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UNITED STATES
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 9, 2023



Alpha and Omega Semiconductor Limited
(Exact name of registrant as specified in its charter)

 
Bermuda
 
001-34717
 
77-0553536
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
Clarendon House
2 Church Street
Hamilton HM 11

Bermuda
(Address of principal registered offices)
(408) 830-9742
(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))

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 Shares
AOSL
The NASDAQ Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

Item 2.02. Results of Operations and Financial Condition.
The information in Item 2.02 of this Current Report, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing.
On August 9, 2023, Alpha and Omega Semiconductor Limited (the “Company”) issued a press release regarding its financial results for its fiscal fourth quarter and fiscal year ended June 30, 2023.  A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

      (d)   Exhibits.
 


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 9, 2023

 
Alpha and Omega Semiconductor Limited
 
 
 
 
By:
/s/    Yifan Liang
 
Name:
Yifan Liang
 
Title:
Chief Financial Officer and Corporate Secretary

EX-99.1 2 a53518786_ex991.htm EXHIBIT 99.1
Exhibit 99.1

Alpha and Omega Semiconductor Reports Financial Results for Fiscal Fourth Quarter and Fiscal Year Ended June 30, 2023

SUNNYVALE, Calif.--(BUSINESS WIRE)--August 9, 2023--Alpha and Omega Semiconductor Limited (“AOS”) (NASDAQ: AOSL) today reported financial results for the fiscal fourth quarter and the fiscal year ended June 30, 2023.

The results for the fiscal fourth quarter ended June 30, 2023 were as follows:

GAAP Financial Comparison

Quarterly

(in millions, except percentage and per share data)

(unaudited)

 

 

Three Months Ended

 

 

June 30, 2023

 

March 31, 2023

 

June 30, 2022

Revenue

 

$

161.5

 

 

$

132.6

 

 

$

194.0

 

Gross Margin

 

 

27.6

%

 

 

23.2

%

 

 

32.6

%

Operating Income (Loss)

 

$

2.6

 

 

$

(14.4

)

 

$

18.1

 

Net Income (Loss) Attributable to AOS

 

$

(1.1

)

 

$

(18.9

)

 

$

15.1

 

Net Income (Loss) Attributable to AOS Per Share - Diluted

 

$

(0.04

)

 

$

(0.68

)

 

$

0.53

 

Non-GAAP Financial Comparison

Quarterly

(in millions, except percentage and per share data)

(unaudited)

 

 

Three Months Ended

 

 

June 30, 2023

 

March 31, 2023

 

June 30, 2022

Revenue

 

$

161.5

 

 

$

132.6

 

 

$

194.0

 

Non-GAAP Gross Margin

 

 

28.5

%

 

 

25.1

%

 

 

33.8

%

Non-GAAP Operating Income (Loss)

 

$

6.9

 

 

$

(2.9

)

 

$

28.9

 

Non-GAAP Net Income (Loss) Attributable to AOS

 

$

5.7

 

 

$

(5.9

)

 

$

27.1

 

Non-GAAP Net Income (Loss) Attributable to AOS Per Share - Diluted

 

$

0.19

 

 

$

(0.21

)

 

$

0.95

 

The non-GAAP financial measures in the schedule above and under the section "Financial Result for Fiscal Q4 Ended June 30, 2023" below exclude the effect of share-based compensation expenses, amortization of purchased intangible, legal costs related to government investigation, equity method investment loss from equity investee, and income tax effect of non-GAAP adjustments in each of the periods presented. A detailed reconciliation of GAAP and non-GAAP financial measures is included at the end of this press release.

The results for the fiscal year ended June 30, 2023 and 2022 were as follows:


GAAP Financial Comparison

Annually

(in millions, except percentage and per share data)

(unaudited)

 

 

Year Ended June 30,

 

 

2023

 

2022

Revenue

 

$

691.3

 

 

$

777.6

 

Gross Margin

 

 

28.9

%

 

 

34.5

%

Operating Income

 

$

22.5

 

 

$

102.0

 

Net Income Attributable to AOS

 

$

12.4

 

 

$

453.2

 

Net Income Per Share attributable to AOS - Diluted

 

$

0.42

 

 

$

16.07

 

Non-GAAP Financial Comparison

Annually

(in millions, except percentage and per share data)

(unaudited)

 

 

Year Ended June 30,

 

 

2023

 

2022

Revenue

 

$

691.3

 

 

$

777.6

 

Non-GAAP Gross Margin

 

 

30.2

%

 

 

35.6

%

Non-GAAP Operating Income

 

$

63.9

 

 

$

137.6

 

Non-GAAP Net Income Attributable to AOS

 

$

55.0

 

 

$

128.6

 

Non-GAAP Net Income Per Share Attributable to AOS - Diluted

 

$

1.86

 

 

$

4.56

 

The non-GAAP financial measures in the schedule above exclude the effect of share-based compensation expenses, amortization of purchased intangible, legal costs related to government investigation, equity method investment loss from equity investee, and income tax effect of non-GAAP adjustments for fiscal years ended June 30, 2023 and 2022, and gain on deconsolidation and changes of equity interest in the JV Company for the fiscal year ended June 30, 2022. A detailed reconciliation of GAAP and non-GAAP financial measures is included at the end of this press release.

