(19.3) 
Interest expense, net
   4.9    14.5    4.9    14.8 
Interest expense (income), net
   (0.5)    (0.1)    4.7    9.7 
Income tax expenses
   (1.1)    0.8    1.7    3.3    2.6    2.9    0.7    2.0 
Depreciation and amortization
   2.9    8.0    2.6    7.7    3.5    7.0    2.5    5.1 
  
 
   
 
   
 
   
 
 
EBITDA
  $15.0   $12.5   $(5.0)   $ (18.5)   $5.5   $2.1   $19.7   $(2.5) 
Adjustments:
                
Equity-based compensation expense(a)
   2.1    4.4    0.4    1.7    2.4    4.1    1.5    2.3 
Foreign currency loss (gain), net(b)
   (8.9)    13.6    22.0    44.2    (0.2)    4.4    (8.5)    22.5 
Derivative valuation loss (gain), net(c)
   (0.1)    (0.2)    0.0    0.2    0.1    0.1    (0.1)    (0.2) 
Loss on early extinguishment of long-term borrowings, net(d)
   —      —      —      0.0 
Inventory reserve related to Huawei impact of downstream trade restrictions (e)
   2.3    2.3    —      —   
Expenses related to Fab 3 power outage(f)
   1.2    1.2    —      —   
Others(g)
   —      0.6    —      0.6 
Other charges(d)
   5.0    15.4    —      0.6 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Adjusted EBITDA
  $11.7   $34.3   $17.4   $28.1   $12.7   $26.2   $12.7   $22.6 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
 
3332
Table of Contents
(a)
This adjustment eliminates the impact of
non-cash
equity-based compensation expenses. Although we expect to incur
non-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 these
non-cash
expenses as supplemental information.
(b)
This adjustment mainly eliminates the impact of
non-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 primarily
non-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.
(c)
This adjustment eliminates the impact of gain or loss recognized in income on derivatives, which represents 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 U.S. 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.
(d)
ThisFor the three and six months ended June 30, 2021, this adjustment eliminates $0.04 million
non-recurring
professional service fees and expenses incurred in expenses related toconnection with the repurchase of a portion of the 2021 NotesMerger and the Exchangeable Notes in the first quarter of 2019.
(e)
This adjustment eliminates a $2.3 million excess and obsolete inventory charge that we recorded in relation to the U.S. Government’s export restrictions on Huawei, which is a downstream customer of some of our direct customers. As this charge meaningfully impacted our operational results and is not expected to represent an ongoing operating expense subject to our ability to foresee and control, we believe our operating performance results are more meaningfully compared if this charge is excluded.
(f)
This adjustment eliminates $1.2 million in expenses related to the
write-off
of the damaged work in process wafers and charges for facility recovery. These charges are inconsistent in amount and frequency, and we do not believe that these charges are indicative of our core operation performance and have been excluded for comparative purposes.
(g)
regulatory requests. For the ninesix months ended SeptemberJune 30, 2020, this adjustment primarily eliminates
non-recurring
professional service fees and expenses incurred in connection with certain treasury and finance initiatives incurred during the three months ended March 31, 2020. For the nine months ended September 30, 2019, this adjustment primarily eliminates a $0.5 million legal settlement charge relatedinitiatives. As these expenses meaningfully impacted our operating results and are not expected to dispute with a prior customer and a legalrepresent an ongoing operating expense related to the indemnification of a former employee, which is borne by us, under a negotiated separation agreement during the three months ended March 31, 2019. We do notwe believe that these charges are indicative of our core operating performance and have been excluded for comparative purposes.results are more usefully compared if these expenses are excluded.
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 U.S. 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 are
non-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 U.S. GAAP results and using Adjusted EBITDA only supplementally.
 
3433
Table of Contents
We present Adjusted Operating Income as supplemental measures of our performance. We prepare Adjusted Operating Income by adjusting operating income (loss) to eliminate the impact of equity-based compensation 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 Operating Income is useful to investors to provide a supplemental way to understand our underlying operating performance and allows investors to monitor and understand changes in our ability to generate income from ongoing business operations.
Adjusted Operating Income is not a measure defined in accordance with U.S. GAAP and should not be construed as an alternative to operating income, income from continuing operations, cash flows from operating activities or net income, as determined in accordance with U.S. GAAP. We encourage you to evaluate each adjustment and the reasons we consider them appropriate. Other companies in our industry may calculate Adjusted Operating Income differently than we do, limiting its usefulness as a comparative measure. In addition, in evaluating Adjusted Operating Income, you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. We define Adjusted Operating Income for the periods indicated as operating income adjusted to exclude (i) Equity-basedequity-based compensation expense and (ii) inventory reserve related to Huawei impact of downstream trade restrictions, (iii) expenses related to Fab 3 power outage and (iv) others.other charges.
The following table summarizes the adjustments to operating income that we make in order to calculate Adjusted Operating Income from continuing operations for the periods indicated:
 
   
Three Months
Ended
September 30,
2020
   
Nine Months
Ended
September 30,
2020
   
Three Months
Ended
September 30,
2019
   
Nine Months
Ended
September 30,
2019
 
   
(In millions)
 
Operating income
  $3.2   $17.8   $14.3   $18.0 
Adjustments:
        
Equity-based compensation expense(a)
   2.1    4.4    0.4    1.7 
Inventory reserve related to Huawei impact of downstream trade restrictions (b)
   2.3    2.3   ��—      —   
Expenses related to Fab 3 power outage(c)
   1.2    1.2    —      —   
Others(d)
   —      0.6    —      0.6 
  
 
 
   
 
 
   
 
 
   
 
 
 
Adjusted Operating Income
  $8.8   $26.2   $14.8   $20.3 
  
 
 
   
 
 
   
 
 
   
 
 
 
   
Three Months
Ended
June 30,
2021
   
Six Months
Ended
June 30,
2021
   
Three Months
Ended
June 30,
2020
   
Six Months
Ended
June 30,
2020
 
   
(In millions)
 
Operating income (loss)
  $1.6   $(0.5)   $8.6   $14.6 
Adjustments:
        
Equity-based compensation expense(a)
   2.4    4.1    1.5    2.3 
Others charges(b)
   5.0    15.4    —      0.6 
  
 
 
   
 
 
   
 
 
   
 
 
 
Adjusted Operating Income
  $9.1   $19.0   $10.1   $17.4 
  
 
 
   
 
 
   
 
 
   
 
 
 
 
(a)
This adjustment eliminates the impact of
non-cash
equity-based compensation expenses. Although we expect to incur
non-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 these
non-cash
expenses as supplemental information.
(b)
ThisFor the three and six months ended June 30, 2021, this adjustment eliminates a $2.3 million excess
non-recurring
professional service fees and obsolete inventory charge that we recordedexpenses incurred in relation toconnection with the U.S. Government’s export restrictions on Huawei, which is a downstream customer of some of our direct customers. As this charge meaningfully impacted our operational resultsMerger and is not expected to represent an ongoing operating expense subject to our ability to foresee and control, we believe our operating performance results are more meaningfully compared if this charge is excluded.
(c)
This adjustment eliminates $1.2 million in expenses related to the
write-off
of the damaged work in process wafers and charges for facility recovery. These charges are inconsistent in amount and frequency, and we do not believe that these charges are indicative of our core operation performance and have been excluded for comparative purposes.
(d)
regulatory requests. For the ninesix months ended SeptemberJune 30, 2020, this adjustment primarily eliminates
non-recurring
professional service fees and expenses incurred in connection with certain treasury and finance initiatives incurred during the three months ended March 31, 2020. For the nine months ended September 30, 2019, this adjustment primarily eliminates a $0.5 million legal settlement charge relatedinitiatives. As these expenses meaningfully impacted our operating results and are not expected to dispute with a prior customer and a legalrepresent an ongoing operating expense related to the indemnification of a former employee, which is borne by us, under a negotiated separation agreement during the three months ended March 31, 2019. We do notwe believe that these charges are indicative of our core operating performance and have been excluded for comparative purposes.results are more usefully compared if these expenses are excluded.
 
3534
Table of Contents
We present Adjusted Net Income (including on a per share basis) as a further supplemental measure of our performance. We prepare Adjusted Net Income (including on a per share basis) by adjusting net income (loss)loss from continuing operations to eliminate the impact of a number of
non-cash
expenses and other items that may be either one time or recurring that we do not consider to be indicative of our core ongoing operating performance. We believe that Adjusted Net Income (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 (including on a per share basis) for a number of reasons, including:
 
we use Adjusted Net Income (including on a per share basis) in communications with our Board of Directors concerning our consolidated financial performance without the impact of
non-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 (including on a per share basis) is useful to readers in evaluating our core operating results because it eliminates the effects of
non-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 (including on a per share basis) is not a measure defined in accordance with U.S. 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 U.S. 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 (including on a per share basis) differently than we do, limiting its usefulness as a comparative measure. In addition, in evaluating Adjusted Net Income (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 (including on a per share basis); for the periods indicated as net income (loss), from continuing operations, adjusted to exclude (i) equity-based compensation expense, (ii) foreign currency loss (gain), net, (iii) derivative valuation loss (gain), net, (iv) lossother charges and (v) income tax effect on early extinguishment of long-term borrowings, net, (v) inventory reserve related to Huawei impact of downstream trade restrictions, (vi) expenses related to Fab 3 power outage and (vii) others.
non-GAAP
adjustments.
The following table summarizes the adjustments to income (loss) from continuing operations that we make in order to calculate Adjusted Net Income (including on a per share basis) from continuing operations for the periods indicated:
 
  
Three Months
Ended
September 30,
2020
   
Nine Months
Ended
September 30,
2020
   
Three Months
Ended
September 30,
2019
   
Nine Months
Ended
September 30,
2019
   
Three Months
Ended
June 30,
2021
   
Six Months
Ended
June 30,
2021
   
Three Months
Ended
June 30,
2020
   
Six Months
Ended
June 30,
2020
 
  
(In millions)
   
(In millions)
 
Income (loss) from continuing operations
  $8.5   $(10.8)   $(14.2)   $(44.3)   $(0.2)   $(7.7)   $11.8   $(19.3) 
Adjustments:
                
