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MAGNACHIP SEMICONDUCTOR Corp

For the period ended Mar 31, 2025. Filed May 12, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 12, 2025

MX$2.50+5.9%Stored close · as of Nov 9, 2026

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Magnachip Semiconductor Corporation and Subsidiaries Notes to Consolidated Financial Statements

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 power semiconductor platform solutions for various applications, including industrial, automotive, communication, consumer and computing.

The Company develops and manufactures Power discrete products and develops Power integrated circuit (“IC”) products. Power discrete products include metal oxide semiconductor field effect transistors (“MOSFETs”) and insulated-gate bipolar transistors (“IGBTs”) for a range of devices, including televisions, smartphones, mobile phones, wearable devices, desktop personal computers (“PCs”), notebook PCs, tablet PCs, servers, other consumer electronics, as well as automotive and industrial applications such as power suppliers,

e-bikes,

solar inverters, LED lighting and motor drives. Power IC 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.

In 2024, the Power IC business was operated by Magnachip Mixed-Signal, Ltd. (“MMS”), which later transferred the business to Magnachip Semiconductor, Ltd. (“MSK”) effective January 1, 2025, pursuant to an intercompany business transfer agreement executed between MMS and MSK. The transfer was based on the mutual understanding that consolidating the Power IC and Power Analog Solutions businesses under a single company would create a more effective framework for expanding and strengthening the Company’s business for Power products.

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, except for the changes below.

The Company has reclassified certain prior year amounts to conform to the current year’s presentation for discontinued operations to reflect a plan to shut down the Company’s Display business and transition into a pure-play Power company. The assets and liabilities related to the discontinued Display business have not been reclassified on the consolidated balance sheets as of March 31, 2025. See Note 2 “Discontinued Operations” for additional information. The consolidated statements of cash flows have not been adjusted to separately disclose cash flows related to discontinued operations, but the material items in the operating and investing activities of cash flows relating to discontinued operations are disclosed in Note 2. Unless otherwise stated, information in these notes to consolidated financial statements relates to the Company’s continuing operations and excludes the discontinued operations.

There have been no material changes to the Company’s significant accounting policies as of and for the three months ended March 31, 2025, except for those related to discontinued operations as described below, 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, 2024.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2024-03,

“Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic

220-40):

Disaggregation of Income Statement Expenses”

(“ASU 2024-03”).

Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU

2024-03

requires public companies to disclose, in the notes to the financial statements, specific information about certain costs and expenses at each interim and annual reporting period. This includes disclosing amounts related to purchases of inventory, employee compensation, depreciation, and intangible asset amortization. In addition, public companies will need to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. ASU

2024-03

is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and the amendments in this update may be applied prospectively or retrospectively. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related 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.

  1. Discontinued Operations

On March 7, 2025, the Company’s Board of Directors authorized a strategy to transition to a pure-play Power company, focusing its investments on the Power Analog Solutions and Power IC businesses to enhance profitability and maximize shareholder value. As part of this strategy, the Company explored all strategic options including a sale, merger, joint venture, licensing, and wind-down for its Display business (Display IC products). However, the Company was not able to consummate a transaction following several months of discussions with several interested parties on terms that the Company’s Board of Directors believed were in the best interests of the Company and its stockholders.

Accordingly, on April 6, 2025, the Company’s Board of Directors unanimously approved the plan to shut down the Company’s Display business (the “Discontinued Business”), including the liquidation of MMS, the Company’s indirect wholly owned subsidiary that operated the discontinued Display business. After shutting down the Display business, the Company will provide limited support to satisfy remaining customer obligations including the sale of certain “end of life” (“EOL”) Display products, which will be conducted by MSK. The Company will maintain a small team to continue to support customers with respect to EOL Display products.

The following table summarizes the results from discontinued operations, net of tax, for the three months ended March 31, 2025 and 2024.