Financial Results for Fiscal Q4 Ended June 30, 2023

  • Revenue was $161.5 million, a decrease of 16.7% from the same quarter last year and an increase of 21.9% quarter-over-quarter.
  • GAAP gross margin was 27.6%, down from 32.6% year-over-year and up from 23.2% in the prior quarter.
  • Non-GAAP gross margin was 28.5%, down from 33.8% from the same quarter last year and up from 25.1% in the prior quarter.
  • GAAP operating expenses were $42.0 million, down from $45.2 million in the prior quarter and down from $45.1 million from the same quarter last year.
  • Non-GAAP operating expenses were $39.1 million, an increase of $2.9 million from last quarter and an increase of $2.4 million from the same quarter last year.
  • GAAP operating income was $2.6 million, as compared to $18.1 million from the same quarter last year and an operating loss of $14.4 million in the prior quarter.
  • Non-GAAP operating income was $6.9 million as compared to $28.9 million for the same quarter last year and an operating loss of $2.9 million from last quarter.
  • GAAP net loss per share attributable to AOS was $0.04, compared to $0.68 for the prior quarter and $0.53 earnings per share for the same quarter last year.
  • Non-GAAP earnings per share attributable to AOS was $0.19, compared to $0.95 for the same quarter last year and $0.21 net loss per share for the prior quarter.
  • Consolidated cash flow used in operating activities was $28.2 million, as compared to $11.6 million of cash flow provided by operating activities in prior quarter.
  • The Company closed the quarter with $195.2 million of cash and cash equivalents.

AOS Chief Executive Officer Stephen Chang commented, “Our fiscal Q4 revenue was above the mid-point of our guidance and gross margin was above the high-end of our guidance. Revenue was $161.5 million, non-GAAP gross margin was 28.5% and non-GAAP EPS was $0.19. Our performance this quarter was driven by a solid recovery across notebook and desktop computing applications and strength in our diversified customer base and product portfolio in Power Supply and Industrial end markets. Even though broader market consumer demand continues to be weak, we are optimistic that the worst phase of this cycle is behind us.”

Mr. Chang concluded, “Looking into the rest of the calendar year 2023, we anticipate further recovery in our seasonally strongest September quarter, driven by fall smartphone launches, PC demand and solar. While we remain cautious, we expect to navigate the current tough macroeconomic environment better than the broader market that we serve, thanks to our robust Tier 1 customer partnerships, leading market share, as well as a much more diversified total solutions product portfolio serving a broader set of end markets across consumer, commercial and industrial use cases.”

Business Outlook for Fiscal Q1 Ending September 30, 2023

The following statements are based on management's current expectations. These statements are forward-looking, and actual results may differ materially. AOS undertakes no obligation to update these statements.

  • Revenue is expected to be $180 million plus or minus $10 million.
  • Gross margin is expected to be 27.2% plus or minus 1%. Non-GAAP gross margin is expected to be 28.5% plus or minus 1%.
  • GAAP operating expenses are expected to be in the range of $48.0 million, plus or minus $1 million. Non-GAAP operating expenses are expected to be in the range of $40.0 million plus or minus $1 million.
  • Interest expense is expected to be $1.2 million, and
  • Tax expense is expected to be $0.8 million to $1.2 million.

Conference Call and Webcast

AOS plans to hold an investor teleconference and live webcast to discuss the financial results for the fiscal fourth quarter and the fiscal year ended June 30, 2023 today, August 9, 2023 at 2:00 p.m. PT / 5:00 p.m. ET. To listen to the live conference call, please dial +1 (844) 200-6205 or +1 (929) 526-1599 if dialing from outside the United States and Canada. The access code is 379676. A live webcast of the call will also be available in the "Events & Presentations" section of the Company's investor relations website, http://investor.aosmd.com. The webcast replay will be available for seven days after the live call on the same website. In addition, a copy of the script of management's prepared remarks and a live webcast of the call will also be available in the "Events & Presentations" section of the Company's investor relations website, http://investor.aosmd.com.


Forward Looking Statements

This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management's judgment, beliefs, current trends, and anticipated product performance. These forward-looking statements include, without limitation, market trends in the semiconductor industry; our ability to mitigate economic downturns and expected recovery timeline; seasonality of our business, anticipated earnings power and non-GAAP EPS on an annual basis, our growth opportunities and new markets, our annual revenue target, projected amount of revenue, gross margin, operating income (loss), income tax expenses, net income (loss), and share-based compensation expenses, non-GAAP gross margin, non-GAAP operating expenses, income tax expenses, our objectives to achieve revenue target, our ability to continue to win and acquire market share and other information under the section entitled “Business Outlook for Fiscal Q1 Ending September 30, 2023”. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to, the state of semiconductor industry and macroeconomic environment; seasonality of our markets; decline of the PC industry and our ability to respond to such decline; our lack of control over the joint venture in China; difficulties and challenges in executing our diversification strategy into different market segments; ordering pattern from distributors and seasonality; changes in regulatory environment; our ability to introduce or develop new and enhanced products that achieve market acceptance; decline of PC markets; the actual product performance in volume production; the quality and reliability of our product, our ability to achieve design wins; the general business and economic conditions; our ability to maintain factory utilization at a desirable level; and other risks as described in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 to be filed by AOS with the SEC and other periodic reports we filed with the SEC. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today's date, unless otherwise stated, and AOS undertakes no duty to update such information, except as required under applicable law.