Equity-based compensation expense(a)
   2.1    4.4    0.4    1.7    2.4    4.1    1.5    2.3 
Foreign currency loss (gain), net(b)
   (8.9)    13.6    22.0    44.2    (0.2)    4.4    (8.5)    22.5 
Derivative valuation loss (gain), net(c)
   (0.1)    (0.2)    0.0    0.2    0.1    0.1    (0.1)    (0.2) 
Loss on early extinguishment of long-term borrowings, net(d)
   —      —      —      0.0 
Inventory reserve related to Huawei impact of downstream trade restrictions (e)
   2.3    2.3    —      —   
Expenses related to Fab 3 power outage(f)
   1.2    1.2    —      —   
Others(g)
   —      0.6    —      0.6 
Other charges(d)
   5.0    15.4    —      0.6 
Income tax effect on
non-GAAP
adjustments(e)
   —      —      —      —   
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Adjusted Net Income
  $5.1   $11.0   $8.2   $2.3   $7.0   $16.4   $4.8   $5.8 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Reported earnings (loss) per share – basic
  $0.24   $(0.31)   $(0.41)   $(1.29)   $(0.00)   $(0.18)   $0.34   $(0.55) 
Reported earnings (loss) per share – diluted
  $0.21   $(0.31)   $(0.41)   $(1.29)   $(0.00)   $(0.18)   $0.28   $(0.55) 
Weighted average number of shares – basic
   35,280,864    35,089,479    34,357,745    34,266,513    46,322,027    43,324,088    35,092,312    34,992,734 
Weighted average number of shares – diluted
   46,581,788    35,089,479    34,357,745    34,266,513    46,322,027    43,324,088    46,474,237    34,992,734 
Adjusted earnings per share – basic
  $0.15   $0.31   $0.24   $0.07   $0.15   $0.38   $0.14   $0.17 
Adjusted earnings per share – diluted
  $0.14   $0.30   $0.21   $0.07   $0.15   $0.36   $0.13   $0.16 
Weighted average number of shares – basic
   35,280,864    35,089,479    34,357,745    34,266,513    46,322,027    43,324,088    35,092,312    34,992,734 
Weighted average number of shares – diluted
   46,581,788    36,151,622    45,516,245    34,955,722    47,846,217    47,685,875    36,330,083    36,248,039 
 
36
Table of Contents
(a)
This adjustment eliminates the impact of
non-cash
equity-based compensation expenses. Although we expect to incur
non-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 these
non-cash
expenses as supplemental information.
(b)
This adjustment mainly eliminates the impact of
non-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 primarily
non-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.
35
Table of Contents
(c)
This adjustment eliminates the impact of gain or loss recognized in income on derivatives, which represents 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 U.S. 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.
(d)
ThisFor the three and six months ended June 30, 2021, this adjustment eliminates $0.04 million
non-recurring
professional service fees and expenses incurred in expenses related toconnection with the repurchase of a portion of the 2021 NotesMerger and the Exchangeable Notes in the first quarter of 2019.
(e)
This adjustment eliminates a $2.3 million excess and obsolete inventory charge that we recorded in relation to the U.S. Government’s export restrictions on Huawei, which is a downstream customer of some of our direct customers. As this charge meaningfully impacted our operational results and is not expected to represent an ongoing operating expense subject to our ability to foresee and control, we believe our operating performance results are more meaningfully compared if this charge is excluded.
(f)
This adjustment eliminates $1.2 million in expenses related to the
write-off
of the damaged work in process wafers and charges for facility recovery. These charges are inconsistent in amount and frequency, and we do not believe that these charges are indicative of our core operation performance and have been excluded for comparative purposes.
(g)
regulatory requests. For the ninesix months ended SeptemberJune 30, 2020, this adjustment primarily eliminates
non-recurring
professional service fees and expenses incurred in connection with certain treasury and finance initiatives incurred duringinitiatives. As these expenses meaningfully impacted our operating results 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.
(e)
For the three and six months ended March 31, 2020. ForJune 30, 2021 and 2020, there was no tax impact from the nine months ended September 30, 2019, this adjustment primarily eliminates a $0.5 million legal settlement chargeadjustments to net income to calculate our Adjusted Net Income due to net operating loss carry-forwards available at our parent entity in the U.S., based on the nature and origination of the adjustments, to offset related to 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 during the three months ended March 31, 2019. We do not believe that these charges are indicative of our core operating performance and have been excluded for comparative purposes.taxable income.
There was no tax impact from the adjustments to net income (loss) to calculate our Adjusted Net Income from continuing operations for the nine months ended September 30, 2020 and 2019 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 income (loss)loss from continuing operations used to calculate Adjusted Net Income from continuing operations werewas applied consistently to the periods presented.
Adjusted Net Income 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 U.S. GAAP. Some of these limitations are:
 
Adjusted Net Income does not reflect changes in, or cash requirements for, our working capital needs;
 
Adjusted Net Income does not consider the potentially dilutive impact of issuing equity-based compensation to our management team and employees;
 
Adjusted Net Income 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 differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, Adjusted Net Income should not be considered as a measure of profitability of our business. We compensate for these limitations by relying primarily on our U.S. GAAP results and using Adjusted Net Income only supplementally.as a supplement.
 
3736
Table of Contents
Factors Affecting Our Results of Operations
Net
Sales.
We derive substantially all of our sales (net of sales returns and allowances) from our standard products business. We outsource manufacturing of advanced OLED products to external
12-inch
foundries. 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.
We recognize revenue when risk and rewarda customer obtains control of ownership pass to the customer either upon shipment,product, which is generally upon product shipment, delivery at the customer’s location or upon customer acceptance, depending on the terms of the arrangement. For the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, we sold products to 170165 and 158 customers, in each period,respectively, and our net sales to our ten largest customers represented 88%81% and 90%89% of our net sales — sales—standard products business, respectively.
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. September 1, 2023 at an agreed upon cost plus a
mark-up.
For the periods prior to the closing of the sale of the Foundry Services Group business and Fab 4 as of September 1, 2020 (which isare accounted for as a discontinued operationoperations beginning in the first quarter of 2020), revenue derived from the Transitional Fab 3 Foundry Services is recorded at cost in both our continuing and discontinued operations. Following the consummation of the sale, and for up to three years, we are expected to provide the Transitional Fab 3 Foundry Services at an agreed upon cost plus mark-up.
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 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.
Average
Selling
Prices.
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 material costs consist 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.
Labor
Costs.
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 SeptemberJune 30, 2020,2021, 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 from
30-40
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.
Selling
Expenses.
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.
General
and
Administrative
Expenses.
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.
 
3837
Table of Contents
Research
and
Development.
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 other
non-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 display business are material and design-related costs for OLED display driver IC product development involving
40-nanometer28-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 6.625% Senior Notes due July 15, 2021 Notes(the “2021 Notes”) and ourthe Exchangeable Notes. On October 2, 2020, weWe redeemed all outstanding 2021 Notes. WeNotes on October 2, 2020. Our Exchangeable Notes were exchanged for common stock prior to their maturity date of March 1, 2021. From and after October 2, 2020 and March 1, 2021, we have not and will not incur interest expense associated with the 2021 Notes from and after October 2, 2020.Exchangeable Notes, respectively.
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 in
non-U.S.
currencies, principally the Korean won, and we expect that this will remain true in the future. Because we report our results of operations in U.S. dollars converted from our
non-U.S.
revenues and expenses based on monthly average exchange rates, changes in the exchange rate between the Korean won and the U.S. 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 U.S. dollars relative to Korean won, depreciation in the U.S. 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 U.S. 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 U.S. dollar as a substantial portion of
non-cash
translation gain or loss is associated with the intercompany long-term loans to our Korean subsidiary, which is denominated in U.S. dollars. As of SeptemberJune 30, 2020,2021, the outstanding intercompany loan balance including accrued interest between our Korean subsidiary and our Dutch subsidiary was $446.0$387.5 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 U.S. 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 debtcredit rating falls below
B-/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. A substantial portion of this net foreign currency gain or loss relates to
non-cash
translation gain or loss related to the principal balance of intercompany balances at our Korean subsidiary that are denominated in U.S. dollars. This gain or loss results from fluctuations in the exchange rate between the Korean won and U.S. 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 basesbasis 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 the
period-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- or
non-income-based
tax examinations by tax authorities of the U.S., 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- or
non-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.
 
3938
Table of Contents
Discontinued Operations.
On March 30, 2020, we entered into the Business Transfer Agreement for the sale of our Foundry Services Group business and Fab 4 to the Buyer. As a result, the results of the Foundry Services Group business were classified as discontinued operations in our consolidated statements of operations and excluded from both continuing operations and segment results for all periods presented. On September 1, 2020, we completed the sale for a purchase price equal toof approximately $350.6 million in cash.
Capital
Expenditures.
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.
 
4039
Table of Contents
Results of Operations – Comparison of Three Months Ended SeptemberJune 30, 20202021 and 20192020
The following table sets forth consolidated results of operations for the three months ended SeptemberJune 30, 20202021 and 2019:2020:
 
  
Three Months Ended
September 30, 2020
 
Three Months Ended
September 30, 2019
     
Three Months Ended
June 30, 2021
 
Three Months Ended
June 30, 2020
   
  
Amount
 
% of
Total revenues
 
Amount
 
% of
Total revenues
 
Change
Amount
   
Amount
 
% of
Total revenues
 
Amount
 
% of
Total revenues
 
Change
Amount
 
  
(In millions)
   
(In millions)
 
Revenues
            
Net sales – standard products business
  $116.3  93.1%  $139.3  93.4%  $ (23.0)   $103.3   90.7%  $109.0   91.7%  $(5.7) 
Net sales – transitional Fab 3 foundry services
   8.6  6.9  9.9  6.6  (1.3)    10.6   9.3   9.9   8.3   0.7 
  
 
   
 
   
 
   
 
   
 
   
 
 
Total revenues
   124.8  100.0  149.2  100.0  (24.4)    113.9   100.0   118.8   100.0   (5.0) 
Cost of sales
            
Cost of sales – standard products business
   87.5  70.1  104.0  69.7  (16.5)    70.4   61.8   76.8   64.6   (6.4) 
Cost of sales – transitional Fab 3 foundry services
   8.7  7.0  9.9  6.6  (1.2)    9.5   8.3   9.9   8.3   (0.4) 
  
 
   
 
   
 
��  
 
   
 
   
 
 
Total cost of sales
   96.2  77.1  113.9  76.4  (17.7)    79.9   70.2   86.7   73.0   (6.8) 
  
 
   
 
   
 
   
 
   
 
   
 
 
Gross profit
   28.6  22.9  35.3  23.6  (6.7)    34.0   29.8   32.1   27.0   1.8 
Selling, general and administrative expenses
   12.9  10.3  10.7  7.2  2.2    14.0   12.3   12.4   10.4   1.6 
Research and development expenses
   12.5  10.0  10.2  6.9  2.2    13.3   11.7   11.1   9.3   2.2 
Other charges
   5.0   4.4   —     —     5.0 
  
