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):  May 5, 2021



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 May 5, 2021, Alpha and Omega Semiconductor Limited (the “Company”) issued a press release regarding its financial results for the fiscal third quarter of 2021 ended March 31, 2021.  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 May 5, 2021



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: May 5, 2021
 

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 Third Quarter of 2021 Ended March 31, 2021

SUNNYVALE, Calif.--(BUSINESS WIRE)--May 5, 2021--Alpha and Omega Semiconductor Limited (“AOS”) (NASDAQ: AOSL) today reported financial results for the fiscal third quarter of 2021 ended March 31, 2021.

The results for the fiscal third quarter of 2021 ended March 31, 2021 were as follows:

GAAP Financial Comparison

Quarterly

(in millions, except percentage and per share data)

(unaudited)

 

 

Three Months Ended

 

 

March 31,
2021

 

December 31,
2020

 

March 31,
2020

Revenue

 

$

169.2

 

 

$

158.8

 

 

$

106.9

 

 

Gross Margin

 

31.1

%

 

30.7

%

 

21.0

 

%

Operating Income (Loss)

 

$

17.8

 

 

$

13.6

 

 

$

(8.6

)

 

Net Income (Loss) Attributable to AOS

 

$

16.1

 

 

$

12.9

 

 

$

(6.5

)

 

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

 

$

0.58

 

 

$

0.47

 

 

$

(0.26

)

 

Non-GAAP Financial Comparison

Quarterly

(in millions, except percentage and per share data)

(unaudited)

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 2021

 

December 31,
2020

 

March 31, 2020

Revenue

 

$

169.2

 

 

$

158.8

 

 

$

106.9

 

Non-GAAP Gross Margin

 

31.9

%

 

31.4

%

 

27.5

%

Non-GAAP Operating Income

 

$

23.0

 

 

$

18.5

 

 

$

3.5

 

Non-GAAP Net Income Attributable to AOS

 

$

21.4

 

 

$

17.8

 

 

$

2.9

 

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

 

$

0.77

 

 

$

0.65

 

 

$

0.11

 

The non-GAAP financial measures in the schedule above and under the section “Financial Results for Fiscal Q3 Ended March 31, 2021” below exclude the effect of share-based compensation expenses and legal costs related to government investigation in each of the periods presented, production ramp up costs and impairment of privately-held investment for the three months ended March 31, 2020, as well as amortization of purchased intangible for the three months ended March 31, 2021 and December 31, 2020. A detailed reconciliation of GAAP and non-GAAP financial measures is included at the end of this press release.


Financial Results for Fiscal Q3 Ended March 31, 2021

  • Revenue was $169.2 million, an increase of 6.5% from the prior quarter and an increase of 58.4% from the same quarter last year.
  • GAAP gross margin was 31.1%, up from 30.7% in the prior quarter and up from 21.0% in the same quarter last year.
  • Non-GAAP gross margin was 31.9%, up from 31.4% in the prior quarter and up from 27.5% in the same quarter last year.
  • GAAP operating expenses were $34.9 million, up from $35.2 million in the prior quarter and up from $31.1 million in the same quarter last year.
  • Non-GAAP operating expenses were $30.9 million, a decrease of $0.5 million from last quarter and an increase of $4.5 million from the same quarter last year.
  • GAAP operating income was $17.8 million, up from $13.6 million in the prior quarter and up from $8.6 million loss in the same quarter last year.
  • Non-GAAP operating income was $23.0 million as compared to $18.5 million for the prior quarter and $3.5 million for the same quarter last year.
  • GAAP net income per share attributable to AOS was $0.58, compared to $0.47 net income per share for the prior quarter and $0.26 net loss per share for the same quarter a year ago.
  • Non-GAAP net income per share attributable to AOS was $0.77 compared to $0.65 for the prior quarter and $0.11 for the same quarter a year ago.
  • Consolidated cash flow provided by operating activities was $38.6 million, compared to $36.1 million in the prior quarter. Operating cash flow provided by AOS alone (excluding the JV Company) was $33.3 million, compared to $35.7 million in the prior quarter.
  • The Company closed the quarter with $192.1 million of cash and cash equivalents, including $33.8 million cash balance at the JV Company.