Use of Non-GAAP Financial Measures

To supplement our unaudited consolidated financial statements presented on a basis consistent with U.S. GAAP, we disclose certain non-GAAP financial measures for our historical performance, including non-GAAP gross profit, gross margin, operating expenses, operating income (loss), net income (loss) attributable to AOS, diluted earnings (loss) per share ("EPS") and EBITDAS. These supplemental measures exclude, among other items, share-based compensation expenses, legal and profession fees related to government investigation, amortization of purchased intangible, income tax effect of non-GAAP adjustments, equity method investment loss from equity investee, and gain on deconsolidation and changes of the equity interest in the JV Company. We also disclose certain non-GAAP financial measures in our guidance for the next quarter, including non-GAAP gross margin and operating expenses. We believe that these historical and forecast non-GAAP financial measures provide useful information to both management and investors by excluding certain items and expenses that are not indicative of our core operating results or do not reflect our normal business operations. In addition, our management uses non-GAAP measures to compare our performance relative to forecasts and to benchmark our performance externally against competitors. Our use of non-GAAP financial measures has certain limitations in that such non-GAAP financial measures may not be directly comparable to those reported by other companies. For example, the terms used in this press release, such as non-GAAP net income (loss) or non-GAAP operating expenses, do not have a standardized meaning. Other companies may use the same or similarly named measures, but exclude different items, which may not provide investors with a comparable view of our performance in relation to other companies. In addition, we included the amount of income tax effect of non-GAAP adjustments in the non-GAAP net income (loss) of reconciliation table for all periods presented as the management believes that such non-GAAP presentation provides useful information to investors, even though the amounts are not significant. We seek to compensate for the limitation of our non-GAAP presentation by providing a detailed reconciliation of the non-GAAP financial measures to the most directly comparable U.S. GAAP measures both in the text in this press release and in the tables attached hereto. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures.

About Alpha and Omega Semiconductor

Alpha and Omega Semiconductor Limited, or AOS, is a designer, developer, and global supplier of a broad range of power discretes, ICs, modules, and digital power solutions, including a wide portfolio of Power MOSFET, SiC, IGBT, IPM, TVS, Gate Drivers, Power IC, and Digital Power products. AOS has developed extensive intellectual property and technical knowledge that encompasses the latest advancements in the power semiconductor industry, which enables us to introduce innovative products to address the increasingly complex power requirements of advanced electronics. AOS differentiates itself by integrating its Discrete and IC semiconductor process technologies, product design, and advanced packaging know-how to develop high performance power management solutions. AOS’ portfolio of products targets high-volume applications, including portable computers, graphic cards, flat panel TVs, home appliances, smart phones, battery packs, quick chargers, home appliances, consumer and industrial motor controls and power supplies for TVs, computers, servers and telecommunications equipment. For more information, please visit www.aosmd.com.

The following unaudited consolidated financial statements are prepared in accordance with U.S. GAAP.


Alpha and Omega Semiconductor Limited

Condensed Consolidated Statements of Operations

(in thousands, except percentages and per share amounts)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Fiscal Year Ended

 

June 30,
2023

 

March 31,
2023

 

June 30,
2022

 

June 30,
2023

 

June 30,
2022

 

 

 

 

 

 

 

 

 

 

Revenue

$

161,525

 

 

$

132,560

 

 

$

193,959

 

 

$

691,321

 

 

$

777,552

 

Cost of goods sold

 

116,944

 

 

 

101,774

 

 

 

130,737

 

 

 

491,785

 

 

 

508,996

 

Gross profit

 

44,581

 

 

 

30,786

 

 

 

63,222

 

 

 

199,536

 

 

 

268,556

 

Gross margin

 

27.6

%

 

 

23.2

%

 

 

32.6

%

 

 

28.9

%

 

 

34.5

%

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

22,711

 

 

 

22,578

 

 

 

20,386

 

 

 

88,146

 

 

 

71,259

 

Selling, general and administrative

 

19,258

 

 

 

22,610

 

 

 

24,696

 

 

 

88,861

 

 

 

95,259

 

Total operating expenses

 

41,969

 

 

 

45,188

 

 

 

45,082

 

 

 

177,007

 

 

 

166,518

 

Operating income (loss)

 

2,612

 

 

 

(14,402

)

 

 

18,140

 

 

 

22,529

 

 

 

102,038

 

 

 

 

 

 

 

 

 

 

 

Other income (loss), net

 

(298

)

 

 

(513

)

 

 

279

 

 

 

(1,730

)

 

 

999

 

Interest income (expense), net

 

(87

)

 

 

5

 

 

 

(895

)

 