 
   
 
   
 
   
 
   
 
   
 
 
Operating income
   3.2  2.6  14.3  9.6  (11.1)    1.6   1.4   8.6   7.3   (7.0) 
  
 
   
 
   
 
 
Interest expense
   (5.5)  (4.4)  (5.5)  (3.7)  0.1    (0.1)   (0.1)   (5.4)   (4.6)   5.3 
Foreign currency gain (loss), net
   8.9  7.1  (22.0)  (14.7)  30.8 
Foreign currency gain, net
   0.3   0.2   8.5   7.1   (8.2) 
Others, net
   0.7  0.6  0.7  0.5  0.0    0.6   0.5   0.8   0.7   (0.2) 
  
 
   
 
   
 
   
 
   
 
   
 
 
   4.1  3.3  (26.8)  (18.0)  30.9    0.8   0.7   3.8   3.2   (3.1) 
  
 
   
 
   
 
   
 
   
 
   
 
 
Income (loss) from continuing operations before income tax expense
   7.3  5.9  (12.5)  (8.4)  19.8 
Income tax expense (benefit)
   (1.1)  (0.9)  1.7  1.2  (2.9) 
Income from continuing operations before income tax expense
   2.4   2.1   12.5   10.5   (10.0) 
Income tax expense
   2.6   2.3   0.7   0.6   1.9 
  
 
   
 
   
 
   
 
   
 
   
 
 
Income (loss) from continuing operations
   8.5  6.8  (14.2)  (9.5)  22.7    (0.2)   (0.2)   11.8   9.9   (12.0) 
Income from discontinued operations, net of tax
   264.5  211.9  12.6  8.5  251.9    —     —     17.4   14.6   (17.4) 
  
 
   
 
   
 
   
 
   
 
   
 
 
Net income (loss)
  $273.0  218.7  $(1.6)  (1.1)  $274.6   $(0.2)   (0.2)  $29.2   24.5  $(29.4) 
  
 
   
 
   
 
   
 
   
 
   
 
 
 
4140
Table of Contents
The following sets forth information relating to our continuing operations:
 
                                                                                                                                                                
 
Three Months Ended
September 30, 2020
 
Three Months Ended
September 30, 2019
     
Three Months Ended
June 30, 2021
 
Three Months Ended
June 30, 2020
   
 
Amount
 
% of
Total Revenues
 
Amount
 
% of
Total Revenues
 
Change
Amount
   
Amount
   
% of
Total revenues
 
Amount
   
% of
Total revenues
 
Change
Amount
 
 
(In millions)
   
(In millions)
 
Revenues
             
Net sales – standard products business
             
Display Solutions
 $69.6   55.7%  $90.6   60.7%  $ (21.0)   $46.6    40.9%  $69.2    58.2%  $(22.6) 
Power Solutions
  46.7   37.4   48.7   32.7   (2.0)    56.7    49.8   39.8    33.5   16.9 
 
 
  
 
  
 
  
 
  
 
   
 
   
 
  
 
   
 
  
 
 
Total standard products business
  116.3   93.1   139.3   93.4   (23.0)    103.3    90.7   109.0    91.7   (5.7) 
Net sales – transitional Fab 3 foundry services
  8.6   6.9   9.9   6.6   (1.3)    10.6    9.3   9.9    8.3   0.7 
 
 
  
 
  
 
  
 
  
 
   
 
   
 
  
 
   
 
  
 
 
Total revenues
 $124.8   100.0%  $149.2   100.0%  $ (24.4)   $113.9    100.0%  $118.8    100.0%  $(5.0) 
 
 
  
 
  
 
  
 
  
 
   
 
   
 
  
 
   
 
  
 
 
 
              
              
              
              
              
                      
                      
                      
                      
                      
    
Three Months Ended
September 30, 2020
   
Three Months Ended
September 30, 2019
       
Three Months Ended
June 30, 2021
 
Three Months Ended
June 30, 2020
   
    
Amount
   
% of
Net sales
   
Amount
     
% of
Net sales
   
Change
Amount
   
Amount
   
% of
Net sales
 
Amount
   
% of
Net sales
 
Change
Amount
 
    
(In millions)
   
(In millions)
 
Gross Profit
                      
Gross profit – standard products business
    $28.8    24.7%   $35.3      25.3%   $ (6.5)   $32.9    31.8%  $32.1    29.5%  $0.7 
Gross profit – transitional Fab 3 foundry services
     (0.2)    (2.1)    —        —      (0.2)    1.1    10.5   —      —     1.1 
    
 
   
 
   
 
     
 
   
 
   
 
   
 
  
 
   
 
  
 
 
Total gross profit
    $28.6    22.9%   $35.3      23.6%   $ (6.7)   $  34.0      29.8%  $  32.1      27.0%  $   1.8 
    
 
   
 
   
 
     
 
   
 
   
 
   
 
  
 
   
 
  
 
 
Revenues
Total revenues were $124.8$113.9 million for the three months ended SeptemberJune 30, 2020,2021, a $24.4 $5.0��million, or 16.3%4.2%, decrease compared to $149.2$118.8 million for the three months ended SeptemberJune 30, 2019.2020. This decrease was primarily due to a decrease in revenue related to our standard products business as described below.
The standard products business.
 Net sales from our standard products business were $116.3$103.3 million for the three months ended SeptemberJune 30, 2020,2021, a $23.0$5.7 million, or 16.5%5.2%, decrease compared to $139.3$109.0 million for the three months ended SeptemberJune 30, 2019. The2020. This decrease in net sales from our Display Solutions business line was primarily attributable to the U.S. Government’s export restrictions on Huawei, which is a downstream customer of some ofdecrease in revenue from our direct customers, that impacted the shipment of certain mobile OLED display driver ICs stemming from a continuing global shortage in manufacturing capacity, as we outsource manufacturing of these products to our customers, andexternal
12-inch
foundries. This decrease was offset in part by a strategic reduction of our lower margin
non-auto
LCD DDIC business. The decrease in net sales from our Power Solutions business line was primarily attributable to the Fab 3 power outage that affected our ability to meet customerhigher demand for somepower products such as MOSFETs, including
high-end
MOSFETs, primarily for TVs and
e-bikes,
whereas the revenue for power products in the second quarter of our Power Solution products during the three months ended September 30, 2020.2020 was impacted by
COVID-19-related
supply chain issues and market softness in China.
The transitional Fab 3 foundry services.
Net sales from the transitional Fab 3 foundry services were $8.6$10.6 million and $9.9 million for the three months ended SeptemberJune 30, 20202021 and 2019,2020, respectively.
Gross Profit
Total gross profit was $28.6$34.0 million for the three months ended SeptemberJune 30, 20202021 compared to $35.3$32.1 million for the three months ended SeptemberJune 30, 2019,2020, a $6.7$1.8 million, or 18.9%5.7%, decrease.increase. Gross profit as a percentage of net sales for the three months ended SeptemberJune 30, 2020 decreased2021 increased to 22.9%29.8% compared to 23.6%27.0% for the three months ended SeptemberJune 30, 2019. The decrease in gross profit and gross profit as a percentage of net sales was primarily due to a decrease in gross profit and gross profit as a percentage of net sales from our standard products business as further described below.2020.
The standard products business.
 Gross profit from our standard products business was $28.8$32.9 million for the three months ended SeptemberJune 30, 2020,2021, which represented a $6.5$0.7 million, or 18.4%2.2%, decreaseincrease from gross profit of $35.3$32.1 million for the three months ended SeptemberJune 30, 2019.2020. Gross profit as a percentage of net sales for the three months ended SeptemberJune 30, 2020 decreased2021 increased to 24.7%31.8% compared to 25.3%29.5% for the three months ended SeptemberJune 30, 2019.2020. The decrease was primarily attributable to a $2.3 million of unexpected excess and obsolete inventory charge that we recordedincrease in the third quarter of 2020 in relation to the U.S. Government’s export restrictions on Huawei, which is a downstream customer of some of our direct customers. The delayed recovery of Fab 3 from the power outage, which resulted in a lower than anticipated utilization rate, also negatively affected both gross profit and gross profit asmargin was primarily attributable to an improved product mix and a percentagehigher utilization rate of net sales.our internal fabrication facility in Gumi.
 
4241
Table of Contents
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 SeptemberJune 30, 20202021 and 2019:2020:
 
  
Three Months Ended
September 30, 2020
 
Three Months Ended
September 30, 2019
     
Three Months Ended
June 30, 2021
 
Three Months Ended
June 30, 2020
   
  
Amount
   
% of
Net Sales –
standard
products
business
 
Amount
   
% of
Net Sales –
standard
products
business
 
Change
Amount
   
Amount
   
% of
Net sales –
standard
products
business
 
Amount
   
% of
Net sales –
standard
products
business
 
Change
Amount
 
  
(In millions)
   
(In millions)
 
Korea
  $28.4    24.4%  $36.1    25.9%  $(7.7)   $30.9    29.9%  $22.0    20.2%  $8.9 
Asia Pacific (other than Korea)
   84.2    72.4  100.9    72.4  (16.7)    69.4    67.2   84.2    77.3   (14.9) 
United States
   1.8    1.5  0.5    0.3  1.3    1.4    1.3   1.5    1.3   (0.1) 
Europe
   1.5    1.2  1.5    1.1  (0.1)    1.2    1.2   0.9    0.8   0.4 
Others
   0.5    0.4  0.3    0.2  0.2    0.5    0.5   0.5    0.4   0.0 
  
 
   
 
  
 
   
 
  
 
   
 
   
 
  
 
   
 
  
 
 
  $116.3    100.0%  $139.3    100.0%  $ (23.0)   $103.3    100.0%  $109.0    100.0%  $(5.7) 
  
 
   
 
  
 
   
 
  
 
   
 
   
 
  
 
   
 
  
 
 
