UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM
10-Q
 
FORM
10-Q
 
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023March 31, 2024
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 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, Ltd.
15F, 76 Jikji-daero
436beon-gil
,
Heungdeok-gu
Cheongju-si,
Chungcheongbuk-do,
Republic of Korea 28581
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: +82 (2) 6903-3000
 
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 July 31, 2023,April 30, 2024, the registrant had 40,259,49938,267,810 shares of common stock outstanding.
 
 
 


MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

 

      Page No. 

PART I FINANCIAL INFORMATION

   3 

Item 1.

  

Interim Consolidated Financial Statements (Unaudited)

   3 
  

Magnachip Semiconductor Corporation and Subsidiaries Consolidated Balance Sheets as of June 30, 2023March 31, 2024 and December 31, 20222023

   3 
  

Magnachip Semiconductor Corporation and Subsidiaries Consolidated Statements of Operations for the Three and Six Months Ended June 30,March 31, 2024 and 2023 and 2022

   4 
  

Magnachip Semiconductor Corporation and Subsidiaries Consolidated Statements of Comprehensive Income (Loss)Loss for the Three and Six Months Ended June 30,March 31, 2024 and 2023 and 2022

   5 
  

Magnachip Semiconductor Corporation and Subsidiaries Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30,March 31, 2024 and 2023 and 2022

   6 
  

Magnachip Semiconductor Corporation and Subsidiaries Consolidated Statements of Cash Flows for the SixThree Months Ended June 30,March 31, 2024 and 2023 and 2022

   7 
  

Magnachip Semiconductor Corporation and Subsidiaries Notes to Consolidated Financial Statements

   8 

Item 2.

  

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

   2224 

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

   4244 

Item 4.

  

Controls and Procedures

   4345 

PART II OTHER INFORMATION

   4446 

Item 1.

  

Legal Proceedings

   4446 

Item 1A.

  

Risk Factors

   4446 

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

   4547 

Item 3.

  

Defaults Upon Senior Securities

   4547 

Item 4.

  

Mine Safety Disclosures

   4547 

Item 5.

  

Other Information

   4547 

Item 6.

  

Exhibits

   4648 

SIGNATURES

   4749 

 

2


PART I—FINANCIAL INFORMATION
 
Item 1.
Interim Consolidated Financial Statements (Unaudited)
MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
 
  
June 30,

2023
 
December 31,

2022
 
        
March 31,
2024
 
December 31,
2023
 
  
(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
  $172,954  $225,477   $171,602  $158,092 
Accounts receivable, net
   35,009   35,380    30,288   32,641 
Inventories, net
   32,337   39,883    31,479   32,733 
Other receivables
   3,498   7,847    5,041   4,295 
Prepaid expenses
   9,553   10,560    10,255   7,390 
Hedge collateral (Note 6)
   2,120   2,940    1,000   1,000 
Other current assets (Note 16)
   19,070   15,766    8,550   9,283 
  
 
  
 
 
 
  
 
 
Total current assets
   274,541   337,853    258,215   245,434 
Property, plant and equipment, net
   101,067   110,747    92,868   100,122 
Operating lease
right-of-use
assets
   5,224   5,265    4,538   4,639 
Intangible assets, net
   1,706   1,930    1,391   1,537 
Long-term prepaid expenses
   7,430   10,939    9,297   5,736 
Deferred income taxes
   37,141   38,324    47,669   50,836 
Other
non-current
assets
   16,626   11,587    12,186   12,187 
  
 
  
 
 
 
  
 
 
Total assets
  $443,735  $516,645   $426,164  $420,491 
  
 
  
 
 
 
  
 
 
Liabilities and Stockholders’ Equity
     
Current liabilities
     
Accounts payable
  $20,367  $17,998   $24,619  $24,443 
Other accounts payable
   8,473   9,702    5,650   5,292 
Accrued expenses (Note 5)
   10,456   9,688    7,951   10,457 
Accrued income taxes
   91   3,154    1,622   1,496 
Operating lease liabilities
   1,745   1,397    1,884   1,914 
Other current liabilities
   4,506   5,306    3,158   3,286 
  
 
  
 
 
 
  
 
 
Total current liabilities
   45,638   47,245    44,884   46,888 
Long-term borrowing
   29,700   —  
Accrued severance benefits, net
   20,123   23,121    15,503   16,020 
Non-current
operating lease liabilities
   3,671   4,091    2,808   2,897 
Other
non-current
liabilities
   10,011   14,035    11,384   10,088 
  
 
  
 
 
 
  
 
 
Total liabilities
   79,443   88,492    104,279   75,893 
  
 
  
 
 
 
  
 
 
Commitments and contingencies (Note 16)
       
Stockholders’ equity
     
Common stock, $0.01 par value, 150,000,000 shares authorized, 56,449,782 shares issued and 40,133,898 outstanding at June 30, 2023 and 56,432,449 shares issued and 43,824,575 outstanding at December 31, 2022
   564   564 
Common stock, $0.01 par value, 150,000,000 shares authorized, 57,008,573 shares issued and 38,263,642 outstanding at March 31, 2024 and 56,971,394 shares issued and 38,852,742 outstanding at December 31, 2023
   569   569 
Additional
paid-in
capital
   269,297   266,058    274,156   273,256 
Retained earnings
   310,089   335,506    283,467   298,884 
Treasury stock, 16,315,884 shares at June 30, 2023 and 12,607,874 shares at December 31, 2022, respectively
   (199,248  (161,422
Treasury stock, 18,744,931 shares at March 31, 2024 and 18,118,652 shares at December 31, 2023, respectively
   (217,607  (213,454
Accumulated other comprehensive loss
   (16,410  (12,553   (18,700  (14,657
  
 
  
 
 
 
  
 
 
Total stockholders’ equity
   364,292   428,153    321,885   344,598 
  
 
  
 
 
 
  
 
 
Total liabilities and stockholders’ equity
  $443,735  $516,645   $426,164  $420,491 
  
 
  
 
 
 
  
 
 
The accompanying notes are an integral part of these consolidated financial
statements
.
 
3

Table of Contents
MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIESSUBSIDIAR
IES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unau
d
ited)
(Unaudited)
 
   
Three Months Ended
  
Six Months Ended
 
   
June 30,

2023
  
June 30,

2022
  
June 30,

2023
  
June 30,

2022
 
              
   
(In thousands of U.S. dollars, except share data)
 
Revenues:
     
Net sales – standard products business
  $51,375  $91,288  $102,889  $185,298 
Net sales – transitional Fab 3 foundry services
   9,604   10,088   15,095   20,171 
   
 
 
  
 
 
  
 
 
  
 
 
 
Total revenues
   60,979   101,376   117,984   205,469 
Cost of sales:
                 
Cost of sales – standard products business
   37,867   63,620   75,179   119,700 
Cost of sales – transitional Fab 3 foundry services
   9,574   8,811   17,173   17,828 
   
 
 
  
 
 
  
 
 
  
 
 
 
Total cost of sales
   47,441   72,431   92,352   137,528 
   
 
 
  
 
 
  
 
 
  
 
 
 
Gross profit
   13,538   28,945   25,632   67,941 
Operating expenses:
                 
Selling, general and administrative expenses
   12,137   12,736   24,302   26,899 
Research and development expenses
   11,255   13,410   24,553   25,364 
Early termination and other charges
   802   797   9,251   797 
   
 
 
  
 
 
  
 
 
  
 
 
 
Total operating expenses
   24,194   26,943   58,106   53,060 
   
 
 
  
 
 
  
 
 
  
 
 
 
Operating income (loss)
   (10,656  2,002   (32,474  14,881 
Interest income
   2,692   1,061   5,534   1,776 
Interest expense
   (200  (499  (456  (610
Foreign currency gain (loss), net
   1,237   (7,012  (2,193  (7,702
Other income (loss), net
   3   211   (32  429 
   
 
 
  
 
 
  
 
 
  
 
 
 
Income (loss) before income tax expense
   (6,924  (4,237  (29,621  8,774 
Income tax expense (benefit)
   (2,977  (897  (4,204  2,586 
   
 
 
  
 
 
  
 
 
  
 
 
 
Net income (loss)
  $(3,947 $(3,340 $(25,417 $6,188 
   
 
 
  
 
 
  
 
 
  
 
 
 
Basic earnings (loss) per common share—
  $(0.09 $(0.07 $(0.60 $0.14 
Diluted earnings (loss) per common share—
  $(0.09 $(0.07 $(0.60 $0.13 
Weighted average number of shares—
                 
Basic   41,741,310   44,897,278   42,561,514   45,248,293 
Diluted   41,741,310   44,897,278   42,561,514   46,329,559 
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
  
Six Months Ended
 
   
June 30,

2023
  
June 30,

2022
  
June 30,

2023
  
June 30,

2022
 
              
   
(In thousands of U.S. dollars)
 
Net income (loss)
  $(3,947 $(3,340 $(25,417 $6,188 
   
 
 
  
 
 
  
 
 
  
 
 
 
Other comprehensive loss
                 
Foreign currency translation adjustments
   (2,285  (6,862  (4,193  (9,907
Derivative adjustments
                 
Fair valuation of derivatives
   (375  (6,477  (1,510  (7,741
Reclassification adjustment for loss on derivatives included in net income (loss)
   1,243   1,796   1,846   2,558 
   
 
 
  
 
 
  
 
 
  
 
 
 
Total other comprehensive loss
   (1,417  (11,543  (3,857  (15,090
   
 
 
  
 
 
  
 
 
  
 
 
 
Total comprehensive loss
  $(5,364 $(14,883 $(29,274 $(8,902
   
 
 
  
 
 
  
 
 
  
 
 
 
   
Three Months Ended
 
   
March 31,
2024
  
March 31,
2023
 
   
(In thousands of U.S. dollars, except share data)
 
Revenues:
   
Net sales – standard products business
  $45,541  $51,514 
Net sales – transitional Fab 3 foundry services
   3,526   5,491 
  
 
 
  
 
 
 
Total revenues
   49,067   57,005 
Cost of sales:
   
Cost of sales – standard products business
   35,888   37,312 
Cost of sales – transitional Fab 3 foundry services
   4,211   7,599 
  
 
 
  
 
 
 
Total cost of sales
   40,099   44,911 
  
 
 
  
 
 
 
Gross profit
   8,968   12,094 
Operating expenses:
   
Selling, general and administrative expenses
   11,264   12,165 
Research and development expenses
   11,163   13,298 
Early termination charges
   —    8,449 
  
 
 
  
 
 
 
Total operating expenses
   22,427   33,912 
  
 
 
  
 
 
 
Operating loss
   (13,459  (21,818
Interest income
   2,213   2,842 
Interest expense
   (238  (256
Foreign currency loss, net
   (5,001  (3,430
Other income (expense), net
   44   (35
  
 
 
  
 
 
 
Loss before income tax expense
   (16,441  (22,697
Income tax benefit
   (1,024  (1,227
  
 
 
  
 
 
 
Net loss
  $(15,417 $(21,470
  
 
 
  
 
 
 
Basic loss per common share—
  $(0.40 $(0.49
Diluted loss per common share—
  $(0.40 $(0.49
Weighted average number of shares—
   
Basic
   38,544,781   43,390,832 
Diluted
   38,544,781   43,390,832 
The accompanying notes are an integral part of these consolidated financial statements.
statements
.
 
54

Table of Contents
MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (
Unaudited
)
          
Additional

Paid-In

Capital
        
Accumulated

Other

Comprehensive

Loss
    
   
Common Stock
  
Retained

Earnings
  
Treasury

Stock
  
Total
 
(In thousands of U.S. dollars, except share data)
  
Shares
  
Amount
 
Three Months Ended June 30, 2023:
                            
Balance at March 31, 2023
   42,589,315  $564   $267,187  $314,036  $(173,441 $(14,993 $393,353 
Stock-based compensation
   —     —      2,092   —     —     —     2,092 
Exercise of stock options
   2,600   0    18   —     —     —     18 
Settlement of restricted stock units
   10,000   0    (0  —     —     —       — 
Acquisition of treasury stock
   (2,468,017  —      —     —     (25,807  —     (25,807
Other comprehensive loss, net
   —     —      —     —     —     (1,417  (1,417
Net loss
   —     —      —     (3,947  —     —     (3,947
   
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at June 30, 2023
   40,133,898  $564   $269,297  $310,089  $(199,248 $(16,410 $364,292 
   
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Three Months Ended June 30, 2022:
                              
Balance at March 31, 2022
   44,894,385  $562   $261,830  $353,070  $(148,523 $(5,777 $461,162 
Stock-based compensation
   —     —      1,988   —     —     —     1,988 
Exercise of stock options
   1,000   0    5   —     —     —     5 
Settlement of restricted stock units
   8,333   0    (125  —     —     —     (125
Other comprehensive loss, net
   —     —      —     —     —     (11,543  (11,543
Net loss
   —     —      —     (3,340  —     —     (3,340
   
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at June 30, 2022
   44,903,718  $562   $263,698  $349,730  $(148,523 $(17,320 $448,147 
   
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
          
Additional

Paid-In

Capital
        
Accumulated

Other

Comprehensive

Loss
    
   
Common Stock
  
Retained

Earnings
  
Treasury

Stock
  
Total
 
(In thousands of U.S. dollars, except share data)
  
Shares
  
Amount
 
Six Months Ended June 30, 2023:
         
Balance at December 31, 2022
   43,824,575  $564   $266,058  $335,506  $(161,422 $(12,553 $428,153 
Stock-based compensation
      —      3,212   —     —     —     3,212 
Exercise of stock options
   4,000   0    27   —     —     —     27 
Settlement of restricted stock units
   13,333   0    (0  —     —     —     —   
Acquisition of treasury stock
   (3,708,010  —      —     —     (37,826  —     (37,826
Other comprehensive loss, net
      —      —     —     —     (3,857  (3,857
Net loss
      —      —     (25,417  —     —     (25,417
   
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at June 30, 2023
   40,133,898  $564   $269,297  $310,089  $(199,248 $(16,410 $364,292 
   
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Six Months Ended June 30, 2022:
                              
Balance at December 31, 2021
   45,659,304  $559   $241,197  $343,542  $(130,306 $(2,230 $452,762 
Stock-based compensation
      —      3,626   —     —     —     3,626 
Exercise of stock options
   152,326   1    1,785   —     —     —     1,786 
Settlement of restricted stock units
   177,128   2    (127  —     —     —     (125
Acquisition of treasury stock
   (53,464  —      —     —     (1,000  —     (1,000
Accelerated stock repurchase
   (1,031,576  —      17,217   —     (17,217  —     —   
Other comprehensive loss, net
      —      —     —     —     (15,090  (15,090
Net income
      —      —     6,188   —     —     6,188 
   
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at June 30, 2022
   44,903,718  $562   $263,698  $349,730  $(148,523 $(17,320 $448,147 
   
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
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
)
COMPREHENSIVE LOSS (Unaudited)
 
   
Six Months Ended
 
   
June 30,

2023
  
June 30,

2022
 
   
(In thousands of U.S. dollars)
 
Cash flows from operating activities
         
Net income (loss)
  $(25,417 $6,188 
Adjustments to reconcile net income (loss) to net cash provided by operating activities
         
Depreciation and amortization
   8,502   7,602 
Provision for severance benefits
   4,091   3,240 
Loss on foreign currency, net
   9,117   29,183 
Provision for inventory reserves
   1,121   5,282 
Stock-based compensation
   3,212   3,626 
Other, net
   450   712 
Changes in operating assets and liabilities
         
Accounts receivable, net
   (342  (12,377
Inventories
   4,911   (5,486
Other receivables
   4,407   11,640 
Other current assets
   395   (2,089
Accounts payable
   2,880   2,429 
Other accounts payable
   (6,488  (5,861
Accrued expenses
   1,104   (2,709
Accrued income taxes
   (2,972  (11,513
Other current liabilities
   (471  (2,153
Other
non-current
liabilities
   (214  570 
Payment of severance benefits
   (5,728  (2,934
Other, net
   (487  (385
   
 
 
  
 
 
 
Net cash provided by (used in) operating activities
   (1,929  24,965 
Cash flows from investing activities
         
Proceeds from settlement of hedge collateral
   3,335   2,805 
Payment of hedge collateral
   (2,586  (6,844
Purchase of property, plant and equipment
   (1,518  (1,511
Payment for intellectual property registration
   (163  (153
Payment of guarantee deposits
   (6,907  (1,049
Other, net
   1,445   14 
   
 
 
  
 
 
 
Net cash used in investing activities
   (6,394  (6,738
Cash flows from financing activities
         
Proceeds from exercise of stock options
   27   1,786 
Acquisition of treasury stock
   (36,840  (1,826
Repayment of financing related to water treatment facility arrangement
   (248  (261
Repayment of principal portion of finance lease liabilities
   (46  (32
   
 
 
  
 
 
 
Net cash used in financing activities
   (37,107  (333
Effect of exchange rates on cash and cash equivalents
   (7,093  (23,644
   
 
 
  
 
 
 
Net decrease in cash and cash equivalents
   (52,523  (5,750
Cash and cash equivalents
         
Cash and cash equivalents at beginning of period
   225,477   279,547 
   
 
 
  
 
 
 
Cash and cash equivalents at end of period
  $172,954  $273,797 
   
 
 
  
 
 
 
Supplemental cash flow information
         
Cash paid for income taxes
  $3,599  $14,022 
Non-cash
investing activities
         
Property, plant and equipment additions in other accounts payable
  $477  $4,050 
Non-cash
financing activities
         
Unsettled common stock repurchases
  $1,379  $—   
   
Three Months Ended
 
   
March 31,
2024
  
March 31,
2023
 
   
(In thousands of U.S. dollars)
 
Net loss
  $(15,417 $(21,470
Other comprehensive loss
   
Foreign currency translation adjustments
   (3,497  (1,908
Derivative adjustments
   
Fair valuation of derivatives
   (605  (1,135
Reclassification adjustment for loss on derivatives included in net loss
   59   603 
  
 
 
  
 
 
 
Total other comprehensive loss
   (4,043  (2,440
  
 
 
  
 
 
 
Total comprehensive loss
  $(19,460 $(23,910
  
 
 
  
 
 
 
The accompanying notes are an integral part of these consolidated financial statements.
statements
.
 