 

(1,087

)

 

 

(3,920

)

Gain on deconsolidation of the JV Company

 

 

 

 

 

 

 

 

 

 

 

 

 

399,093

 

Loss on changes of equity interest in the JV Company, net

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,140

)

Net income before income taxes

 

2,227

 

 

 

(14,910

)

 

 

17,524

 

 

 

19,712

 

 

 

495,070

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

387

 

 

 

2,517

 

 

 

940

 

 

 

5,937

 

 

 

39,258

 

Net income (loss) before loss from equity method investment

 

1,840

 

 

 

(17,427

)

 

 

16,584

 

 

 

13,775

 

 

 

455,812

 

Equity method investment loss from equity investee

 

(2,944

)

 

 

(1,480

)

 

 

(1,493

)

 

 

(1,411

)

 

 

(2,629

)

Net income (loss)

 

(1,104

)

 

 

(18,907

)

 

 

15,091

 

 

 

12,364

 

 

 

453,183

 

Net income attributable to noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

20

 

Net income (loss) attributable to Alpha and Omega Semiconductor Limited

$

(1,104

)

 

$

(18,907

)

 

$

15,091

 

 

$

12,364

 

 

$

453,163

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share attributable to Alpha and Omega Semiconductor Limited

 

 

 

 

 

 

 

 

 

Basic

$

(0.04

)

 

$

(0.68

)

 

$

0.55

 

 

$

0.45

 

 

$

16.93

 

Diluted

$

(0.04

)

 

$

(0.68

)

 

$

0.53

 

 

$

0.42

 

 

$

16.07

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares attributable to Alpha and Omega Semiconductor Limited used to compute net income (loss) per share:

 

 

 

 

 

 

 

 

 

Basic

 

27,598

 

 

 

27,710

 

 

 

27,269

 

 

 

27,552

 

 

 

26,764

 

Diluted

 

27.598

 

 

 

27,710

 

 

 

28,466

 

 

 

29,528

 

 

 

28,203

 


Alpha and Omega Semiconductor Limited

Condensed Consolidated Balance Sheets

(in thousands, except par value per share)

(unaudited)

 

June 30, 2023

 

June 30, 2022

ASSETS

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

195,188

 

 

$

314,352

 

Restricted cash

 

415

 

 

 

299

 

Accounts receivable, net

 

22,420

 

 

 

65,681

 

Inventories

 

183,247

 

 

 

158,040

 

Other current assets

 

22,666

 

 

 

11,220

 

Total current assets

 

423,936

 

 

 

549,592

 

Property, plant and equipment, net

 

357,831

 

 

 

318,666

 

Operating lease right-of-use assets, net

 

24,349

 

 

 

23,674

 

Intangible assets, net

 

6,765

 

 

 

10,050

 

Equity method investment

 

366,617

 

 

 

378,378

 

Deferred income tax assets

 

536

 

 

 

592

 

Other long-term assets

 

19,703

 

 

 

17,677

 

Total assets

$

1,199,737

 

 

$

1,298,629

 

LIABILITIES AND EQUITY

 

 

 

Current liabilities:

 

 

 

Accounts payable

$

50,775

 

 

$

87,377

 

Accrued liabilities

 

79,533

 

 

 

116,893

 

Payable related to equity investee, net

 

11,950

 

 

 

28,989

 

Income taxes payable

 

5,546

 

 

 

4,248

 

Short-term debt

 

11,434

 

 

 

25,563

 

Deferred revenue

 

8,073

 

 

 

 

Finance lease liabilities

 

867

 

 

 

802

 

Operating lease liabilities

 

4,383

 

 

 

3,850

 

Total current liabilities

 

172,561

 

 

 

267,722

 

Long-term debt

 

38,360

 

 

 

42,486

 

Income taxes payable - long-term

 

2,817

 

 

 

2,158

 

Deferred income tax liabilities

 

27,283

 

 

 

28,757

 

Finance lease liabilities - long-term

 

3,216

 

 

 

3,932

 

Operating lease liabilities - long-term

 

20,544

 

 

 

20,878

 

Other long-term liabilities

 

51,037

 

 

 

78,603

 

Total liabilities

 

315,818

 

 

 

444,536

 

Equity:

 

 

 

Preferred shares, par value $0.002 per share:

 

 

 

Authorized: 10,000 shares; issued and outstanding: none at June 30, 2023 and 2022

 

 

 

 

 

Common shares, par value $0.002 per share:

 

 

 

Authorized: 100,000 shares; issued and outstanding: 34,811 shares and 27,654 shares, respectively at June 30, 2023 and 33,988 shares and 27,371 shares, respectively at June 30, 2022

 

70

 

 

 

68

 

Treasury shares at cost; 7,157 shares at June 30, 2023 and 6,617 shares at June 30, 2022

 

(79,365

)

 

 

(66,000

)

Additional paid-in capital

 

329,034

 

 

 

288,951

 

Accumulated other comprehensive income (loss)

 

(8,111

)

 

 

1,080

 

Retained earnings

 

642,291

 

 

 

629,994

 

Total equity

 

883,919

 

 