AOS Chairman and Chief Executive Officer Dr. Mike Chang commented, "Business momentum continued in the March quarter. We saw robust shipments across most of our product categories, grew revenue by 58% year-over-year, executed our plan to address the strong end market demand, optimized our product mix, and continued to take a disciplined approach to our spending. All of this resulted in non-GAAP gross margin of 31.9% and non-GAAP EPS of $0.77, which increased by seven times year-over-year.”

Dr. Chang continued, "While we have made tremendous progress as a company over the last several years, we are energized by the opportunities in front of us. We believe that our focus on innovation and unwavering commitment to developing strategic partnerships with tier-one OEM customers will enable us to continue to capitalize on our core growth opportunities, as well as progressively penetrate other markets. Importantly, we are confident that we will exceed our target of $600 million annual revenue for calendar year 2021."

Business Outlook for Fiscal Q4 Ending June 30, 2021

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 fourth quarter of fiscal year 2021 are as follows:

  • Revenue is expected to be approximately $170 million, plus or minus $3 million.
  • GAAP gross margin is expected to be approximately 31.7% plus or minus 1%. Non-GAAP gross margin is expected to be approximately 32.5% plus or minus 1%. Non-GAAP gross margin excludes $0.8 million amortization of acquired IP and $0.6 million of estimated share-based compensation charge.
  • GAAP operating expenses are expected to be in the range of $36.2 million plus or minus $1 million. Non-GAAP operating expenses are expected to be in the range of $31.0 million plus or minus $1 million. Non-GAAP operating expenses exclude $4.7 million of estimated share-based compensation charge and $0.5 million of estimated professional fees related to the government investigation.
  • Income tax expense is expected to be approximately $0.9 million to $1.1 million.
  • Loss attributable to noncontrolling interest is expected to be approximately $0.2 million.

Conference Call and Webcast

AOS plans to hold an investor teleconference and live webcast to discuss the financial results for the fiscal third quarter ended March 31, 2021 today, May 5, 2021 at 2:00 p.m. PT / 5:00 p.m. ET. To listen to the live conference call, please dial 877-683-1095 (or 647-689-5445 if dialing from outside the United States and Canada). The conference ID number is 1298948. 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, statements relating to growth opportunities and new markets, targeted annual revenue for calendar year 2021, our product portfolios, projected amount of revenue, gross margin, operating income (loss), income tax expenses, net income (loss), noncontrolling interest, and share-based compensation expenses, non-GAAP gross margin, non-GAAP operating expenses, tax expenses, and non-GAAP loss attributable to noncontrolling interest, our objectives to achieve long-term success, our ability to gain new customers and design wins, strategic partnership with customers, and other information under the section entitled “Business Outlook for Fiscal Q4 Ending June 30, 2021”. 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 impact of COVID-19 pandemic on our business; our ability to successfully operate our joint venture in China; 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 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; the state of semiconductor industry and seasonality of our markets; 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, 2020 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 income (loss), net loss attributable to noncontrolling interest, 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, and impairment of privately-held investment, as well as production ramp up costs related to the JV Company. We also disclose certain non-GAAP financial measures in our guidance for the next quarter, including non-GAAP gross margin, operating expenses and loss attributable to noncontrolling interest. 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 amount of income tax effect of non-GAAP adjustments in the non-GAAP net income 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 technology, product design, and advanced packaging know-how to develop high performance power management solutions. AOS’ portfolio of products targets high-volume applications, including personal and 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

 

Nine Months Ended

 

March 31,
2021

 

December 31,
2020

 

March 31,
2020

 

March 31,
2021

 

March 31,
2020

 

 

 

 

 

 

 

 

 

 

Revenue

$

169,212

 

 

 

$

158,830

 

 

 

$

106,852

 

 

 

$

479,593

 

 

 

$

342,514

 

 

Cost of goods sold

116,521

 

 

 

110,081

 

 

 

84,393

 

 

 

335,630

 

 

 

268,717

 

 

Gross profit

52,691

 

 

 

48,749

 

 

 

22,459

 

 

 

143,963

 

 

 

73,797

 

 

Gross margin

31.1

 

%

 

30.7

 

%

 

