UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2015
-----------------
Commission File Number: 001-34225
-----------------
VIMICRO INTERNATIONAL CORPORATION
16/F Shining Tower
No. 35 Xueyuan Road, Haidian District
Beijing 100191, People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form
40-F ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
SIGNATURE
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.
|
VIMICRO INTERNATIONAL CORPORATION |
|
| |
| |
|
| |
| |
|
By: | |
/s/ Peter Li | |
|
Name: | |
Peter Li |
|
Title: | |
Chief Financial Officer |
Date: August 13, 2015
Exhibit Index
Exhibit
No. | |
Description |
| |
|
Exhibit 99.1 | |
Press Release |
Exhibit 99.1
Vimicro Announces Unaudited Second-Quarter
2015 Financial Results
Second-Quarter 2015 Financial Highlights
- Second-quarter revenues of $31.7 million,
up 32.1% year over year
- Quarterly video surveillance revenues
of $30.3 million, up 50.8% year over year
- Quarterly gross margin at 47.5%, as compared
to 37.8% year over year, and 40.1% quarter over quarter
- Quarterly non-GAAP net income attributable
to Vimicro of $6.0 million, as compared to non-GAAP net income attributable to Vimicro of $2.8 million year over year
- Non-GAAP net income attributable to Vimicro
per diluted ADS at $0.17 for the quarter, as compared to $0.10 per diluted ADS year over year
BEIJING, August 13, 2015 /PRNewswire/ -- Vimicro
International Corporation (NASDAQ: VIMC) ("Vimicro" or the "Company"), a leading video surveillance technology
and solution provider in China, today announced financial results for the second quarter ended June 30, 2015.
Second-Quarter 2015 Results
Net revenue in the second quarter of 2015
was $31.7 million, as compared to net revenue of $24.0 million in the year-ago quarter and $19.2 million in the first quarter of
2015. Video surveillance revenues were $30.3 million in the second quarter, representing 95.6% of total net revenues and up 50.8%
year over year.
Gross profit in the second quarter was $15.1
million, as compared with $9.1 million in the year-ago quarter and $7.7 million in the first quarter of 2015. The gross margin
in the second quarter was 47.5%, as compared to 37.8% in the year-ago quarter and 40.1% in the first quarter of 2015. The higher
margin in the quarter was a result of several projects with relatively higher margin recognized during the quarter.
Operating expenses in the second quarter of
2015 were $9.0 million, as compared to $10.3 million in the year-ago quarter and $7.6 million quarter over quarter. Research and
development expenses were $2.0 million for the second quarter net of $3.2 million government grants applied (research and development
expenses would have been $5.2 million without government grants for the quarter), as compared to $1.8 million year over year and
$1.9 million quarter over quarter. Sales and marketing expenses were $2.8 million for the second quarter, as compared to $2.4 million
year over year and $2.3 million quarter over quarter. General and administrative expenses were $4.2 million in the second quarter,
as compared to $6.1 million year over year and $3.4 million quarter over quarter.
Operating income was $6.0 million in the second
quarter of 2015, as compared to the operating loss of $1.2 million in the year-ago quarter and the operating income of $0.2 million
quarter over quarter.
The
equity in loss of an equity investee was $2.4 million in the second
quarter of 2015, as compared to the equity in profit of an equity investee of $1.8 million year over year and the equity in loss
of an equity investee of $0.5 million quarter over quarter.
Net loss attributable to non-controlling interests
was $1.3 million in the second quarter of 2015, as compared to net loss attributable to non-controlling interests of $0.9 million
year over year and net income attributable to non-controlling interests of $1.5 million quarter over quarter.
In the second quarter of 2015, non-GAAP net
income attributable to Vimicro was $6.0 million, or approximately $0.17 per ADS on a diluted basis, as compared to a non-GAAP net
income attributable to Vimicro of $2.8 million, or $0.10 per diluted ADS in the year-ago quarter. Non-GAAP net income attributable
to Vimicro in the second quarter of 2015 and the year-ago quarter excludes $0.8 million and $0.1 million of non-cash, share-based
compensation, respectively. GAAP net income attributable to Vimicro in the second quarter was $5.3 million, or $0.15 per diluted
ADS, as compared to net income of $2.7 million, or $0.10 per diluted ADS, in the year-ago quarter.
Balance Sheet
As of June 30, 2015, the Company had cash
and cash equivalents of approximately $37.7 million. Total current assets were approximately $201.8 million, and Vimicro had working
capital of approximately $88.2 million and $24.0 million of long-term bank loans and liabilities on its balance sheet as of June
30, 2015.