7
5

MAGNACHIP SEMICONDUCTOR CORPORATION AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
          
Additional
Paid-In

Capital
        
Accumulated
Other
Comprehensive
Loss
    
   
Common Stock
  
Retained
Earnings
  
Treasury
Stock
  
Total
 
(In thousands of U.S. dollars, except share data)
  
Shares
  
Amount
 
Three Months Ended March 31, 2024:
         
Balance at December 31, 2023
   38,852,742  $569   $273,256  $298,884  $(213,454 $(14,657 $344,598 
Stock-based compensation
   —    —     900   —    —    —    900 
Settlement of restricted stock units
   37,179   0    (0  —    —    —    —  
Acquisition of treasury stock
   (626,279  —     —    —    (4,153  —    (4,153
Other comprehensive loss, net
   —    —     —    —    —    (4,043  (4,043
Net loss
   —    —     —    (15,417  —    —    (15,417
  
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at March 31, 2024
   38,263,642  $569   $274,156  $283,467  $(217,607 $(18,700 $321,885 
  
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Three Months Ended March 31, 2023:
         
Balance at December 31, 2022
   43,824,575  $564   $266,058  $335,506  $(161,422 $(12,553 $428,153 
Stock-based compensation
   —    —     1,120   —    —    —    1,120 
Exercise of stock options
   1,400   0    9   —    —    —    9 
Settlement of restricted stock units
   3,333   0    (0  —    —    —    —  
Acquisition of treasury stock
   (1,239,993  —     —    —    (12,019  —    (12,019
Other comprehensive loss, net
   —    —     —    —    —    (2,440  (2,440
Net loss
   —    —     —    (21,470  —    —    (21,470
  
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at March 31, 2023
   42,589,315  $564   $267,187  $314,036  $(173,441 $(14,993 $393,353 
  
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
The accompanying notes are an integral part of these consolidated financial
statements.
6

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
   
Three Months Ended
 
   
March 31,
2024
  
March 31,
2023
 
   
(In thousands of U.S. dollars)
 
Cash flows from operating activities
   
Net loss
  $(15,417 $(21,470
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
   
Depreciation and amortization
   4,099   4,357 
Provision for severance benefits
   1,405   2,330 
Loss on foreign currency, net
   10,226   9,082 
Provision for inventory reserves
   (947  1,138 
Stock-based compensation
   900   1,120 
Deferred income taxes
   1,313   (4
Other, net
   263   241 
Changes in operating assets and liabilities
   
Accounts receivable, net
   1,401   2,973 
Inventories
   801   1,062 
Other receivables
   (385  2,376 
Prepaid expenses
   905   860 
Other current assets
   331   596 
Accounts payable
   563   1,904 
Other accounts payable
   (5,256  (1,424
Accrued expenses
   (2,045  7,600 
Accrued income taxes
   167   (2,923
Other current liabilities
   (387  (596
Other
non-current
liabilities
   (624  (169
Payment of severance benefits
   (884  (871
Other, net
   (401  (306
  
 
 
  
 
 
 
Net cash provided by (used in) operating activities
   (3,972  7,876 
Cash flows from investing activities
   
Proceeds from settlement of hedge collateral
   —    1,155 
Payment of hedge collateral
   —    (1,093
Purchase of property, plant and equipment
   (668  (135
Payment for intellectual property registration
   (60  (74
Collection guarantee deposits
   1,133   19 
Payment of guarantee deposits
   (1,874  (3,482
Other, net
   1   —  
  
 
 
  
 
 
 
Net cash used in investing activities
   (1,468  (3,610
Cash flows from financing activities
   
Proceeds from long-term borrowing
   30,059   —  
Proceeds from exercise of stock options
   —    9 
Acquisition of treasury stock
   (4,659  (12,264
Repayment of financing related to water treatment facility arrangement
   (121  (126
Repayment of principal portion of finance lease liabilities
   (35  (24
  
 
 
  
 
 
 
Net cash provided by (used in) financing activities
   25,244   (12,405
Effect of exchange rates on cash and cash equivalents
   (6,294  (5,253
  
 
 
  
 
 
 
Net increase (decrease) in cash and cash equivalents
   13,510   (13,392
Cash and cash equivalents at beginning of period
   158,092   225,477 
  
 
 
  
 
 
 
Cash and cash equivalents at end of period
  $171,602  $212,085 
  
 
 
  
 
 
 
Supplemental cash flow information
   
Cash paid for income taxes
  $270  $2,644 
Non-cash
investing activities
   
Property, plant and equipment additions in other accounts payable
  $285  $629 
Non-cash
financing activities
   
Unsettled common stock repurchases
  $—  $401 
The accompanying notes are an integral part of these consolidated financial
statements.
7

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(TABULAR DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
1. Business, Basis of Presentation and Significant Accounting Policies
Business
Magnachip
Semiconductor Corporation (together with its subsidiaries, the “Company”) is a designer and manufacturer of analog and mixed-signal mixed-
signal
semiconductor platform solutions for communications,communication, Internet of Things (“IoT”) applications,, consumer, computing, industrial and automotive applications.
The Company’s standard products business includes its consists of two business lines: one is the Mixed-Signal Solutions (“MSS”) business line, which comprises the display integrated circuit (“IC”) and power IC businesses that are fabless, and the other is the Power Analog Solutions (“PAS”) business line, which comprises the power discrete business which is an integrated device manufacturing (“IDM”) business.
Display Solutions and Power Solutions business lines. The Company’s Display SolutionsIC products provide panel display solutions to major suppliers of large and small rigid and flexible panel displays, and a wide range of applications, including smartphones, TVs,televisions, automotive and IT applications, such as monitors, notebook PCs and tablet PCs, as well as AR/VRs. Power IC products provide power IC solutions to major television suppliers and large panel display suppliers.
The Company’s Power SolutionsPAS business line produces power management semiconductor products, includeincluding power discrete and integrated circuit solutions for power management in communications,communication, consumer, computing, servers, automotive and industrial applications.
On September 1, 2020, the Company completed the sale of the Company’s Foundry Services Group business and its fabrication facility located in Cheongju, Korea, known as “Fab 4”, to SK keyfoundry Inc., a Korean company (“SK keyfoundry”). Following the consummation of the sale, and for up to three years, the Company is expected to provideprovided SK keyfoundry with transitional foundry services associated with its fabrication facility located in Gumi, Korea, known as “Fab 3”, at an agreed upon cost plus
mark-up
(the “Transitional Fab 3 Foundry Services”). The contractual obligation to provide the Transitional Fab 3 Foundry Services ended on August 31, 2023, and the Company is winding down these foundry services and planning to convert portions of the idle capacity to PAS standard products beginning around the second half of 2024. Because these foundry services during the wind-down period are still being provided to SK keyfoundry by the Company using Fab 3 based on mutually agreed terms and conditions, the Company will continue to report its revenue from these foundry services and related cost of sales within the Transitional Fab 3 Foundry Services line in its consolidated statement of operations until such wind-down is completed.
On May 30, 2023, the Company announced a plan to regroup the business lines in its standard products business, originally grouped as Display Solutions and Power Solutions business lines, into MSS and PAS business lines to better align its product strategies (the “Reorganization”). On January 10, 2024, the Company transferred the MSS business line into a newly formed Korean limited liability company named “Magnachip Mixed-Signal, Ltd.” Currently, the MSS business line is primarily operated by Magnachip Mixed-Signal, Ltd., and the PAS business line is primarily operated by Magnachip Semiconductor, Ltd., Magnachip’s already existing Korean operating company. Both companies are indirect wholly owned subsidiaries of the Company.
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 Reporting” and, accordingly, do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements.statements, except for the changes below. The results of operations for the three and six months ended June 30, 2023March 31, 2024 are not necessarily indicative of the results to be expected for a full year or for any other periods.
8

The December 31, 20222023 balance sheet data was derived from the Company’s audited 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, 2022.2023.
There have been no material changes to the Company’s significant accounting policies as of and for the sixthree months ended June 30, 2023March 31, 2024 as compared to the significant accounting policies described in the Company’s Annual Report on Form
10-K
for the fiscal year ended December 31, 2022.2023.
Recent Accounting Pronouncements Not Yet Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
No. 2023-07,
“Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which will require an entity to provide more detailed information about its reportable segment expenses that are included within management’s measurement of profit and loss and will require certain annual disclosures to be provided on an interim basis. The amendments in this ASU are effective for the Company in 2024 for annual reporting and in 2025 for interim reporting, with early adoption permitted beginning in 2024, and is required to be applied using the full retrospective method of transition. The Company is currently evaluating the impact of this accounting standard update on the Company’s segment disclosures.
In December 2023, the FASB issued ASU
No. 2023-09,
“Income Taxes (Topic 740): Improvements to Income Tax Disclosures”
(“ASU 2023-09”),
which intends to enhance the transparency and decision usefulness of income tax disclosures. It requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. ASU
2023-09
is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.
 
8
9

Table of Contents
2. Inventories
Inventories as of June 30, 2023March 31, 2024 and December 31, 20222023 consist of the following (in thousands):
 
  
June 30,

2023
   
December 31,

2022
   
March 31,
2024
   
December 31,
2023
 
Finished goods
  $5,025   $6,799   $7,268   $8,432 
Semi-finished goods and
work-in-process
   35,379    40,265    28,379    29,339 
Raw materials
   6,664    7,460    4,579    5,543 
Materials
in-transit
   14    36    200    18 
Less: inventory reserve
   (14,745   (14,677   (8,947   (10,599
  
 
   
 
 
 
   
 
 
Inventories, net
  $32,337   $39,883   $31,479   $32,733 
  
 
   
 
 
 
   
 
 
Changes in inventory reserve for the three and six months ended June 30,March 31, 2024 and 2023 and 2022 are as follows (in thousands):
 
  
Three Months

Ended
   
Six Months

Ended
   
Three Months

Ended
   
Six Months

Ended
 
                  
Three Months Ended
 
  
June 30, 2023
   
June 30, 2022
   
March 31,
2024
   
March 31,
2023
 
Beginning balance
  $(14,941  $(14,677  $(5,555  $(5,730  $(10,599  $(14,677
Change in reserve
            
Inventory reserve charged to costs of sales
   (2,023   (4,607   (6,093   (7,700   (1,550   (2,584
Sale of previously reserved inventory
   2,047    3,523    872    2,324    2,661    1,476 
  
 
   
 
   
 
   
 
 
 
   
 
 
   24    (1,084   (5,221   (5,376 1,111    (1,108
Write off
   67    482    84    295    266    415 
Translation adjustments
   105    534    486    605    275    429 
  
 
   
 
   
 
   
 
 
 
   
 
 
Ending balance
  $(14,745  $(14,745  $(10,206  $(10,206  $(8,947  $(14,941
  
 
   
 
   
 
   
 
 
 
   
 
 
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.
 
9
10

3. Property, Plant and Equipment
Property, plant and equipment as of June 30, 2023March 31, 2024 and December 31, 20222023 are comprised of the following (in thousands):
 
  
June 30,

2023
   
December 31,

2022
   
March 31,
2024
   
December 31,
2023
 
Buildings and related structures
  $24,048   $24,780   $23,487   $24,532 
Machinery and equipment
   134,806    137,666    133,844    139,710 
Finance lease
right-of-use
assets
   702    389    585    902 
Others
   33,689    33,890    34,373    35,471 
  
 
   
 
 
 
   
 
 
   193,245    196,725  192,289    200,615 
Less: accumulated depreciation
   (105,929   (101,502   (113,829   (115,889
Land
   12,583    13,034    12,265    12,811 
Construction in progress
   1,168    2,490    2,143    2,585 
  
 
   
 
 
 
   
 
 
Property, plant and equipment, net
  $101,067   $110,747   $92,868   $100,122 
  
 
   
 
 
 
   
 
 
Aggregate depreciation expenses totaled $8,183$3,957 thousand and $7,239$4,193 thousand for the sixthree months ended June 30,March 31, 2024 and 2023, respectively.
On March 26, 2024, Magnachip Semiconductor, Ltd., a Korean limited liability company (“MSK”) and 2022, respectively.indirect wholly owned subsidiary of the Company, executed a Standard Credit Agreement (together with its General Terms and Conditions, the “Loan Agreement”) with Korea Development Bank (“KDB”). In connection with the Loan Agreement, on March 26, 2024, MSK entered into a
Kun-Pledge
(Mortgage) Agreement (the “Pledge Agreement”) with KDB pursuant to which MSK pledged its real property and buildings located in Gumi, Korea in favor of KDB. See “Note 9. Long-Term Borrowing” to these consolidated financial statements below for more information regarding the Loan Agreement.
4. Intangible Assets
Intangible assets as of June 30, 2023March 31, 2024 and December 31, 20222023 are comprised of the following (in thousands):
 
  
June 30, 2023
   
March 31, 2024
 
  
Gross

amount
   
Accumulated

amortization
   
Net

amount
   
Gross
amount
   
Accumulated
amortization
   
Net
amount
 
Intellectual property assets
  $8,923   $(7,217  $1,706   $8,817   $(7,426  $1,391 
  
 
   
 
   
 
 
 
   
 
   
 
 
Intangible assets
  $8,923   $(7,217  $1,706   $8,817   $(7,426  $1,391 
  
 
   
 
   
 
 
 
   
 
   
 
 
 
  
December 31, 2022
   
December 31, 2023
 
  
Gross

amount
   
Accumulated

amortization
   
Net

amount
   
Gross
amount
   
Accumulated
amortization
   
Net
amount
 
Intellectual property assets
  $9,111   $(7,181  $1,930   $9,150   $(7,613  $1,537 
  
 
   
 
   
 
 
 
   
 
   
 
 
Intangible assets
  $9,111   $(7,181  $1,930   $9,150   $(7,613  $1,537 
  
 
   
 
   
 
 
 
   
 
   
 
 
Aggregate amortization expenses for intangible assets totaled $319$142 thousand and $363$164 thousand for the sixthree months ended June 30,March 31, 2024 and 2023, and 2022, respectively.
11

5. Accrued Expenses
Accrued expenses as of June 30, 2023March 31, 2024 and December 31, 20222023 are comprised of the following (in thousands):
 
  
June 30,

2023
   
December 31,

2022
   
March 31,
2024
   
December 31,
2023
 
Payroll, benefits and related taxes, excluding severance benefits
  $7,210   $7,620   $5,259   $5,947 
Withholding tax attributable to intercompany interest income
   886    43    355    1,671 
Outside service fees
   1,522    1,642    1,451    1,953 
Others
   838    383    886    886 
  
 
   
 
 
 
   
