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):  February 6, 2024



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 February 6, 2024, Alpha and Omega Semiconductor Limited (the “Company”) issued a press release regarding its financial results for the fiscal second quarter of 2024 ended December 31, 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.

              99.1
Press Release dated February 6, 2024
              99.2 Script of Prepared Remarks for Earnings Call



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: February 6, 2024

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

Exhibit 99.1

Alpha and Omega Semiconductor Reports Financial Results for the Fiscal Second Quarter of 2024 Ended December 31, 2023

SUNNYVALE, Calif.--(BUSINESS WIRE)--February 6, 2024--Alpha and Omega Semiconductor Limited (“AOS”) (NASDAQ: AOSL) today reported financial results for the fiscal second quarter of 2024 ended December 31, 2023.

The results for the fiscal second quarter of 2024 ended December 31, 2023 were as follows:

GAAP Financial Comparison

Quarterly

(in millions, except percentage and per share data)

(unaudited)

 

 

Three Months Ended

 

 

December 31,
2023

 

September 30,
2023

 

December 31,
2022

Revenue

 

$

165.3

 

 

$

180.6

 

 

$

188.8

 

Gross Margin

 

 

26.6

%

 

 

28.2

%

 

 

28.1

%

Operating Income (Loss)

 

$

(1.1

)

 

$

9.4

 

 

$

8.8

 

Net Income (Loss)

 

$

(2.9

)

 

$

5.8

 

 

$

6.3

 

Net Income (Loss) Per Share - Diluted

 

$

(0.10

)

 

$

0.19

 

 

$

0.21

 

Non-GAAP Financial Comparison

Quarterly

(in millions, except percentage and per share data)

(unaudited)

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

December 31,
2023

 

September 30,
2023

 

December 31,
2022

Revenue

 

$

165.3

 

 

$

180.6

 

 

$

188.8

 

Non-GAAP Gross Margin

 

 

28.0

%

 

 

28.8

%

 

 

29.5

%

Non-GAAP Operating Income

 

$

8.4

 

 

$

11.2

 

 

$

22.8

 

Non-GAAP Net Income

 

$

7.2

 

 

$

9.9

 

 

$

20.0

 

Non-GAAP Net Income Per Share - Diluted

 

$

0.24

 

 

$

0.33

 

 

$

0.67

 

The non-GAAP financial measures in the schedule above and under the section “Financial Results for Fiscal Q2 Ended December 31, 2023” below exclude the effect of share-based compensation expenses, amortization of purchased intangible, legal costs related to government investigation, equity method investment (income) 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.


Financial Results for Fiscal Q2 Ended December 31, 2023

  • Revenue was $165.3 million, a decrease of 8.5% from the prior quarter and a decrease of 12.4% from the same quarter last year.
  • GAAP gross margin was 26.6%, down from 28.2% in the prior quarter and down from 28.1% in the same quarter last year.
  • Non-GAAP gross margin was 28.0%, down from 28.8% in the prior quarter and down from 29.5% in the same quarter last year.
  • GAAP operating expenses were $45.1 million, up from $41.5 million in the prior quarter and up from $44.3 million in the same quarter last year.
  • Non-GAAP operating expenses were $37.9 million, down from $40.8 million from last quarter and up from $32.8 million in the same quarter last year.
  • GAAP operating loss was $1.1 million, down from $9.4 million of operating income in the prior quarter and down from $8.8 million of operating income in the same quarter last year.
  • Non-GAAP operating income was $8.4 million as compared to $11.2 million of operating income for the prior quarter and $22.8 million of operating income for the same quarter last year.
  • GAAP net loss per diluted share was $0.10, compared to $0.19 net income per share for the prior quarter, and $0.21 net income per share for the same quarter a year ago.
  • Non-GAAP net income per share was $0.24 compared to $0.33 net income per share for the prior quarter and $0.67 net income per share for the same quarter a year ago.
  • Consolidated cash flow used in operating activities was $23.5 million, as compared to $13.8 million of cash flow provided by operating activities in the prior quarter.
  • The Company closed the quarter with $162.3 million of cash and cash equivalents.

AOS Chief Executive Officer Stephen Chang commented, “Our fiscal Q2 results were in-line with our guidance driven by continued recovery across notebooks, desktop, smartphones, and power tools, offset by ongoing inventory correction in gaming and weak demand for quick chargers and solar.”