Recent Events
- Winning of competitive bid for the provision
of SVAC-compliant video surveillance cameras and system to Jincheng Municipal Government in Shanxi Province, with contract value
of $22 million;
- Multiple contract wins in Taiyuan City,
Shanxi Province, to provide SVAC-compliant video surveillance cameras and system of traffic control and monitoring to the Traffic
Police Detachment of Taiyuan City, aggregated to $12.88 million.
About Vimicro International Corporation
Vimicro International Corporation (NASDAQ:
VIMC) is a leading video surveillance technology and solution provider that designs, develops and markets a full range of video
surveillance products and solutions to governments, private enterprises, and consumers in China. Vimicro co-developed SVAC (Surveillance
Video and Audio Coding), the national video surveillance technological standard, which demonstrates its unique strengths in proprietary
multimedia IC technology, making it a leader in China's fast-growing security and surveillance market. Vimicro is headquartered
in Beijing, China and has subsidiaries and offices throughout China and in Silicon Valley. Vimicro's ADSs each represent four ordinary
shares and are traded on the NASDAQ Global Market exchange under the ticker symbol "VIMC".
Forward-Looking Statements
This announcement contains forward-looking
statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform
Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates," "confident"
and similar statements. Among other things, the quotations from management in this announcement, as well as Vimicro's expectations
and forecasts, contain forward-looking statements. Vimicro may also make written or oral forward-looking statements in its periodic
reports to the U.S. Securities and Exchange Commission on forms 20-F and 6-K, etc., in its annual report to shareholders, in press
releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements
that are not historical facts, including statements about Vimicro's beliefs and expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those
contained in any forward-looking statement, including but not limited to the following: the Company’s ability to increase
its sales of PC camera processors, as well as video surveillance products; the expected growth of the video surveillance market;
the Company’s ability to retain existing customers and acquire new customers and respond to competitive market conditions;
the Company’s ability to respond in a timely manner to the evolving market and changing consumer preferences and industry
standards and to stay abreast of technological changes; the Company’s ability to secure sufficient foundry capacity in a
timely manner; the Company’s ability to effectively protect its intellectual property and the risk that it may infringe on
the intellectual property of others; and cyclicality of the semiconductor industry and fluctuations in the markets in which the
Company competes. Further information regarding these and other risks is included in Vimicro's annual report on Form 20-F filed
with the Securities and Exchange Commission. Vimicro does not undertake any obligation to update any forward-looking statement,
except as required under applicable law. All information provided in this press release is as of the date hereof, and Vimicro undertakes
no duty to update such information, except as required under applicable law.
Non-GAAP Measures
To supplement the consolidated financial statements
presented in accordance with GAAP, Vimicro uses non-GAAP measures of non-GAAP income/(loss) from operations, non-GAAP net income/(loss)
from operations attributable to Vimicro International Corporation and non-GAAP net income/(loss) from operations attributable to
Vimicro International Corporation per diluted ADS, which are adjusted from the most directly comparable financial measures calculated
and presented in accordance with GAAP to exclude share-based compensation expenses. These non-GAAP financial measures are provided
to enhance investors' overall understanding of the Company's financial performance as they exclude share-based expenses that are
not expected to result in future cash payments. The non-GAAP measures should be considered in addition to results prepared in accordance
with GAAP, but should not be considered a substitute for or superior to GAAP results. A limitation of using these non-GAAP financial
measures is that these non-GAAP measures exclude share-based compensation charges that have been and will continue to be significant
recurring expenses in its business for the foreseeable future. Vimicro believes that both management and investors benefit from
referring to these non-GAAP measures in assessing the performance of Vimicro's liquidity and when planning and forecasting future
periods. These non-GAAP financial measures also facilitate management's internal comparisons to Vimicro's historical liquidity.
Vimicro computes its non-GAAP financial measures using the same consistent method from quarter to quarter. The accompanying tables
have more details on the GAAP financial measures that are most comparable to non-GAAP financial measures and the related reconciliations
between financial measures.
Currency Translation
This announcement contains translations of
certain RMB amounts into U.S. dollars. Unless otherwise noted, all translations from RMB to U.S. dollars are based on the applicable
exchange rates quoted by the People’s Bank of China, Assets and liabilities are translated at the exchange rates on the balance
sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains, and losses are translated
using the average rate for the period. Translation adjustments arising from these are reported as foreign currency translation
adjustments and have been shown as a component of other comprehensive income or loss in the consolidated statements of comprehensive
income.