 
 
Accrued expenses
  $10,456   $9,688   $7,951   $10,457 
  
 
   
 
 
 
   
 
 
1
0


6. Derivative Financial Instruments
The Company’s Korean subsidiary, Magnachip Semiconductor, Ltd., from time to time has entered into zero cost collar 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, 2023March 31, 2024 are as follows (in thousands):
 
Date of transaction
  
Total notional amount
   
Month of settlement
March 07, 2022
  $24,000   July 2023 to December 2023
April 27, 2022
  $24,000   July 2023 to December 2023
March 08, 2023
  $18,000   July 2023 to December 2023
April 03, 2023
  $23,000   December 2023 to June 2024
Date of transaction
  
Total notional amount
   
Month of settlement
April 03, 2023
  $9,000   April 2024 to June 2024
August 09, 2023
  $18,000   April 2024 to September 2024
Details of the zero cost collar contracts as of December 31, 20222023 are as follows (in thousands):
 
Date of transaction
  
Total notional amount
   
Month of settlement
January 04, 2022
  $30,000   January 2023 to June 2023
March 07, 2022
  $24,000   July 2023 to December 2023
April 27, 2022
  $42,000   January 2023 to December 2023
Date of transaction
  
Total notional amount
   
Month of settlement
April 03, 2023
  $18,000   January 2024 to June 2024
August 09, 2023
  $27,000   January 2024 to September 2024
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.
The fair values of the Company’s outstanding zero cost collar contracts recorded as assets and liabilities as of June 30, 2023March 31, 2024 and December 31, 20222023 are as follows (in thousands):
 
Derivatives designated as hedging instruments:
      
June 30,

2023
   
December 31,

2022
      
March 31,
2024
   
December 31,
2023
 
Asset Derivatives:
Zero cost collars
  Other current assets  $—    $152 
Liability Derivatives:
         
Zero cost collars
   Other current liabilities   $1,776   $2,015   Other current liabilities  $397   $1 
Offsetting of derivative liabilities as of June 30,March 31, 2024 is as follows (in thousands):
As of March 31, 2024
  
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
  $397   $—    $397   $—    $—    $397 
12

Offsetting of derivative assets and liabilities as of December 31, 2023 is as follows (in thousands):
 
As of June 30, 2023
  
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
 
As of December 31, 2023
  
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
  $152   $—    $152   $—    $—    $152 
Liability Derivatives:
                 
Zero cost collars
  $1,776   $—     $1,776   $—     $(1,120 $656   $1   $—    $1   $—    $—    $1 
Offsetting of derivative liabilities as of December 31, 2022 is as follows (in thousands):
As of December 31, 2022
  
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
  $2,015   $—     $2,015   $—     $(1,940 $75 
1
1

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 or loss (“AOCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative, representing hedge components excluded from the assessment of effectiveness, are recognized in current earnings.
The following table summarizes the impact of derivative instruments on the consolidated statements of operations for the three months ended June 30,March 31, 2024 and 2023 and 2022 (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
 
   
Three Months Ended

June 30,
      
Three Months Ended

June 30,
      
Three Months Ended

June 30,
 
   
2023
  
2022
      
2023
  
2022
      
2023
  
2022
 
Zero cost collars
  $(375 $(6,477  Net sales   $(1,243 $(1,796  Other income, net   $(20 $184 
   
 
 
  
 
 
       
 
 
  
 
 
       
 
 
  
 
 
 
   $(375 $(6,477      $(1,243 $(1,796      $(20 $184 
   
 
 
  
 
 
       
 
 
  
 
 
       
 
 
  
 
 
 
The following table summarizes the impact of derivative instruments on the consolidated statements of operations for the six months ended June 30, 2023 and 2022 (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
 
   
Six Months Ended

June 30,
      
Six Months Ended

June 30,
     
Six Months Ended

June 30,
 
   
2023
  
2022
      
2023
  
2022
     
2023
  
2022
 
Zero cost collars
 $(1,510 $(7,741  Net sales   $(1,846 $(2,558  Other income
(loss), net
   $(74 $55 
  
 
 
  
 
 
       
 
 
  
 
 
       
 
 
  
 
 
 
  $(1,510 $(7,741      $(1,846 $(2,558      $(74 $55��
  
 
 
  
 
 
       
 
 
  
 
 
       
 
 
  
 
 
 
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
 
   
Three Months Ended
March 31,
     
Three Months Ended
March 31,
     
Three Months Ended
March 31,
 
   
2024
  
2023
     
2024
  
2023
     
2024
   
2023
 
Zero cost collars
  $(605 $(1,135 Net sales  $(59 $(603 Other income, net  $25   $(54
  
 
 
  
 
 
    
 
 
  
 
 
    
 
 
   
 
 
 
  $(605 $(1,135   $(59 $(603   $25   $(54
  
 
 
  
 
 
    
 
 
  
 
 
    
 
 
   
 
 
 
As of June 30, 2023,March 31, 2024, the amount expected to be reclassified from accumulated other comprehensive lossincome into lossearnings within the next 12 months is $889$145 thousand.
The Company has set aside a cash deposit to the counterparty, Standard Chartered Bank Korea Limited (“SC”), as required for the zero cost collar contracts. This cash deposit is recorded as hedge collateral on the consolidated balance sheets. Cash deposits as of June 30, 2023March 31, 2024 and December 31, 20222023 are as follows (in thousands):
 
Counterparty
  
June 30,

2023
   
December 31,

2022
   
March 31,
2024
   
December 31,
2023
 
SC
  $1,000   $1,000   $1,000   $1,000 
  
 
   
 
 
 
   
 
 
Total
  $1,000   $1,000   $1,000   $1,000 
  
 
   
 
 
 
   
 
 
The Company is required to deposit additional cash collateral with Nomura Financial Investment (Korea) Co., Ltd. (“NFIK”) and SC for any exposure in excess of $500 thousand. Asthousand, respectively, but no such excess exposure existed as of June 30, 2023, $1,120 thousand of additional cash collateral was required by NFIK,March 31, 2024 and recorded as hedge collateral on the consolidated balance sheet. As of December 31, 2022, $1,840 thousand and $100 thousand of additional cash collateral were required by NFIK and SC, respectively, and recorded as hedge collateral on the consolidated balance sheet.2023.
These zero cost collar contracts may be terminated by the counterparties 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.
 
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7. Fair Value Measurements
Fair Value of Financial Instruments
As of June 30, 2023, 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, 2023
   
Fair Value

Measurement

June 30, 2023
   
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)
  $1,776   $1,776    —     $1,776    —   
As of DecemberMarch 31, 2022,2024, the following table represents the Company’s liabilities measured at fair value on a recurring basis and the basis for that measurement (in thousands):
 

                                                                                                                                  
   
Carrying Value

December 31, 2022
   
Fair Value

Measurement

December 31, 2022
   
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)
  $2,015   $2,015    —     $2,015    —   
   
Carrying Value
March 31, 2024
   
Fair Value
Measurement
March 31, 2024
   
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)
  $397   $397    —    $397    —  
ItAs of December 31, 2023, 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):
em
s
   
Carrying Value
December 31, 2023
   
Fair Value
Measurement
December 31, 2023
   
Quoted Prices in
Active Markets
for Identical
Liability (Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
Assets:
          
Derivative assets
(other current assets)
  $152   $152    —    $152    —  
Liabilities:
          
Derivative liabilities
(other current liabilities)
  $1   $1    —    $1    —  
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.
 
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314


8. Accrued Severance Benefits
The majority of accrued severance benefits are for employees in the Company’s Korean subsidiary.subsidiaries. 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 June 30, 2023, 97%March 31, 2024, 96% of all employees of the Company were eligible for severance benefits.
Changes in accrued severance benefits are as follows (in thousands):
 

   
Three Months Ended
   
Six Months Ended
   
Three Months Ended
   
Six Months Ended
 
                 
   
June 30, 2023
   
June 30, 2022
 
Beginning balance
  $48,574   $48,496   $50,771   $51,567 
Provisions
   1,761    4,091    1,570    3,240 
Severance payments
   (4,857   (5,728   (1,545   (2,934
Translation adjustments
   (357   (1,738   (3,210   (4,287
   
 
 
   
 
 
   
 
 
   
 
 
 
    45,121    45,121    47,586    47,586 
Less: Cumulative contributions to
severance insurance deposit accounts
   (24,816   (24,816   (16,894   (16,894
The National Pension Fund
   (30   (30   (44   (44
Group severance insurance plan
   (152   (152   (182   (182
   
 
 
   
 
 
   
 
 
   
 
 
 
Accrued severance benefits, net
  $20,123   $20,123   $30,466   $30,466 
   
 
 
   
 
 
   
 
 
   
 
 
 
   
Three Months Ended
 
   
March 31,
2024
   
March 31,
2023
 
Beginning balance
  $45,932   $48,496 
Provisions
   1,405    2,330 
Severance payments
   (884   (871
Translation adjustments
   (1,969   (1,381
  
 
 
   
 
 
 
   44,484    48,574 
Less: Cumulative contributions to severance insurance deposit accounts
   (28,954   (24,747
The National Pension Fund
   (27   (40
Group severance insurance plan
   —     (179
  
 
 
   
 
 
 
Accrued severance benefits, net
  $15,503   $23,608 
  
 
 
   
 
 
 
The severance benefits funded through the Company’s National Pension Fund and group severance insurance plan have been and will be used exclusively for payment of severance benefits to eligible employees. These amounts have been deducted from the accrued severance benefit balance.
Beginning in July 2018, the Company contributes 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 pursuant to Employee Retirement Benefit Security Act of Korea. 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 2023
  $168 
2024
   319 
Remainder of 2024
  $306 
2025
   739   $324 
2026
   669   $543 
2027
   372   $386 
2028
   3,514   $3,125 
2029 – 2033
   18,215 
2029
  $3,509 
2030 — 2034
  $16,631 
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 years of age or older under the Employment Promotion for the Aged Act. The Company sets the retirement age of employees at 60.
 
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415


9. Early Termination and Other ChargesLong-Term Borrowing
During the first quarterOn March 26, 2024, Magnachip Semiconductor, Ltd., a Korean limited liability company (“MSK”) and indirect wholly owned subsidiary of 2023, the Company, commencedexecuted a Standard Credit Agreement (together with its General Terms and Conditions, the voluntary resignation program“Loan Agreement”) with Korea Development Bank (“KDB”). In connection with the Loan Agreement, on March 26, 2024, MSK entered into a
Kun-Pledge
(Mortgage) Agreement (the “Pledge Agreement”) with KDB pursuant to which MSK pledged its real property and buildings located in Gumi, Korea (“Fab 3 properties”) in favor of KDB.
2023 Resignation
Pr
ogram”The Loan Agreement provides for a working capital term loan (the “Term Loan”) of KRW 40,000,000,000 (approximately $29,835 thousand based on the KRW/USD exchange rate of 1,340.7:1 as of March 26, 2024 as quoted by KEB Hana Bank), which was available forfunded in full to MSK on March 26, 2024.
The Term Loan bears interest at a variable rate equal to the employees with more than 20 years of service. For the six months ended June 30, 2023, the Company recorded in its consolidated statement of operations $8,449 thousand of termination related charges as “early termination and other charges”
3-month
CD rate quoted by KDB, plus 1.21%, which were paid duringrate is adjusted quarterly. The initial interest rate on the second quarterTerm Loan was 4.86% per annum. The Term Loan requires monthly interest-only payments and matures on March 26, 2027, at which time the full principal balance will be due and payable. All obligations of 2023.
MSK under the Loan Agreement and the Term Loan are secured by the Fab 3 properties pursuant to the Pledge Agreement.
For
As of March 31, 2024, approximately $29,700 thousand aggregate principal amount of the three and six months ended June 30, 2023, the Company also recorded $802 thousand of
one-timeTerm Loan was outstanding.
employee incentives. For the three and six months ended June 30, 2022, the Company recorded $797 thousand of professional service fees and expenses incurred in connection with certain strategic evaluations.
10. Foreign Currency 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 MSK, one of the Company’s Korean subsidiary.subsidiaries. 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 June 30, 2023March 31, 2024 and December 31, 2022,2023, the outstanding intercompany loan balances including accrued interest between the Korean subsidiaryMSK and the Dutch subsidiary were $293,077$258,291 thousand and $310,988$285,136 thousand, respectively. The Korean won to U.S. dollar exchange rates were 1,312.8:1,346.8:1 and 1,267.3:1,289.4:1 using the first base rate as of June 30, 2023March 31, 2024 and December 31, 2022,2023, respectively, as quoted by the KEB Hana Bank.
11. 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 or
non-income
tax examinations by tax authorities of these jurisdictions for all open tax years.
For the three and six months ended June 30,March 31, 2024, the Company recorded an income tax benefit of $1,024 thousand, primarily related to one of its operating entities in Korea based on the estimated taxable loss for the respective period.
For the three months ended March 31, 2023, the Company recorded an income tax benefit of $2,977$1,227 thousand, and $4,204 thousand, respectively, primarily attributablerelated to its then primary operating entity in Korea based on the estimated taxable loss of its Korean subsidiary for the respective period.
For the three months ended June 30, 2022, the Company recorded an income tax benefit of $897 thousand primarily attributable to a decrease in its Korean subsidiary’s
pre-tax
income for the respective period due to the foreign currency translation loss recorded in its Korean subsidiary in connection with intercompany loans. For the six months ended June 30, 2022, the Company recorded an income tax expense of $2,586 thousand, primarily attributable to interest on intercompany loan balances and income tax in its Korean subsidiary and the U.S. parent entity based on the Company’s estimated taxable income for the respective period.
 
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516


12. Geographic and Other Information
The Company operates within the operating segment, standard products business, and also reports Transitional Fab 3 Foundry Services revenue.
In previous reporting periods, the Company categorized revenues from two business lines in its standard products business: the Display Solutions business line and the Power Solutions business line. As part of the Reorganization, the Company regrouped its standard products business into the Mixed-Signal Solutions business line and the Power Analog Solutions business line. Accordingly, effective as of the first quarter of fiscal 2024, the Company categorizes its standard product business revenue by those two regrouped business lines. See “Note 1. Business, Basis of Presentation and Significant Accounting Policies — Business” for additional information regarding the Reorganization.
Revenues for the three months ended March 31, 2023 from its
previous
product categories have been reclassified in order to conform to the current period presentation as follows (in thousands):
       MSS   PAS   Total 
Display Solutions  $10,841   $10,841   $—   $10,841 
Power Solutions   40,673    1,966    38,707    40,673 
                    
  $51,514   $12,807   $38,707   $51,514 
                    
The following sets forth information relating to the single operating segment, standard products business, as well as the Transitional Fab 3 Foundry Services (in thousands):
 
  
Three Months Ended
   
Six Months Ended
   
Three Months Ended
 
  
June 30,

2023
   
June 30,

2022
   
June 30,

2023
   
June 30,

2022
   
March 31,
2024
   
March 31,
2023
 
Revenues
            
Standard products business
            
Display Solutions
  $9,657   $28,336   $20,498   $57,521 
Power Solutions
   41,718    62,952    82,391    127,777 
Mixed-Signal Solutions
  $9,006   $12,807 
Power Analog Solutions
   36,535    38,707 
  
 
   
 
   
 
   
 
 
 
   
 
 
Total standard products business
   51,375    91,288    102,889    185,298   $45,541   $51,514 
Transitional Fab 3 foundry services
   9,604    10,088    15,095    20,171    3,526    5,491 
  
 
   
 
   
 
   
 
 
 
   
 
 
Total revenues
  $60,979   $101,376   $117,984   $205,469   $49,067   $57,005 
  
 
   
 
   
 
   
 
 
 
   
 
 
 

   
Three Months Ended
   
Six Months Ended
 
   
June 30,

2023
   
June 30,

2022
   
June 30,

2023
   
June 30,

2022
 
Gross Profit
        
Standard products business
  $13,508   $27,668   $27,710   $65,598 
Transitional Fab 3 foundry services
   30    1,277    (2,078   2,343 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total gross profit
  $13,538   $28,945   $25,632   $67,941 
   
 
 
   
 
 
   
 
 
   
 
 
 
   
Three Months Ended
 
   
March 31,
2024
   
March 31,
2023
 
Gross Profit
    
Standard products business
    
Mixed-Signal Solutions
  $4,019   $3,868 
Power Analog Solutions
   5,634    10,334 
  
 
 
   
 
 
 