Three Months Ended
March 31, 2025March 31, 2024
(In thousands of U.S. dollars)
Net sales$9,556$5,629
Cost of sales6,4393,020
Gross profit3,1172,609
Operating expenses:
Selling, general and administrative expenses1,0321,724
Research and development expenses5,7824,953
Other charges127—
Total operating expenses6,9416,677
Operating loss from discontinued operations(3,824)(4,068)
Interest income12672
Interest expense(94)(53)
Foreign currency loss, net(4)(13)
Loss from discontinued operations before income tax benefit(3,796)(4,062)
Income tax benefit, net—(2,929)
Loss from discontinued operations, net of tax$(3,796)$(1,133)

The following table provides supplemental cash flows information related to discontinued operations (in thousands):

Three Months Ended
March 31, 2025March 31, 2024
Significant non-cash operating activities:
Depreciation and amortization$11$358
Provision for severance benefits207310
Stock-based compensation16273
Investing activities:
Capital expenditures$—$—
  1. Inventories

Inventories as of March 31, 2025 and December 31, 2024 consist of the following (in thousands):

March 31, 2025December 31, 2024
Finished goods$7,901$7,802
Semi-finished goods and work-in-process29,74326,797
Raw materials3,5403,607
Materials in-transit20361
Less: inventory reserve(8,754)(7,732)
Inventories, net$32,633$30,535

Changes in inventory reserve for the three months ended March 31, 2025 and 2024 are as follows (in thousands):

Three Months Ended
March 31, 2025March 31, 2024
Beginning balance$(7,732)$(10,599)
Change in reserve
Inventory reserve charged to costs of sales(2,299)(1,550)
Sale of previously reserved inventory1,2682,661
(1,031)1,111
Write off197266
Translation adjustments(188)275
Ending balance$(8,754)$(8,947)

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.

  1. Property, Plant and Equipment

Property, plant and equipment as of March 31, 2025 and December 31, 2024 are comprised of the following (in thousands):

March 31, 2025December 31, 2024
Buildings and related structures$21,925$21,873
Machinery and equipment127,341126,971
Finance lease right-of-use assets608606
Others33,45433,274
183,328182,724
Less: accumulated depreciation(118,685)(115,236)
Land11,26411,237
Construction in progress4,3822,738
Property, plant and equipment, net$80,289$81,463

Aggregate depreciation expenses associated with our continuing operations totaled $3,191 thousand and $3,655 thousand for the three months ended March 31, 2025 and 2024, respectively.

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

(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.

On December 16, 2024, MSK executed a Standard Credit Agreement (as amended) (together with its General Terms and Conditions, the “Equipment Financing Credit Agreement”) with KDB. In connection with the Equipment Financing Credit Agreement, on December 8, 2024, MSK amended the

Agreement (the “Equipment Pledge Agreement”) with KDB, originally executed on or about March 26, 2024, to increase the maximum secured amount and to expand the scope of collateral to include certain machinery and equipment owned by MSK, which are located in its fabrication facility located in Gumi, Korea.

See “Note 11. Long-Term Borrowing” to these consolidated financial statements below for more information regarding the Loan Agreement.

  1. Intangible Assets

Intangible assets as of March 31, 2025 and December 31, 2024 are comprised of the following (in thousands):

Gross amountAccumulated amortizationNet amount
Intellectual property assets$7,598$(7,098)$500
Intangible assets$7,598$(7,098)$500
Gross amountAccumulated amortizationNet amount
Intellectual property assets$7,599$(7,092)$507
Intangible assets$7,599$(7,092)$507

Aggregate amortization expenses associated with our continuing operations totaled $71 thousand and $86 thousand for the three months ended March 31, 2025 and 2024, respectively.

  1. Leases

The Company has operating and finance leases for buildings and other assets such as vehicles and office equipment. The Company’s leases have remaining lease terms ranging fromone year tofive years.

The tables below present financial information related to the Company’s leases.