 

854,093

 

Total liabilities and equity

$

1,199,737

 

 

$

1,298,629

 


Alpha and Omega Semiconductor Limited

Selected Cash Flow Information

(in thousands)

(unaudited)

 

 

 

 

 

Fiscal Year Ended June 30,

 

2023

 

2022

Net cash provided by operating activities

$

20,473

 

 

$

218,865

 

Net cash used in investing activities

 

(109,630

)

 

 

(130,822

)

Net cash provided by (used in) financing activities

 

(29,611

)

 

 

21,854

 

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

(280

)

 

 

(59

)

Net increase (decrease) in cash, cash equivalents and restricted cash

 

(119,048

)

 

 

109,838

 

Cash, cash equivalents and restricted cash at beginning of year

 

314,651

 

 

 

204,813

 

Cash, cash equivalents and restricted cash at end of year

$

195,603

 

 

$

314,651

 


Alpha and Omega Semiconductor Limited

Reconciliation of Condensed Consolidated GAAP Financial Measures to Non-GAAP Financial Measures

(in thousands, except percentages and per share data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Fiscal Year Ended

 

June 30,
2023

 

March 31,
2023

 

June 30,
2022

 

June 30,
2023

 

June 30,
2022

 

 

 

 

 

 

 

 

 

 

GAAP gross profit

$

44,581

 

 

$

30,786

 

 

$

63,222

 

 

$

199,536

 

 

$

268,556

 

Share-based compensation

 

592

 

 

 

1,723

 

 

 

1,565

 

 

 

5,851

 

 

 

5,125

 

Amortization of purchased intangible

 

812

 

 

 

812

 

 

 

811

 

 

 

3,247

 

 

 

3,247

 

Non-GAAP gross profit

$

45,985

 

 

$

33,321

 

 

$

65,598

 

 

$

208,634

 

 

$

276,928

 

Non-GAAP gross margin as a % of revenue

 

28.5

%

 

 

25.1

%

 

 

33.8

%

 

 

30.2

%

 

 

35.6

%

 

 

 

 

 

 

 

 

 

 

GAAP operating expense

$

41,969

 

 

$

45,188

 

 

$

45,082

 

 

$

177,007

 

 

$

166,518

 

Share-based compensation

 

2,777

 

 

 

8,709

 

 

 

8,305

 

 

 

31,637

 

 

 

26,199

 

Legal costs related to government investigation

 

99

 

 

 

304

 

 

 

84

 

 

 

656

 

 

 

1,030

 

Non-GAAP operating expense

$

39,093

 

 

$

36,175

 

 

$

36,693

 

 

$

144,714

 

 

$

139,289

 

 

 

 

 

 

 

 

 

 

 

GAAP operating income (loss)

$

2,612

 

 

$

(14,402

)

 

$

18,140

 

 

$

22,529

 

 

$

102,038

 

Share-based compensation

 

3,369

 

 

 

10,432

 

 

 

9,870

 

 

 

37,488

 

 

 

31,324

 

Amortization of purchased intangible

 

812

 

 

 

812

 

 

 

811

 

 

 

3,247

 

 

 

3,247

 

Legal costs related to government investigation

 

99

 

 

 

304

 

 

 

84

 

 

 

656

 

 

 

1,030

 

Non-GAAP operating income (loss)

$

6,892

 

 

$

(2,854

)

 

$

28,905

 

 

$

63,920

 

 

$

137,639

 

Non-GAAP operating margin as a % of revenue

 

4.3

%

 

 

(2.2

)%

 

 

14.9

%

 

 

9.2

%

 

 

17.7

%

 

 

 

 

 

 

 

 

 

 

GAAP net income (loss) attributable to AOS

$

(1,104

)

 

$

(18,907

)

 

$

15,091

 

 

$

12,364

 

 

$

453,163

 

Share-based compensation

 

3,369

 

 

 

10,432

 

 

 

9,870

 

 

 

37,488

 

 

 

31,324

 

Amortization of purchased intangible

 

812

 

 

 

812

 

 

 

811

 

 

 

3,247

 

 

 

3,247

 

Gain on deconsolidation and changes of the equity interest in the JV Company

 

 

 

 

 

 

 

 

 

 

 

 

 

(395,953

)

Equity method investment loss from equity investee

 

2,944

 

 

 

1,480

 

 

 

1,493

 

 

 

1,411

 

 

 

2,629

 

Legal costs related to government investigation

 

99

 

 

 

304

 

 

 

84

 

 

 

656

 

 

 

1,030

 

Income tax effect of non-GAAP adjustments

 

(397

)

 

 

3

 

 

 

(234

)

 

 

(153

)

 

 

33,197

 

Non-GAAP net income (loss) attributable to AOS

$

5,723

 

 

$

(5,876

)

 

$

27,115

 

 

$

55,013

 

 

$

128,637

 

Non-GAAP net margin attributable to AOS as a % of revenue

 

3.5

%

 

 

(4.4

)%

 

 

14.0

%

 

 

8.0

%

 

 

16.5

%

 

 

 

 

 

 

 

 

 

 