Net sales – standard products business in Korea for the three months ended SeptemberJune 30, 2020 decreased2021 increased from $36.1$22.0 million to $28.4$30.9 million compared to the three months ended SeptemberJune 30, 2019, which represented a decrease of $7.72020, or by $8.9 million, or 21.4%40.6%, primarily due to a strategic reduction of our lower margin
non-auto
LCD DDIC business and lowerhigher demand for power products such as MOSFETs, including
high-end
MOSFETs, primarily for TV and smartphone applications, whichapplications. This increase was offset in part by an increasea decrease in revenue related to our mobile OLED display driver ICs duestemming from a continuing global shortage in manufacturing capacity, as we outsource manufacturing of these products to an increase in demand for production of new OLED smartphones by Chinese manufacturers due in part to the geographic diversification of our OLED product portfolio amid aexternal
COVID-19-related12-inch
foundries.
disruption. This increase continued until the U.S. Government’s export restrictions on Huawei, which is a downstream customer of some of our direct customers, impacted the shipment of certain mobile OLED display driver ICs to certain of our customers.
Net sales – standard products business in Asia Pacific (other than Korea) for the three months ended SeptemberJune 30, 20202021 decreased to $84.2$69.4 million from $100.9$84.2 million in the three months ended SeptemberJune 30, 2019, which represented a decrease of $16.72020, or by $14.9 million, or 16.5%17.6%, primarily due to the U.S. Government’s export restrictions on Huawei, which is a downstream customer of some ofdecrease in revenue from our direct customers, that impacted the shipment of certain mobile OLED display driver ICs stemming from a continuing global shortage in manufacturing capacity, as we outsource manufacturing of these products to our customers.external
12-inch
foundries, which was offset in part by a higher demand for power products such as MOSFETs, including
high-end
MOSFETs, primarily for TVs and
e-bikes.
Operating Expenses
Selling,
General
and
Administrative
Expenses.
 Selling, general and administrative expenses were $12.9$14.0 million, or 10.3%,12.3% of total revenues, for the three months ended SeptemberJune 30, 2020,2021, compared to $10.7$12.4 million, or 7.2%,10.4% of total revenues, for the three months ended SeptemberJune 30, 2019.2020. The increase of $2.2$1.6 million, or 20.6%12.8%, was primarily attributable to ancertain
non-income-based
tax assessments of $0.6 million as a result of a regular tax examination completed for our primary operating entity in Korea for multiple tax years, and the grant timing of equity-based compensation. This increase was offset in employee compensation, including equity-based compensation.part by a decrease in professional fees mainly comprised of legal and consulting fees.
Research
and
Development
Expenses.
 Research and development expenses were $12.5$13.3 million, or 10.0%,11.7% of total revenues, for the three months ended SeptemberJune 30, 2020,2021, compared to $10.2$11.1 million, or 6.9%,9.3% of total revenues, for the three months ended SeptemberJune 30, 2019.2020. The increase of $2.2 million, or 21.9%19.9%, was primarily attributable to an increase in development activitiesoutside service fees and various overhead expenses.
Other Charges.
Other charges were $5.0 million for ourthe three months ended June 30, 2021, which consisted of
28-nanometernon-recurring
OLED display driver ICsprofessional service fees and an increaseexpenses incurred in employee compensation, including equity-based compensation.connection with the Merger and regulatory requests.
Operating Income
As a result of the foregoing, operating income of $3.2was $1.6 million was recorded for the three months ended SeptemberJune 30, 2020,2021 compared to operating income of $14.3$8.6 million the three months ended SeptemberJune 30, 2019.2020. As discussed above, the decrease in operating income of $11.1$7.0 million resulted primarily from a $6.7$5.0 million decreaseincrease in gross profit,other charges, $2.2 million increase in research and development expenses, and a $2.2$1.6 million increase in selling, general and administrative expenses andexpenses. This increase was offset in part by a $2.2$1.8 million increase in research and development expenses.gross profit.
 
4342
Table of Contents
Other Income (Expense)
Interest
Expense.
 Interest expenses were $5.5was $0.1 million and $5.4 million for each of the three months ended SeptemberJune 30, 2021 and June 30, 2020, respectively. Interest expenses was incurred primarily under our 2021 Notes and September 30, 2019.Exchangeable Notes. We redeemed all outstanding 2021 Notes on October 2, 2020. Our Exchangeable Notes were exchanged for common stock prior to their maturity date of March 1, 2021. From and after October 2, 2020 and March 1, 2021, we have not incurred interest expense associated with the 2021 Notes and Exchangeable Notes, respectively.
Foreign
Currency
Currency Gain, (Loss),
Net.
 Net foreign currency gain for the three months ended SeptemberJune 30, 20202021 was $8.9$0.3 million compared to net foreign currency lossgain of $22.0$8.5 million for the three months ended SeptemberJune 30, 2019.2020. The net foreign currency gain for the three months ended SeptemberJune 30, 2021 and June 30, 2020 was due to the appreciation in value of the Korean won relative to the U.S. dollar during the period. The net foreign currency loss for the three months ended September 30, 2019 was due to the depreciation in value of the Korean won relative to the U.S. dollar during the period.
A substantial portion of our net foreign currency gain or loss is
non-cash
translation gain or loss associated with intercompany long-term loans to our Korean subsidiary, which are denominated in U.S. dollars, and are affected by changes in the exchange rate between the Korean won and the U.S. dollar. As of SeptemberJune 30, 20202021 and SeptemberJune 30, 2019,2020, the outstanding intercompany loan balances, including accrued interest between our Korean subsidiary and our Dutch subsidiary, were $446.0$387 million and $679.6$691 million, respectively. The decrease in the outstanding intercompany loan balances including accrued interest was primarily attributable to our Korean subsidiary’s repayment of certain loans by our Dutch subsidiary to fund the redemption of the outstanding 2021 Notes on October 2, 2020. Foreign currency translation gain or loss from intercompany balances 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.
Others,
Net.
Others were comprised of rental income, interest income, and gains and losses from valuation of derivatives which were designated as hedging instruments. Others for the three months ended SeptemberJune 30, 2021 and June 30, 2020 was $0.6 million and September 30, 2019 was $0.7$0.8 million, in each period.respectively.
Income Tax Expense (Benefit)
Income tax benefitexpense was $2.6 million for the three months ended SeptemberJune 30, 2020 was $1.1 million,2021, which was primarily attributable to the foreign translation loss realized by our Korean subsidiary upon the repayment of a part of its intercompany loans by the Dutch subsidiary to fund the redemption of the 2021 Notes. Income tax expense of $1.7 million for the three month ended September 30, 2019 was primarily attributable to interest on intercompany loan balances.balances and certain income-based tax assessments of $0.6 million as a result of a regular tax examination completed for our Korean subsidiary for multiple tax years. Income tax expense was recorded$0.7 million for our Korean subsidiary basedthe three months ended June 30, 2020, which was primarily attributable to interest on intercompany loan balances and the estimated taxable income for the respective periods,our Korean subsidiary, combined with its ability to utilize net operating loss carryforwards up to 60% in 2019..
Income (Loss) from Continuing Operations
As a result of the foregoing, income from continuing operations increaseddecreased by $22.7$12.0 million for the three months ended SeptemberJune 30, 20202021 compared to the three months ended SeptemberJune 30, 2019.2020. As discussed above, the increasedecrease in income from continuing operations primarily resulted from a $30.8an $8.2 million improvementdecrease in net foreign currency lossgain and a $2.9$7.0 million decrease in operating income, tax expense, which waswere offset in part by an $11.1a $5.3 million decrease in operating income.interest expense.
Income from Discontinued Operations, Net of Tax
On March 30, 2020, we entered into the Business Transfer Agreement for the sale of our Foundry Services Group business and Fab 4. As a result, the results of the Foundry Services Group business were classified as discontinued operations in our consolidated statements of operations and excluded from our continuing operations for all periods presented.
Income from discontinued operations, net of tax for the three months ended September 30, 2020 was $264.5 million, compared to income from discontinued operations, net of tax of $12.6$17.4 million for the three months ended June 30, 2020. On September 30, 2019. The $251.91, 2020, we completed the sale of our Foundry Services Group business and Fab 4 for a purchase price equal to approximately $350.6 million increase in incomecash. We have not incurred a gain or loss from discontinued operations net of tax primarily resulted from a $287.1 million increase in gain on2021 as the sale of discontinued operations, whichthe Foundry Service Group business and Fab 4 was offsetcompleted in part by a $14.5 million increase in income tax expense, a $10.8 million increase in transaction costs, a $7.1 million increase in restructuring and other charges and a $5.4 million decrease in gross profit.2020.
Net Income (Loss)
As a result of the foregoing, a net incomeloss of $273.0$0.2 million was recorded for the three months ended SeptemberJune 30, 20202021 compared to a net lossincome of $1.6$29.2 million for the three months ended SeptemberJune 30, 2019.2020. As discussed above, the increasedecrease in net income of $274.6$29.4 million primarily resulted from a $251.9$17.4 million increasedecrease in income from discontinued operations, net of tax mainly attributable to the completion of the sale of the Foundry Service Group business and Fab 4, and a $22.7$12.0 million improvementdecrease in lossincome from continuing operations.
 
4443
Table of Contents
Results of Operations – Comparison of NineSix Months Ended SeptemberJune 30, 20202021 and 20192020
The following table sets forth consolidated results of operations for the ninesix months ended SeptemberJune 30, 20202021 and 2019:2020:
 
  
Nine Months Ended
September 30, 2020
 
Nine Months Ended
September 30, 2019
     
Six Months Ended
June 30, 2021
 
Six Months Ended
June 30, 2020
   
  
Amount
 
% of
Total revenues
 
Amount
 
% of
Total revenues
 
Change
Amount
   
Amount
 
% of
Total revenues
 
Amount
 
% of
Total revenues
 
Change
Amount
 
  
(In millions)
   
(In millions)
 
Revenues
            
Net sales – standard products business
  $336.0  92.3%  $371.5  93.5%  $(35.6)   $216.2   91.3%  $219.7   91.8%  $(3.5) 
Net sales – transitional Fab 3 foundry services
   28.2  7.7  25.8  6.5  2.4    20.7   8.7   19.6   8.2   1.1 
  
 
   
 
   
 
   
 
   
 
   
 
 
Total revenues
   364.1  100.0  397.3  100.0  (33.2)    236.9   100.0   239.3   100.0   (2.4) 
Cost of sales
            
Cost of sales – standard products business
   245.9  67.5  285.6  71.9  (39.7)    149.7   63.2   158.4   66.2   (8.8) 
Cost of sales – transitional Fab 3 foundry services
   28.3  7.8  25.8  6.5  2.6    18.9   8.0   19.6   8.2   (0.7) 
  
 
   
 
   
 
   
 
   
 
   
 
 
Total cost of sales
   274.3  75.3  311.4  78.4  (37.2)    168.5   71.1   178.0   74.4   (9.5) 
  
 
   
 
   
 
   
 
   
 
   
 
 