Mr. Chang continued, “Beyond normal seasonality, there are promising signs suggesting the cycle has bottomed. AOS's diverse product portfolio is mitigating short-term unpredictability while preparing us to take advantage of a broader market resurgence in the second half of calendar 2024 – especially as customers unveil new products featuring integrated power solutions with higher BOM content. More specifically, we are seeing encouraging near-term strength in graphics cards, AI accelerators for data centers, smartphones from Chinese OEMs, and e-mobility. We are confident that our leading technology, extensive and diverse product range, and Tier 1 customer base strategically positions AOS to navigate through the current cycle and thrive in the forthcoming one.”

Business Outlook for Fiscal Q3 Ending March 31, 2024

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.

Our expectations for the fiscal third quarter of year 2024 are as follows:

  • Revenue to be approximately $150 million, plus or minus $10 million.
  • GAAP gross margin to be 23.5%, plus or minus 1%. We anticipate non-GAAP gross margin to be 25.0%, plus or minus 1%. The quarter-over-quarter decrease in gross margin mainly reflects the lower factory utilization due to the seasonality and the Lunar New Year holiday.
  • GAAP operating expenses to be in the range of $46.7 million, plus or minus $1 million. Non-GAAP operating expenses are expected to be in the range of $39.5 million, plus or minus $1 million.
  • Interest expense to be approximately $1.0 million, and
  • Income tax expense to be approximately $1.1 million.

Conference Call and Webcast

AOS plans to hold an investor teleconference and live webcast to discuss the financial results for the fiscal second quarter ended December 31, 2023 today, February 6, 2024 at 2:00 p.m. PT / 5:00 p.m. ET. To listen to the live conference call, please dial +1 (833) 470-1428 or +1 (404) 975-4839 if dialing from outside the United States and Canada. The access code is 798862. 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 current cycles, seasonality of our business, our ability to penetrate new markets and achieve long-term growth, our ability to improve our financial performance in 2024, our 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 ability to continue to win and acquire market share and other information under the section entitled “Business Outlook for Fiscal Q3 Ending March 31, 2024”. 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 seasonality of our markets; government policies on our business operations in China; our lack of control over the joint venture in China; difficulties and challenges in executing our diversification strategy into different market segments; tariffs on goods from China; ordering pattern from distributors and seasonality; changes in regulatory environment and government investigation; 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 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), diluted earnings 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 and equity method investment loss (income) from equity investee. 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 semiconductors, including a wide portfolio of Power MOSFET, IGBT, IPM, TVS, HVIC, GaN/SiC, 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 condensed 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

 

Six Months Ended

 

December 31,
2023

 

September 30,
2023

 

December 31,
2022

 

December 31,
2023

 

December 31,
2022

 

 

 

 

 

 

 

 

 

 

Revenue

$

165,285

 

 

$

180,633

 

 

$

188,760

 

 

$

345,918

 

 

$

397,236

 

Cost of goods sold

 

121,284

 

 

 

129,708

 

 

 

135,719

 

 

 

250,992

 

 

 

273,067

 

Gross profit

 

44,001

 

 

 

50,925

 

 

 

53,041

 

 

 

94,926

 

 

 

124,169

 

Gross margin

 

26.6

%

 

 

28.2

%

 

 

28.1

%

 

 

27.4

%

 

 

31.3

%

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

22,919

 

 

 

22,113

 

 

 

21,468

 

 

 

45,032

 

 

 

42,857

 

Selling, general and administrative

 

22,216

 

 

 

19,431

 

 

 

22,788

 

 

 

41,647

 

 

 

46,993

 

Total operating expenses

 

45,135

 

 

 

41,544

 

 

 

44,256

 

 

 

86,679

 

 

 

89,850

 

Operating income (loss)

 

(1,134

)

 

 

9,381

 

 

 

8,785

 

 

 

8,247

 

 

 

34,319

 

 

 

 

 

 

 

 

 

 

 

Other income (loss), net

 

(472

)

 

 

26

 

 

 

(903

)

 

 

(446

)

 

 

(919

)

Interest income (expense), net

 

274

 

 

 

229

 

 

 

(397

)

 

 

503

 

 

 

(1,005

)

Net income (loss) before income taxes

 

(1,332

)

 

 

9,636

 

 

 

7,485

 

 

 

8,304

 

 

 

32,395

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

894

 

 

 

1,138

 

 

 

1,659

 

 

 