GAAP net income (loss) attributable to AOS

$

(1,104

)

 

$

(18,907

)

 

$

15,091

 

 

$

12,364

 

 

$

453,163

 

Share-based compensation

 

3,369

 

 

 

10,432

 

 

 

9,870

 

 

 

37,488

 

 

 

31,324

 

Amortization and depreciation

 

12,045

 

 

 

11,006

 

 

 

8,588

 

 

 

43,207

 

 

 

42,851

 

Gain on deconsolidation and changes of the equity interest in the JV Company

 

 

 

 

 

 

 

 

 

 

 

 

 

(395,953

)

Equity method investment loss from equity investee

 

2,944

 

 

 

1,480

 

 

 

1,493

 

 

 

1,411

 

 

 

2,629

 

Interest expense (income), net

 

86

 

 

 

(5

)

 

 

895

 

 

 

1,087

 

 

 

3,920

 

Income tax expense

 

387

 

 

 

2,517

 

 

 

940

 

 

 

5,937

 

 

 

39,258

 

EBITDAS

$

17,727

 

 

$

6,523

 

 

$

36,877

 

 

$

101,494

 

 

$

177,192

 

 

 

 

 

 

 

 

 

 

 

GAAP diluted net income (loss) per share attributable to AOS

$

(0.04

)

 

$

(0.68

)

 

$

0.53

 

 

$

0.42

 

 

$

16.07

 

Share-based compensation

 

0.11

 

 

 

0.38

 

 

 

0.35

 

 

 

1.27

 

 

 

1.11

 

Amortization of purchased intangible

 

0.03

 

 

 

0.03

 

 

 

0.03

 

 

 

0.11

 

 

 

0.11

 

Gain on deconsolidation and changes of the equity interest in the JV Company

 

 

 

 

 

 

 

 

 

 

 

 

 

(14.04

)

Equity method investment loss from equity investee

 

0.10

 

 

 

0.05

 

 

 

0.05

 

 

 

0.05

 

 

 

0.09

 

Legal costs related to government investigation

 

0.00

 

 

 

0.01

 

 

 

0.00

 

 

 

0.02

 

 

 

0.04

 

Income tax effect of non-GAAP adjustments

 

(0.01

)

 

 

0.00

 

 

 

(0.01

)

 

 

(0.01

)

 

 

1.18

 

Non-GAAP diluted net income (loss) per share attributable to AOS

$

0.19

 

 

$

(0.21

)

 

$

0.95

 

 

$

1.86

 

 

$

4.56

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used to compute GAAP diluted net income (loss) per share

 

27,598

 

 

 

27,710

 

 

 

28,466

 

 

 

29,528

 

 

 

28,203

 

Shares used to compute Non-GAAP diluted net income (loss) per share

 

29,382

 

 

 

27,710

 

 

 

28,466

 

 

 

29,528

 

 

 

28,203

 

 

Contacts

Investor and media inquiries:

The Blueshirt Group
Gary Dvorchak, CFA
In US +1 323 240 5796
In China +86 (138) 1079-1480
gary@blueshirtgroup.com

Yujia Zhai
The Blueshirt Group
Yujia@blueshirtgroup.com
+1 (860) 214-0809

EX-99.2 3 a53518786_ex992.htm EXHIBIT 99.2
Exhibit 99.2


Alpha and Omega Semiconductor Limited
Prepared Remarks for the Investor Conference Call
for the Fiscal Fourth Quarter and Fiscal Year Ended June 30, 2023

August 9, 2023

Yujia Zhai

Good afternoon, everyone, and welcome to Alpha and Omega Semiconductor’s conference call to discuss fiscal 2023 fourth quarter and fiscal year-end financial results.  I am Yujia Zhai, Investor Relations representative for AOS.  With me today are Stephen Chang, our CEO, and Yifan Liang, our CFO.  This call is being recorded and broadcast live over the Web.  A replay will be available for seven days following the call via the link in the Investor Relations section of our website.

Our call will proceed as follows today. Stephen will begin business updates including strategic highlights, and a detailed segment report.  After that, Yifan will review the financial results and provide guidance for the September quarter.  Finally, we will have the Q&A session.

The earnings release was distributed over wire today, August 9, 2023, after the market close.  The release is also posted on the company's website.  Our earnings release and this presentation include non-GAAP financial measures.  We use non-GAAP measures because we believe they provide useful information about our operating performance that should be considered by investors in conjunction with the GAAP measures. A reconciliation of these non-GAAP measures to comparable GAAP measures is included in the earnings release.

We remind you that during this conference call, we will make certain forward-looking statements, including discussions of the business outlook and financial projections.  These forward-looking statements are based on management's current expectations and involve risks and uncertainties that could cause our actual results to differ materially from such expectations.  For a more detailed description of these risks and uncertainties, please refer to our recent and subsequent filings with the SEC.  We assume no obligations to update the information provided in today's call.

Now, I will turn the call over to our CEO, Stephen Chang. Stephen? Thank you, Yujia, and good afternoon, everyone.

Page 1
Stephen Chang


I will begin today with a high-level overview of our results and then jump into segment details.