Gross profit
   89.9  24.7  85.9  21.6  4.0    68.4   28.9   61.3   25.6   7.1 
Selling, general and administrative expenses
   37.4  10.3  33.8  8.5  3.6    26.6   11.2   24.5   10.2   2.1 
Research and development expenses
   34.1  9.4  34.0  8.6  0.0    26.7   11.3   21.6   9.0   5.1 
Other charges
   0.6  0.2   —     —    0.6    15.4   6.5   0.6   0.2   14.9 
  
 
   
 
   
 
   
 
   
 
   
 
 
Operating income
   17.8  4.9  18.0  4.5  (0.2) 
  
 
   
 
   
 
 
Operating income (loss)
   (0.5)   (0.2)   14.6   6.1   (15.1) 
Interest expense
   (16.5)  (4.5)  (16.6)  (4.2)  0.1    (1.1)   (0.5)   (11.0)   (4.6)   9.9 
Foreign currency loss, net
   (13.6)  (3.7)  (44.2)  (11.1)  30.5    (4.4)   (1.9)   (22.5)   (9.4)   18.1 
Loss on early extinguishment of long-term borrowings, net
   —     —    (0.0)  (0.0)  0.0 
Others, net
   2.3  0.6  1.8  0.5  0.5    1.2   0.5   1.6   0.7   (0.4) 
  
 
   
 
   
 
   
 
   
 
   
 
 
   (27.8)  (7.6)  (59.0)  (14.9)  31.2    (4.3)   (1.8)   (31.9)   (13.3)   27.6 
  
 
   
 
   
 
   
 
   
 
   
 
 
Loss from continuing operations before income tax expense
   (10.0)  (2.7)  (41.0)  (10.3)  31.0    (4.8)   (2.0)   (17.3)   (7.2)   12.5 
Income tax expense
   0.8  0.2  3.3  0.8  (2.5)    2.9   1.2   2.0   0.8   0.9 
  
 
   
 
   
 
   
 
   
 
   
 
 
Loss from continuing operations
   (10.8)  (3.0)  (44.3)  (11.1)  33.4    (7.7)   (3.2)   (19.3)   (8.1)   11.6 
Income (loss) from discontinued operations, net of tax
   289.2  79.4  (1.0)  (0.2)  290.2 
Income from discontinued operations, net of tax
   —     —     24.7   10.3   (24.7) 
  
 
   
 
   
 
   
 
   
 
   
 
 
Net income (loss)
  $278.4  76.5  $(45.3)  (11.4)  $323.6   $(7.7)   (3.2)  $5.4   2.3  $(13.1) 
  
 
   
 
   
 
   
 
   
 
   
 
 
 
4544
Table of Contents
The following sets forth information relating to our continuing operations:
 
                                                                                                    
 
Nine Months Ended
September 30, 2020
 
Nine Months Ended
September 30, 2019
     
Six Months Ended
June 30, 2021
 
Six Months Ended
June 30, 2020
   
 
Amount
 
% of
Total Revenues
 
Amount
 
% of
Total Revenues
 
Change
Amount
   
Amount
   
% of
Total revenues
 
Amount
   
% of
Total revenues
 
Change
Amount
 
 
(In millions)
   
(In millions)
 
Revenues
             
Net sales – standard products business
             
Display Solutions
 $216.4  59.4%  $233.0  58.7%  $(16.7)   $105.5    44.5%  $146.8    61.3%  $(41.3) 
Power Solutions
 119.6  32.8  138.5  34.9  (18.9)    110.7    46.7   72.9    30.5   37.8 
 
 
  
 
  
 
  
 
  
 
   
 
   
 
  
 
   
 
  
 
 
Total standard products business
 336.0  92.3  371.5  93.5  (35.6)    216.2    91.3   219.7    91.8   (3.5) 
Net sales – transitional Fab 3 foundry services
 28.2  7.7  25.8  6.5  2.4    20.7    8.7   19.6    8.2   1.1 
 
 
  
 
  
 
  
 
  
 
   
 
   
 
  
 
   
 
  
 
 
Total revenues
 $364.1  100.0%  $397.3  100.0%  $(33.2)   $236.9    100.0%  $239.3    100.0%  $(2.4) 
 
 
  
 
  
 
  
 
  
 
   
 
   
 
  
 
   
 
  
 
 
 
                 
                 
                 
                 
                 
                                                                                                              
  
Nine Months Ended
September 30, 2020
 
Nine Months Ended
September 30, 2019
     
Six Months Ended
June 30, 2021
 
Six Months Ended
June 30, 2020
   
  
Amount
 
% of
Net sales
 
Amount
   
% of
Net sales
 
Change
Amount
   
Amount
   
% of
    Net sales    
 
Amount
   
% of
    Net sales    
 
Change
Amount
 
  
(In millions)
   
(In millions)
 
Gross Profit
               
Gross profit – standard products business
  $90.0   26.8%  $85.9    23.1%  $4.1   $66.5    30.8%  $61.3    27.9%  $5.3 
Gross profit – transitional Fab 3 foundry services
   (0.2)   (0.6)   —      —     (0.2)    1.8    8.9   —      —     1.8 
  
 
  
 
  
 
   
 
  
 
   
 
   
 
  
 
   
 
  
 
 
Total gross profit
  $89.9   24.7%  $85.9    21.6%  $4.0   $68.4    28.9%  $61.3    25.6%  $7.1 
  
 
  
 
  
 
   
 
  
 
   
 
   
 
  
 
   
 
  
 
 
Revenues
Total revenues were $364.1$236.9 million for the ninesix months ended SeptemberJune 30, 2020,2021, a $33.2$2.4 million, or 8.4%1.0%, decrease compared to $397.3$239.3 million for the ninesix months ended SeptemberJune 30, 2019.2020. This decrease was primarily due to a decrease in revenue related to our standard products business as described below.
The standard products business.
 Net sales from our standard products business were $336.0$216.2 million for the ninesix months ended SeptemberJune 30, 2020,2021, a $35.6$3.5 million, or 9.6%1.6%, decrease compared to $371.5$219.7 million for the ninesix months ended SeptemberJune 30, 2019. The2020. This decrease in net sales from our Display Solutions business line was primarily attributable to a decrease in revenue from our mobile OLED display driver ICs stemming from a continuing global shortage in manufacturing capacity, as we outsource manufacturing of these products to external
12-inch
foundries, and a strategic reduction of our lower margin
non-auto
LCD DDIC business andbusiness. This decrease was offset in part by a decrease in revenue related to our mobile OLED display driver ICs as a result of
COVID-19,
which negatively affected the global smartphone market in 2020. The U.S. Government’s export restrictions on Huawei, which is a downstream customer of some of our direct customers, also impacted the shipment of certain mobile OLED display driver ICs to certain of our customers. The decrease in net sales from our Power Solutions business line was primarily attributable to the significant global macro-economic market disruption due to
COVID-19,
which affected customerhigher demand for somepower products such as MOSFETs, including
high-end
MOSFETs, primarily for TVs and
e-bikes,
whereas the revenue for power products in the first half of our Power Solution products.2020 was impacted by
COVID-19-related
supply chain issues and market softness in China.
The transitional Fab 3 foundry services.
Net sales from the transitional Fab 3 foundry services were $28.2$20.7 million and $25.8$19.6 million for the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively.
Gross Profit
Total gross profit was $89.9$68.4 million for the ninesix months ended SeptemberJune 30, 20202021 compared to $85.9$61.3 million for the ninesix months ended SeptemberJune 30, 2019,2020, a $4.0$7.1 million, or 4.6%11.6%, increase. Gross profit as a percentage of net sales for the ninesix months ended SeptemberJune 30, 20202021 increased to 24.7%28.9% compared to 21.6%25.6% for the ninesix months ended SeptemberJune 30, 2019.2020. The increase in gross profit and gross profit as a percentage of net sales was primarily due to the increase in gross profit and gross profit as a percentage of net sales from our standard products business as further described below.
The standard products business.
 Gross profit from our standard products business was $90.0$66.5 million for the ninesix months ended SeptemberJune 30, 2020,2021, which represented a $4.1$5.3 million, or 4.8%8.6%, increase from gross profit of $85.9$61.3 million for the ninesix months ended SeptemberJune 30, 2019.2020. Gross profit as a percentage of net sales for the ninesix months ended SeptemberJune 30, 20202021 increased to 26.8%30.8% compared to 23.1%27.9% for the ninesix months ended SeptemberJune 30, 2019.2020. The increase in both gross profit and gross profit as a percentage of net salesmargin was primarily attributable to inventory reserves related to certain legacy display products that were recordedan improved product mix and a higher utilization rate of our internal fabrication facility in the firstGumi.
 
46
Table of Contents
half of 2019 and an improved product mix, which was offset in part by a $2.3 million of unexpected excess and obsolete inventory charge that we recorded in the third quarter of 2020 in relation to the U.S. Government’s export restrictions on Huawei, which is a downstream customer of some of our direct customers. The delayed recovery of Fab 3 from the power outage, resulting in a lower than anticipated utilization rate, also negatively affected both gross profit and gross profit as a percentage of net sales.
4745
Table of Contents
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 ninesix months ended SeptemberJune 30, 20202021 and 2019:2020:
 
  
Nine Months Ended
September 30, 2020
 
Nine Months Ended
September 30, 2019
     
Six Months Ended
June 30, 2021
 
Six Months Ended
June 30, 2020
   
  
Amount
   
% of
Net Sales –
standard
products
business
 
Amount
   
% of
Net Sales –
standard
products
business
 
Change
Amount
   
Amount
   
% of
Net sales –
standard
products
business
 
Amount
   
% of
Net sales –
standard
products
business
 
Change
Amount
 
  
(In millions)
   
(In millions)
 
Korea
  $81.1    24.2%  $107.3    28.9%  $(26.2)   $57.3    26.5%  $52.8    24.0%  $4.5 
Asia Pacific (other than Korea)
   245.9    73.2  258.3    69.5  (12.3)    153.1    70.8   161.8    73.6   (8.7) 
United States
   4.0    1.2  1.6    0.4  2.4    2.6    1.2   2.2    1.0   0.5 
Europe
   3.3    1.0  3.5    .0.9  (0.2)    2.4    1.1   1.8    0.8   0.6 
Others
   1.6    0.5  0.8    0.2  0.8    0.7    0.3   1.2    0.5   (0.5) 
  
 
   
 
  
 
   
 
  
 
   
 
   
 
  
 
   
 
  
 
 
  $336.0    100.0%  $371.5    100.0%  $(35.6)   $216.2    100.0%  $219.7    100.0%  $(3.5) 
  
 
   
 
  
 
   
 
  
 
   
 
   
 
  
 
   
 
  
 
 
