VIMC (MM)

 

 

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 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2010

 

 

Commission File Number: 000-51606

 

 

VIMICRO INTERNATIONAL CORPORATION

 

 

15/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):             

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes   ¨             No   x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-      N/A    

This Form 6-K is being incorporated by reference into the registrant’s Registration Statement on Form F-3 (File No. 333-166948), filed with the Securities and Exchange Commission on May 19, 2010.

 

 

 

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Third Quarter 2010 Financial Results

Vimicro International Corporation (“Vimicro” or the “Company”) reported its financial results for the third quarter ended September 30, 2010. Net revenue in the third quarter of 2010 was $26.5 million, compared to $26.4 million in the second quarter of 2010 and $20.5 million in the third quarter of 2009. Revenue in the third quarter of 2010 reflected increased revenue from Vimicro’s surveillance business. For the first nine months of 2010, revenue totaled $73.0 million, a 48% increase compared to $49.2 million for the same period in 2009 primarily due to the Company’s expanded product offerings in high growth markets. Gross margin in the third quarter of 2010 was 31% compared to 34% in the previous quarter due to product mix within the quarter. Operating expenses remained flat sequentially at $13.9 million in the third quarter.

The Company recognized approximately $0.5 million of grants during the third quarter. In addition, the Company initiated cost control programs including cutting variable expenses, lowering IP purchases and halting investment in non-core product lines and projects.

Third quarter 2010 net loss, prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP), was $5.3 million, which included $1.1 million in share-based compensation expense, compared to a loss of $4.3 million, including $0.9 million in share-based compensation, in the second quarter. After excluding loss attributable to non-controlling interest, net loss attributed to Vimicro was $3.8 million in the third quarter, or $0.10 loss per ADS (each representing four ordinary shares), compared to a net loss of $2.8 million, or $0.08 loss per ADS, in the second quarter of 2010.

Non-GAAP Measures

To supplement the consolidated financial statements presented in accordance with GAAP, Vimicro uses non-GAAP measures of non-GAAP (loss)/income from operations, non-GAAP net (loss)/income attributed to Vimicro International Corporation and non-GAAP diluted net (loss)/income per ADS, which are adjusted from the most directly comparable financial measures calculated and presented in accordance with GAAP to exclude amortization of 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 our business for the foreseeable future. We compensate for these limitations by providing the relevant disclosure of our share-based compensation charges in our reconciliations to the GAAP measures. For more information on the non-GAAP financial measures, please see the tables captioned “Reconciliation of non- GAAP results of operations measures to the nearest comparable GAAP measures” set forth at the end of this filing.

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 filing 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 Bank of China as of September 30, 2010, which was RMB 6.7011 to $1.00.

 

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Reconciliations of non-GAAP results of operations measures to the nearest comparable GAAP measures (*)

(Amounts expressed in thousands of U.S. dollars, except per share data, unaudited)

 

		Three months ended September 30, 2010												Three months ended June 30, 2010												Three months ended September 30, 2009
		GAAP Result				Adjustment				Non-GAAP Results				GAAP Result				Adjustment				Non-GAAP Results				GAAP Result				Adjustment				Non-GAAP Results
Loss from operations			(5,715	)			1,067				(4,648	)			(4,326	)			949				(3,377	)			(4,963	)			1,126				(3,837	)
Loss attributed to Vimicro International Corporation			(3,770	)			1,067				(2,703	)			(2,795	)			949				(1,846	)			(3,137	)			1,126				(2,011	)
Diluted loss per ADS			(0.10	)			0.03				(0.07	)			(0.08	)			0.03				(0.05	)			(0.08	)			0.03				(0.05	)

 

(*)	The adjustment is to exclude non-cash for share-based compensation for employees and non-employees.