Our team executed well and delivered an excellent quarter. Our fiscal Q4 revenue was above the mid-point of our guidance and gross margin was above the high-end of our guidance, which resulted in a solid bottom line. Revenue was $161.5 million, down 16.7% year-over-year and up 21.9% sequentially. Non-GAAP gross margin was 28.5%, and non-GAAP EPS was $0.19.  These results were driven by solid recovery across notebook and desktop computing applications and strength of our diversified customer base and product portfolio in Power Supply and Industrial end markets.

Recall from our prior quarter call, we said our calendar Q1 results reflected our efforts to bring customer inventory levels back into balance as quickly as possible. We were confident then that due to our resilient fundamentals, we would see a swift recovery in Q2 and continued recovery in Q3 as we go into our peak season. I’m happy to report that it is playing out in line with our expectations.

As for the broader market, end consumer demand continues to be soft, however, we are optimistic that the worst phase of this cycle is behind us. We anticipate further recovery in our September quarter, which seasonally has been our strongest quarter, driven by fall smartphone launches and back-to-school. While we remain cautious, we expect to navigate the current environment better than the broader market that we serve, thanks to our robust Tier 1 customer partnerships, leading market share, as well as a much more diversified total solutions product portfolio serving a broader set of end markets across consumer, commercial and industrial applications.

In terms of our operations, our near-term focus is on maintaining close collaboration with our customers while gearing up for our peak season to provide the best customer service possible. As we see repeatedly, by ensuring our products remain highly competitive, prioritizing long-term customer relationships, and consistently upholding our commitment to excellence and reputation as a reliable supplier, we become a favored partner of our customers.  As a result, they entrust us with more share. This approach has served as a cornerstone of our growth. It has helped us expand our Tier 1 customers across all our end markets, which in turn, creates a positive flywheel and marketing effect that propels us towards achieving our long-term goals.

With that, let me now cover our segment results and provide some guidance by segment for the next quarter.

Starting with Computing. June quarter revenue was down 41.8% year-over-year but up 36.8% sequentially and represented 32.2% of total revenue. These results were driven by a solid recovery in shipments across notebook and desktop computing applications following the sharp correction in the March quarter, which drew down inventories at our key customers. Looking forward into September, which is our seasonally strongest quarter, we continue to see encouraging recovery and expect further sequential growth in the high teens.

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Turning to the Consumer segment, June quarter revenue was up 18.8% year-over-year and down 1.9% sequentially and represented 27.1% of total revenue. Our year-over-year growth in this segment was driven by strong shipments into Gaming, E-Scooter and wearable applications. These results reflect our diversified product portfolio.  Over the last couple of years, we strategically focused on these consumer applications, targeting leading customers with our highly competitive low-to-medium voltage products. These initiatives broadened our revenue streams in this segment and enhanced our performance and helped us diversify our more traditional consumer areas such as TVs. For the September quarter, we do anticipate a 30% pull-back in this segment as Gaming begins an inventory correction after an extremely strong 12 months of shipments into the number one console manufacturer.

Next, let’s discuss the Communications segment, revenue in the June quarter declined 42.4% year-over-year and declined 10.7% sequentially, and represented 10.7% of total revenue. The drop in revenue was primarily attributable to the inventory correction in smartphones and 5G telecom infrastructure.  Fortunately, based on conversations with our customers and channel partners, we believe the inventory correction in smartphones is starting to abate, particularly in the premium tiers and we anticipate a solid recovery in the 2nd half of 2023 driven by our U.S. smartphone customer fall launch and further share gains with them. In the September quarter, which is our seasonally strongest quarter, we are expecting over a 70% recovery in revenue sequentially in this segment.

Now, let’s talk about our last segment, Power Supply and Industrial, which accounted for 25.7% of total revenue. June quarter revenue was better than our prior expectations, increasing 16.1% year-over-year and 57% sequentially. These results were driven by strong demand for high performance medium voltage MOSFETs used in quick chargers by our Tier 1 U.S. smartphone customer and China’s high-end smartphone OEMs. In addition, we saw stronger demand from other applications such as Solar and Power Tools. For the September quarter, we expect this segment to continue to be solid and be up low-single-digits sequentially.

In closing, as we stated last quarter, we believe the worst of the inventory correction in PCs and Smartphones has passed and we look forward to a solid second half of 2023. While we remain cautious beyond our near-term visibility, our fundamentals have never been stronger, driven by our leading technology, more diversified product portfolio, Tier 1 customer base in all our business segments, expanding manufacturing capability and supply chain. As such, we are confident we will emerge as an even stronger company on the other side of this cycle.

With that, I will now turn the call over to Yifan for a discussion of our fiscal fourth quarter and fiscal year-end financial results and our outlook for the next quarter.

Page 3
Yifan Liang (Chief Financial Officer)


Thank you, Stephen. Good afternoon everyone and thank you for joining us.

Revenue for the quarter was $161.5 million, up 21.9% sequentially but down 16.7% year-over-year.