Net sales – standard products business in Korea for the ninesix months ended SeptemberJune 30, 2020 decreased2021 increased from $107.3$52.8 million to $81.1$57.3 million compared to the ninesix months ended SeptemberJune 30, 2019, which represented a decrease of $26.22020, or by $4.5 million, or 24.4%8.6%, primarily due to a strategic reduction of our lower margin
non-auto
LCD DDIC business and lowerhigher demand for power products such as MOSFETs, including
high-end
MOSFETs, primarily for TV and smartphone applications, whichapplications. This increase was offset in part by an increasea decrease in revenue related to our mobile OLED display driver ICs duestemming from a continuing global shortage in manufacturing capacity, as we outsource manufacturing of these products to an increase in demand for production of new OLED smartphones by Chinese manufacturers due in part to the geographic diversificationexternal
12-inch
foundries, and a strategic reduction of our OLED product portfolio amid alower margin
COVID-19-relatednon-auto
disruption. This increase continued until the U.S. Government’s export restrictions on Huawei, which is a downstream customer of some of our direct customers, impacted the shipment of certain mobile OLED display driver ICs to certain of our customers.LCD business.
Net sales – standard products business in Asia Pacific (other than Korea) for the ninesix months ended SeptemberJune 30, 20202021 decreased to $245.9$153.1 million from $258.3$161.8 million in the ninesix months ended SeptemberJune 30, 2019, which represented a decrease of $12.32020, or by $8.7 million, or 4.8%5.4%, primarily due to a decrease in revenue related tofrom our mobile OLED display driver ICs stemming from a continuing global shortage in manufacturing capacity, as we outsource manufacturing of these products to external
12-inch
foundries, which was offset in part by a result ofhigher demand for power products such as MOSFETs, including
COVID-19,high-end
which negatively has affected the global smartphone market in 2020. The U.S. Government’s export restrictions on Huawei, which is a downstream customer of some of our direct customers, also impacted the shipment of certain mobile OLED display driver ICs to certain of our customers.MOSFETs, primarily for TVs and
e-bikes.
Operating Expenses
Selling,
General
and
Administrative
Expenses.
 Selling, general and administrative expenses were $37.4$26.6 million, or 10.3%,11.2% of total revenues, for the ninesix months ended SeptemberJune 30, 2020,2021, compared to $33.8$24.5 million, or 8.5%,10.2% of total revenues, for the ninesix months ended SeptemberJune 30, 2019.2020. The increase of $3.6$2.1 million, or 10.6%8.7%, was primarily attributable to ancertain
non-income-based
tax assessments of $0.6 million as a result of a regular tax examination completed for our primary operating entity in Korea for multiple tax years, and the grant timing of equity-based compensation. This increase in employee compensation, including equity-based compensation, and legal and consulting service fees, which was offset in part by a $0.5 milliondecrease in professional fees mainly comprised of legal settlement charge related to dispute with a prior customer recorded in the first quarter of 2019.and consulting fees.
Research
and
Development
Expenses.
 Research and development expenses were $34.1$26.7 million, or 9.4%,11.3% of total revenues, for the ninesix months ended SeptemberJune 30, 2020, which remained flat,2021, compared to $34.0$21.6 million, or 8.6%,9.0% of total revenues, for the ninesix months ended SeptemberJune 30, 2019.2020. The increase of $5.1 million, or 23.7%, was primarily attributable to an increase in outside service fees and variable overhead expenses, and an increase in material costs for new product development.
Other Charges.
Other charges were $15.4 million for the six months ended June 30, 2021, which were consisted of
non-recurring
professional service fees and expenses incurred in connection with the Merger and regulatory requests. Other charges were $0.6 million for the ninesix months ended SeptemberJune 30, 2020,2021, which consisted of pertained to
non-recurring
professional service fees and expenses incurred in connection with certain treasury and finance initiatives incurred during the three months ended March 31, 2020.initiatives.
Operating Income (Loss)
As a result of the foregoing, operating income of $17.8loss was $0.5 million was recorded for the ninesix months ended SeptemberJune 30, 20202021 compared to operating income of $18.0$14.6 million the ninesix months ended SeptemberJune 30, 2019.2020. As discussed above, the decrease in operating income of $0.2$15.1 million resulted primarily from a $3.6$14.9 million increase in other charges, a $5.1 million increase in research and development expenses, and a $2.1 million increase in selling, general and administrative expenses and a $0.6 millionexpenses. This increase was offset in other charges, which was nearly offsetpart by a $4.0$7.1 million increase in gross profit.
 
4846
Table of Contents
Other Income (Expense)
Interest
Expense.
 Interest expenses were $16.5was $1.1 million and $16.6$11.0 million for the ninesix months ended SeptemberJune 30, 2021 and June 30, 2020, respectively. Interest expenses was incurred primarily under our 2021 Notes and September 30, 2019,Exchangeable Notes. We redeemed all outstanding 2021 Notes on October 2, 2020. Our Exchangeable Notes were exchanged for common stock prior to their maturity date of March 1, 2021. From and after October 2, 2020 and March 1, 2021, we have not incurred interest expense associated with the 2021 Notes and Exchangeable Notes, respectively.
Foreign
Currency
Loss,
Net.
 Net foreign currency loss for the ninesix months ended SeptemberJune 30, 20202021 was $13.6$4.4 million compared to net foreign currency loss of $44.2$22.5 million for the ninesix months ended SeptemberJune 30, 2019.2020. The net foreign currency loss for the ninesix months ended SeptemberJune 30, 20202021 and SeptemberJune 30, 20192020 was due to the depreciation in value of the Korean won relative to the U.S. dollar during eachthe period.
A substantial portion of our net foreign currency gain or loss is
non-cash
translation gain or loss associated with intercompany long-term loans to our Korean subsidiary, which are denominated in U.S. dollars, and are affected by changes in the exchange rate between the Korean won and the U.S. dollar. As of SeptemberJune 30, 20202021 and SeptemberJune 30, 2019,2020, the outstanding intercompany loan balances, including accrued interest between our Korean subsidiary and our Dutch subsidiary, were $446.0$387 million and $679.6$691 million, respectively. The decrease in the outstanding intercompany loan balances including accrued interest was primarily attributable to our Korean subsidiary’s repayment of certain loans by our Dutch subsidiary to fund the redemption of the outstanding 2021 Notes on October 2, 2020. Foreign currency translation gain or loss from intercompany balances 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 months ended September 30, 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 net loss.
Others,
Net.
Others were comprised of rental income, interest income, and gains and losses from valuation of derivatives which were designated as hedging instruments. Others for the ninesix months ended SeptemberJune 30, 2021 and June 30, 2020 and September 30, 2019 was $2.3$1.2 million and $1.8$1.6 million, respectively.
Income Tax Expense
Income tax expense was $0.8 million and $3.3$2.9 million for the ninesix months ended SeptemberJune 30, 2020 and 2019, respectively. Income tax expense for the nine months ended September 30, 20202021, which was primarily attributable to interest on intercompany loan balances which was offset in part byand certain income-based tax assessments of $0.6 million as a result of a regular tax examination completed during the income tax benefit due mainly to the foreign translation loss realized bysecond quarter of 2021 for our Korean subsidiary upon the repayment of a part of its intercompany loans by the Dutch subsidiary to fund the redemption of the 2021 Notes.for multiple tax years. Income tax expense was $2.0 million for the nine monthsix months ended SeptemberJune 30, 20192020, which was primarily attributable to interest on intercompany loan balances. Income tax expense was recorded for our Korean subsidiary based onbalances and the estimated taxable income for the respective periods,our Korean subsidiary, combined with its ability to utilize net operating loss carryforwards up to 60% in 2019 and 2020..
Loss from Continuing Operations
As a result ofLoss from continuing operations for the foregoing,six months ended June 30, 2021 was $7.7 million compared to loss from continuing operations improved by $33.4of $19.3 million for the ninesix months ended SeptemberJune 30, 2020 compared to the nine months ended September 30, 2019. As discussed above, the2020. The $11.6 million improvement in lossresults from continuing operations was primarily resulted from a $30.5attributable to an $18.1 million improvement in net foreign currency loss and a $2.5$9.9 million decrease in income tax expense.interest expense, which were offset in part by a $15.1 million decrease in operating income.
Income (Loss) from Discontinued Operations, Net of Tax
On March 30, 2020, we entered into the Business Transfer Agreement for the sale of our Foundry Services Group business and Fab 4. As a result, the results of the Foundry Services Group business were classified as discontinued operations in our consolidated statements of operations and excluded from our continuing operations for all periods presented.
Income from discontinued operations, net of tax was $24.7 million for the ninesix months ended June 30, 2020. On September 30,1, 2020, was $289.2we completed the sale of our Foundry Services Group business and Fab 4 for a purchase price equal to approximately $350.6 million compared toin cash. We have not incurred a gain or loss from discontinued operations net of tax of $1.0 million forin 2021 as the nine months ended September 30, 2019. The $290.2 million increase in income from discontinued operations, net of tax primarily resulted from a $287.1 million increase in gain on sale of discontinued operations, a $30.4 million increasethe Foundry Service Group business and Fab 4 was completed in gross profit due in part to depreciation and amortization associated with the assets classified as those held for sale having been ceased starting in the second quarter of 2020, a $3.3 million decrease in selling, general and administrative expenses and a $2.8 million decrease in research and development expenses, which were offset in part by a $15.7 million increase in income tax expense, a $10.8 million increase in transaction costs, a $5.8 million increase in restructuring and other charges.2020.
49
Table of Contents
Net Income (Loss)
As a result of the foregoing, a net incomeloss of $278.4$7.7 million was recorded for the ninesix months ended SeptemberJune 30, 20202021 compared to a net lossincome of $45.3$5.4 million for the ninesix months ended SeptemberJune 30, 2019.2020. As discussed above, the increasedecrease in net income of $323.6$13.1 million primarily resulted from a $290.2$24.7 million increasedecrease in income from discontinued operations, net of tax, mainly attributable to the completion of the sale of the Foundry Service Group business and Fab 4, and a $33.4which was offset by an $11.6 million improvement in loss from continuing operations.
 