Supplemental balance sheets information related to leases as of March 31, 2025 and December 31, 2024 are as follows (in thousands):

LeasesClassificationMarch 31,2025December 31,2024
Assets
Operating leaseOperating lease right-of-use assets$3,602$3,107
Finance leaseProperty, plant and equipment, net355390
Total lease assets$3,957$3,497
Liabilities
Current
Operating leaseOperating lease liabilities$1,693$1,393
Finance leaseOther current liabilities156153
Non-current
Operating leaseNon-current operating lease liabilities1,8811,823
Finance leaseOther non-current liabilities255294
Total lease liabilities$3,985$3,663

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

March 31, 2025December 31, 2024
Weighted average remaining lease term
Operating leases2.3 years2.5 years
Finance leases2.7 years2.9 years
Weighted average discount rate
Operating leases6.6%6.8%
Finance leases7.1%7.1%

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

Three Months Ended
March 31, 2025March 31, 2024
Operating lease cost$522$508
Finance lease cost
Amortization of right-of-use assets3635
Interest on lease liabilities710
Total lease cost$565$553

The above table does not include an immaterial cost of short-term leases for the three months ended March 31, 2025 and 2024.

Other lease information associated with continuing operations is as follows (in thousands):

Three Months Ended
March 31, 2025March 31, 2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$660$519
Operating cash flows from finance leases710
Financing cash flows from finance leases3835

Non-cash

transaction amounts of lease liabilities arising from obtaining

right-of-use

assets were $966 thousand and $625 thousand for the three months ended March 31, 2025 and 2024, respectively.

The aggregate future lease payments for operating and finance leases as of March 31, 2025 are as follows (in thousands):

Operating Leases · Finance Leases
Remainder of 2025$1,362$134
20261,607167
2027765132
202811118
202926—
Total future lease payments3,871451
Less: Imputed interest(297)(40)
Present value of future payments$3,574$411
  1. Accrued Expenses

Accrued expenses as of March 31, 2025 and December 31, 2024 are comprised of the following (in thousands):

March 31, 2025December 31, 2024
Payroll, benefits and related taxes, excluding severance benefits$5,413$5,518
Withholding tax attributable to intercompany interest income1,7591,419
Outside service fees1,1151,221
Others509490
Accrued expenses$8,796$8,648
  1. 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 March 31, 2025 are as follows (in thousands):

Date of transactionTotal notional amountMonth of settlement
July 09, 2024$18,000April 2025 to September 2025
October 17, 2024$9,000October 2025 to December 2025
February 03, 2025$9,000January 2026 to March 2026

Details of the zero cost collar contracts as of December 31, 2024 are as follows (in thousands):

Date of transactionTotal notional amountMonth of settlement
April 05, 2024$9,000January 2025 to March 2025
July 09, 2024$18,000April 2025 to September 2025
October 17, 2024$9,000October 2025 to December 2025

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 liabilities as of March 31, 2025 and December 31, 2024 are as follows (in thousands):

Derivatives designated as hedging instruments: · March 31, 2025 · December 31, 2024
Liability Derivatives:
Zero cost collarsOther current liabilities$1,321$1,956

Offsetting of derivative liabilities as of March 31, 2025 is as follows (in thousands):

As of March 31, 2025 · 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$1,321$—$1,321$—$(1,080)$241

Offsetting of derivative assets and liabilities as of December 31, 2024 is as follows (in thousands):

As of December 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$1,956$—$1,956$—$(1,080)$876

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 March 31, 2025 and 2024 (in thousands):

Derivatives in ASC815 Cash Flow HedgingRelationships · Amount of Gain (Loss) Recognized in AOCI on Derivatives · Location/Amount of Loss Reclassified from AOCI Into Statement of Operations · Location/Amount of Gain Recognized in Statement of Operations on Derivatives
Three Months Ended March 31, · Three Months Ended March 31, · Three Months Ended March 31,
2025 · 2024 · 2025 · 2024 · 2025 · 2024
Zero cost collars$136$(605)Net sales$(525)$(59)Other income, net$29$25
$136$(605)$(525)$(59)$29$25

As of March 31, 2025, the amount expected to be reclassified from accumulated other comprehensive loss into loss within the next 12 months is $305 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 March 31, 2025 and December 31, 2024 are as follows (in thousands):

CounterpartyMarch 31, 2025December 31, 2024
SC$1,000$1,000
Total$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, respectively. As of March 31, 2025 and December 31, 2024, $1,080 thousand of additional cash collateral were required by NFIK and recorded as hedge collateral on the consolidated balance sheet.