Total standard products business
  $9,653   $14,202 
Transitional Fab 3 foundry services
   (685   (2,108
  
 
 
   
 
 
 
Total gross profit
  $8,968   $12,094 
  
 
 
   
 
 
 
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
   
Six Months Ended
   
Three Months Ended
 
  
June 30,

2023
   
June 30,

2022
   
June 30,

2023
   
June 30,

2022
   
March 31,
2024
   
March 31,
2023
 
Korea
  $14,394   $31,168   $30,890   $62,198   $18,144   $16,496 
Asia Pacific (other than Korea)
   35,024    56,068    66,925    114,328    25,665    31,901 
United States
   236    2,492    1,281    5,356    338    1,045 
Europe
   1,721    1,560    3,793    3,416    1,394    2,072 
  
 
   
 
   
 
   
 
 
 
   
 
 
Total
  $51,375   $91,288   $102,889   $185,298   $45,541   $51,514 
  
 
   
 
   
 
   
 
 
 
   
 
 
17

For the three months ended June 30,March 31, 2024 and 2023, and 2022, of the Company’s net sales standard products business in Asia Pacific (other than Korea), net sales standard products business in China and Hong Kong together represented 67.5%73.0% and 56.5%57.9%, respectively, and net sales—sales — standard products business in Vietnam represented 11.3%5.8% and 26.7%, respectively. For the six months ended June 30, 2023 and 2022, of the Company’s net sales – standard products business in Asia Pacific (other than Korea), net sales – standard products business in China and Hong Kong represented 62.9% and 64.0%, respectively, and net sales—standard products business in Vietnam represented 14.4% and 20.4%17.8%, 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 72%74% and 73%71% for the three months ended June 30,March 31, 2024 and 2023, and 2022, respectively, and 70% and 72% for the six months ended June 30, 2023 and 2022, respectively.
For the three months ended June 30,March 31, 2024, the Company had one customer that represented 24.7% of its net sales — standard products business. For the three months ended March 31, 2023, the Company had two customers that represented 15.1%16.4% and 13.5% of its net sales—standard products business, respectively. For the six months ended June 30, 2023, the Company had two customers that represented 15.0% and 14.4% of its net sales—standard products business, respectively. For the three months ended June 30, 2022, the Company had two customers that represented 26.7% and 13.3%13.7% of its net sales standard products business. For the six months ended June 30, 2022, the Company had two customers that represented 26.1% and 13.1% of its net sales – standard products business.business, respectively.
As of June 30, 2023,March 31, 2024, one customer of the Company’s accounts receivable was concentrated with four customers at June 30, 2023, who represented a total of 59%standard products business accounted for 42.1% of its accounts receivable — standard products business (which does not include the Transitional Fab 3 Foundry Services). As of December 31, 2023, three customers of the Company’s standard products business accounted for 34.9%, 14.4% and 13.9% of its accounts receivable — standard products business (which does not include the Transitional Fab 3 Foundry Services), compared with four customers at December 31, 2022, who represented 56% of its accounts receivable – standard products business (which does not include the Transitional Fab 3 Foundry Services).respectively.
 
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618


13. Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss consists of the following as of June 30, 2023March 31, 2024 and December 31, 2022,2023, respectively (in thousands):
 
  
June 30,

2023
   
December 31,

2022
   
March 31,
2024
   
December 31,
2023
 
Foreign currency translation adjustments
  $(15,521  $(11,328  $(18,845  $(15,348
Derivative adjustments
   (889   (1,225   145    691 
  
 
   
 
 
 
   
 
 
Total
  $(16,410  $(12,553  $(18,700  $(14,657
  
 
   
 
 
 
   
 
 
Changes in accumulated other comprehensive loss for the three months ended June 30,March 31, 2024 and 2023 and 2022 are as follows (in thousands):
 
Three Months Ended June 30, 2023
  
Foreign

currency

translation

adjustments
   
Derivative

adjustments
   
Total
 
Three Months Ended March 31, 2024
  
Foreign
currency
translation
adjustments
   
Derivative
adjustments
   
Total
 
Beginning balance
  $(13,236  $(1,757  $(14,993  $(15,348  $691   $(14,657
  
 
   
 
   
 
 
 
   
 
   
 
 
Other comprehensive loss before reclassifications
   (2,285   (375   (2,660   (3,497   (605   (4,102
Amounts reclassified from accumulated other comprehensive loss
   —      1,243    1,243    —     59    59 
  
 
   
 
   
 
 
 
   
 
   
 
 
Net current-period other comprehensive loss
   (2,285   868    (1,417   (3,497   (546   (4,043
  
 
   
 
   
 
 
 
   
 
   
 
 
Ending balance
  $(15,521  $(889  $(16,410  $(18,845  $145   $(18,700
  
 
   
 
   
 
 
 
   
 
   
 
 
 
Three Months Ended June 30, 2022
  
Foreign

currency

translation

adjustments
   
Derivative

adjustments
   
Total
 
Beginning balance
  $(3,815  $(1,962  $(5,777
   
 
 
   
 
 
   
 
 
 
Other comprehensive loss before reclassifications
   (6,862   (6,477   (13,339
Amounts reclassified from accumulated other comprehensive loss
   —      1,796    1,796 
   
 
 
   
 
 
   
 
 
 
Net current-period other comprehensive loss
   (6,862   (4,681   (11,543
   
 
 
   
 
 
   
 
 
 
Ending balance
  $(10,677  $(6,643  $(17,320
   
 
 
   
 
 
   
 
 
 
Changes in accumulated other comprehensive loss for the six months ended June 30, 2023 and 2022 are as follows (in thousands):
Six Months Ended June 30, 2023
  
Foreign

currency

translation

adjustments
   
Derivative

adjustments
   
Total
 
Three Months Ended March 31, 2023
  
Foreign
currency
translation
adjustments
   
Derivative
adjustments
   
Total
 
Beginning balance
  $(11,328  $(1,225  $(12,553  $(11,328  $(1,225  $(12,553
  
 
   
 
   
 
 
 
   
 
   
 
 
Other comprehensive loss before reclassifications
   (4,193   (1,510   (5,703   (1,908   (1,135   (3,043
Amounts reclassified from accumulated other comprehensive loss
   —      1,846    1,846    —     603    603 
  
 
   
 
   
 
 
 
   
 
   
 
 
Net current-period other comprehensive loss
   (4,193   336    (3,857   (1,908   (532   (2,440
  
 
   
 
   
 
 
 
   
 
   
 
 
Ending balance
  $(15,521  $(889  $(16,410  $(13,236  $(1,757  $(14,993
  
 
   
 
   
 
 
 
   
 
   
 
 
 
Six Months Ended June 30, 2022
  
Foreign

currency

translation

adjustments
   
Derivative

adjustments
   
Total
 
Beginning balance
  $(770  $(1,460  $(2,230
   
 
 
   
 
 
   
 
 
 
Other comprehensive loss before reclassifications
   (9,907   (7,741   (17,648
Amounts reclassified from accumulated other comprehensive loss
   —      2,558    2,558 
   
 
 
   
 
 
   
 
 
 
Net current-period other comprehensive loss
   (9,907   (5,183   (15,090
   
 
 
   
 
 
   
 
 
 
Ending balance
  $(10,677  $(6,643  $(17,320
   
 
 
   
 
 
   
 
 
 

1
7
19
14. Stock Repurchases
Accelerated Stock Repurchase Program
On December 21, 2021, the Board of Directors authorized the Company to repurchase up to $75,000 thousand of its outstanding common stock and the Company entered into an accelerated stock repurchase agreement
dated December 21, 2021
(the “ASR Agreement”) with JPMorgan Chase Bank, National Association (“JPM”) to repurchase an aggregate of $37,500 thousand of its common stock.
Pursuant to the terms of the ASR Agreement, the Company paid to JPM $37,500 thousand in cash and received an initial delivery of 994,695 shares of its common stock in the open market for an aggregate purchase price of $20,073 thousand and a price per share of $20.18 on December 22, 2021.
As of December 31, 2021, the Company accounted for the remaining portion of the ASR Agreement as a forward contract indexed to its own common stock and recorded $17,427 thousand in additional
paid-in
capital in stockholders’ equity in its consolidated balance sheets.
In March 2022, the previously announced repurchase of $37,500 thousand of the Company’s common stock was completed pursuant to the ASR Agreement, and as a result, the Company additionally received 1,031,576 shares of its common stock for an aggregate purchase price of $17,217 thousand at a price per share of $16.69, which was reclassified as treasury stock from additional
paid-in
capital in stockholder’s equity in its consolidated balance sheets.
Expanded Stock Repurchase Program
On August 31, 2022, the Board of Directors authorized an expansion of the Company’s previously announced stock repurchase program from $75,000 thousand$75 million to $87,500 thousand$87.5 million of its common stock. The Company has already repurchased shares worth $37.5 million under the program through an accelerated stock repurchase agreement on December 21, 2021 with JPMorgan Chase Bank, National Association. The remaining $50,000 thousand$50 million of the expanded $87,500 thousand$87.5 million program was
expected
planned to be repurchased in the open market or through privately negotiated transactions.
In June 2023, the Company completed the repurchase of its common stock
under its expanded stock repurchase program
using the remaining $50,000 thousand
through open market purchase
s
.
From September 2022 to December 2022, the Company repurchased 1,235,650 shares of its common stock in the open market for an aggregate purchase price of $12,511 thousand$12.5 million and a weighted average price per share of $10.13 under the
expanded
stock repurchase program.
During the first half of 2023, the Company repurchased 3,705,443 shares of its common stock in the open market for an aggregate purchase price of $37,429 thousand$37.4 million and a weighted average price per share of $10.10 under the
expanded
stock repurchase program. As of the end of June 2023, the Company had completed the repurchase of its common stock under its expanded stock repurchase program.
New Stock Repurchase Program
On July 19, 2023, the Board of Directors authorized a new $50 million stock buyback program. Purchases have been and will be made in the open market or in privately negotiated transactions, depending upon market conditions and other factors.
From August 2023 to December 2023, the Company repurchased 1,730,173 shares of its common stock in the open market for an aggregate purchase price of $13.6 million and a weighted average price per share of $7.84 under the new stock repurchase program.
During the first quarter of 2024, the Company repurchased 626,279 shares of its common stock in the open market for an aggregate purchase price of $4.1 million and a weighted average price per share of $6.57 under the new stock repurchase program.
 
1
820

Table of Contents
15. Earnings (Loss)Loss Per Share
The following table illustrates the computation of basic and diluted earnings (loss)loss per common share for the three and six months ended June 30, 2023March 31, 2024 and 2022:2023:
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,

2023
   
June 30,

2022
   
June 30,

2023
   
June 30,

2022
 
                 
   
(In thousands of U.S. dollars, except share data)
 
Basic earnings (loss) per share
                    
Net income (loss)
  $(3,947  $(3,340  $(25,417  $6,188 
Basic weighted average common stock outstanding
   41,741,310    44,897,278    42,561,514    45,248,293 
Basic earnings (loss) per common share
  $(0.09  $(0.07  $(0.60  $0.14 
Diluted earnings (loss) per share
                    
Net income (loss)
  $(3,947  $(3,340  $(25,417  $6,188 
Basic weighted average common stock outstanding
   41,741,310    44,897,278    42,561,514    45,248,293 
Net effect of dilutive equity awards
   —      —      —      1,081,266 
   
 
 
   
 
 
   
 
 
   
 
 
 
Diluted weighted average common stock outstanding
   41,741,310    44,897,278    42,561,514    46,329,559 
Diluted earnings (loss) per share
  $(0.09  $(0.07  $(0.60  $0.13 
   
Three Months Ended
 
   
March 31,
2024
   
March 31,
2023
 
   
(In thousands of U.S. dollars, except share data)
 
Basic Loss per Share
    
Net loss
  $(15,417  $(21,470
  
 
 
   
 
 
 
Basic weighted average common stock outstanding
   38,544,781    43,390,832 
Basic loss per share
  $(0.40  $(0.49
Diluted Loss per Share
    
Net loss
  $(15,417  $(21,470
  
 
 
   
 
 
 
Basic weighted average common stock outstanding
   38,544,781    43,390,832 
Net effect of dilutive equity awards
   —     —  
  
 
 
   
 
 
 
Diluted weighted average common stock outstanding
   38,544,781    43,390,832 
Diluted loss per share
  $(0.40  $(0.49
Diluted earnings (loss)loss per share adjusts basic earnings (loss)loss per share for the potentially dilutive impact of stock options and restricted stock units. As the Company has reported loss for the three and six months ended June 30,March 31, 2024 and 2023, and three months ended June 30, 2022, all potentially dilutive securities are antidilutive and accordingly not considered, therefore basic net loss per share equals diluted net loss per share.
The following outstanding instruments were excluded from the computation of diluted earnings (loss)loss per share, as they have an anti-dilutive effect on the calculation:
 
  
Three Months Ended
   
Six Months Ended
   
Three Months Ended
 
  
June 30,

2023
   
June 30,

2022
   
June 30,

2023
   
June 30,

2022
   
March 31,
2024
   
March 31,
2023
 
Options
   903,558    1,145,551    903,558    130,000    757,858    1,116,158 
Restricted Stock Units
   1,538,791    1,121,574    1,538,791    —      922,307    1,434,827 
 
1921


Table of Contents
16. Commitments and Contingencies
Advances to Suppliers
The Company, from time to time, may make advances in form of prepayments or deposits to suppliers, including external foundries, to meet its planned production. The Company recorded advances of $4,117$3,030 thousand and $6,605$3,883 thousand as other current assets as of June 30, 2023March 31, 2024 and December 31, 2022,2023, respectively.

17. Subsequent Events
2
0Derivative contracts
In April 2024, the Company and NFIK entered into derivative contracts of
zero
cost collars for the period from October 2024 to March 2025. The total notional amounts are $18,000 thousand.
22


Table of Contents

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form

10-Q
(this (this “Report”) 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
for our fiscal year ended December 31, 20222023 filed on February 22, March 8, 2024 (“2023 (“2022 Form
10-K”).

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 Report, unless the context otherwise requires, that include the use of the terms “we,” “us,” “our” and “Magnachip” refer to Magnachip Semiconductor Corporation and its consolidated subsidiaries. The term “Korea” refers to the Republic of Korea or South Korea.

2
1

23


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.

Overview

We are a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT applications,communication, Internet of Things (“IoT”), consumer, computing, industrial and automotive applications. We have a proven record with more than 40 years of operating history, a portfolio of approximately 1,100 registered patents and pending applications and extensive engineering and manufacturing process expertise.

OurOn May 30, 2023, we announced a plan to regroup the business lines in our standard products business, includes ouroriginally grouped as Display Solutions and Power Solutions business lines.lines, into the following two business lines to better align our product strategies (the “Reorganization”):

(i)

Our display integrated circuit (“IC”) and power IC businesses, which are fabless, became the Mixed-Signal Solutions (“MSS”) business line; and

(ii)

Our power discrete business, which is an integrated device manufacturing (“IDM”) business, became the Power Analog Solutions (“PAS”) business line.

On January 10, 2024, we transferred the MSS business line into a newly formed Korean limited liability company named “Magnachip Mixed-Signal, Ltd.” Following the Reorganization, our MSS business line is primarily operated by Magnachip Mixed-Signal, Ltd., and our PAS business line is primarily operated by Magnachip Semiconductor, Ltd., our already existing Korean operating entity. Both entities are indirect wholly owned subsidiaries of the Company.

Our Display SolutionsMSS business line consist of display IC and power IC businesses. Our display IC products provide flat panel display solutions to major suppliers of large and small flat panel displays. These products include source and gate drivers and timing controllers that cover a wide range of flat panel displays used in mobile communications, automotives, entertainment devices, ITan array of applications, such as monitors, notebook PCs, tablet PC and TVs applied with liquid crystal display (LCD)(“LCD”), organic light emitting diodes (OLED) and Micro(“OLED”) or micro light emitting diode (Micro LED) panel.(“Micro LED”). Since 2007, we have designed and manufactured OLED display driver integrated circuit (IC)IC products. Our current portfolio of OLED solutions address a wide range ofvarious resolutions, ranging from HD (High Definition) to UHD (Ultra High Definition), for a wide range of applications, including smartphones, TVs,televisions, automotive and IT applications, such as monitors, notebook PCs and tablet PCs, as well as AR/VRs. Our power IC products provide power IC solutions to major television suppliers and large panel display suppliers. These products include AC-DC/DC-DC converters, LED drivers, regulators, power management integrated circuits (“PMICs”) and level shifter for a range of devices, including televisions, wearable devices, notebooks, tablet PCs and others consumer electronics, as well as automotive applications.