VIMICRO INTERNATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Amounts expressed in thousands of U.S. dollars, except number of shares and per share data)
| |
June 30, | | |
March
31, | |
| |
2015 | | |
2015 | |
| |
(Unaudited) | | |
(Unaudited) | |
ASSETS | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash and cash equivalents | |
| 37,665 | | |
| 57,971 | |
Restricted cash | |
| 27 | | |
| 27 | |
Accounts receivable, net of
provision | |
| 22,191 | | |
| 26,038 | |
Amounts due from related parties,
net of provision | |
| 117,949 | | |
| 120,124 | |
Inventories | |
| 15,215 | | |
| 15,089 | |
Prepayments and other current
assets, net of provision | |
| 7,710 | | |
| 6,805 | |
Deferred
tax assets | |
| 1,015 | | |
| 1,010 | |
Total
current assets | |
| 201,772 | | |
| 227,064 | |
Long-term investment | |
| 604 | | |
| 601 | |
Property, equipment and software,
net | |
| 62,956 | | |
| 57,604 | |
Land use rights | |
| 15,216 | | |
| 15,188 | |
Deferred tax assets-non current | |
| 704 | | |
| 700 | |
Other
long-term assets | |
| 1,582 | | |
| 1,587 | |
Total
assets | |
| 282,834 | | |
| 302,744 | |
| |
| | | |
| | |
LIABILITIES
AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Current
liabilities | |
| | | |
| | |
Accounts payable | |
| 37,474 | | |
| 47,950 | |
Amounts due to related parties | |
| 54 | | |
| 6,586 | |
Taxes payable | |
| 18,144 | | |
| 18,040 | |
Advances from customers | |
| 23,638 | | |
| 23,623 | |
Accrued expenses and other
current liabilities | |
| 15,891 | | |
| 11,272 | |
Deferred government grant | |
| 14,922 | | |
| 17,798 | |
Short-term bank loan | |
| 1,963 | | |
| 1,954 | |
Deferred
income from equity investee | |
| 1,469 | | |
| 11,833 | |
Total
current liabilities | |
| 113,555 | | |
| 139,056 | |
Deferred government grant-non
current | |
| 1,507 | | |
| 1,500 | |
Deferred tax liabilities | |
| 5 | | |
| 5 | |
Product warranty | |
| 3,526 | | |
| 3,432 | |
Long-term bank loan | |
| 9,160 | | |
| 9,117 | |
Other
long-term liabilities | |
| 9,814 | | |
| 9,768 | |
Total
liabilities | |
| 137,567 | | |
| 162,878 | |
| |
| | | |
| | |
Equity | |
| | | |
| | |
Ordinary shares | |
| 16 | | |
| 16 | |
Additional paid-in capital | |
| 205,797 | | |
| 204,884 | |
Treasury stock at cost, net | |
| (12,644 | ) | |
| (12,858 | ) |
Accumulated other comprehensive
income | |
| 10,240 | | |
| 10,103 | |
Accumulated deficit | |
| (84,
954) | | |
| (90,239 | ) |
Statutory
reserve | |
| 4,068 | | |
| 4,068 | |
Total shareholders’ equity
attributable to Vimicro International Corporation | |
| 122,523 | | |
| 115,974 | |
Noncontrolling
interest | |
| 22,744 | | |
| 23,892 | |
Total
equity | |
| 145,267 | | |
| 139,866 | |
Total
liabilities and equity | |
| 282,834 | | |
| 302,744 | |
VIMICRO INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
(Amounts expressed in thousands of U.S. dollars, except number of shares and per share data)
| |
Three months ended | | |
Six months ended | |
| |
June 30, | | |
June 30, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
Net revenues | |
| 31,741 | | |
| 24,033 | | |
| 50,964 | | |
| 40,441 | |
Third
parties | |
| 6,743 | | |
| 7,254 | | |
| 12,377 | | |
| 17,045 | |
Related parties | |
| 24,998 | | |
| 16,779 | | |
| 38,587 | | |
| 23,396 | |
Cost
of revenues | |
| (16,669 | ) | |
| (14,942 | ) | |
| (28,177 | ) | |
| (25,828 | ) |
Gross
profit | |
| 15,072 | | |
| 9,091 | | |
| 22,787 | | |
| 14,613 | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Research
and development, net | |
| (2,034 | ) | |
| (1,781 | ) | |
| (3,927 | ) | |
| (5,635 | ) |
Selling
and marketing | |
| (2,828 | ) | |
| (2,436 | ) | |
| (5,110 | ) | |