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.

  1. Fair Value Measurements

Fair Value of Financial Instruments

As of March 31, 2025, 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 March 31, 2025Fair Value Measurement March 31, 2025Quoted 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)$1,321$1,321—$1,321—

As of December 31, 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, 2024Fair Value Measurement December 31, 2024Quoted 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)$1,956$1,956—$1,956—

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. The carrying value of the Company’s outstanding Term Loan approximates its fair value because its variable interest rate reflects the market rate for the respective periods. The fair value of this debt is categorized within Level 2 of the fair value hierarchy.

  1. Accrued Severance Benefits

The majority of accrued severance benefits are for employees in the Company’s Korean 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 March 31, 2025, 95% of all employees of the Company were eligible for severance benefits.

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

Three Months Ended
March 31, 2025March 31, 2024
Beginning balance$45,594$45,932
Provisions1,5141,405
Severance payments(325)(884)
Translation adjustments103(1,969)
46,88644,484
Less: Cumulative contributions to severance insurance deposit accounts(28,821)(28,954)
The National Pension Fund(24)(27)
Accrued severance benefits, net$18,041$15,503

The severance benefits funded through the Company’s National Pension Fund 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

employees upon their normal retirement age (in thousands):

Severance benefit
2026$316
2027$557
2028$375
2029$3,063
2030$3,468
2031 – 2036$21,778

The above amounts were determined based on the

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

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.

  1. Long-Term Borrowing

Term Loan

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

(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 $29,835 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 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.

As of March 31, 2025, approximately $27,276 thousand aggregate principal amount of the Term Loan was outstanding.

CAPEX Loans

On December 16, 2024, MSK executed a Standard Credit Agreement (as amended) (together with its General Terms and Conditions, the “Equipment Financing Credit Agreement”) with KDB. In connection with the Equipment Financing Credit Agreement, on December 8, 2024, MSK also amended the

Agreement (the “Equipment Pledge Agreement”) with KDB, originally executed on or about March 26, 2024, to increase the maximum secured amount and to expand the scope of collateral to include certain machinery and equipment owned by MSK, which are located in its fabrication facility located in Gumi, Korea (“Fab 3 machinery and equipment”).

The Equipment Financing Credit Agreement provides for loans for MSK’s capital expenditures (the “CAPEX Loans”) up to an aggregate of KRW 38,000,000,000 ($26,523 thousand based on the KRW/USD exchange rate of 1,432.7:1 as of December 16, 2024 as quoted by KEB Hana Bank), which will be funded directly to capital expenditure supply vendors by KDB upon the submission of a request form by MSK with the necessary evidence such as purchase agreement, invoice and other documentation, as applicable.

The CAPEX Loans will bear interest at a fixed rate quoted by the treasury bond market yield (a six-year Korea treasury bill rate). CAPEX Loans mature in ten years from the initial loan disbursement date (the “Maturity Date”), with an initial

two-year

(measured from the first loan disbursement date) interest-only payment period during which only interest is paid monthly, followed by eight years of amortizing payments where the principal is repaid in equal installments every three months and interest is paid monthly. The Equipment Financing Credit Agreement contains customary representations of MSK in connection with the execution of the agreement and with each borrowing of CAPEX Loans and customary terms and conditions for a secured equipment financing loan of this type in Korea. All obligations of MSK under the Equipment Financing Credit Agreement and CAPEX Loans are secured by certain Fab 3 machinery and equipment pursuant to the Equipment Pledge Agreement.

As of March 31, 2025, there w

e

re

no CAPEX

L

oan

s

outstanding under the Equipment Financing Credit Agreement.