2,032

 

 

 

3,033

 

Net income (loss) before income (loss) from equity method investment

 

(2,226

)

 

 

8,498

 

 

 

5,826

 

 

 

6,272

 

 

 

29,362

 

Equity method investment income (loss) from equity investee

 

(697

)

 

 

(2,712

)

 

 

511

 

 

 

(3,409

)

 

 

3,013

 

Net income (loss)

$

(2,923

)

 

$

5,786

 

 

$

6,337

 

 

$

2,863

 

 

$

32,375

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share

 

 

 

 

 

 

 

 

 

Basic

$

(0.10

)

 

$

0.21

 

 

$

0.23

 

 

$

0.10

 

 

$

1.18

 

Diluted

$

(0.10

)

 

$

0.19

 

 

$

0.21

 

 

$

0.10

 

 

$

1.10

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares used to compute net income (loss) per share

 

 

 

 

 

 

 

 

 

Basic

 

27,939

 

 

 

27,693

 

 

 

27,511

 

 

 

27,816

 

 

 

27,451

 

Diluted

 

27,939

 

 

 

29,786

 

 

 

29,576

 

 

 

29,830

 

 

 

29,499

 

 

 

 

 

 

 

 

 

 

 


Alpha and Omega Semiconductor Limited

Condensed Consolidated Balance Sheets

(in thousands, except par value per share)

(unaudited)

 

December 31, 2023

 

June 30, 2023

ASSETS

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

162,266

 

 

$

195,188

 

Restricted cash

 

212

 

 

 

415

 

Accounts receivable, net

 

31,923

 

 

 

22,420

 

Inventories

 

191,709

 

 

 

183,247

 

Other current assets

 

20,509

 

 

 

22,666

 

Total current assets

 

406,619

 

 

 

423,936

 

Property, plant and equipment, net

 

349,046

 

 

 

357,831

 

Operating lease right-of-use assets

 

25,416

 

 

 

24,349

 

Intangible assets, net

 

5,141

 

 

 

6,765

 

Equity method investment

 

356,144

 

 

 

366,617

 

Deferred income tax assets

 

518

 

 

 

536

 

Other long-term assets

 

33,462

 

 

 

19,703

 

Total assets

$

1,176,346

 

 

$

1,199,737

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

Current liabilities:

 

 

 

Accounts payable

$

45,156

 

 

$

50,775

 

Accrued liabilities

 

77,683

 

 

 

79,533

 

Payable related to equity investee, net

 

12,966

 

 

 

11,950

 

Income taxes payable

 

4,680

 

 

 

5,546

 

Short-term debt

 

11,533

 

 

 

11,434

 

Deferred revenue

 

3,715

 

 

 

8,073

 

Finance lease liabilities

 

900

 

 

 

867

 

Operating lease liabilities

 

4,963

 

 

 

4,383

 

Total current liabilities

 

161,596

 

 

 

172,561

 

Long-term debt

 

32,568

 

 

 

38,360

 

Income taxes payable - long-term

 

2,924

 

 

 

2,817

 

Deferred income tax liabilities

 

26,385

 

 

 

27,283

 

Finance lease liabilities - long-term

 

2,758

 

 

 

3,216

 

Operating lease liabilities - long-term

 

21,214

 

 

 

20,544

 

Other long-term liabilities

 

34,343

 

 

 

51,037

 

Total liabilities

 

281,788

 

 

 

315,818

 

Shareholders' Equity:

 

 

 

Preferred shares, par value $0.002 per share:

 

 

 

Authorized: 10,000 shares; issued and outstanding: none at December 31, 2023 and June 30, 2023

 

 

 

 

 

Common shares, par value $0.002 per share:

 

 

 

Authorized: 100,000 shares; issued and outstanding: 35,205 shares and 28,051 shares, respectively at December 31, 2023 and 34,811 shares and 27,654 shares, respectively at June 30, 2023

 

70

 

 

 

70

 

Treasury shares at cost: 7,154 shares at December 31, 2023 and 7,157 shares at June 30, 2023

 

(79,343

)

 

 

(79,365

)

Additional paid-in capital

 

342,636

 

 

 

329,034

 

Accumulated other comprehensive loss

 

(13,937

)

 

 

(8,111

)

Retained earnings

 

645,132

 

 

 

642,291

 

Total shareholders' equity

 

894,558

 

 

 

883,919

 