| (4,793 | ) |
General
and administrative | |
| (4,183 | ) | |
| (6,055 | ) | |
| (7,568 | ) | |
| (8,485 | ) |
Total
operating expenses: | |
| (9,045 | ) | |
| (10,272 | ) | |
| (16,605 | ) | |
| (18,913 | ) |
Income/(loss)
from operations: | |
| 6,027 | | |
| (1,181 | ) | |
| 6,182 | | |
| (4,300 | ) |
Other income/(expense): | |
| | | |
| | | |
| | | |
| | |
Interest
expense, net | |
| (134 | ) | |
| (34 | ) | |
| (185 | ) | |
| (35 | ) |
Foreign
exchange gain/(loss) | |
| 605 | | |
| (23 | ) | |
| 472 | | |
| (515 | ) |
Gain
on disposal of equity interest | |
| - | | |
| 1,319 | | |
| - | | |
| 1,319 | |
Other,
net | |
| 642 | | |
| 1 | | |
| 642 | | |
| 73 | |
Income/(loss)
before income taxes and equity in profit of an equity investee: | |
| 7,140 | | |
| 82 | | |
| 7,111 | | |
| (3,458 | ) |
Income
tax expense | |
| (671 | ) | |
| - | | |
| (671 | ) | |
| (208 | ) |
Income/(loss) before equity
in profit of an equity investee | |
| 6,469 | | |
| 82 | | |
| 6,440 | | |
| (3,666 | ) |
Equity
in (loss)/profit of an equity investee, net of tax | |
| (2,436 | ) | |
| 1,768 | | |
| (2,897 | ) | |
| 2,137 | |
Net income/(loss) | |
| 4,033 | | |
| 1,850 | | |
| 3,543 | | |
| (1,529 | ) |
Net
(loss)/income attributable to noncontrolling interest | |
| (1,252 | ) | |
| (857 | ) | |
| 241 | | |
| (771 | ) |
Net
income/(loss) attributable to Vimicro International Corporation | |
| 5,285 | | |
| 2,707 | | |
| 3,302 | | |
| (758 | ) |
Income/(loss) per share | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 0.04 | | |
| 0.03 | | |
| 0.03 | | |
| (0.01 | ) |
Diluted | |
| 0.04 | | |
| 0.02 | | |
| 0.02 | | |
| (0.01 | ) |
Income/(loss) per ADS | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 0.17 | | |
| 0.11 | | |
| 0.11 | | |
| (0.03 | ) |
Diluted | |
| 0.15 | | |
| 0.10 | | |
| 0.10 | | |
| (0.03 | ) |
Weighted average number
of ordinary shares Outstanding | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 123,265,907 | | |
| 95,319,165 | | |
| 118,438,212 | | |
| 95,716,466 | |
Diluted | |
| 140,416,527 | | |
| 112,341,075 | | |
| 134,692,155 | | |
| 95,716,466 | |
Weighted average number
of ADS outstanding | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 30,816,477 | | |
| 23,829,791 | | |
| 29,609,553 | | |
| 23,929,117 | |
Diluted | |
| 35,104,132 | | |
| 28,085,269 | | |
| 33,673,039 | | |
| 23,929,117 | |
Other comprehensive income/
(loss), net of tax | |
| | | |
| | | |
| | | |
| | |
Foreign
currency translation adjustment, net of tax of nil | |
| 239 | | |
| (1,287 | ) | |
| 79 | | |
| (1,112 | ) |
Other
comprehensive income/(loss), net of tax | |
| 239 | | |
| (1,287 | ) | |
| 79 | | |
| (1,112 | ) |
Comprehensive
income/(loss) | |
| 4,
272 | | |
| 563 | | |
| 3,622 | | |
| (2,641 | ) |
Comprehensive
(loss)/income attributable to noncontrolling interest | |
| (1,148 | ) | |
| (859 | ) | |
| 269 | | |
| (618 | ) |
Comprehensive
income/(loss) attributable to Vimicro International Corporation | |
| 5,420 | | |
| 1,422 | | |
| 3,353 | | |
| (2,023 | ) |
Components
of share-based compensation expenses are included in the following expense captions | |
| | | |
| | | |
| | | |
| | |
Research
and development, net | |
| (142 | ) | |
| (34 | ) | |
| (287 | ) | |
| (94 | ) |
Selling
and marketing | |
| (55 | ) | |
| (18 | ) | |
| (97 | ) | |
| (37 | ) |
General
and administrative | |
| (554 | ) | |
| (70 | ) | |
| (801 | ) | |
| (157 | ) |
| |
| | | |
| | | |
| | | |
| | |
Total | |
| (751 | ) | |
| (122 | ) | |
| (1,185 | ) | |
| (288 | ) |
Contact:
Vimicro International Corporation
Investor Relations
Phone: +8610-5884-8898
E-mail: ir@vimicro.com
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