5047
Table of Contents
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, cash flows from operations and financing activities. Our ability to manage cash and cash equivalents may be limited, as our primary cash flows are dictated from time to time 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 3. Sales of Accounts 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 SeptemberJune 30, 2020,2021, we do not have any accounts payable on extended terms or payment deferment with our vendors.
On September 1, 2020, we completed the previously announced sale of our Foundry Services Group business and Fab 4 to the BuyerKey Foundry Co., Ltd. in exchange for a purchase price equal to approximately $350.6 million which included an estimated positive working capital adjustment of approximately $5.9 million, pursuant to the terms of the Business Transfer Agreement, which was entered into on March 30, 2020.in cash. The purchase price was paid in a combination of U.S. Dollars in the amount of $46.5 million and Korean Won in the amount of approximately KRW 360.6 billion.
On October 2, 2020, we redeemed of all of our outstanding 2021 Notes. We paid approximately $227.4 million to fully redeem all of the outstanding $224.25 million aggregate principal amount of the 2021 Notes at a redemption price equal to the sum of 100% of the principal amount plus accrued and unpaid interest thereon.
On January 17, 2017, we issued an aggregate of $86.3 million in principal amount of our Exchangeable Notes. We may, from timePrior to time, repurchase a portionthe March 1, 2021 maturity of our outstanding our Exchangeable Notes, through open market purchases or privately negotiated transactions subjectholders elected to prevailing market conditions andexchange for an aggregate of 10,144,131 shares of our available cash reserves. In December 2018 and February 2019, we repurchased a principal amount equal to $1.6 million and $0.9 million, respectively,common stock in satisfaction in full of the remaining outstanding obligations under the Exchangeable Notes in the open market. As of September 30, 2020, our Exchangeable Notes were recorded as a current liability as their maturities were less than one year.Notes.
We currently believe that we will have sufficient cash reserves from cash on hand and expected cash from operations to fund our operations as well as capital expenditures for the next twelve12 months and the foreseeable future.
Working Capital
Our working capital balance as of SeptemberJune 30, 20202021 was $244.9$312.9 million compared to $245.5$236.0 million as of December 31, 2019.2020. The $76.9 million increase in working capital was primarily attributable to increased cash and cash equivalents as a result of the completion of saleexchange of our Foundry Services Group business and Fab 4, which was offset in part by reclassification of the outstanding Exchangeable Notes and 2021 Notes, which were reclassified as a current liabilityfor common stock prior to their maturity date of March 1, 2021.
Cash Flows
The consolidated statements of cash flows have not been adjusted to separately disclose cash flows related to discontinued operations for the six months ended June 30, 2020, but the material items in the firstoperating and third quarterinvesting activities of 2020, respectively.cash flows relating to discontinued operations in the referred period are disclosed in “Item 1. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 3 – Discontinued Operations” included elsewhere in this Report.
Cash Flows from Operating Activities
Cash inflow provided by operating activities totaled $51.5$10.4 million for the ninesix months ended SeptemberJune 30, 2020,2021, compared to $30.0$57.1 million of cash inflow provided by operating activities for the ninesix months ended SeptemberJune 30, 2019.2020. The net operating cash inflow for the ninesix months ended SeptemberJune 30, 20202021 reflects our net loss of $8.7$7.7 million, excluding gain on sale of discontinued operations, as adjusted favorably by $45.3$35.1 million, which mainly consisted of net foreign currency loss, depreciation and amortization, provision for severance benefits, restructuring and other charges, stock-based compensation and net favorableforeign currency loss, and net unfavorable impact of $15.0$17.0 million from changes of operating assets and liabilities.
Cash Flows from Investing Activities
Cash inflow provided byoutflow used in investing activities totaled $334.0$9.6 million for the ninesix months ended SeptemberJune 30, 2020,2021, compared to $22.6$11.8 million of cash outflow used in investing activities for the ninesix months ended SeptemberJune 30, 2019.2020. The $356.6$2.3 million increase in cash inflowdecrease was primarily attributable to $350.6a $4.0 million decrease in purchase of proceeds received from the sale of the Foundry Services Group businessproperty, plant and Fab 4,equipment and a $4.6$2.4 million net decrease in hedge collateral, andwhich were offset in part by a $1.1$4.1 million net decreaseincrease in guarantee deposits.
 
5148
Table of Contents
Cash Flows from Financing Activities
Cash inflow provided by financing activities totaled $1.1$0.6 million for the ninesix months ended SeptemberJune 30, 2020,2021, compared to $3.3$0.7 million of cash outflow used in financing activities for the ninesix months ended SeptemberJune 30, 2019.2020. The financing cash inflow for the ninesix months ended SeptemberJune 30, 20202021 was primarily attributable to $2.7$2.5 million of proceeds received from the issuance of common stock in connection with the exercise of stock options, which was offset in part by a payment of $1.7 million for the repurchase of our common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock units. The financing cash outflow for the six months ended June 30, 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 nine months ended September 30, 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,units, which was offset in part by $1.0a $0.7 million of proceeds received from the issuance of common stock in connection with the exercise of stock options.
For additional cash 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 Sale” included elsewhere in 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 capabilities.capability. For the ninesix months ended SeptemberJune 30, 2020,2021, capital expenditures for property, plant property and equipment were $16.4$4.9 million, which remained flat, compared to $16.7a $4.0 million, ofor 45.0%, decrease from $8.8 million, including a $4.4 million capital expenditures for discontinued operations, for the nine monthsix months ended SeptemberJune 30, 2019.2020. The capital expenditures for the ninesix months ended SeptemberJune 30, 20202021 and 20192020 were related to meeting our customer demand and supporting technology and facility improvement at our fabrication facilities.
 
5249
Table of Contents
Contractual Obligations
The following summarizes our contractual obligations as of SeptemberJune 30, 2020:2021:
 
   
Payments Due by Period
 
   
Total
   
Remainder
of
2020
   
2021
   
2022
   
2023
   
2024
   
Thereafter
 
   
(In millions)
 
Exchangeable Notes(1)
  $85.8   $—     $ 85.8   $—     $—     $—     $—   
Senior Notes(2)
   227.4    227.4    —      —      —      —      —   
Operating leases(3)
   2.2    0.4    1.5    0.3    0.0    —      —   
Finance leases(3)
   0.2    0.0    0.1    0.1    0.1    —      —   
Water Treatment Services(3)(4)
   29.2    1.0    4.0    3.9    3.9    3.7    12.7 
Others(5)
   13.0    4.5    5.2    1.4    0.8    0.6    0.4 
   
Payments Due by Period
 
   
Total
   
Remainder
of
2021
   
2022
   
2023
   
2024
   
2025
   
Thereafter
 
   
(In millions)
 
Operating leases(1)
  $4.8   $1.4   $1.6   $0.8   $0.6   $0.4   $—  
Finance leases(1)
   0.2    0.0    0.1    0.1    —      —      —   
Water Treatment Services(1)(2)
   27.2    2.1    4.1    4.0    3.9    3.8    9.3 
Others(3)
   9.1    1.9    4.1    3.0    0.1    0.1    —   
 
(1)
Interest payments as well as $83.7 million aggregate principal amount of the Exchangeable Notes outstanding as of September 30, 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, 2020, which bore interest at a rate of 6.625% per annum and were scheduled to mature in 2021. The notice of redemption was issued in September and the redemption occurred in October after the September 30, 2020 reference date.
(3)
Assumes constant currency exchange rate for Korean won to U.S. dollars of 1,173.5:1,130:1, the exchange rate as of SeptemberJune 30, 2020.2021.
(4)(2)
Includes future payments for water treatment services for our fabrication facility in Gumi, Korea based on the contractual terms.
(5)(3)
Includes license agreements funding obligations for the accrued severance benefits and other contractual obligations.
The indenture relating to the Exchangeable Notes contains covenants as detailed in “Item 1. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 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 are rated investment grade at any time.
We lease land, office space and equipment under various operating lease agreements that expire through 2023.2025.
We are a party to an arrangement for the water treatment facility in Gumi, Korea, which includes a
10-year
service agreement.agreement beginning July 1, 2018.
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 SeptemberJune 30, 2020,2021, our accrued severance benefits, net, totaled $52.0$39.5 million and cumulative contributions to these severance insurance deposit accounts amounted to $1.6$13.3 million. Our related cash payments for future contributions are $3.4 million for the remaining period of 2020, to the extent that our obligations are contractual, fixed and reasonably estimable.
We follow U.S. GAAP guidance on uncertain tax positions. Our unrecognized tax benefits totaled $0.4 million as of SeptemberJune 30, 2020.2021. These unrecognized tax benefits have been excluded from the above table because we cannot estimate the period of cash settlement with the respective taxing authorities.
Off-Balance
Sheet Arrangements
As of SeptemberJune 30, 2020,2021, we did not have any
off-balance
sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation
S-K.
 
5350
Table of Contents
Critical Accounting Policies and Estimates
Preparing financial statements in conformity with U.S. 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 Form
10-K
for our fiscal year ended December 31, 2019,2020, or our 20192020 Form
10-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 judgmentjudgement appears in our 20192020 Form
10-K,
under “Management’s Discussion and Analysis of Financial Conditions and Reports of Operations—Critical Accounting Policies and Estimates.” There have been no other material changes to our critical accounting policies and estimates as compared to our critical accounting policies and estimates included in the matters for which we make accounting estimates in the preparation of our consolidated financial statements for the nine months ended September 30, 2020 except for those related to discontinued operations as a result of changes in reporting that relate to the sale of the Foundry Services Group business and Fab 4.Form
10-K.
Discontinued Operations.Recent
We 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 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 disposition represents a strategic shift that has a major effect on operations and financial results. In addition, we evaluate whether the Foundry Services Group business and Fab 4 have met the criteria as assets held for sale. In order for a planned disposition to be classified as assets held for sale, the established criteria must be met as of the reporting date, including an active program to market the sale and the expected disposition of within one year. The assets classified as held for sale are recorded at the lower of carrying amounts or estimated fair value less costs to sell and depreciation and amortization ceases on the that the held for sale criteria are met.
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 met. For a divestiture that qualifies as a discontinued operation, all comparative periods presented are reclassified in the consolidated balance sheet. Additionally, the results of operations of a discontinued operation are reclassified to income or loss from discontinued operations, net of tax, for all periods presented. 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.Accounting
Recent Accounting 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.
 