Total liabilities and shareholders' equity

$

1,176,346

 

 

$

1,199,737

 


 

Alpha and Omega Semiconductor Limited

Selected Cash Flow Information

(in thousands, unaudited)

 

 

 

 

 

Six Months Ended December 31,

 

 

2023

 

 

 

2022

 

Net cash provided by (used in) operating activities

$

(9,628

)

 

$

37,015

 

Net cash used in investing activities

 

(21,431

)

 

 

(67,935

)

Net cash provided by (used in) financing activities

 

(2,146

)

 

 

4,526

 

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

 

80

 

 

 

(164

)

Net decrease in cash, cash equivalents and restricted cash

 

(33,125

)

 

 

(26,558

)

Cash, cash equivalents and restricted cash at beginning of period

 

195,603

 

 

 

314,651

 

Cash, cash equivalents and restricted cash at end of period

$

162,478

 

 

$

288,093

 

 

 

 

 


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

 

Six Months Ended

 

 

December 31,
2023

 

September 30,
2023

 

December 31,
2022

 

December 31,
2023

 

December 31,
2022

 

 

 

 

 

 

 

 

 

 

 

GAAP gross profit

 

$

44,001

 

 

$

50,925

 

 

$

53,041

 

 

 

94,926

 

 

$

124,169

 

Share-based compensation

 

 

1,504

 

 

 

212

 

 

 

1,748

 

 

 

1,716

 

 

 

3,536

 

Amortization of purchased intangible

 

 

812

 

 

 

812

 

 

 

811

 

 

 

1,624

 

 

 

1,623

 

Non-GAAP gross profit

 

$

46,317

 

 

$

51,949

 

 

$

55,600

 

 

$

98,266

 

 

$

129,328

 

Non-GAAP gross margin as a % of revenue

 

 

28.0

%

 

 

28.8

%

 

 

29.5

%

 

 

28.4

%

 

 

32.6

%

 

 

 

 

 

 

 

 

 

 

 

GAAP operating expense

 

$

45,135

 

 

$

41,544

 

 

$

44,256

 

 

$

86,679

 

 

$

89,850

 

Share-based compensation

 

 

7,187

 

 

 

706

 

 

 

11,343

 

 

 

7,893

 

 

 

20,151

 

Legal costs related to government investigation

 

 

16

 

 

 

52

 

 

 

110

 

 

 

68

 

 

 

252

 

Non-GAAP operating expense

 

$

37,932

 

 

$

40,786

 

 

$

32,803

 

 

$

78,718

 

 

$

69,447

 

 

 

 

 

 

 

 

 

 

 

 

GAAP operating income (loss)

 

$

(1,134

)

 

$

9,381

 

 

$

8,785

 

 

$

8,247

 

 

$

34,319

 

Share-based compensation

 

 

8,691

 

 

 

918

 

 

 

13,091

 

 

 

9,609

 

 

 

23,687

 

Amortization of purchased intangible

 

 

812

 

 

 

812

 

 

 

811

 

 

 

1,624

 

 

 

1,623

 

Legal costs related to government investigation

 

 

16

 

 

 

52

 

 

 

110

 

 

 

68

 

 

 

252

 

Non-GAAP operating income

 

$

8,385

 

 

$

11,163

 

 

$

22,797

 

 

$

19,548

 

 

$

59,881

 

Non-GAAP operating margin as a % of revenue

 

 

5.1

%

 

 

6.2

%

 

 

12.1

%

 

 

5.7

%

 

 

15.1

%

 

 

 

 

 

 

 

 

 

 

 

GAAP net income (loss)

 

$

(2,923

)

 

$

5,786

 

 

$

6,337

 

 

$

2,863

 

 

$

32,375

 

Share-based compensation

 

 

8,691

 

 

 

918

 

 

 

13,091

 

 

 

9,609

 

 

 

23,687

 

Amortization of purchased intangible

 

 

812

 

 

 

812

 

 

 

811

 

 

 

1,624

 

 

 

1,623

 

Equity method investment (income) loss from equity investee

 

 

697

 

 

 

2,712

 

 

 

(511

)

 

 

3,409

 

 

 

(3,013

)

Legal costs related to government investigation

 

 

16

 

 

 

52

 

 

 

110

 

 

 

68

 

 

 

252

 

Income tax effect of non-GAAP adjustments

 

 

(96

)

 

 

(406

)

 

 

122

 

 

 