Our Power SolutionsPAS business line produces power management semiconductor products, including power discrete and integrated circuit solutions for power management in communications,communication, consumer, computing, servers, automotive and industrial applications. These products include metal oxide semiconductor field effect transistors (MOSFETs),(“MOSFETs”) and insulated-gate bipolar transistors (IGBTs), AC-DC/DC-DC converters, LED drivers, regulators and power management integrated circuits (PMICs)(“IGBTs”) for a range of devices, including televisions, smartphones, mobile phones, wearable devices, desktop PCs, notebooks,notebook PCs, tablet PCs, other consumer electrics,electronics, as well as automotive and industrial applications such as power suppliers, e-bikes, solar inverters, LED lighting and motor drives.

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 in Korea and substantial global manufacturing operations 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. Certain of our OLED display driver IC and power IC products are produced using external12-inch foundries. Through a strategic cooperation with external 12-inchfoundries, we are managingmanage to ensure outsourcing wafers at competitive price and produce quality products.

24


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.

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,communication, IoT, consumer, industrial and industrialautomotive 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 continually strive to diversify 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.

22


Net sales for our standard products business are driven by design wins in which we are selected by an electronics original equipment manufacturer (OEM)(“OEM”) or other potential customer to supply its demand for a particular product. A customer will often have more than one supplier designed into 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 certain 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 internally manufactured 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 and 8-inch wafer capacity, such as organic light emitting diodes (OLED).OLED display driver IC and power IC products. 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 had 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 external 12-inch foundries starting in the second half of 2015 and we have started outsourcing 8-inch wafer for OLED TV ICICs and power ICs after the sale of our fabrication facility located in Cheongju, Korea in 2020. This additional source of manufacturing is an increasingly important part of our supply chain management. By outsourcing manufacturing of OLED display driver IC and power IC products to external foundries, we are able to adapt dynamically to changing customer requirements and address growing markets without substantial capital investments by us. However, relying on external foundries exposes us to the risk of being unable to secure manufacturing capacity, inparticularly during the case of facing with a worldwideglobal shortage of foundry services. Although we are workingwork strategically with external foundries to ensure long-term wafer capacity, if these efforts are at any time unsuccessful, our ability to deliver products to our customers may be negatively impacted, which would adversely affect our relationship with customers and opportunities to secure new design-wins.

25


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.

 

2326


Recent Developments

Loan Agreement

On March 26, 2024, Magnachip Semiconductor, Ltd., a Korean limited liability company (“MSK”) and indirect wholly owned subsidiary of the Company, executed a Standard Credit Agreement (together with its General Terms and Conditions, the “Loan Agreement”) with Korea Development Bank (“KDB”). In connection with the Loan Agreement, on March 26, 2024, MSK entered into a Kun-Pledge (Mortgage) Agreement (the “Pledge Agreement”) with KDB pursuant to which MSK pledged its real property and buildings located in Gumi, Korea (“Fab 3 properties”) in favor of KDB.

The Loan Agreement provides for a working capital term loan (the “Term Loan”) of KRW 40,000,000,000 (approximately $29.8 million based on the KRW/USD exchange rate of 1,340.7:1 as of March 26, 2024 as quoted by KEB Hana Bank), which was funded in full to MSK on March 26, 2024.

The Term Loan bears interest at a variable rate equal to the 3-month CD rate quoted by KDB, plus 1.21%, which rate is adjusted quarterly. The initial interest rate on the Term Loan was 4.86% per annum. The Term Loan requires monthly interest-only payments and matures on March 26, 2027, at which time the full principal balance will be due and payable. All obligations of MSK under the Loan Agreement and the Term Loan are secured by the Fab 3 properties pursuant to the Pledge Agreement.

New Stock Repurchase Program

On July 19, 2023, our Board of Directors authorized a new $50 million stock buyback program. Purchases mayhave been and will be made in the open market or in privately negotiated transactions, depending upon market conditions and other factors. The actual number of shares purchased, and the timing of purchases, will be at our discretion.

Prior Expanded Stock Repurchase Program

OnFrom August 31, 2022, our Board of Directors authorized an expansion of the previously announced stock repurchase program from $75.0 million2023 to $87.5 million of our common stock. We repurchased shares worth $37.5 million under the prior program through an accelerated stock repurchase agreement on December 21, 2021 with JPMorgan Chase Bank, National Association. The remaining $50.0 million of the expanded $87.5 million program was expected to be repurchased in the open market or through privately negotiated transactions.

In June 2023, we completed the repurchase of our common stock under the prior expanded stock repurchase program using the remaining $50 million through open market purchases.

From September 2022 to December 2022, we repurchased 1,235,6501,730,173 shares of our common stock in the open market for an aggregate purchase price of $12.5$13.6 million and a weighted average price per share of $10.13$7.84 under the prior expandednew stock repurchase program.

During the first halfquarter of 2023,2024, we repurchased 3,705,443626,279 shares of our common stock in the open market for an aggregate purchase price of $37.4$4.1 million and a weighted average price per share of $10.10$6.57 under the prior expandednew stock repurchase program.

COVID-19

Many of the restrictions and containment measures implemented to combat COVID-19 have since been lifted or scaled back, and we are not currently experiencing any significant impact to our business as a result of COVID-19. We will continue to monitor and evaluate the nature and scope of the impact of COVID-19 on our business in the event of a reemergence of the pandemic.

Macroeconomic Industry Conditions

The semiconductor industry continues to face a number of macroeconomic challenges, including rising inflation, increased interest rates, supply chain disruptions, capacity constraints, inventory corrections, shifting customer and end-user demand, and fluctuations in currency rates, and geopolitical tensions, including without limitation ongoing conflicts involving Russia and Ukraine and Israel and Hamas including sustained military action and conflict in the Red Sea and recent escalations between Iran and Israel, any one of and all of which canmay cause volatility and unpredictability in the market.market for semiconductor products and end-user demand. The length and severity of these macroeconomic events and their overall impact on our business, results of operations and financial condition remain uncertain.

Developments in Export Control Regulations

On October 7, 2022, the Bureau of Industry and Security (BIS) of the U.S. Department of Commerce published changes to U.S. export control regulations (U.S. Export Regulations), including new restrictions on Chinese entities’ ability to obtain advanced computing chips, develop and maintain supercomputers, and manufacture advanced semiconductors. Further, on October 12, 2022, a new rule went into effect requiring U.S. persons to obtain a license prior to engaging in certain activities that could “support” certain end-uses and end-users, including those related to weapons of mass destruction. Additionally, on October 21, 2022, the Bureau of Industry and SecurityBIS brought into effect a series of new Foreign Direct Product (FDP) rules and various new controls on advanced computing items, significantly expanding the scope of items that are subject to export control under the U.S. Export Regulations. More recently, on October 25, 2023, BIS published additional rules, which went into effect on November 17, 2023 to expand, clarify, and correct the rules published in October 2022. A further corrected and clarified version of these rules went into effect on April 4, 2024. Based on our understanding of the current U.S. Export Regulations and related rules currently in effect, we do not anticipate that they will have a material impact on our current business, but we will continue reviewing and assessing these rules and regulations and their potential impact on our business. Additional changes to the U.S. Export Regulations are expected, but the scope or timing of such changes is unknown. We will continue to monitor such developments, including potential additional trade restrictions, and other regulatory or policy changes by the U.S. and foreign governments.

 

2427


Explanation and Reconciliation of Non-U.S. GAAP Measures

Adjusted EBITDA, Adjusted Operating Income (Loss) and Adjusted Net Income (Loss)

We use the terms Adjusted EBITDA, Adjusted Operating Income (Loss) and Adjusted Net Income (Loss) (including on a per share basis) in 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) early termination and other charges. EBITDA for the periods indicated is defined as net income (loss) before interest income, interest expense, income tax expense (benefit),benefit, 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 a 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 a 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 net income (loss) or any other performance measure derived in accordance with U.SU.S. GAAP, or as an alternative to cash flows from operating activities as a measure of liquidity. A reconciliation of net income (loss)loss to Adjusted EBITDA is as follows:

 

  Three Months
Ended
June 30,
2023
   Six Months
Ended
June 30,
2023
   Three Months
Ended
June 30,
2022
   Six Months
Ended
June 30,
2022
   Three Months
Ended
March 31,
2024
   Three Months
Ended
March 31,
2023
 
                  (Dollars in millions) 
  (Dollars in millions) 

Net income (loss)

  $(3.9  $(25.4  $(3.3  $6.2 

Net Loss

  $(15.4  $(21.5

Interest income

   (2.7   (5.5   (1.1   (1.8   (2.2   (2.8

Interest expense

   0.2    0.5    0.5    0.6    0.2    0.3 

Income tax expense (benefit)

   (3.0   (4.2   (0.9   2.6 

Income tax benefit

   (1.0   (1.2

Depreciation and amortization

   4.1    8.5    3.7    7.6    4.1    4.4 
  

 

   

 

   

 

   

 

 

EBITDA

  $(5.3  $(26.2  $(1.1  $15.2    (14.3   (20.9

Adjustments:

        

Equity-based compensation expense(a)

   2.1    3.2    2.0    3.6    0.9    1.1 

Foreign currency loss (gain), net(b)

   (1.2   2.2    7.0    7.7 

Derivative valuation loss (gain), net(c)

   0.0    0.1    (0.2   (0.1

Early termination and other charges(d)

   0.8    9.3    0.8    0.8 

Foreign currency loss, net(b)

   5.0    3.4 

Derivative valuation loss, net(c)

   (0.0   0.1 

Early termination charges(d)

   —     8.4 
  

 

   

 

   

 

   

 

 

 

   

 

 

Adjusted EBITDA

  $(3.6  $(11.5  $8.5   $27.3   $(8.4  $(7.9
  

 

   

 

   

 

   

 

 

 

   

 

 

 

2528


(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 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)

For the sixthree months ended June 30,March 31, 2023, this adjustment eliminates the termination related charges of $8.4 million in connection with the 2023 Resignation Programvoluntary resignation program (the “Program”) that we offered to certain employees during the first quarter of 2023. For the three and six months ended June 30, 2023, this adjustment eliminates $0.8 million of one-time employee incentives. For the three and six months ended June 30, 2022, this adjustment eliminates $0.8 million of professional service fees and expenses incurred in connection with certain strategic evaluations. As this adjustment meaningfully impacted our operating results and are not expected to represent an ongoing operating expense or income to us, we believe our operating performance results are more usefully compared if this adjustment is 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.

 

2629


We present Adjusted Operating Income (Loss) as supplemental measures of our performance. We prepare Adjusted Operating Income (Loss) 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 (Loss) 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 (loss) from ongoing business operations.

Adjusted Operating Income (Loss) is not a measure defined in accordance with U.S. GAAP and should not be construed as an alternative to operating income (loss) or any other performance measure derived in accordance with U.SU.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 (Loss) differently than we do, limiting its usefulness as a comparative measure. In addition, in evaluating Adjusted Operating Income (Loss), you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. We define Adjusted Operating Income (Loss) for the periods indicated as operating income (loss) adjusted to exclude (i) equity-based compensation expense and (ii) early termination and other charges.

The following table summarizes the adjustments to operating income (loss)loss that we make in order to calculate Adjusted Operating Income (Loss)Loss for the periods indicated:

 

   Three Months
Ended
June 30,
2023
   Six Months
Ended
June 30,
2023
   Three Months
Ended
June 30,
2022
   Six Months
Ended
June 30,
2022
 
                 
   (Dollars in millions) 

Operating income (loss)

  $(10.7  $(32.5  $2.0   $14.9 

Adjustments:

        

Equity-based compensation expense(a)

   2.1    3.2    2.0    3.6 

Early termination and other charges(b)

   0.8    9.3    0.8    0.8 
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Operating Income (Loss)

  $(7.8  $(20.0  $4.8   $19.3 
  

 

 

   

 

 

   

 

 

   

 

 

 
   Three Months
Ended
March 31,
2024
   Three Months
Ended
March 31,
2023
 
   (Dollars in millions) 

Operating loss

  $(13.5  $(21.8

Adjustments:

    

Equity-based compensation expense(a)

   0.9    1.1 

Early termination charges(b)

   —     8.4 
  

 

 

   

 

 

 

Adjusted Operating Loss

  $(12.6  $(12.2
  

 

 

   

 

 

 

 

(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)

For the sixthree months ended June 30,March 31, 2023, this adjustment eliminates the termination related charges of $8.4 million in connection with the 2023 Resignation Program that we offered to certain employees during the first quarter of 2023. For the three and six months ended June 30, 2023, this adjustment eliminates $0.8 million of one-time employee incentives. For the three and six months ended June 30, 2022, this adjustment eliminates $0.8 million of professional service fees and expenses incurred in connection with certain strategic evaluations. As this adjustment meaningfully impacted our operating results and are not expected to represent an ongoing operating expense or income to us, we believe our operating performance results are more usefully compared if this adjustment is excluded.

 

2730


We present Adjusted Net Income (Loss) (including on a per share basis) as a further supplemental measure of our performance. We prepare Adjusted Net Income (Loss) (including on a per share basis) by adjusting net income (loss) to eliminate the impact of a number of non-cash expenses and other items that may be either one time or recurring that we do not consider to be indicative of our core ongoing operating performance. We believe that Adjusted Net Income (Loss) (including on a per share basis) is particularly useful because it reflects the impact of our asset base and capital structure on our operating performance. We present Adjusted Net Income (Loss) (including on a per share basis) for a number of reasons, including:

 

  

we use Adjusted Net Income (Loss) (including on a per share basis) in communications with our Board of Directors concerning our consolidated financial performance without the impact 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 (Loss) (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 (Loss) (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 net income (loss) or any other performance measure derived in accordance with U.SU.S. GAAP, or as an alternative to cash flows from operating activities as a measure of liquidity. We encourage you to evaluate each adjustment and the reasons we consider them appropriate. Other companies in our industry may calculate Adjusted Net Income (Loss) (including on a per share basis) differently than we do, limiting its usefulness as a comparative measure. In addition, in evaluating Adjusted Net Income (Loss) (including on a per share basis), you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. We define Adjusted Net Income (Loss) (including on a per share basis); for the periods indicated as net income (loss), adjusted to exclude (i) equity-based compensation expense, (ii) foreign currency loss, (gain), net, (iii) derivative valuation loss (gain), net, (iv) early termination and other charges and (v) income tax effect on non-GAAP adjustments.

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

 

   Three Months
Ended
June 30,
2023
   Six Months
Ended
June 30,
2023
   Three Months
Ended
June 30,
2022
   Six Months
Ended
June 30,
2022
 
                 
   (Dollars in millions, except per share data) 

Net income (loss)

  $(3.9  $(25.4  $(3.3  $6.2 

Adjustments:

        

Equity-based compensation expense(a)

   2.1    3.2    2.0    3.6 

Foreign currency loss (gain), net(b)

   (1.2   2.2    7.0    7.7 

Derivative valuation loss (gain), net(c)

   0.0    0.1    (0.2   (0.1

Early termination and other charges(d)

   0.8    9.3    0.8    0.8 

Income tax effect on non-GAAP adjustments(e)

   (0.2   (2.2   4.3    5.2 
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Net Income (Loss)

  $(2.5  $(12.8  $10.6   $23.5 
  

 

 

   

 

 

   

 

 

   

 

 

 

Reported earnings (loss) per share – basic

  $(0.09  $(0.60  $(0.07  $0.14 

Reported earnings (loss) per share – diluted

  $(0.09  $(0.60  $(0.07  $0.13 

Weighted average number of shares – basic

   41,741,310    42,561,514    44,897,278    45,248,293 

Weighted average number of shares – diluted

   41,741,310    42,561,514    44,897,278    46,329,559 

Adjusted earnings (loss) per share – basic

  $(0.06  $(0.30  $0.24   $0.52 

Adjusted earnings (loss) per share – diluted

  $(0.06  $(0.30  $0.23   $0.51 

Weighted average number of shares – basic

   41,741,310    42,561,514    44,897,278    45,248,293 

Weighted average number of shares – diluted

   41,741,310    42,561,514    45,937,515    46,329,559 

28


   Three Months
Ended
March 31,
2024
   Three Months
Ended
March 31,
2023
 
   (Dollars in millions, except per
share data)
 

Net Loss

  $(15.4  $(21.5

Adjustments:

    

Equity-based compensation expense(a)

   0.9    1.1 

Foreign currency loss, net(b)

   5.0    3.4 

Derivative valuation loss (gain), net(c)

   (0.0   0.1 

Early termination charges(d)

   —     8.4 

Income tax effect on non-GAAP adjustments(e)

   (1.3   (1.9
  

 

 

   

 

 

 

Adjusted Net Loss

  $(10.9  $(10.4
  

 

 

   

 

 

 

Reported loss per share—basic

  $(0.40  $(0.49

Reported loss per share—diluted

  $(0.40  $(0.49

Weighted average number of shares—basic

   38,544,781    43,390,832 

Weighted average number of shares—diluted

   38,544,781    43,390,832 

Adjusted loss per share—basic

  $(0.28  $(0.24

Adjusted loss per share—diluted

  $(0.28  $(0.24

Weighted average number of shares—basic

   38,544,781    43,390,832 

Weighted average number of shares—diluted

   38,544,781    43,390,832 

 

(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.