5451
Table of Contents
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 U.S. 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 SeptemberJune 30, 20202021 for our Korean subsidiary, a 10% devaluation of the Korean won against the U.S. dollar would have resulted in a decrease of $8.5$2.2 million in our U.S. dollar financial instruments and cash balances.
See “Note 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, 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, 2020, $224.25 million aggregate principal amount of our 2021 Notes were also outstanding; however, we redeemed all outstanding 2021 Notes on October 2, 2020. Interest on the 2021 Notes accrued at a fixed rate of 6.625% per annum and was paid semi-annually every January 15 and July 15 of each year. Since the interest rates are and were fixed, we have no market interest rate risk related to the Exchangeable Notes and the 2021 Notes.
5552
Table of Contents
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 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 Financial Officer, as of SeptemberJune 30, 2020,2021, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of SeptemberJune 30, 2020.2021.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended SeptemberJune 30, 20202021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
5653
Table of Contents
PART II. OTHER INFORMATION
 
Item 1.
Legal Proceedings
For a discussion of legal proceedings, see “Item 1. Interim Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 19. Commitments and Contingencies” in this Report and “Part I: Item 3. Legal Proceedings” of our 2019 2020
Form
10-K.
See also “Item 1A. Risk Factors” in this Report and “Part I: Item 1A. Risk Factors” and Note 18 of our 2019 2020
Form
10-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 20192020 Form
10-K
(including that the impact of the
COVID-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.
Risks Related to COVID-19the Merger
Our business, results of operationsThere are risks and financial condition and prospects may be materially and adversely affected byuncertainties associated with the recent
COVID-19
pandemic.Merger.
COVID-19,
On March 25, 2021, we entered into the Merger Agreement with Parent and Merger Sub, pursuant to which, among other things, and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company, with the Company continuing its corporate existence as the surviving corporation in the Merger and becoming a virus causing potentially deadly respiratory tract infections, which has spread rapidly and enveloped mostwholly owned subsidiary of Parent. The consummation of the world,Merger is conditioned on the receipt of the approval of our stockholders, as well as the satisfaction of other customary closing conditions, including (i) the receipt of certain required or requested governmental approvals or authorizations (including from CFIUS and MOTIE), (ii) the absence of any order or law issued, enacted or deemed applicable by certain governmental authorities specified in the Merger Agreement that makes consummation of the Merger illegal and that remains in effect, (iii) the absence of a global public health crisis. On March 11, 2020,Company Material Adverse Effect (as defined in the World Health Organization characterizedMerger Agreement) and (iv) other customary closing conditions, including the
COVID-19
outbreak as a pandemic. Governments accuracy of each party’s representations and warranties, and each party’s compliance with its obligations under the Merger Agreement (subject in affected countries are imposing travel bans, quarantines and other emergency public health measures. In responsethe case of this clause (iv) to certain materiality qualifiers). There is no assurance that the conditions 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 the
COVID-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 the
COVID-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 alternative work arrangements. Also, some suppliers of materials used in the production of our products may be located in areas that have been orMerger will be more severely impacted by
COVID-19,
whichsatisfied in a timely manner or at all. Additionally, if the Merger is not completed, we may suffer a number of consequences that could limit our ability to obtain sufficient materials for our products. In addition, the severe global economic disruption caused by
COVID-19
may cause our customers and
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, results of operations, financial condition (including liquidity) and prospects.
The impact of the
COVID-19
pandemic continuesstock price. There are numerous other risks related 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,Merger as well, including 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.following:
Risks Related to Independent Subcontractors
We rely on a number of independent subcontractors and the failure of any of these independent subcontractors to perform as required could adversely affect our operating results.
A substantial portion of our net sales are derived from semiconductor devices assembled in packages or on film. The packaging and testing of semiconductors require technical skills and specialized equipment. For the portion of packaging and testing that we outsource, we use subcontractors located in Korea, China, Taiwan and Thailand. We rely on these subcontractors to package and test our devices with acceptable quality and yield levels, and, while we specify quality standards, we are not able to directly oversee their
day-to-day
operations and the packaging and testing of our devices. Onboarding of a new subcontractor, including as a result of
 
57
the possibility that any or all of the conditions precedent to the consummation of the proposed Merger, including the receipt of stockholder and regulatory approvals or authorizations, may not be satisfied or waived;
unanticipated difficulties or expenditures relating to the proposed Merger;
the failure to consummate the proposed Merger may result in negative publicity and a negative impression of us in the investment community;
54
Table of Contents
switching
required or requested regulatory approvals or authorizations from one subcontractorgovernmental entities may delay the proposed Merger or result in the imposition of conditions that could cause Parent to another, takes approximately threeabandon the Merger;
the occurrence of any event, change or circumstance that could give rise to six monthsthe termination of the Merger Agreement;
the effects that any termination of the Merger Agreement may have on the Company or our business, including the risks that (a) the price of our common stock may decline significantly if the Merger is not completed, (b) the Merger Agreement may be terminated in circumstances requiring the Company to verifypay Parent a termination fee, or (c) the subcontractor’s capabilities and an additional six to twelve months to receive approval from our customers to use such subcontractor. Wecircumstances of the termination, including the possible imposition of a
12-month
tail period during which the termination fee could be adversely affectedpayable upon certain subsequent transactions, may have a chilling effect on alternatives to the Merger;
the diversion of and attention of management of Magnachip on transaction-related issues;
legal proceedings, judgments or settlements, including those that have been and may in the future be instituted against Magnachip, our Board of Directors and executive officers and others following the announcement of the proposed Merger;
disruptions of current plans and operations caused by political disorders, labor disruptions, public health issuesthe announcement and pendency of the proposed Merger;
potential difficulties in employee retention (including viral outbreaks such as the
COVID-19
coronavirus)executive and natural disasters where our subcontractors are locatedother key officers) due to the time it would take to onboard a new subcontractor. If our semiconductor packagersannouncement and test service subcontractors experience problems in packaging and testing our semiconductor devices, experience prolonged quality or yield problems, experience shutdowns or delays associated with public health issues (such as those associated withpendency of the proposed Merger;
COVID-19
coronavirus), or decrease the capacity of their operations available to us, our operating results could be adversely affected.
Risks Related to Our International Operations and Trade
the response of customers, suppliers, business partners and regulators to the announcement of the proposed Merger;
Recent changes
the effect of limitations that the Merger Agreement places on our ability to operate our business or engage in international trade policy and alternative transactions;
the imposition and threatsMerger may be completed even though certain events occur prior to consummation of international tariffs, including tariffs applied to goods traded between the United States and China, couldMerger that materially and adversely affect our businessus; and results of operations.
Since the beginning of 2018, there have been increasing public threats and, in some cases, legislative or executive action, from U.S. and foreign leaders regarding instituting tariffs against foreign imports of certain materials. More specifically, since March of 2018, the U.S. and China have applied tariffs to certain of each other’s exports. The institution of trade tariffs globally, and between the U.S. and China specifically, may negatively impact the affected countries’ economic conditions, which could negatively affect demand for our products in those countries and materially and adversely affect our business and results of operations of our customers serving the affected markets. Furthermore, imposition of tariffs could increase costs of the
end-user
products we supply that we may not be able to pass on to our customers, which could in turn cause a decrease in the sales of our products and services and materially and adversely affect our business and results of operations.
Expanded trade restrictions imposed by the United States may limit our ability to sell to certain customers.
On August 17, 2020, the U.S. Department of Commerce expanded the scope of export restrictions as applied to products directed to Huawei and its affiliates listed on the Bureau of Industry and Security’s Entity List (collectively, “
Huawei
”). While prior restrictions had minimal effect on our ability to supply to customers, the newly expanded restriction would limit our ability to supply to a variety of customers who we believe incorporate our products to those customers’ products directly or indirectly sold to Huawei. As of the date of this Quarterly Report, we are uncertain on the seriousness of the restriction’s impact or duration, nor are we certain about the future trajectory of our business from customers who directly or indirectly supply Huawei with products that incorporate our products. If required by the new restrictions, we will consider applying for export license in order to continue to sell to the affected customers, but at this moment we are unsure whether our application, if we were to apply, will be successful. There is also a possibility that the export restrictions may be further expanded to target other companies besides Huawei, which may have additional impact on our ability to sell to our customers. The export restriction may also affect our contractors, suppliers or customers, and we cannot assure that they will not violate the restriction. Their violations of the restriction may result in fines or criminal sanctions against us, and it may also damage our reputation.
 
58other risks and uncertainties and the factors identified under “Forward-Looking Information” in our Proxy Statement on Schedule 14A filed on May 7, 2021 and under “Risk Factors” in Part I, Item 1A of Magnachip’s Annual Report on
Form 10-K
for the year ended December 31, 2020, and updated in subsequent reports filed by Magnachip with the SEC.
In addition, we have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the Merger, and these fees and costs are payable by us regardless of whether the Merger is consummated.
Lawsuits have been filed, and other lawsuits may be filed, against the Company and current or former members of our Board of Directors in connection with the Merger, and an adverse ruling in any such lawsuit may delay or prevent the completion of the Merger or result in an award of damages against the Company.
See “Item 1. Interim Consolidated Financial Statements—Notes to Consolidated Financial Statements—19. Commitments and Contingencies” in this Report for a description of the Merger-related lawsuits.
Additional lawsuits arising out of or relating to the Merger Agreement or the Merger may be filed in the future. The results of complex legal proceedings are difficult to predict and could delay or prevent the completion of the Merger. The existence of litigation relating to the Merger could impact the likelihood of obtaining stockholder approval of the Merger. Moreover, the pending litigation is, and any future additional litigation could be, time consuming and expensive and could divert management’s attention away from its regular business.
55
Table of Contents
Item 6.
Exhibits.
 
Exhibit
Number
  
Description
    2.1Letter Agreement, dated as of June 11, 2021, by and among Magnachip Semiconductor Corporation, South Dearborn Limited and Michigan Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on June 14, 2021).
31.1
#
  Certification pursuant to Rule 13a-14(a) or Rule15d-14(a) of the Securities Exchange Act of 1934 of the Chief Executive Officer.
31.2
#
  Certification pursuant to Rule 13a-14(a) or Rule15d-14(a) of the Securities Exchange Act of 1934 of the 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.
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
#
  Inline XBRL Instance Document.
101.SCH
#
  Inline XBRL Taxonomy Extension Schema Document.
101.CAL
#
  Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
#
  Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
#
  Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
#
  Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104  The cover page from this Quarterly Report on Form
10-Q,
formattedCover Page Interactive Data File (formatted as Inline XBRL and contained in Inline XBRL.Exhibit 101).
Footnotes:
 
# 
Filed herewith
†
Furnished herewith
 
5956
Table of Contents
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.
 
 
MAGNACHIP SEMICONDUCTOR CORPORATION
(Registrant)
Dated: NovemberAugust 6, 20202021 By: 
/s/ Young-Joon Kim
  Young-Joon Kim
  
Chief Executive Officer
(Principal Executive Officer)
Dated: NovemberAugust 6, 20202021 By: 
/s/ Young Soo Woo
  Young Soo Woo
  
Chief Financial Officer
(Principal Financial Officer)
 
6057