8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 02, 2012

MEMSIC, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33813	04-3457049
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One Tech Drive, Suite 325, Andover, MA 01810

(Address of principal executive offices) (Zip Code)

One Tech Drive, Suite 325, Andover, MA 01810

(Mailing Address)

(978) 738-0900

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below).

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02                      Results of Operations and Financial Condition

On August 2, 2012, we issued a press release announcing our financial results for the quarter ended June 30, 2012. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01                      Financial Statements and Exhibits

(d) Exhibits

			Incorporated by Reference
Exhibit No.	Description	Furnished with this Form 8-K	Form	Filing Date	Exhibit No
99.1	Press release dated August 2, 2012.	X

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.

MEMSIC, INC.
By:	/s/ Patricia Niu
	Patricia Niu
	Chief Financial Officer

Date: August 2, 2012

EX-99.1

Exhibit 99.1

­ MEMSIC Announces Second-Quarter 2012 Results

ANDOVER, Mass., August 2, 2012 – MEMSIC, Inc. (NasdaqGM: MEMS), a leading MEMS sensing solution provider, today announced financial results for the second quarter ended June 30, 2012.

· Net sales totaled $14.4 million compared to $15.4 million in the 2011 quarter.

· Gross margin was 40.1% compared to 32.5% in the 2011 quarter.

· Operating expenses totaled $6.2 million compared to $6.6 million in the 2011 quarter.

· GAAP net loss was $0.5 million, or $0.02 per diluted share, compared to $1.1 million, or $0.05 per diluted share, in the 2011 quarter.

· EBITDA was $0.8 million, compared to ($0.1) million in the 2011 quarter.

For the six months ended June 30, 2012, net sales totaled $34.4 million compared to $28.3 million in the first six months of 2011.  Net income totaled $0.7 million, or $0.03 per diluted share, compared to a net loss of $2.4 million, or $0.10 per diluted share in the prior-year period. EBITDA totaled $3.2 million compared to ($0.3) million in the 2011 period.

“Although we experienced a revenue drop from one large mobile customer, we achieved gross margin improvement in the quarter,” commented MEMSIC Chairman, President and CEO Dr. Yang Zhao. “We understand that focusing on the right customer base is important to MEMSIC’s long-term growth and prosperity.

 “We are pursuing margin improvement by taking steps to further diversify our sensor business into selected market segments, particularly the market for high-precision industrial and automotive applications.  We are bringing even more engineering and marketing resources to bear on these markets so we can take full advantage of the opportunities they offer and the technology platform we have established.  Leveraging our high-performance and broad product line of sensors and integrated sensor system products,we are targeting the customers that offer long-term opportunity and bottom-line advantages for MEMSIC.”

Recent Developments

· MEMSIC’s mass flow sensor module was awarded a Best of Sensors Expo Honorable Mention by Sensors Magazine.  The award was presented at the Sensors Expo & Conference in Rosemont, IL in June 2012.   Winners were honored for exceptional innovation, integration and ease of use, among other factors.

Outlook

· Revenue is expected to be between $14 million and $16 million for the third quarter of 2012.

· GAAP net loss is expected to be in the range of $0.03 to $0.05 per share for the third quarter of 2012.

· Average diluted share count for the 2012 third quarter is estimated to be approximately 24.5 million.

Conference Call

Management will hold a conference call and webcast at 5:00 p.m. EDT on Thursday, August 2, 2012 to review and discuss the Company's results.

What:	MEMSIC 2Q 2012 financial results conference call and webcast
When:	Thursday, August 2, 2012
Time:	5:00 p.m. EDT
Live Call:	(877) 291-1367, domestic
	(914) 495-8534, international
Replay:	(855) 859-2056, pass code 10446278, domestic
	(404) 537-3406, pass code 10446278, international
Webcast:	http://investor.memsic.com (live and replay)

What:	MEMSIC 2Q 2012 financial results conference call and webcast
When:	Thursday, August 2, 2012
Time:	5:00 p.m. EDT
Live Call:	(877) 291-1367, domestic
	(914) 495-8534, international
Replay:	(855) 859-2056, pass code 10446278, domestic
	(404) 537-3406, pass code 10446278, international
Webcast:	http://investor.memsic.com (live and replay)

About Non-GAAP Financial Information

EBITDA is a measure used by management to evaluate the Company’s ongoing operations and as a general indicator of its operating cash flow (in conjunction with a cash flow statement that also includes, among other items, changes in working capital and the effect of non-cash charges). The Company defines EBITDA as net income, plus interest expense net of interest income, provision for income taxes, and depreciation and amortization. Management believes EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the comparative evaluation of companies. Because not all companies use identical calculations, the Company's presentation of EBITDA and EBITDA per share may not be comparable to similarly titled measures of other companies. EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, EBITDA is not intended to be a measure of free cash flow for management's discretionary use as it does not reflect certain cash requirements such as interest payments, tax payments and debt service requirements.

Pursuant to the requirements of Regulation G, we have provided a reconciliation of EBITDA to GAAP net income as an exhibit to this release.

About MEMSIC, Inc.