21.0

 

%

 

30.0

 

%

 

21.5

 

%

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

15,557

 

 

 

15,423

 

 

 

13,569

 

 

 

45,671

 

 

 

38,084

 

 

Selling, general and administrative

19,338

 

 

 

19,736

 

 

 

16,909

 

 

 

56,579

 

 

 

47,723

 

 

Impairment of privately-held investment

 

 

 

 

 

 

600

 

 

 

 

 

 

600

 

 

Total operating expenses

34,895

 

 

 

35,159

 

 

 

31,078

 

 

 

102,250

 

 

 

86,407

 

 

Operating income (loss)

17,796

 

 

 

13,590

 

 

 

(8,619

)

 

 

41,713

 

 

 

(12,610

)

 

 

 

 

 

 

 

 

 

 

 

Interest expense and other income (loss), net

(1,815

)

 

 

(381

)

 

 

(2,282

)

 

 

(2,745

)

 

 

(3,744

)

 

Income (loss) before income taxes

15,981

 

 

 

13,209

 

 

 

(10,901

)

 

 

38,968

 

 

 

(16,354

)

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

1,014

 

 

 

669

 

 

 

(1,015

)

 

 

2,694

 

 

 

(37

)

 

Net income (loss) including noncontrolling interest

14,967

 

 

 

12,540

 

 

 

(9,886

)

 

 

36,274

 

 

 

(16,317

)

 

Net loss attributable to noncontrolling interest

(1,133

)

 

 

(363

)

 

 

(3,391

)

 

 

(2,303

)

 

 

(9,826

)

 

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

$

16,100

 

 

 

$

12,903

 

 

 

$

(6,495

)

 

 

$

38,577

 

 

 

$

(6,491

)

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Basic

$

0.62

 

 

 

$

0.50

 

 

 

$

(0.26

)

 

 

$

1.51

 

 

 

$

(0.26

)

 

Diluted

$

0.58

 

 

 

$

0.47

 

 

 

$

(0.26

)

 

 

$

1.42

 

 

 

$

(0.26

)

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Basic

25,882

 

 

 

25,672

 

 

 

24,894

 

 

 

25,631

 

 

 

24,711

 

 

Diluted

27,716

 

 

 

27,353

 

 

 

24,894

 

 

 

27,128

 

 

 

24,711

 

 


Alpha and Omega Semiconductor Limited

Condensed Consolidated Balance Sheets

(in thousands, except par value per share)

(unaudited)

 

March 31, 2021

 

June 30, 2020

ASSETS

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

192,113

 

 

$

158,536

 

Restricted cash

229

 

 

2,190

 

Accounts receivable, net

33,721

 

 

13,272

 

Inventories

145,110

 

 

135,528

 

Other current assets

11,183

 

 

8,807

 

Total current assets

382,356

 

 

318,333

 

Property, plant and equipment, net

432,569

 

 

412,340

 

Operating lease right-of-use assets, net

33,036

 

 

32,948

 

Intangible assets, net

14,250

 

 

16,770

 

Deferred income tax assets

5,008

 

 

4,766

 

Restricted cash - long-term

2,133

 

 

1,978

 

Other long-term assets

5,039

 

 

5,804

 

Total assets

$

874,391

 

 

$

792,939

 

LIABILITIES AND EQUITY

 

 

 

Current liabilities:

 

 

 

Accounts payable

$

81,858

 

 

$

86,181

 

Accrued liabilities

62,683

 

 

54,986

 

Income taxes payable

2,431

 

 

1,360

 

Short-term debt

43,280

 

 

30,114

 

Finance lease liabilities

16,462

 

 

15,258

 

Operating lease liabilities

5,202

 

 

4,159

 

Total current liabilities

211,916

 

 

192,058

 

Long-term debt

90,868

 

 

99,775

 

Income taxes payable - long-term

930

 

 

903

 

Deferred income tax liabilities

1,470

 

 

496

 

Finance lease liabilities - long-term

16,615

 

 

26,842

 

Operating lease liabilities - long-term

29,758

 

 

30,254

 

Other long-term liabilities

36,056

 

 

10,723

 

Total liabilities

387,613

 

 

361,051

 

Equity:

 

 

 

Preferred shares, par value $0.002 per share:

 

 

 

Authorized: 10,000 shares; issued and outstanding: none at March 31, 2021 and June 30, 2020

 

 

 

Common shares, par value $0.002 per share:

 

 

 

Authorized: 100,000 shares; issued and outstanding: 32,710 shares and 26,085 shares, respectively at March 31, 2021 and 31,944 shares and 25,305 shares, respectively at June 30, 2020

65

 

 

64

 

Treasury shares at cost: 6,625 shares at March 31, 2021 and 6,639 shares at June 30, 2020

(66,064

)

 

(66,184

)

Additional paid-in capital

252,934

 

 

246,103

 

Accumulated other comprehensive income (loss)

996

 

 

(5,127

)

Retained earnings

157,356

 

 

118,833

 

Total Alpha and Omega Semiconductor Limited shareholder's equity

345,287

 

 

293,689

 

Noncontrolling interest

141,491

 

 

138,199

 

Total equity

486,778

 

 

431,888

 

Total liabilities and equity

$

874,391

 

 

$

792,939

 


Supplemental disclosures of financial information:

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2021

 

As of June 30, 2020

 

AOS

 

CQJV

 

Consolidated

 

AOS

 

CQJV

 

Consolidated

Cash and cash equivalents

$

158,322

 

$

33,791

 

$

192,113

 

$

110,346

 

$

48,190

 

$

158,536

Bank borrowings liabilities

$

26,381

 

$

140,844

*

$

167,225

 

$

32,593

 

$

139,396

*

$

171,989

Inventory

$

97,479

 

$

47,631

 

$

145,110

 

$

97,593

 

$

37,935

 

$

135,528

Property, plant and equipment, net

$

173,506

 

$

259,063

 

$

432,569

 

$

162,833

 

$

249,507

 

$

412,340

* AOS is not a guarantor of CQJV's (Chongqing Joint Venture) debts.

 

Three Months Ended March 31, 2021

 

Three Months Ended December 31, 2020

 

Three Months Ended March 31, 2020

 

AOS

 

CQJV

 

Consolidated

 

AOS

 

CQJV

 

Consolidated

 

AOS

 

CQJV

 

Consolidated

Net cash provided by (used in) operating activities

$

33,313

 

$

5,278

 

$

38,591

 

$

35,678

 

$

407

 

$

36,085

 

$

29,545

 

$

(15,233

)

 

$

14,312

Purchase of property and equipment, net of government grant

$

10,071

 

$

5,702

 

$

15,773

 

$

6,779

 

$

6,533

 

$

13,312

 

$

13,063

 

$

3,720

 

 

$

16,783

EBITDAS

$

30,610

 

$

4,503

**

$

36,246

 

$

25,332

 

$

5,950

**

$

31,645

 

$

6,487

 

$

(1,095

)

**

$

8,783

** CQJV EBITDAS includes amounts attributable to noncontrolling interest.


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

 

Nine Months Ended

 

 

March 31,
2021

 

December 31,
2020

 

March 31,
2020

 

March 31,
2021

 

March 31,
2020

 

 

 

 

 

 

 

 

 

 

 

GAAP gross profit

 

$

52,691

 

 

$

48,749

 

 

 

$

22,459

 

 

 

$

143,963

 

 

$

73,797

 

 

Share-based compensation

 

427

 

 

383

 

 

 

357

 

 

 

1,195

 

 

1,197

 

 

Amortization of purchased intangible

 

812

 

 

811

 

 

 

 

 

 

2,435

 

 

 

 

Production ramp up costs related to joint venture

 

 

 

 

 

 

6,552

 

 

 

275

 

 

21,029

 

 

Non-GAAP gross profit

 

$

53,930

 

 

$

49,943

 

 

 

$

29,368

 

 

 

$

147,868

 

 

$

96,023

 

 

Non-GAAP gross margin as a % of revenue

 

31.9

%

 

31.4

 

%

 

27.5

 

%

 

30.8

%

 

28.0

 

%

 

 

 

 

 

 

 

 

 

 

 

GAAP operating expense

 

$

34,895

 

 

$

35,159

 

 

 

$

31,078

 

 