(502

)

 

 

241

 

Non-GAAP net income

 

$

7,197

 

 

$

9,874

 

 

$

19,960

 

 

$

17,071

 

 

$

55,165

 

Non-GAAP net margin as a % of revenue

 

 

4.4

%

 

 

5.5

%

 

 

10.6

%

 

 

4.9

%

 

 

13.9

%

 

 

 

 

 

 

 

 

 

 

 

GAAP net income (loss)

 

$

(2,923

)

 

$

5,786

 

 

$

6,337

 

 

$

2,863

 

 

$

32,375

 

Share-based compensation

 

 

8,691

 

 

 

918

 

 

 

13,091

 

 

 

9,609

 

 

 

23,687

 

Amortization and depreciation

 

 

13,573

 

 

 

12,951

 

 

 

10,804

 

 

 

26,524

 

 

 

20,156

 

Equity method investment (income) loss from equity investee

 

 

697

 

 

 

2,712

 

 

 

(511

)

 

 

3,409

 

 

 

(3,013

)

Interest expense (income), net

 

 

(274

)

 

 

(229

)

 

 

397

 

 

 

(503

)

 

 

1,005

 

Income tax expense

 

 

894

 

 

 

1,138

 

 

 

1,659

 

 

 

2,032

 

 

 

3,033

 

EBITDAS

 

$

20,658

 

 

$

23,276

 

 

$

31,777

 

 

$

43,934

 

 

$

77,243

 





















 

GAAP diluted net income (loss) per share

 

$

(0.10

)

 

$

0.19

 

 

$

0.21

 

 

$

0.10

 

 

$

1.10

 

Share-based compensation

 

 

0.29

 

 

 

0.03

 

 

 

0.44

 

 

 

0.32

 

 

 

0.80

 

Amortization of purchased intangible

 

 

0.03

 

 

 

0.03

 

 

 

0.03

 

 

 

0.05

 

 

 

0.05

 

Equity method investment (income) loss from equity investee

 

 

0.02

 

 

 

0.09

 

 

 

(0.02

)

 

 

0.11

 

 

 

(0.10

)

Legal costs related to government investigation

 

 

0.00

 

 

 

0.00

 

 

 

0.00

 

 

 

0.00

 

 

 

0.01

 

Income tax effect of non-GAAP adjustments

 

 

(0.00

)

 

 

(0.01

)

 

 

0.01

 

 

 

(0.01

)

 

 

0.01

 

Non-GAAP diluted net income per share

 

$

0.24

 

 

$

0.33

 

 

$

0.67

 

 

$

0.57

 

 

$

1.87

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares used to compute GAAP diluted net income (loss) per share

 

 

27,939

 

 

 

29,786

 

 

 

29,576

 

 

 

29,830

 

 

 

29,499

 

Weighted average number of common shares used to compute Non-GAAP diluted net income (loss) per share

 

 

29,874

 

 

 

29,786

 

 

 

29,576

 

 

 

29,830

 

 

 

29,499

 

 

 

 

 

 

 

 

 

 

 

 

 

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

Exhibit 99.2


Alpha and Omega Semiconductor Limited
Prepared Remarks for the Investor Conference Call
for the Quarter Ended December 31, 2023

February 6, 2024

Steven Pelayo

Good afternoon, everyone, and welcome to Alpha and Omega Semiconductor’s conference call to discuss fiscal 2024 second quarter financial results.  I am Steve Pelayo, 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 March quarter.  Finally, we will have the Q&A session.

The earnings release was distributed over wire today, February 6, 2024, 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.  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?



Stephen Chang
 

Thank you, Steve. Welcome to Alpha and Omega’s fiscal Q2 earnings call. I will begin with a high-level overview of our results and then jump into segment details.

We delivered fiscal Q2 results in-line with our guidance. Revenue was $165.3 million, Non-GAAP gross margin was 28.0%, and non-GAAP EPS was $0.24. The bottom-line finished at the high end of our guidance, primarily driven by overall operational control. These results were driven by continued recovery across notebooks, desktop computing and smartphones, offset by ongoing inventory correction in gaming and weak demand for quick chargers and solar.

Looking back on the full calendar year 2023, it was undeniably a challenging period for our entire industry. AOS revenue experienced a significant decline of 19% following a record-breaking 2022. This drop was primarily due to the inventory correction in PCs and smartphones that commenced in late 2022 and broader macro headwinds. In the second half of calendar 2023, our performance was further hampered by inventory corrections and slowdowns in demand across other segments.