MEMSIC, Inc., headquartered in Andover, Massachusetts, provides advanced semiconductor sensors and multi-sensor system solutions based on micro-electromechanical systems (MEMS) technology and sophisticated integration technologies in both the IC level and module level. MEMSIC's unique and proprietary approach combines leading-edge sensor technologies, such as magnetic sensors and accelerometers, with mixed signal processing circuitry to produce reliable, high quality, cost-effective solutions for the mobile phone, automotive, consumer, industrial, and general aviation markets. The company’s shares are listed on the NASDAQ Stock Exchange (NASDAQ GM: MEMS).

Safe Harbor Statement

Statements included in this press release that are not historical in nature are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements for reasons identified under the heading "Risk Factors" in the Company's most recent annual report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission. The forward-looking statements contained in this press release are made as of the date hereof, and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of future events, new information or otherwise.

Source:  MEMSIC, Inc.

Company Contact: Patricia Niu MEMSIC, Inc. Chief Financial Officer 978-738-0900   Investor Contact: Harriet Fried / Jody Burfening LHA (212) 838-3777 ir@memsic.com

MEMSIC, Inc.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	24,016,667		$	51,914,128
Restricted cash		2,924,181			3,791,189
Short-term investments		34,888,943			6,814,728
Accounts receivable, net of allowance for doubtful accounts of $6,441 as of June 30, 2012 and December 31, 2011
Inventories		10,902,304			11,459,153
Other current assets		2,495,971			2,050,787
Total current assets		79,334,432			82,098,889
Property and equipment, net		29,991,934			30,998,489
Long-term investments		2,600,000			2,600,000
Goodwill		570,979			606,976
Intangible assets, net		10,334,402			11,091,532
Other assets		138,974			136,633
Total assets	$	122,970,721		$	127,532,519
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	3,830,804		$	8,439,605
Accrued expenses		2,936,261			2,630,966
Advance research funding		2,924,181			3,791,189
Current portion of note payable to bank		1,000,000			500,000
Total current liabilities		10,691,246			15,361,760
Note payable to bank, net of current portion		16,430,000			17,430,000
Building liability		7,977,739			8,161,288
Other liabilities		106,343			124,180
Total other liabilities		24,514,082			25,715,468
Stockholders’ equity:
Common stock, $0.00001 par value; authorized, 45,000,000 shares; 24,128,614 and 23,983,813 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively		241			240
Additional paid-in capital		102,210,810			101,266,272
Accumulated other comprehensive income		4,035,217			4,363,930
Accumulated deficit		(19,169,045	)		(19,908,135	)
MEMSIC, Inc. stockholders' equity		87,077,223			85,722,307
Non-controlling interest related to joint ventures		688,170			732,984
Total stockholders' equity		87,765,393			86,455,291
Total liabilities and stockholders’ equity	$	122,970,721		$	127,532,519

MEMSIC, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2012			2011			2012			2011
Net sales	$	14,415,237		$	15,372,634		$	34,432,290		$	28,327,554
Cost of goods sold		8,630,850			10,374,465			21,230,804			18,387,664
Gross profit		5,784,387			4,998,169			13,201,486			9,939,890
Operating expenses:
Research and development		1,769,201			2,112,136			3,472,360			4,409,973
Sales and marketing		1,228,408			1,529,907			2,660,707			2,994,653
General and administrative		2,399,923			2,096,988			4,635,995			3,976,879
Depreciation		378,354			422,982			817,295			797,351
Amortization		413,886			402,231			810,008			808,166
Total operating expenses		6,189,772			6,564,244			12,396,365			12,987,022
Operating income (loss)		(405,385	)		(1,566,075	)		805,121			(3,047,132	)
Other income:
Interest and dividend income		125,259			98,366			233,034			181,855
Foreign exchange (loss) gain		(193,190	)		328,799			(225,453	)		519,475
Other, net		25,468			13,844			38,641			82,420
Total other income (expense)		(42,463	)		441,009			46,222			783,750
Profit (loss) before income taxes		(447,848	)		(1,125,066	)		851,343			(2,263,382	)
Provision (benefit) for income taxes		29,355			(3,084	)		97,938			114,310
Net income (loss)		(477,203	)		(1,121,982	)		753,405			(2,377,692	)
Less: net income (loss) attributable to non-controlling interests		(15,789	)		(13,681	)		14,315			58,790
Net income (loss) attributable to MEMSIC, Inc.	$	(461,414	)	$	(1,108,301	)	$	739,090		$	(2,436,482	)
Net income (loss) per common share attributable to MEMSIC, Inc.:
Basic	$	(0.02	)	$	(0.05	)	$	0.03		$	(0.10	)
Diluted	$	(0.02	)	$	(0.05	)	$	0.03		$	(0.10	)
Weighted average shares outstanding used in calculating net income (loss) per common share:
Basic		23,986,332			23,823,321			23,919,650			23,818,467
Diluted		23,986,332			23,823,321			24,404,777			23,818,467

MEMSIC, Inc.

Reconciliation of Net Income (Loss) to Earnings Before Interest, Taxes and Depreciation and Amortization (EBITDA) (Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2012			2011			2012			2011
Net income (loss)	$	(461,414	)	$	(1,108,301	)	$	739,090		$	(2,436,482	)
Interest (income) expense, net		(125,259	)		(98,366	)		(233,034	)		(181,855	)
Income tax expense		29,355			(3,084	)		97,938			114,310
Depreciation and amortization		1,305,595			1,085,682			2,613,747			2,155,002
EBITDA	$	748,277		$	(124,069	)	$	3,217,741		$	(349,025	)