In terms of product mix, DMOS revenue was $95.7 million, up 18.2% sequentially but down 30.8% over last year.  Power IC revenue was $58.9 million, up 24.2% from the prior quarter and 9.8% from a year ago.  Assembly service revenue was $0.6 million, as compared to $0.6 million last quarter and $2.0 million for the same quarter last year.  License and engineering service revenue was $6.3 million for the quarter versus $3.6 million in the prior quarter.

Non-GAAP gross margin was 28.5%, compared to 25.1% in the prior quarter and 33.8% a year ago.  The quarter-over-quarter increase in non-GAAP gross margin was mainly driven by the mix improvement and higher license and engineering service revenue.

Non-GAAP operating expenses were $39.1 million, compared to $36.2 million for the prior quarter and $36.7 million last year.  The quarter-over-quarter increase was primarily due to higher R&D engineering expenses and last quarter's reversal true-up in variable compensation accruals.

Non-GAAP tax expense was $0.8 million versus $2.5 million last quarter and $1.2 million in the prior year.  The quarter-over-quarter decrease was mainly resulted from higher actual R&D credit and the withholding tax paid last quarter related to the $18 million license fee we received.

Non-GAAP quarterly EPS was $0.19, compared to negative $0.21 last quarter and $0.95 a year ago.

Revenue for fiscal year ended June 30, 2023 was $691.3 million with non-GAAP EPS of $1.86, as compared to revenue of $777.6 million and non-GAAP EPS of $4.56 for the prior fiscal year.  The decrease in financial performance was largely due to the industry-wide inventory correction.

Moving on to cash flow.  Operating cash flow was negative $28.2 million, which reflected $3.8 million of repayment of customer deposits, an $11.3 million deposit that we made to secure SiC wafer supply, and fluctuation in working capital.  By comparison, operating cash flow in the prior quarter was positive $11.6 million and $25.7 million a year ago.  We expect to see a positive operating cash flow for the September quarter.  EBITDAS for the quarter was $17.7 million, compared to $6.5 million last quarter and $36.9 million for the same quarter last year.

A couple of other items that impacted our cash balance this quarter worth mentioning are that during the quarter, we repurchased 441,000 shares of our stock for $10.8 million under our previously announced share repurchase program.  In addition, we also repaid back $16.3 million of debt under bank loans that matured during the quarter.

Now let me turn to our balance sheet.

We completed the June quarter with a cash balance of $195.2 million, compared to $265.9 million at the end of last quarter.

Page 4
Net trade receivables were $22.4 million compared to $19.4 million at the end of the prior quarter.  Days Sales Outstanding were 19 days for the quarter versus 30 days for the prior quarter.

Net inventory was $183.2 million at quarter-end compared to $179.8 million at the end of the prior quarter and $158.0 million last year.  Average days in inventory were 140 days, compared to 152 days in the prior quarter.  We expect average days in inventory continue to improve along with our revenue recovery.

CapEx for the quarter was $19.2 million.  We expect CapEx for the September quarter to range from $15 million to $20 million.  We expect to complete our Oregon fab expansion in the September quarter.

Now, I would like to discuss September quarter guidance.

We expect:

Revenue to be approximately $180 million, plus or minus $10 million.
GAAP gross margin to be 27.2%, plus or minus 1%.  We anticipate non-GAAP gross margin to be 28.5%, plus or minus 1%.
GAAP operating expenses to be in the range of $48.0 million, plus or minus $1 million.  Non-GAAP operating expenses are expected to be in the range of $40.0 million, plus or minus $1 million.
Interest expense to be approximately $1.2 million, and
Income tax expense to be in the range of $0.8 million to $1.2 million.

With that, we will now open the call for questions.  Operator, please start the Q&A session.

Closing:
This concludes our earnings call today.  Thank you for your interest in AOS and we look forward to talking to you again next quarter.

Page 5
Special Notes Regarding Forward Looking Statements

This script contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management's judgment, beliefs, current trends, and anticipated product performance.  These forward looking statements include, without limitation, statements relating to projected amount of revenues, gross margin, operating expenses, operating income, tax expenses, net income, noncontrolling interest and share-based compensation expenses, annual revenue and growth objectives; statements regarding expected financial performance of market segments; the macroeconomic conditions and our expectation of recovery of current downturn; our ability and strategy to develop new products; fluctuation in customer demand and market segments; our share of Tier 1 customer, our ability to control and maintain manufacturing capacity; the execution of our business plan and strategies; and other information regarding the future development of our business. Forward looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to, the state of semiconductor industry and macroeconomic environment; decline of the PC industry and our ability to respond to such decline; our lack of control over the JV Company; difficulties and challenges in executing our diversification strategy into different market segments; changes in regulatory environment; ordering pattern and seasonality; our ability to introduce or develop new and enhanced products that achieve market acceptance; the actual product performance in volume production, the quality and reliability of our product, our ability to achieve design wins, the general business and economic conditions, our ability to maintain factory utilization at a desirable level; and other risks as described in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 to be filed by AOS. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements.  Although we believe that the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements.  You should not place undue reliance on these forward-looking statements.  All information provided in this press release is as of today's date, unless otherwise stated, and AOS undertakes no duty to update such information, except as required under applicable law.


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