While revenue declined in calendar 2023, I think it’s important to recognize the challenges resulting from the post-COVID semiconductor cycle are nearing completion and we are approaching the recovery phase of the next cycle. Over our 23 years history, we have navigated many boom-and-bust cycles in this industry, emerging each time stronger and more resilient on the other side. Looking forward, we expect stabilization across most of our business lines notwithstanding normal seasonality. While near-term visibility is limited, we remain cautiously optimistic about a broader market rebound in the second half of calendar 2024.

Fundamentally, we are extremely well positioned for future growth as the market recovers. Today, our market position is stronger than ever, supported by our leading technology, more diversified product portfolio and Tier 1 customer base in all of our business segments. More importantly, whether it's AI accelerators, digitalization, advanced connectivity, electrification, or the transition to a low-carbon society, power management lies at the core of these trends. We remain committed to executing our technology roadmap, introducing innovative new products and solutions to our customers, and focusing on long-term growth drivers that will allow us to surpass industry growth rates and establish ourselves as a sustained outperformer in the long run.  

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

Starting with Computing. December quarter revenue was up 12.3% year-over-year and up 2.0% sequentially and represented 43.4% of total revenue. These results were ahead of our original expectation for a low single digit decline sequentially, and were driven by a continued recovery and stabilization in shipments across notebook and desktop computing applications. The recovery has been driven by high-end driver ICs and MOSFETs for powering CPUs. Looking forward into the March quarter, we expect this segment be down mid-single-digits on normal seasonality and the impact of Chinese New Year. Notably, the inventory correction in graphic cards is coming to an end, and tangential markets such as A.I. accelerators are becoming a meaningful portion of our datacenter-related business. In summary, we are not immune to seasonality and broader market conditions, but solid rebounds expected in graphics cards and continued contributions from A.I.-related products demonstrate the diversity of our computing segment.



Turning to the Consumer segment, December quarter revenue was down 50.2% year-over-year and down 24.4% sequentially and represented 14.2% of total revenue. As we indicated last quarter, Gaming is undergoing an inventory correction after extremely strong shipments into the number one console manufacturer between mid-calendar-2022 and mid-calendar-2023. Similar to what we saw in PCs and Smartphones in early calendar 2023, given the speed of the current correction, we believe demand will revert back to a new normal in a couple quarters, factoring in that the console is now in its mid-life part of the platform cycle. Further, we see opportunities to increase BOM content within the current console platform as part of its refresh this year. Longer-term, we believe our relationship with this customer is very strong and are already engaged in discussions for their next model design. For the March quarter, we anticipate stabilization in this segment and are forecasting a low-single-digit sequential decline.

Next, let’s discuss the Communications segment, revenue in the December quarter was down 18.0% year-over-year and down 6.6% sequentially, and represented 17.5% of total revenue. Shipments to the Korea and China-based smartphone OEMs were strong. However, this was more than offset by a pull-back in shipments to the Tier 1 U.S. smartphone customer. Note, that customer had strong shipments in the September quarter in 2023 ahead of their fall device launch. Looking ahead, due to strong shipments from Chinese OEMs, we anticipate this segment to remain flat sequentially, out-performing seasonality.

Now, let’s talk about our last segment, Power Supply and Industrial, which accounted for 21.1% of total revenue. December quarter revenue was down 15.4% year-over-year and down 16.6% sequentially. These results were driven by reduced quick chargers following our peak season shipments to our Tier 1 U.S. smartphone customer in the September quarter and continued weakness in Solar. Power Tools were a notable stand out in the December quarter, further solidifying their strong growth and contribution throughout calendar 2023. For the March quarter, we expect this segment to further decline in the mid-teens sequentially, mainly due to reduced quick chargers following the peak season and lower solar demand.  While Power Tools will also see a seasonal decline, we expect strong sequential growth in our E-mobility segment driven by deepening customer relationships for e-bikes and e-scooters.

In closing, we delivered fiscal Q2 in-line with our expectations. While we are not immune to the macroeconomic headwinds, there are indications that the cycle has bottomed and we are looking forward to the recovery phase. Therefore, it is important to emphasize that our core fundamentals remain strong, a testament to the strategic investments we have made over the past years. These investments have positioned us well for growth and we continue to focus on driving the company towards growth beyond our $1 billion revenue target on the other side of this cycle, supported by our leading technology, more diversified product portfolio, Tier 1 customer base in all our business segments, and expanding manufacturing capability and supply chain.