31


(b)

This adjustment mainly eliminates the impact of non-cash foreign currency translation associated with intercompany debt obligations 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)

For the sixthree months ended June 30,March 31, 2023, this adjustment eliminates the termination related charges of $8.4 million in connection with the 2023 Resignation Program that we offered to certain employees during the first quarter of 2023. For the three and six months ended June 30, 2023, this adjustment eliminates $0.8 million of one-time employee incentives. For the three and six months ended June 30, 2022, this adjustment eliminates $0.8 million of professional service fees and expenses incurred in connection with certain strategic evaluations. As this adjustment meaningfully impacted our operating results and are not expected to represent an ongoing operating expense or income to us, we believe our operating performance results are more usefully compared if this adjustment is excluded.

(e)

For the three and six months ended June 30,March 31, 2024 and 2023, and 2022, income tax effect on non-GAAP adjustments were calculated by calculating the tax expense (benefit) of each jurisdiction with or without the non-GAAP adjustments. For the three and six months ended June 30, 2023, this adjustment eliminates theMarch 31, 2024, income tax effect on non-GAAP adjustments of negative $0.2 million and negative $2.2 million, respectively, which mainly related to our Korean subsidiary.subsidiaries and the U.S. parent entity were negative $1.1 million and negative $0.3 million, respectively. For the three and six months ended June 30, 2022, this adjustment eliminates theMarch 31, 2023, income tax effect on non-GAAP adjustments of $4.3 million and $5.2 million, respectively, which mainly related to our Korean subsidiary.subsidiary and the U.S. parent entity were negative $1.2 million and negative $0.7 million, respectively.

We believe that all adjustments to net income (loss) used to calculate Adjusted Net Income (Loss) was applied consistently to the periods presented.

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

 

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

 

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

 

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

 

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

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

 

2932


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 mobile 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 factoriesfabrication facility in Korea for fulfillment. We have strategically located our sales offices near concentrations of major customers. Our sales offices are located in Korea, Japan, Taiwan 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 a customer obtains control of the product, which is generally upon product shipment, delivery at the customer’s location or upon customer acceptance, depending on the terms of the arrangement. For the sixthree months ended June 30,March 31, 2024 and 2023, and 2022, we sold products to 138129 and 158120 customers, respectively, and our net sales to our ten largest customers represented 70%74% and 72%71% of our net sales—standard products business, respectively.

We will provideare currently in the process of winding down the Transitional Fab 3 Foundry Services, up to September 1,which represented 7.2% and 9.6% of our total revenues for the three months ended March 31, 2024 and 2023, at an agreed upon cost plus a mark-up.respectively.

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 June 30, 2023, approximately 97%March 31, 2024, 96% 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 3 to 123-12 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 valuesvalue 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.

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

33


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 IC business are material and design-related costs for OLED display driver IC product development involving 28-nanometer or finer processes. The majority of research and development expenses of our power IC 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. The majority of research and development expenses of our power discrete business are certain equipment, material and design-related costs for power discrete products.

30


Impact of Foreign Currency Exchange Rates on Reported Results of Operations. Historically, a portion of our revenues and cost of sales and greater than the majority of our operating expenses 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 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 one of our Korean subsidiary,subsidiaries, Magnachip Semiconductor, Ltd. or MSK, which is denominated in U.S. dollars. As of June 30, 2023,March 31, 2024, the outstanding intercompany loan balance including accrued interest between our Korean subsidiaryMSK and our Dutch subsidiary was $293.1$258.3 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, Magnachip Semiconductor, Ltd., enters into foreign currency 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 zero cost collar contracts must be cash collateralized if our exposure exceeds certain specified thresholds. These zero cost collar contracts may be terminated by a counterparty in a number of circumstances, including 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, Magnachip Semiconductor, Ltd., 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 basis 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 income-or non-income-based tax examinations by tax authorities of the U.S., Korea and multiple other foreign jurisdictions for all open tax years. Significant estimates and judgments are required in determining our worldwide provision for income- or 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.

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.

34


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.

 

3135


Results of Operations – Comparison of Three Months Ended June 30,March 31, 2024 and 2023

In previous reporting periods, we categorized revenues from two business lines in our standard products business: the Display Solutions business line and 2022the Power Solutions business line. As part of the Reorganization, we regrouped our standard products business into the Mixed-Signal Solutions business line, which comprises the display IC and power IC businesses, and the Power Analog Solutions business line, which comprises the power discrete business. Accordingly, effective as of the first quarter of fiscal 2024, we categorize our standard product business revenue by those two regrouped business lines. Certain reclassifications have been made to the prior period revenue presentation to conform to the current period revenue presentation.

The following table sets forth consolidated results of operations for the three months ended June 30, 2023March 31, 2024 and 2022:2023:

 

                                                                                          
  Three Months Ended
June 30, 2023
 Three Months Ended
June 30, 2022
   
  Amount % of
Total Revenues
 Amount % of
Total Revenues
 Change
Amount
   Three Months Ended
March 31, 2024
 Three Months Ended
March 31, 2023
   
              Amount % of
Total Revenues
 Amount % of
Total Revenues
 Change
Amount
 
  (Dollars in millions)   (Dollars in millions) 

Revenues

      

Net sales – standard products business

  $51.4   84.3 $91.3   90.0 $(39.9  $45.5   92.8 $51.5   90.4 $(6.0

Net sales – transitional Fab 3 foundry services

   9.6   15.7   10.1   10.0   (0.5   3.5   7.2   5.5   9.6   (2.0
  

 

   

 

   

 

 

 

   

 

   

 

 

Total revenues

   61.0   100.0   101.4   100.0   (40.4   49.1   100.0   57.0   100.0   (7.9

Cost of sales

      

Cost of sales – standard products business

   37.9   62.1   63.6   62.8   (25.8   35.9   73.1   37.3   65.5   (1.4

Cost of sales – transitional Fab 3 foundry services

   9.6   15.7   8.8   8.7   0.8    4.2   8.6   7.6   13.3   (3.4
  

 

   

 

   

 

 

 

   

 

   

 

 

Total cost of sales

   47.4   77.8   72.4   71.4   (25.0   40.1   81.7   44.9   78.8   (4.8
  

 

   

 

   

 

 

 

   

 

   

 

 

Gross profit

   13.5   22.2   28.9   28.6   (15.4   9.0   18.3   12.1   21.2   (3.1

Selling, general and administrative expenses

   12.1   19.9   12.7   12.6   (0.6   11.3   23.0   12.2   21.3   (0.9

Research and development expenses

   11.3   18.5   13.4   13.2   (2.2   11.2   22.8   13.3   23.3   (2.1

Other charges

   0.8   1.3   0.8   0.8   0.0 

Early termination charges

   —    —    8.4   14.8   (8.4
  

 

   

 

   

 

 

 

   

 

   

 

 

Operating income (loss)

   (10.7  (17.5  2.0   2.0   (12.7

Operating loss

   (13.5  (27.4  (21.8  (38.3  8.4 

Interest income

   2.7   4.4   1.1   1.0   1.6    2.2   4.5   2.8   5.0   (0.6

Interest expense

   (0.2  (0.3  (0.5  (0.5  0.3    (0.2  (0.5  (0.3  (0.4  0.0 

Foreign currency gain (loss), net

   1.2   2.0   (7.0  (6.9  8.2 

Foreign currency loss, net

   (5.0  (10.2  (3.4  (6.0  (1.6

Others, net

   0.0   0.0   0.2   0.2   (0.2   0.0   0.1   (0.0  (0.1  0.1 
  

 

   

 

   

 

 

 

   

 

   

 

 
   3.7   6.1   (6.2  (6.2  10.0  (3.0  (6.1  (0.9  (1.5  (2.1
  

 

   

 

   

 

 

 

   

 

   

 

 

Loss before income tax expense

   (6.9  (11.4  (4.2  (4.2  (2.7

Loss before income tax benefit

   (16.4  (33.5  (22.7  (39.8  6.3 

Income tax benefit

   (3.0  (4.9  (0.9  (0.9  (2.1   (1.0  (2.1  (1.2  (2.2  0.2 
  

 

   

 

   

 

 

 

   

 

   

 

 

Net loss

  $(3.9  (6.5 $(3.3  (3.3 $(0.6  $(15.4  (31.4 $(21.5  (37.7 $6.1 
  

 

   

 

   

 

 

 

   

 

   

 

 

 

                                                                                     
   Three Months Ended
June 30, 2023
  Three Months Ended
June 30, 2022
    
   Amount   % of
Total Revenues
  Amount   % of
Total Revenues
  Change
Amount
 
                   
   (Dollars in millions) 

Revenues

        

Net sales – standard products business

        

Display Solutions

  $9.7    15.8 $28.3    28.0 $(18.7

Power Solutions

   41.7    68.4   63.0    62.0   (21.2
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

Total standard products business

   51.4    84.3   91.3    90.0   (39.9

Net sales – transitional Fab 3 foundry services

   9.6    15.7   10.1    10.0   (0.5
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

Total revenues

  $61.0    100.0 $101.4    100.0 $(40.4
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

                                                                                               
   Three Months Ended
June 30, 2023
  Three Months Ended
June 30, 2022
    
   Amount   % of
Net Sales
  Amount   % of
Net Sales
  Change
Amount
 
                   
   (Dollars in millions) 

Gross Profit

        

Gross profit – standard products business

  $13.5    26.3 $27.7    30.3 $(14.2

Gross profit – transitional Fab 3 foundry services

   0.0    0.3   1.3    12.7   (1.2
  

 

 

    

 

 

    

 

 

 

Total gross profit

  $13.5    22.2 $28.9    28.6 $(15.4
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 
   Three Months Ended
March 31, 2024
  Three Months Ended
March 31, 2023
  

 

 
   Amount   % of
Total Revenues
  Amount   % of
Total Revenues
  Change
Amount
 
   (Dollars in millions) 

Revenues

        

Net sales – standard products business

        

Mixed-Signal Solutions

  $9.0    18.4 $12.8    22.5 $(3.8

Power Analog Solutions

   36.5    74.5   38.7    67.9   (2.2
  

 

 

    

 

 

    

 

 

 

Total standard products business

   45.5    92.8   51.5    90.4   (6.0

Net sales – transitional Fab 3 foundry services

   3.5    7.2   5.5    9.6   (2.0
  

 

 

    

 

 

    

 

 

 

Total cost of sales

  $49.1    100.0 $57.0    100.0 $(7.9
  

 

 

    

 

 

    

 

 

 

 

3236


   Three Months Ended
March 31, 2024
  Three Months Ended
March 31, 2023
    
   Amount  % of
Net
Sales
  Amount  % of
Net
Sales
  Change
Amount
 
   (Dollars in millions) 

Gross Profit

      

Gross profit – standard products business

      

Mixed-Signal Solutions

  $4.0   44.6 $3.9   30.2 $0.2 

Power Analog Solutions

   5.6   15.4   10.3   26.7   (4.7
  

 

 

   

 

 

   

 

 

 

Total standard products business

  $9.7   21.2 $14.2   27.6 $(4.5

Gross profit – transitional Fab 3 foundry services

   (0.7  (19.4  (2.1  (38.4  1.4 
  

 

 

   

 

 

   

 

 

 

Total gross profit

  $9.0   18.3 $12.1   21.2 $(3.1
  

 

 

   

 

 

   

 

 

 

Revenues

Total revenues were $61.0$49.1 million for the three months ended June 30, 2023,March 31, 2024, a $40.4$7.9 million, or 39.8%13.9%, decrease compared to $101.4$57.0 million for the three months ended June 30, 2022.March 31, 2023. 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 $51.4$45.5 million for the three months ended June 30, 2023,March 31, 2024, a $39.9$6.0 million, or 43.7%11.6%, decrease compared to $91.3$51.5 million for the three months ended June 30, 2022.March 31, 2023.

Net sales from our Mixed-Signal Solutions business line decreased from $12.8 million for the three months ended March 31, 2023 to $9.0 million for the three months ended March 31, 2024. The decrease in net sales from our DisplayMixed-Signal Solutions business line was primarily attributable to a decrease in revenue from our mobile OLED display driver ICs stemmingstemmed from aslower than expected new design-wins and lower customer demand resulting fromfor legacy products, and weak global macroeconomic conditions, lingering weaknessdemand for our auto-LCD display driver ICs also had an unfavorable impact on net sales. This decrease was offset in Chinese smartphone orders and a lack of new design-wins causedpart by a supply shortage in 2022 (in particularhigher demand for 28nm 12 inch OLED wafers) at external 12 inch foundries.our Power IC products, primarily for televisions.

Net sales from our Power Analog Solutions business line decreased from $38.7 million for the three months ended March 31, 2023 to $36.5 million for the three months ended March 31, 2024. The decrease in net sales from our Power Analog Solutions business line was attributable to lower demand for power products such as MOSFETs, including high-end MOSFETs primarilyand IGBTs in the industrial segment, especially solar inverter and LED lighting. This decrease was offset in part by a higher demand for TVs, smartphones and e-bikes, due mainly topower products such as MOSFETs in the industry-wide slowdown.communication segment.

The transitional Fab 3 foundry services. Net sales from the transitional Fab 3 foundry services were $9.6$3.5 million and $10.1$5.5 million for the three months ended June 30,March 31, 2024 and 2023, and 2022, respectively.

Gross Profit

Total gross profit was $13.5$9.0 million for the three months ended June 30, 2023March 31, 2024 compared to $28.9$12.1 million for the three months ended June 30, 2022,March 31, 2023, a $15.4$3.1 million, or 53.2%25.8%, decrease. Gross profit as a percentage of net sales for the three months ended June 30, 2023March 31, 2024 decreased to 22.2%18.3% compared to 28.6%21.2% for the three months ended June 30, 2022.March 31, 2023. The decrease in gross profit and gross profit as a percentage of net sales was primarily due to our standard products business as further described below.

The standard products business. Gross profit from our standard products business was $13.5$9.7 million for the three months ended June 30, 2023,March 31, 2024, which represented a $14.2$4.5 million, or 51.2%32.0%, decrease from gross profit of $27.7$14.2 million for the three months ended June 30, 2022. The decrease in gross profit was primarily attributable to a significant decrease in net sales from our standard product business as explained above.March 31, 2023. Gross profit as a percentage of net sales for the three months ended June 30, 2023March 31, 2024 decreased to 26.3%21.2% compared to 30.3%27.6% for the three months ended June 30, 2022.March 31, 2023.

Gross profit from our Mixed-Signal Solutions business line was $4.0 million for the three months ended March 31, 2024, which represented a $0.2 million, or 3.9%, increase from gross profit of $3.9 million for the three months ended March 31, 2023. Gross profit as a percentage of net sales for the three months ended March 31, 2024 increased to 44.6% compared to 30.2% for the three months ended March 31, 2023. The year-over-year increase in gross profit as a percentage of net sales was primarily attributable to a reversal of certain inventory charge as such reserved inventory was subsequently sold to certain other customers.

37


Gross profit from our Power Analog Solutions business line was $5.6 million for the three months ended March 31, 2024, which represented a $4.7 million, or 45.5%, decrease from gross profit of $10.3 million for the three months ended March 31, 2023. Gross profit as a percentage of net sales for the three months ended March 31, 2024 decreased to 15.4% compared to 26.7% for the three months ended March 31, 2023. The year-over-year decrease in gross profit as a percentage of net sales was primarily attributable to an unfavorable product mix as well as higher manufacturing input costs such as electricity and wages, and a significant drop in thelower utilization rate of our internal fabrication facility in Gumi.Gumi and an unfavorable product mix.