 

$

102,250

 

 

$

86,407

 

 

Share-based compensation

 

3,398

 

 

2,841

 

 

 

2,519

 

 

 

8,730

 

 

6,535

 

 

Legal costs related to government investigation

 

563

 

 

843

 

 

 

2,133

 

 

 

2,513

 

 

2,133

 

 

Impairment of privately-held investment

 

 

 

 

 

 

600

 

 

 

 

 

600

 

 

Non-GAAP operating expense

 

$

30,934

 

 

$

31,475

 

 

 

$

25,826

 

 

 

$

91,007

 

 

$

77,139

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP operating income (loss)

 

$

17,796

 

 

$

13,590

 

 

 

$

(8,619

)

 

 

$

41,713

 

 

$

(12,610

)

 

Share-based compensation

 

3,825

 

 

3,224

 

 

 

2,876

 

 

 

9,925

 

 

7,732

 

 

Amortization of purchased intangible

 

812

 

 

811

 

 

 

 

 

 

2,435

 

 

 

 

Production ramp up costs related to joint venture

 

 

 

 

 

 

6,552

 

 

 

275

 

 

21,029

 

 

Legal costs related to government investigation

 

563

 

 

843

 

 

 

2,133

 

 

 

2,513

 

 

2,133

 

 

Impairment of privately-held investment

 

 

 

 

 

 

600

 

 

 

 

 

600

 

 

Non-GAAP operating income

 

$

22,996

 

 

$

18,468

 

 

 

$

3,542

 

 

 

$

56,861

 

 

$

18,884

 

 

Non-GAAP operating margin as a % of revenue

 

13.6

%

 

11.6

 

%

 

3.3

 

%

 

11.9

%

 

5.5

 

%

 

 

 

 

 

 

 

 

 

 

 

GAAP net income (loss) attributable to AOS

 

$

16,100

 

 

$

12,903

 

 

 

$

(6,495

)

 

 

$

38,577

 

 

$

(6,491

)

 

Share-based compensation

 

3,825

 

 

3,224

 

 

 

2,876

 

 

 

9,925

 

 

7,732

 

 

Amortization of purchased intangible

 

812

 

 

811

 

 

 

 

 

 

2,435

 

 

 

 

Production ramp up costs related to joint venture

 

 

 

 

 

 

3,764

 

 

 

135

 

 

11,156

 

 

Legal costs related to government investigation

 

563

 

 

843

 

 

 

2,133

 

 

 

2,513

 

 

2,133

 

 

Impairment of privately-held investment

 

 

 

 

 

 

600

 

 

 

 

 

600

 

 

Income tax effect of non-GAAP adjustments

 

64

 

 

(1

)

 

 

0

 

 

 

55

 

 

(7

)

 

Non-GAAP net income attributable to AOS

 

$

21,364

 

 

$

17,780

 

 

 

$

2,878

 

 

 

$

53,640

 

 

$

15,123

 

 

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

 

12.6

%

 

11.2

 

%

 

2.7

 

%

 

11.2

%

 

4.4

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net income (loss) attributable to AOS

 

$

16,100

 

 

$

12,903

 

 

 

$

(6,495

)

 

 

$

38,577

 

 

$

(6,491

)

 

Share-based compensation

 

3,825

 

 

3,224

 

 

 

2,876

 

 

 

9,925

 

 

7,732

 

 

Amortization and depreciation

 

13,745

 

 

13,200

 

 

 

11,784

 

 

 

39,434

 

 

33,538

 

 

Interest expense (income), net

 

1,562

 

 

1,649

 

 

 

1,633

 

 

 

4,832

 

 

2,405

 

 

Income tax expense (income)

 

1,014

 

 

669

 

 

 

(1,015

)

 

 

2,694

 

 

(37

)

 

EBITDAS

 

$

36,246

 

 

$

31,645

 

 

 

$

8,783

 

 

 

$

95,462

 

 

$

37,147

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

0.58

 

 

$

0.47

 

 

 

$

(0.26

)

 

 

$

1.42

 

 

$

(0.26

)

 

Share-based compensation

 

0.14

 

 

0.12

 

 

 

0.11

 

 

 

0.37

 

 

0.30

 