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

Yifan Liang (Chief Financial Officer)
 
Thank you, Stephen. Good afternoon everyone and thank you for joining us.

Revenue for the quarter was $165.3 million, down 8.5% sequentially and down 12.4% year-over-year.

In terms of product mix, DMOS revenue was $108.8 million, down 10.5% sequentially and down 20.9% over last year.  Power IC revenue was $50.3 million, down 4.6% from the prior quarter and up 0.6% from a year ago.  Assembly service revenue was $0.7 million, as compared to $0.7 million last quarter and $1.2 million for the same quarter last year.  License and engineering service revenue was $5.5 million for the quarter versus $5.6 million in the prior quarter.

Non-GAAP gross margin was 28.0%, compared to 28.8% in the prior quarter and 29.5% a year ago.  The quarter-over-quarter decrease in non-GAAP gross margin was mainly impacted by ASP erosion and increased inventory reserve, partially offset by the improved product mix.

Non-GAAP operating expenses were $37.9 million, compared to $40.8 million for the prior quarter and $32.8 million last year.  The quarter-over-quarter decrease was primarily due to lower R&D engineering expenses and more vacation taken during the holidays.

Non-GAAP quarterly EPS was $0.24, compared to $0.33 last quarter and $0.67 a year ago.

Moving on to cash flow. Operating cash flow was negative $23.5 million, including $11.0 million of repayment of customer deposits and $11.3 million deposit that we made to secure SiC wafer supply.  By comparison, operating cash flow was $13.8 million in the prior quarter and $0.3 million a year ago.  EBITDAS for the quarter was $20.7 million, compared to $23.3 million last quarter and $31.8 million for the same quarter last year.

Now let me turn to our balance sheet.

We completed the December quarter with a cash balance of $162.3 million, compared to $193.6 million at the end of last quarter.

Net trade receivables decreased by $2.5 million sequentially.  Days Sales Outstanding remained at 18 days for the quarter.

Net inventory increased by $4.0 million quarter-over-quarter.  Average days in inventory were 141 days, compared to 129 days in the prior quarter.



CapEx for the quarter was $9.1 million, compared to $12.5 million for the prior quarter.  We expect CapEx for the March quarter to range from $8 to $12 million.

Now, I would like to discuss March quarter guidance.

We expect:

Revenue to be approximately $150 million, plus or minus $10 million.
GAAP gross margin to be 23.5%, plus or minus 1%.  We anticipate non-GAAP gross margin to be 25.0%, plus or minus 1%.  The quarter-over-quarter decrease in gross margin mainly reflects the lower factory utilization due to the seasonality and the Lunar New Year holiday.
GAAP operating expenses to be in the range of $46.7 million, plus or minus $1 million.  Non-GAAP operating expenses are expected to be in the range of $39.5 million, plus or minus $1 million.
Interest expense to be approximately $1.0 million, and
Income tax expense to be approximately $1.1 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.



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, production ramp up costs and annual revenue and growth objectives; statements regarding expected financial performance of market segments; the macroeconomic conditions and our expectation of recovery of current downturn and inventory correction cycles; our ability to mitigate risks relating to industry-wide downturn; the expected timeline of economic recovery in 2024, 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 seasonality of our markets; our lack of control over the JV Company; our ability to develop and succeed in the digital power business; difficulties and challenges in executing our diversification strategy into different market segments; new tariffs on goods from China; ordering pattern and seasonality; our ability to introduce or develop new and enhanced products that achieve market acceptance; decline of the PC industry and our ability to respond to such decline; 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 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.


v3.24.0.1
Document and Entity Information
Feb. 06, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 06, 2024
Entity Registrant Name Alpha and Omega Semiconductor Limited
Entity Incorporation, State or Country Code D0
Entity File Number 001-34717
Entity Tax Identification Number 77-0553536
Entity Address, Address Line One Clarendon House
Entity Address, Address Line Two 2 Church Street
Entity Address, City or Town Hamilton
Entity Address, Country BM
Entity Address, Postal Zip Code HM 11
City Area Code 408
Local Phone Number 830-9742
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001387467
Title of 12(b) Security Common Shares
Trading Symbol AOSL
Security Exchange Name NASDAQ

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