 

3338


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 June 30, 2023March 31, 2024 and 2022:2023:

 

  Three Months Ended
June 30, 2023
 Three Months Ended
June 30, 2022
   
  Amount   % of
Net Sales –
standard
products
business
 Amount   % of
Net Sales –
standard
products
business
 Change
Amount
   Three Months Ended
March 31, 2024
 Three Months Ended
March 31, 2023
   
                  Amount   % of
Net Sales –
standard
products
business
 Amount   % of
Net Sales –
standard
products
business
 Change
Amount
 
  (Dollars in millions)   (Dollars in millions) 

Korea

  $14.4    28.0 $31.2    34.1 $(16.8  $18.1    39.8 $16.5    32.0 $1.6 

Asia Pacific (other than Korea)

   35.0    68.2   56.1    61.4   (21.0   25.7    56.4   31.9    62.0   (6.2

United States

   0.2    0.5   2.5    2.7   (2.3   0.3    0.7   1.0    2.0   (0.7

Europe

   1.7    3.3   1.6    1.7   0.2    1.4    3.1   2.1    4.0   (0.7
  

 

   

 

  

 

   

 

  

 

 

 

   

 

  

 

   

 

  

 

 
  $51.4    100.0 $91.3    100.0 $(39.9$45.5    100.0 $51.5    100.0 $(6.0
  

 

   

 

  

 

   

 

  

 

 

 

   

 

  

 

   

 

  

 

 

Net sales – standard products business in Korea increased from $16.5 million for the three months ended June 30,March 31, 2023 decreased from $31.2to $18.1 million to $14.4 million compared tofor the three months ended June 30, 2022,March 31, 2024, or by $16.8$1.6 million, or 53.8%10.0%, primarily due to lowera higher demand for power products such as MOSFETs, includingprimarily for smartphone applications, which was offset in part by a lower demand for high-end MOSFETs, primarilyMOSFETS, primary for TVs and smartphone applications. Weaktelevisions. A higher demand for our mobile OLED display driver ICs and our OLED TV display driver ICsPower IC products, primarily for televisions, also unfavorably affected this quarter.had a favorable impact on net sales.

Net sales – standard products business in Asia Pacific (other than Korea) for the three months ended June 30, 2023 decreased to $35.0 million from $56.1$31.9 million in the three months ended June 30, 2022,March 31, 2023 to $25.7 million for the three months ended March 31, 2024, or by $21.0$6.2 million, or 37.5%19.5%, primarily due to a decrease in revenue from our mobile OLED display driver ICs stemmingstemmed from aslower than expected new design-wins and lower customer demand resulting from weak global macroeconomic conditions, lingering weakness in Chinese smartphone orders and a lack of new design-wins caused by a supply shortage in 2022 (in particular for 28nm 12 inch OLED wafers) at external 12 inch foundries.legacy products. The decreased demand for our power products such as MOSFETs, primarily for e-bikes, and IGBTs mainly for solar inverters in the industrial segment also unfavorably affected this quarter.had an unfavorable impact on net sales.

Operating Expenses

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $12.1$11.3 million, or 19.9%23.0% of total revenues, for the three months ended June 30, 2023,March 31, 2024, compared to $12.7$12.2 million, or 12.6%21.3% of total revenues, for the three months ended June 30, 2022.March 31, 2023. The decrease of $0.6$0.9 million, or 4.7%7.4%, was primarily attributable to a decrease in employee compensation including certain incentives a decrease in certain sales and marketing expense, and a decrease in running royalties recognized based on the revenue of certain mobile OLED display driver ICs, which were offset in part by an increase in professional fees mainly comprised of legal and consulting fees.benefit related accruals.

Research and Development Expenses. Research and development expenses were $11.3$11.2 million, or 18.5%22.8% of total revenues, for the three months ended June 30, 2023,March 31, 2024, compared to $13.4$13.3 million, or 13.2%23.3% of total revenues, for the three months ended June 30, 2022.March 31, 2023. The decrease of $2.2$2.1 million, or 16.1%, was primarily attributable to a decrease in development activitiesmaterial costs for our 28-nanometer OLED display driver ICs and a decrease in employee compensation including certain incentives.based on the timing of development activities.

OtherEarly Termination Charges. For the three months ended June 30,March 31, 2023, we recorded $0.8in our consolidated statement of operations $8.4 million of one-time employee incentives. For the three months ended June 30, 2022, we recorded $0.8 million of professional service fees and expenses incurredtermination related charges in connection with the Program that we offered to certain strategic evaluations.employees during the first quarter of 2023.

Operating Income (Loss)Loss

As a result of the foregoing, operating loss of $10.7$13.5 million was recorded for the three months ended June 30, 2023March 31, 2024 compared to operating income of $2.0$21.8 million for the three months ended June 30, 2022.March 31, 2023. As discussed above, the decrease in operating incomeloss of $12.7$8.4 million resulted primarily from a $15.4an $8.4 million decrease in gross profit, which was offset in part byearly termination charges, a $2.2$2.1 million decrease in research and development expenses and a $0.6$0.9 million decrease in selling, general and administrative expenses. This decrease in operating loss was offset in part by a $3.1 million decrease in gross profit.

 

3439


Other Income (Expense)

Interest Income. Interest income was $2.7$2.2 million and $1.1$2.8 million for the three months ended June 30,March 31, 2024 and March 31, 2023, and June 30, 2022, respectively. The increase of $1.6 million, or 153.7%, was primarily attributable to an increase in interest income on cash and cash equivalents held by our Korean subsidiary, which benefited from increased market interest rates.

Interest Expense. Interest expense was $0.2 million and $0.5$0.3 million for the three months ended June 30,March 31, 2024 and March 31, 2023, and June 30, 2022, respectively.

Foreign Currency Gain (Loss),Loss, Net. Net foreign currency gainloss for the three months ended June 30, 2023March 31, 2024 was $1.2$5.0 million compared to net foreign currency loss of $7.0$3.4 million for the three months ended June 30, 2022.March 31, 2023. The net foreign currency loss for the three months ended March 31, 2024 and March 31, 2023 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 one of our Korean subsidiary,subsidiaries, 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 June 30,March 31, 2024 and March 31, 2023, and June 30, 2022, the outstanding intercompany loan balances, including accrued interest between our Korean subsidiary, Magnachip Semiconductor, Ltd., and our Dutch subsidiary, were $293.1$258.3 million and $352.6$301.9 million, respectively. Foreign currency translation gain or loss from intercompany balances were included in determining our consolidated net income (loss) 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.

Income Tax Benefit

Income tax benefit was $3.0$1.0 million for the three months ended June 30,March 31, 2024, which was primarily attributable to the estimated taxable loss in one of our Korean subsidiaries for the respective period.

Income tax benefit was $1.2 million for the three months ended March 31, 2023, which was primarily attributable to the estimated taxable loss in our Korean subsidiarythen primary operating entity in Korea for the respective period.

Income tax benefit was $0.9 million for the three months ended June 30, 2022, which was primarily attributable to a decrease in our Korean subsidiary’s pre-tax income for the respective period due to the foreign currency translation in connection with intercompany loans.

Net Loss

As a result of the foregoing, a net loss of $3.9$15.4 million was recorded for the three months ended June 30, 2023March 31, 2024 compared to a net loss of $3.3$21.5 million for the three months ended June 30, 2022.March 31, 2023. As discussed above, the $0.6$6.1 million increaseimprovement in net loss was primarily attributable to a $12.7an $8.4 million decrease in operating income, which was offset in part by an $8.2 million improvement in net foreign currency loss, a $2.1 million increase in income tax benefit and a $1.6 million increase in interest income.

35


Results of Operations – Comparison of Six Months Ended June 30, 2023 and 2022

The following table sets forth consolidated results of operations for the six months ended June 30, 2023 and 2022:

                                                            
   Six Months Ended
June 30, 2023
  Six Months Ended
June 30, 2022
    
   Amount  % of
Total Revenues
  Amount  % of
Total Revenues
  Change
Amount
 
                 
   (Dollars in millions) 

Revenues

      

Net sales – standard products business

  $102.9   87.2 $185.3   90.2 $(82.4

Net sales – transitional Fab 3 foundry services

   15.1   12.8   20.2   9.8   (5.1
  

 

 

   

 

 

   

 

 

 

Total revenues

   118.0   100.0   205.5   100.0   (87.5

Cost of sales

      

Cost of sales – standard products business

   75.2   63.7   119.7   58.3   (44.5

Cost of sales – transitional Fab 3 foundry services

   17.2   14.6   17.8   8.7   (0.7
  

 

 

   

 

 

   

 

 

 

Total cost of sales

   92.4   78.3   137.5   66.9   (45.2
  

 

 

   

 

 

   

 

 

 

Gross profit

   25.6   21.7   67.9   33.1   (42.3

Selling, general and administrative expenses

   24.3   20.6   26.9   13.1   (2.6

Research and development expenses

   24.6   20.8   25.4   12.3   (0.8

Early termination and other charges

   9.3   7.8   0.8   0.4   8.5 
  

 

 

   

 

 

   

 

 

 

Operating income (loss)

   (32.5  (27.5  14.9   7.2   (47.4

Interest income

   5.5   4.7   1.8   0.9   3.8 

Interest expense

   (0.5  (0.4  (0.6  (0.3  0.2 

Foreign currency loss, net

   (2.2  (1.9  (7.7  (3.7  5.5 

Others, net

   (0.0  (0.0  0.4   0.2   (0.5
  

 

 

   

 

 

   

 

 

 
   2.9   (2.4  (6.1  (3.0  9.0 
  

 

 

   

 

 

   

 

 

 

Income (loss) before income tax expense

   (29.6  (25.1  8.8   4.3   (38.4

Income tax expense (benefit)

   (4.2  (3.6  2.6   1.3   (6.8
  

 

 

   

 

 

   

 

 

 

Net income (loss)

  $(25.4  (21.5 $6.2   3.0  $(31.6
  

 

 

   

 

 

   

 

 

 

                                                                 
   Six Months Ended
June 30, 2023
  Six Months Ended
June 30, 2022
    
   Amount   % of
Total Revenues
  Amount   % of
Total Revenues
  Change
Amount
 
                   
   (Dollars in millions) 

Revenues

        

Net sales – standard products business

        

Display Solutions

  $20.5    17.4 $57.5    28.0 $(37.0

Power Solutions

   82.4    69.8   127.8    62.2   (45.4
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

Total standard products business

   102.9    87.2   185.3    90.2   (82.4

Net sales – transitional Fab 3 foundry services

   15.1    12.8   20.2    9.8   (5.1
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

Total revenues

  $118.0    100.0 $205.5    100.0 $(87.5
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

                                                                                     
   Six Months Ended
June 30, 2023
  Six Months Ended
June 30, 2022
    
   Amount  % of
Net Sales
  Amount   % of
Net Sales
  Change
Amount
 
                  
   (Dollars in millions) 

Gross Profit

       

Gross profit – standard products business

  $27.7   26.9 $65.6    35.4 $(37.9

Gross profit – transitional Fab 3 foundry services

   (2.1  (13.8  2.3    11.6   (4.4
  

 

 

   

 

 

    

 

 

 

Total gross profit

  $25.6   21.7 $67.9    33.1 $(42.3
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

36


Revenues

Total revenues were $118.0 million for the six months ended June 30, 2023, an $87.5 million, or 42.6%, decrease compared to $205.5 million for the six months ended June 30, 2022. 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 $102.9 million for the six months ended June 30, 2023, an $82.4 million, or 44.5%, decrease compared to $185.3 million for the six months ended June 30, 2022. The 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 lower customer demand resulting from weak global macroeconomic conditions, lingering weakness in Chinese smartphone orders and a lack of new design-wins caused by a supply shortage in 2022 (in particular for 28nm 12 inch OLED wafers) at external 12 inch foundries. The decrease in net sales from our Power Solutions business line was attributable to lower demand for power products such as MOSFETs, including high-end MOSFETs, primarily for TVs, smartphones and e-bikes, due mainly to the industry-wide slowdown.

The transitional Fab 3 foundry services. Net sales from the transitional Fab 3 foundry services were $15.1 million and $20.2 million for the six months ended June 30, 2023 and 2022, respectively.

Gross Profit

Total gross profit was $25.6 million for the six months ended June 30, 2023 compared to $67.9 million for the six months ended June 30, 2022, a $42.3 million, or 62.3%, decrease. Gross profit as a percentage of net sales for the six months ended June 30, 2023 decreased to 21.7% compared to 33.1% for the six months ended June 30, 2022. The decrease in gross profit and gross profit as a percentage of net sales was primarily due to our standard products business as further described below.

The standard products business. Gross profit from our standard products business was $27.7 million for the six months ended June 30, 2023, which represented a $37.9 million, or 57.8%, decrease from gross profit of $65.6 million for the six months ended June 30, 2022. The decrease in gross profit was primarily attributable to a significant decrease in net sales from our standard product business as explained above. Gross profit as a percentage of net sales for the six months ended June 30, 2023 decreased to 26.9% compared to 35.4% for the six months ended June 30, 2022. The year-over-year decrease in gross profit as a percentage of net sales was primarily attributable to an unfavorable product mix as well as higher manufacturing input costs such as electricity and wages, and a significant drop in the utilization rate of our internal fabrication facility in Gumi.

37


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 six months ended June 30, 2023 and 2022:

   Six Months Ended
June 30, 2023
  Six Months Ended
June 30, 2022
    
   Amount   % of
Net Sales –
standard
products
business
  Amount   % of
Net Sales –
standard
products
business
  Change
Amount
 
                   
   (Dollars in millions) 

Korea

  $30.9    30.0 $62.2    33.6 $(31.3

Asia Pacific (other than Korea)

   66.9    65.0   114.3    61.7   (47.4

United States

   1.3    1.2   5.4    2.9   (4.1

Europe

   3.8    3.7   3.4    1.8   0.4 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 
  $102.9    100.0 $185.3    100.0 $(82.4
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

Net sales – standard products business in Korea for the six months ended June 30, 2023 decreased from $62.2 million to $30.9 million compared to the six months ended June 30, 2022, or by $31.3 million, or 50.3%, primarily due to lower demand for power products such as MOSFETs, including high-end MOSFETs, primarily for TVs and smartphone applications. Weak demand for our OLED TV display driver ICs also unfavorably affected in the first half of 2023.

Net sales – standard products business in Asia Pacific (other than Korea) for the six months ended June 30, 2023 decreased to $66.9 million from $114.3 million in the six months ended June 30, 2022, or by $47.4 million, or 41.5%, primarily due to a decrease in revenue from our mobile OLED display driver ICs stemming from a lower customer demand resulting from weak global macroeconomic conditions, lingering weakness in Chinese smartphone orders and a lack of new design-wins caused by a supply shortage in 2022 (in particular for 28nm 12 inch OLED wafers) at external 12 inch foundries. The decreased demand for our power products such as MOSFETs, primarily for e-bikes, and IGBTs mainly for solar inverters also unfavorably affected in the first half of 2023.

Operating Expenses

Selling,GeneralandAdministrativeExpenses. Selling, general and administrative expenses were $24.3 million, or 20.6% of total revenues, for the six months ended June 30, 2023, compared to $26.9 million, or 13.1% of total revenues, for the six months ended June 30, 2022. The decrease of $2.6 million, or 9.7%, was primarily attributable to a decrease in employee compensation including certain incentives and benefit related accruals, a decrease in certain sales and marketing expenses, and a decrease in running royalties recognized based on the revenue of certain mobile OLED display driver ICs, which were offset in part by an increase in professional fees mainly comprised of legal and consulting fees.

ResearchandDevelopmentExpenses. Research and development expenses were $24.6 million, or 20.8% of total revenues, for the six months ended June 30, 2023, compared to $25.4 million, or 12.3% of total revenues, for the six months ended June 30, 2022. The decrease of $0.8 million, or 3.2%, was primarily attributable to a decrease in employee compensation including certain incentives.

Early Termination and Other Charges. For the six months ended June 30, 2023, we recorded $8.4 million of termination related charges in connection with the 2023 Resignation Program that we offered to certain employees during the first quarter of 2023. During the same period, we also recorded $0.8 million of one-time employee incentives. For the six months ended June 30, 2022, we recorded $0.8 million of professional service fees and expenses incurred in connection with certain strategic evaluations.