  1. 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 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 March 31, 2025 and December 31, 2024, the outstanding intercompany loan balances including accrued interest between MSK and the Dutch subsidiary were $260,731 thousand and $257,670 thousand, respectively. The Korean won to U.S. dollar exchange rates were 1,466.5:1 and 1,470.0:1 using the first base rate as of March 31, 2025 and December 31, 2024, respectively, as quoted by the KEB Hana Bank.

  1. 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 months ended March 31, 2025, the Company recorded an income tax benefit of $401 thousand, primarily related to its primary operating entity in Korea based on the estimated taxable loss for the respective period.

For the three months ended March 31, 2024, the Company recorded an income tax expense of $1,905 thousand, primarily related to a deferred tax adjustment associated with the assets transferred between our Korean subsidiaries as an

in-kind

contribution.

  1. Geographic and Other Information

The Company operates within a single operating segment, Power solutions business, and also separately reports transitional Fab 3 foundry services revenue and cost of sales.

The Chief Executive Officer, as the chief operating decision maker (“CODM”), organizes the Company and measures performance of two business lines of Power Analog Solutions and Power IC in the Power solutions business at the level of revenue and gross profit margin by comparing actual results against previously forecasted targets.

The Company’s CODM does not evaluate the performance of each business line using any information, such as asset or liability, other than revenue and gross profit margin.

Revenues for the three months ended March 31, 2024 from its previous product categories have been reclassified in order to conform to the current period presentation as follows (in thousands):

Power Analog Solutions · Power IC · Discontinued Operations · Total
Mixed-Signal Solutions$9,006$—$3,377$5,629$9,006
Power Analog Solutions36,53536,535——36,535
$45,541$36,535$3,377$5,629$45,541

The following sets forth information relating to the operating segment, Power solutions business, as well as the transitional Fab 3 foundry services (in thousands). For financial information below gross profit, including operating income and expenses as well as other income and expenses, please refer to the Company’s consolidated statement of operations.

Three Months Ended
March 31, 2025March 31, 2024
Revenues
Power solutions business
Power Analog Solutions$39,857$36,535
Power IC4,8653,377
Total Power solutions business$44,722$39,912
Transitional Fab 3 foundry services—3,526
Total revenues$44,722$43,438
Three Months Ended
March 31, 2025March 31, 2024
Cost of Sales
Power solutions business
Power Analog Solutions$32,757$30,901
Power IC2,6031,967
Total Power solutions business$35,360$32,868
Transitional Fab 3 foundry services—4,211
Total cost of sales$35,360$37,079
Three Months Ended
March 31, 2025March 31, 2024
Gross Profit
Power solutions business
Power Analog Solutions$7,100$5,634
Power IC2,2621,410
Total Power solutions business$9,362$7,044
Transitional Fab 3 foundry services—(685)
Total gross profit$9,362$6,359

The following is a summary of net sales – Power solutions business by geographic region, based on the location to which the products are billed (in thousands):

Three Months Ended
March 31, 2025March 31, 2024
Korea$21,716$17,091
Asia Pacific (other than Korea)20,99221,089
United States1,182338
Europe8321,394
Total$44,722$39,912

For the three months ended March 31, 2025 and 2024, of the Company’s net sales – Power solutions business in Asia Pacific (other than Korea), net sales – Power solutions business in China and Hong Kong together represented 83.1% and 81.3%, respectively, and net sales – Power solutions business in Taiwan represented 11.3% and 12.0%, respectively.

Net sales from the Company’s top ten largest customers in the Power solutions business accounted for 75% and 74% for the three months ended March 31, 2025 and 2024, respectively.

For the three months ended March 31, 2025, the Company had one customer that represented 32.9% of its net sales – Power solutions business. For the three months ended March 31, 2024, the Company had three customers that represented 28.1%,10.6% and 10.1% of its net sales – Power solutions business, respectively.