 

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Vimicro International Corporation

Consolidated Statement Of Operations And Comprehensive Income

(Amounts expressed in thousands of U.S. dollars, except number of share data)

 

		2010 Q3				2010 Q2				2009 Q3
		(unaudited)				(unaudited)				(unaudited)
Net revenue			26,493				26,368				20,500
Cost of revenue			(18,284	)			(17,314	)			(14,692	)
Gross profit			8,209				9,054				5,808
Operating expenses:
Research and development, net			(7,823	)			(8,250	)			(6,322	)
Selling and marketing			(2,336	)			(1,969	)			(1,323	)
General and administrative			(3,765	)			(3,161	)			(3,126	)
Total operating expenses			(13,924	)			(13,380	)			(10,771	)
Loss from operations			(5,715	)			(4,326	)			(4,963	)
Other income:
Interest income			263				292				377
Foreign exchange gain, net			356				54				16
Others, net			7				199				307
Loss before income taxes			(5,089	)			(3,781	)			(4,263	)
Income taxes expense			(245	)			(518	)			0
Net loss before share of gain of an unconsolidated affiliate			(5,334	)			(4,299	)			(4,263	)
Equity in profit of an unconsolidated affiliate, net of tax			0				0				3
Net loss			(5,334	)			(4,299	)			(4,260	)
Less: loss attributable to non-controlling interest			(1,564	)			(1,504	)			(1,123	)
Loss attributed to Vimicro International Corporation			(3,770	)			(2,795	)			(3,137	)
Other comprehensive income:
Foreign currency translation adjustment			1,102				458				84
Unrealized gain on marketable equity securities			380				263				911
Other comprehensive income			1,482				721				995
Comprehensive loss			(3,852	)			(3,578	)			(3,265	)
Less: comprehensive loss attributable to non-controlling interest			(1,107	)			(1,319	)			(1,126	)
Comprehensive loss attributable to Vimicro International Corporation			(2,745	)			(2,259	)			(2,139	)
Loss per share
Basic			(0.03	)			(0.02	)			(0.02	)
Diluted			(0.03	)			(0.02	)			(0.02	)
Loss per ADS
Basic			(0.10	)			(0.08	)			(0.08	)
Diluted			(0.10	)			(0.08	)			(0.08	)
Weighted average number of ordinary shares outstanding
Basic			147,937,401				147,690,245				148,483,022
Diluted			147,937,401				147,690,245				148,483,022
Weighted average number of ADS outstanding
Basic			36,984,350				36,922,561				37,120,755
Diluted			36,984,350				36,922,561				37,120,755
Components of share-based compensation expenses are included in the following expense captions:
R&D			(503	)			(422	)			(510	)
S&M			(45	)			(50	)			(53	)
G&A			(519	)			(477	)			(563	)
Total			(1,067	)			(949	)			(1,126	)

Note: Certain amounts in prior periods were reclassified to conform to current period presentation.

 

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Vimicro International Corporation

Consolidated Balance Sheets

(Amounts expressed in thousands of U.S. dollars, except number of share data)

 

		9/30/2010				12/31/2009
		(unaudited)				(audited)
Assets
Current assets:
Cash and cash equivalents			81,214				84,510
Short-term time deposits			12,235				43,935
Restricted cash			1,627				132
Marketable equity securities			1,198				543
Accounts receivable, net of provision for doubtful accounts			15,144				9,462
Notes receivable			478				—
Inventories			17,586				8,804
Prepayments and other current assets			7,714				4,155
Deferred tax assets			3				3
Total current assets			137,199				151,544
Property, equipment and software, net			9,743				9,015
Land use rights			20,512				10,905
Intangible assets, net			3,144				3,819
Goodwill			2,057				2,019
Other assets			979				973
Total assets			173,634				178,275
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable			6,194				4,958
Notes payable			244				—
Taxes payable			1,529				879
Advances from customers			605				649
Accrued expenses and other current liabilities			6,150				5,900
Deferred government grants			3,908				3,844
Deferred tax liabilities			57				0
Total current liabilities			18,687				16,230
Non-Current liabilities:
Deferred tax liabilities			30				196
Product warranty			90				25
Total liabilities			18,807				16,451
Shareholders’ equity:
Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 148,024,068 and 147,643,168 shares issued and outstanding as of September 30, 2010 and December 31, 2009, respectively			15				15
Additional paid-in capital			155,457				151,672
Treasury stock			(2,664	)			(2,664	)
Accumulated other comprehensive income			11,574				9,967
Accumulated deficit			(46,759	)			(35,786	)
Statutory reserve			2,782				2,782
Total shareholders equity attributable to Vimicro International Corporation			120,405				125,986
Noncontrolling interest			34,422				35,838
Total shareholders’ equity			154,827				161,824
Total liabilities and shareholders’ equity			173,634				178,275

 

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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.

 

Date: November 30, 2010

 

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