Operating Income (Loss)

As a result of the foregoing, operating loss of $32.5 million was recorded for the six months ended June 30, 2023 compared to operating income of $14.9 million for the six months ended June 30, 2022. As discussed above, the decrease in operating income of $47.4 million resulted primarily from a $42.3 million decrease in gross profit and an $8.5 million increase in early termination and other charges, which were offset in part by a $2.6 million decrease in selling, general and administrative expenses and a $0.8 million decrease in research and development expenses.

38


Other Income (Expense)

InterestIncome. Interest income was $5.5 million and $1.8 million for the six months ended June 30, 2023 and June 30, 2022, respectively. The increase of $3.8 million, or 211.6%, was primarily attributable to an increase in interest income on cash and cash equivalents held by our Korean subsidiary, which benefited from increased market interest rates.

InterestExpense. Interest expense was $0.5 million and $0.6 million for the six months ended June 30, 2023 and June 30, 2022, respectively.

ForeignCurrencyLoss,Net. Net foreign currency loss for the six months ended June 30, 2023 was $2.2 million compared to net foreign currency loss of $7.7 million for the six months ended June 30, 2022. The net foreign currency loss for the six months ended June 30, 2023 and June 30, 2022 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 June 30, 2023 and June 30, 2022, the outstanding intercompany loan balances, including accrued interest between our Korean subsidiary and our Dutch subsidiary, were $293.1 million and $352.6 million, respectively. Foreign currency translation gain or loss from intercompany balances were included in determining our consolidated net income (loss) 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.

Income Tax Expense (Benefit)

Income tax benefit was $4.2 million for the six months ended June 30, 2023, which was primarily attributable to the estimated taxable loss in our Korean subsidiary for the respective period.

Income tax expense was $2.6 million for the six months ended June 30, 2022, which was primarily attributable to interest on intercompany loan balances and income tax in our Korean subsidiary and the U.S. parent entity based on the estimated taxable income for the respective period.

Net Income (Loss)

As a result of the foregoing, a net loss of $25.4 million was recorded for the six months ended June 30, 2023 compared to a net income of $6.2 million for the six months ended June 30, 2022. As discussed above, the $31.6 million decrease in net income was primarily attributable to a $47.4 million decrease in operating income, which was offset in part by a $6.8$1.6 million increase in income tax benefit, a $5.5 million improvement in net foreign currency loss and a $3.8$0.6 million increasedecrease in interest income.

 

3940


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 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. In addition, from time to time, we may make payments to our vendors on extended terms with their consent. As of June 30, 2023,March 31, 2024, we did not have any accounts payable on extended terms or payment deferment with our vendors.

As of June 29, 2018, our Korean subsidiary, Magnachip Semiconductor, Ltd., entered into an arrangement whereby it (i) acquired a water treatment facility from SK hynix for $4.2 million to support our fabrication facility in Gumi, Korea, and (ii) subsequently sold the water treatment facility for $4.2 million to a third party management company that we engaged to run the facility for a 10-year term beginning July 1, 2018. As of June 30, 2023,March 31, 2024, the outstanding obligation of this arrangement is approximately $22.4$18.5 million for remaining service term through 2028.

On March 26, 2024, our Korean subsidiary, Magnachip Semiconductor, Ltd., executed a Standard Credit Agreement (together with its General Terms and Conditions, the “Loan Agreement”) with Korea Development Bank (“KDB”). The Loan Agreement provides for a working capital term loan (the “Term Loan”) of KRW 40,000,000,000 (approximately $29.7 million based on the KRW/USD exchange rate of 1,346.8:1 as of March 31, 2024 as quoted by KEB Hana Bank). The Term Loan requires monthly interest-only payments and matures on March 26, 2027, at which time the full principal balance will be due and payable.

As of June 30, 2023,March 31, 2024, cash and cash equivalents held by our Korean subsidiarysubsidiaries were $166.3$154.5 million, which represents 96%90% of our total cash and cash equivalents on a consolidated basis. 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 12 months and the foreseeable future.

Working Capital

Our working capital balance as of June 30, 2023March 31, 2024 was $228.9$213.3 million compared to $290.6$198.5 million as of December 31, 2022.2023. The $61.7 million decreaseincrease in working capital balance was primarilymainly attributable to a $52.5$13.5 million decreaseincrease in cash and cash equivalents resulted primarilymainly from our$29.7 million of Term Loan with KDB, which was funded in full to MSK on March 26, 2024. This increase in cash and cash equivalents was offset in part by a $4.1 million of continued execution of expanded stock repurchase program, and the 2023 Resignation Program that we offered and paid to certain employees during the first half of 2023.program.

Cash Flows from Operating Activities

Cash outflow used in operating activities totaled $1.9$4.0 million for the sixthree months ended June 30, 2023,March 31, 2024, compared to $25.0$7.9 million of cash inflow provided by operating activities for the sixthree months ended June 30, 2022.March 31, 2023. The net operating cash outflow for the sixthree months ended June 30, 2023March 31, 2024 reflects our net loss of $25.4$15.4 million, as adjusted favorably by $26.5$17.3 million, which mainly consisted of depreciation and amortization, provision for severance benefits, andprovision for inventory reserves, net foreign currency loss and stock-based compensation, and net unfavorable impact of $3.0$5.8 million from changes of operating assets and liabilities.

Cash Flows from Investing Activities

Cash outflow used in investing activities totaled $6.4$1.5 million for the sixthree months ended June 30, 2023,March 31, 2024, compared to $6.7$3.6 million of cash outflow used in investing activities for the sixthree months ended June 30, 2022.March 31, 2023. The $0.3$2.1 million decrease was primarily attributable to a $4.8$2.7 million net decrease in hedge collateral,guarantee deposits, which was offset in part by a $4.4$0.5 million net increase in guarantee deposits.purchase of property, plant and equipment.

Cash Flows from Financing Activities

Cash outflow used ininflow provided by financing activities totaled $37.1$25.2 million for the sixthree months ended June 30, 2023,March 31, 2024, compared to $0.3$12.4 million of cash outflow used in financing activities for the sixthree months ended June 30, 2022.March 31, 2023. The financing cash outflowinflow for the sixthree months ended June 30, 2023March 31, 2024 was primarily attributable to the $30.1 million of proceeds received from the new Term Loan with KDB, which was offset in part by a payment of $36.4$4.1 million for the repurchases of our common stock pursuant to our expandedstock repurchase program and a payment of $0.5 million for the repurchase of our common stock to satisfy tax withholding obligations in

41


connection with the vesting of restricted stock units. The financing cash outflow for the three months ended March 31, 2023 was primarily attributable to a payment of $11.9 million for the repurchases of our common stock pursuant to our stock repurchase program and a payment of $0.4 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, 2022 was primarily attributable to a payment of $1.8 million for the repurchase of our common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock units, which was offset entirely by $1.8 million of proceeds received from the issuance of common stock in connection with the exercise of stock options.

Capital Expenditures

We routinely make capital expenditures for fabrication facility maintenance, enhancement of our existing facility and reinforcement of our global research and development capability. For the sixthree months ended June 30, 2023,March 31, 2024, capital expenditures for property, plant and equipment were $1.5$0.7 million, which remained flat, compared to $1.5a $0.5 million, or 394.8%, increase from $0.1 million for the sixthree months ended June 30, 2022.March 31, 2023. The capital expenditures for the sixthree months ended June 30,March 31, 2024 and 2023 and 2022 were related to meeting our customer demand and supporting technology and facility improvement at our fabrication facility.

 

4042


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, 2022,2023, or our 20222023 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 judgement appears in our 20222023 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 our 20222023 Form 10-K.

 

4143


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 June 30, 2023March 31, 2024 for our Korean subsidiary,subsidiaries, a 10% devaluation of the Korean won against the U.S. dollar would have resulted in a decrease of $0.4$3.5 million in our U.S. dollar financial instruments and cash balances.

See “Note 6. 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

42As of March 31, 2024, $29.7 million aggregate principal amount of our Term Loan was outstanding. The Term Loan bears interest at a variable rate equal to the 3-month CD rate quoted by KDB, plus 1.21%, which rate is adjusted quarterly until the Term Loan mature on March 26, 2027. We have interest rate exposure with respect to the $29.7 million of our variable interest rate debt outstanding under our Term Loan as of March 31, 2024. A 50 basis point increase in interest rates would increase our expected annual interest expense for the next 12 months by approximately $0.2 million.

44


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 June 30, 2023,March 31, 2024, 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 June 30, 2023.March 31, 2024.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2023March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

4345


PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

For a discussion of legal proceedings, see “Part I: Item 3. Legal Proceedings” of our 20222023 Form 10-K.

See also “Item 1A. Risk Factors” in this Report and “Part I: Item 1A. Risk Factors” of our 20222023 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.

In addition to the other information contained in this Report and the other reports and materials the Company files with the SEC, investors should carefully consider the risk factors disclosed in Part I, Item 1A of our 20222023 Form 10-K as well as in our subsequent filings with the SEC. The risks described herein and therein are not the only ones we face.

Except as set forth below, there have been no material changes to the risk factors disclosed in Part I, Item 1A of our 2023 Expanded trade restrictions imposed by Korea may further restrictForm 10-K.

Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to sellsatisfy our obligations under our debt instruments when they come due.

As of March 31, 2024, we had approximately $29.7 million aggregate principal amount of indebtedness under the working capital Term Loan borrowed under the Loan Agreement, which is secured by a pledge of our Fab 3 properties. We may also incur additional indebtedness to certain customers or engage in potential strategic opportunities.

Korea has been expanding its trade restrictions on the export (including various means of outflow, such as sale, transfer or certain licensing outside Korea) of technologies in order to supportmeet future financing needs. Our indebtedness could have significant negative consequences for our security holders and foster technologies important to Korea’s economy and national security, which may prevent us from achieving our business, objectivesresults of operations and financial condition by, among other things:

increasing our vulnerability to adverse economic and industry conditions;

limiting our ability to obtain additional financing on acceptable terms or may adversely affectat all;

requiring the dedication of a substantial portion of our business.

On July 14, 2021,cash flow from operations to service our indebtedness, which will reduce the OLED Display Driver IC (“OLED DDI”) design technologyamount of cash available for display panels was designated as a “national core technology” (“NCT”) under the Act on Prevention of Leakage and Protection of Industrial Technology of Korea (the “ITA”). Since then, the Act on Special Measuresother purposes;

limiting our flexibility to plan for, Strengthening and Protecting the Competitiveness of the National High-Tech Strategic Industry (the “Special Act”) was enacted and became effective on August 4, 2022, and more recently, on June 2, 2023, the Korean Ministry of Trade, Industry and Energy (the “MOTIE”) designated 17 technologies, including the OLED DDI design technology for display panels, as National High-Tech Strategic Technology (“NHST”) under the Special Act.

In the ordinary course of business,or react to, changes in our Korean subsidiary may provide certain information relating to its products, including the OLED DDI, to customers, suppliers and vendors, and such disclosure of information may be subject to both the NCT and NHST trade restrictions. Since the addition of the OLED DDI design technologybusiness;

exposing us to the NCT list in July 2021,risk of increased interest rates, as our Term Loan borrowing is at a variable rate of interest; and

placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.

Our business may not generate sufficient funds, and we have filed prior-reports with the MOTIE for the export ofmay otherwise be unable to maintain sufficient cash reserves, to pay amounts due under our OLED DDI product-related information to certain overseas vendors that manufactureindebtedness and our products, and all such reports have thus far been accepted by the MOTIE. There is no assurance, however, that prior-reports for the export of our product-related information will be continue to be accepted by the MOTIEcash needs may increase in the future. In the event that any such prior-report is not accepted,If we may beare unable to continuepay our business with the overseas customers, suppliers or vendors,indebtedness when due, including the manufacturingTerm Loan, the lenders may declare default and deliveryinvoke remedies that could include the foreclosure on pledged collateral to satisfy such indebtedness, which would have a material adverse effect on our financial condition and results of our OLED DDI products.

In addition, our Korean subsidiary is required to obtain approval from the MOTIE in the event that there is any M&A transaction with respect to our Korean subsidiary that results in non-Korean ownership of 50% or more, or the exertion of control over the appointment of officers by a non-Korean person or entity as the largest shareholder. There is no assurance that the MOTIE will approve if such transaction is pursued in the future.operations.

 

4446


Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

The following table shows the monthly activity related to our repurchases of common stock for the quarter ended June 30, 2023.

Period

  Total Number
of Shares
Purchased(1)
   Average
Price Paid
per Share
   Total Number
of Shares
Purchased as Part
of Publicly
Announced Plans
or Programs(2)
   Approximate dollar
value of Shares that
may yet be
Purchased under the
Plans or Programs
(in thousands)(2)
 

April 2023

   325,501   $9.15    325,501   $22,622 

May 2023

   706,634   $9.58    706,634   $15,849 

June 2023(1)

   1,435,882   $11.00    1,434,836    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   2,468,017   $10.35    2,466,971    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

March 31, 2024.
Period
  
Total Number
of Shares
Purchased
   
Average
Price Paid
per Share
   
Total Number
of Shares
Purchased as Part
of Publicly
Announced Plans
or Programs(1)
   
Approximate dollar
value of Shares that
may yet be
Purchased under the
Plans or Programs
(in thousands)(1)
 
January 2024
   101,282   $6.69    101,282   $35,760 
February 2024
   524,997   $6.55    524,997   $32,323 
March 2024
   —     —     —    $32,323 
  
 
 
   
 
 
   
 
 
   
 
 
 
Total
   626,279   $6.57    626,279   $32,323 
  
 
 
   
 
 
   
 
 
   
 
 
 
(1)

Includes 1,046 shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units issued under our equity incentive plans.

(2)

On August 31, 2022,July 19, 2023, the Company’s Board of Directors authorized an expansion of the Company’s previously announceda new $50 million stock repurchase program from $75 million to $87.5 million of the Company’s common stock. The Company has already repurchased shares worth $37.5 million under the program through an accelerated stock repurchase agreement on December 21, 2021 with JPMorgan Chase Bank, National Association. The remaining $50.0 million of the expanded $87.5 million program was expected tobuyback program. Purchases have been and will be repurchasedmade in the open market or through privately negotiated transactions.transactions, depending upon market conditions and other factors. In June 2023,connection with the repurchase program, the Company completed the repurchase of its commonestablished a stock trading plan with Needham & Company, LLC in accordance with Rule
10b5-1
under the prior expanded stock repurchase program using remaining $50 million through open market purchases.

Exchange Act.

Item 3.

Defaults Upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

Securities Trading Plans of Directors and Executive Officers

During our last fiscal quarter, no director or officer, as defined in Rule
16a-1(f),
adopted or terminated a “Rule
10b5-1
trading arrangement”
arrangement
or
a
“non-Rule
10b5-1
trading arrangement,” each as defined in Regulation
S-K
Item 408.

45

408
.

47

Item 6.

Exhibits.

Exhibit

Number

  

Description

10.1  Separation Agreement, dated as of April 11, 2023,March 22, 2024, by and among Magnachip Semiconductor Corporation, Jackson Square Advisors LLC, GT Investments II CorpMagnachip Semiconductor, Ltd. and Gilbert NathanChan Ho Park (incorporated by reference to Exhibit 10.1 to our Current Report on formForm 8-K filed on April 13, 2023).March 26, 2024)
10.2
#
Standard Credit Agreement, dated as of March 26, 2024, by and between Magnachip Semiconductor, Ltd. and Korea Development Bank. (English Translation)
10.3
#
Kun-Pledge (Mortgage) Agreement, dated as of March 26, 2024, by and between Magnachip Semiconductor, Ltd. and Korea Development Bank. (English Translation)
31.1
#
  Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of the ChiefPrincipal Executive Officer.
31.2
#
  Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of the ChiefPrincipal 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 ChiefPrincipal 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 ChiefPrincipal 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  Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Footnotes:

# 

Filed herewith

Furnished herewith

46

48

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: May 10, 2024 

MAGNACHIP SEMICONDUCTOR CORPORATION

(Registrant)

Dated: August 8, 2023 By: 

/s/ Young-Joon Kim

   Young-Joon Kim
   

Chief Executive Officer

(Principal Executive Officer)

Dated: August 8, 2023May 10, 2024  By: 

/s/ Shin Young Park

   Shin Young Park
   

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

47

49