As of March 31, 2025, one customer of the Company’s Power solutions business accounted for 45.5% of its accounts receivable – Power solutions business. As of December 31, 2024, one customer of the Company’s Power solutions business accounted for 42.3% of its accounts receivable – Power solutions business.

  1. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists of the following as of March 31, 2025 and December 31, 2024, respectively (in thousands):

March 31, 2025December 31, 2024
Foreign currency translation adjustments$(20,172)$(20,927)
Derivative adjustments(305)(966)
Total$(20,477)$(21,893)

Changes in accumulated other comprehensive loss for the three months ended March 31, 2025 and 2024 are as follows (in thousands):

Three Months Ended March 31, 2025Foreign currency translation adjustmentsDerivative adjustmentsTotal
Beginning balance$(20,927)$(966)$(21,893)
Other comprehensive income before reclassifications755136891
Amounts reclassified from accumulated other comprehensive loss—525525
Net current-period other comprehensive income7556611,416
Ending balance$(20,172)$(305)$(20,477)
Three Months Ended March 31, 2024Foreign currency translation adjustmentsDerivative adjustmentsTotal
Beginning balance$(15,348)$691$(14,657)
Other comprehensive loss before reclassifications(3,497)(605)(4,102)
Amounts reclassified from accumulated other comprehensive loss—5959
Net current-period other comprehensive loss(3,497)(546)(4,043)
Ending balance$(18,845)$145$(18,700)
  1. Stock Repurchase

Stock Repurchase Program

On July 19, 2023, the Board of Directors authorized a $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 stock repurchase program.

From January 2024 to December 2024, the Company repurchased 2,349,811 shares of its common stock in the open market for an aggregate purchase price of $11.8 million and a weighted average price per share of $5.04 under the stock repurchase program.

From January 2025 to March 2025, the Company repurchased 296,835 shares of its common stock in the open market for an aggregate purchase price of $1.1 million and a weighted average price per share of $3.70 under the stock repurchase program.

  1. Loss Per Share

The following table illustrates the computation of basic and diluted loss per common share for the three months ended March 31, 2025 and 2024:

Three Months Ended
March 31, 2025March 31, 2024
(In thousands of U.S. dollars, except share data)
Basic loss per common share
Loss from continuing operations$(5,082)$(14,284)
Loss from discontinued operations, net of tax(3,796)(1,133)
Net loss$(8,878)$(15,417)
Basic weighted average common stock outstanding36,887,84138,544,781
Basic loss per common share
Continuing operations$(0.14)$(0.37)
Discontinued operations(0.10)(0.03)
Total$(0.24)$(0.40)
Diluted loss per common share
Loss from continuing operations$(5,082)$(14,284)
Loss from discontinued operations, net of tax(3,796)(1,133)
Net loss allocated to common stockholders$(8,878)$(15,417)
Basic weighted average common stock outstanding36,887,84138,544,781
Net effect of dilutive equity awards——
Diluted weighted average common stock outstanding36,887,84138,544,781
Diluted loss per common share
Continuing operations$(0.14)$(0.37)
Discontinued operations(0.10)(0.03)
Total$(0.24)$(0.40)

Diluted earnings (loss) per common share adjusts basic earnings (loss) per common share for the potentially dilutive impact of stock options and restricted stock units. As the Company has reported loss from continuing operations for the three months ended March 31, 2025 and 2024, all potentially dilutive securities are antidilutive and accordingly not considered, therefore basic loss per common share equals diluted loss per common share.

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

Three Months Ended
March 31, 2025March 31, 2024
Options728,792757,858
Restricted Stock Units1,783,538922,307
  1. 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 $2,262 thousand and $2,294 thousand as other current assets as of March 31, 2025 and December 31, 2024, respectively.

  1. Subsequent Events

Stock Repurchase

In April 2025, the Company repurchased 612,184 shares of its common stock in the open market for an aggregate purchase price of $1.9 million and a weighted average price per share of $3.02 under the stock repurchase program.

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (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, 2024 filed on March 14, 2025 (“2024 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.

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