 

Production ramp up costs related to joint venture

 

 

 

 

 

 

0.15

 

 

 

0.01

 

 

0.44

 

 

Legal costs related to government investigation

 

0.02

 

 

0.03

 

 

 

0.09

 

 

 

0.09

 

 

0.09

 

 

Amortization of purchased intangible

 

0.03

 

 

0.03

 

 

 

 

 

 

0.09

 

 

 

 

Impairment of privately-held investment

 

 

 

 

 

 

0.02

 

 

 

 

 

0.02

 

 

Income tax effect of non-GAAP adjustments

 

0.00

 

 

(0.00

)

 

 

0.00

 

 

 

0.00

 

 

0.00

 

 

Non-GAAP diluted net income per share attributable to AOS

 

$

0.77

 

 

$

0.65

 

 

 

$

0.11

 

 

 

$

1.98

 

 

$

0.59

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

27,716

 

 

27,353

 

 

 

24,894

 

 

 

27,128

 

 

24,711

 

 

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

 

27,716

 

 

27,353

 

 

 

25,889

 

 

 

27,128

 

 

25.538

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contacts

In the United States: The Blueshirt Group
Ralph Fong
+1 (415) 489-2195
[email protected]

In China: The Blueshirt Group Asia
Gary Dvorchak, CFA
+86 (138) 1079-1480
[email protected]

Exhibit 99.2

Alpha and Omega Semiconductor Limited
Prepared Remarks for the Investor Conference Call
for the Fiscal Quarter Ended March 31, 2021

May 5, 2021

Gary Dvorchak (Moderator)

Good afternoon, everyone, and welcome to Alpha and Omega Semiconductor’s conference call to discuss fiscal 2021 third quarter financial results.  I am Gary Dvorchak, Investor Relations representative for AOS.  With me today are Dr. Mike Chang, our CEO, Stephen Chang, our President, 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.  Mike will begin with strategic highlights.  Then, Stephen will provide business updates and a detailed segment report.  After that, Yifan will review the financial results and provide guidance for the June quarter.  Finally, we will have the question-and-answer session.

The earnings release was distributed over wire services today, May 5, 2021, after the close of market.  The release is also posted on the company's website.  Our earnings release and this presentation include certain 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 that we provide. 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, Mike, to provide strategic highlights.  Mike?


Mike Chang (Chief Executive Officer)

Thanks, Gary.  I would like to welcome everyone to today's call.  I am excited to be speaking with all of you again today and to report another strong quarter.

In the March quarter, we experienced strong year-over-year performance in each of our market segments.  We saw robust shipments across most of our product categories, leading to results ahead of expectations.  Revenue of $169 million reflected solid year-over-year and sequential growth.  We benefitted from strong end market demand, which enabled us to optimize our product mix.  In the meantime, we continued to take a disciplined approach to our spending.  All of this resulted in non-GAAP gross margin of 31.9% and non-GAAP EPS of $0.77, which increased by seven times year-over-year.  Yifan will go into more details on our financial performance later.  I remain encouraged by our team's solid execution.  The operational controls and efficiencies continue to positively impact our bottom line, resulting in significant profitability improvement.

Page 1


As I discussed on previous calls, our mission is to be a trusted technology partner and a global supplier of a broad portfolio of power semiconductors.  This mission continues to drive our strategic focus and the work we do at AOS.

Our focused R&D effort is driving broader and deeper product innovation. Our strong engineering team and technical expertise enable us to develop a broader variety of power discrete and power IC technology platforms.  This allows us to expand our product offerings and deliver complete power solutions for more targeted applications.  As a solution provider, we have deepened our relationships with customers, becoming their trusted strategic partner. As a result, our newer products are driving growth primarily by increasing our BOM content in core applications.

On the manufacturing front, we continue to ramp our capacity at our JV fab in Chongqing according to plan.  The semiconductor capacity remains tight globally as end-market demand outlook continues to be solid across the board.  With our expanded capacity at the JV fab, we are thankful to be able to address additional customer demand from the Chongqing JV. The JV fab is fulfilling its purpose and providing us with flexible capacity management, which is critical to supporting our growth.  I am very pleased with the progress, and we are on track to approach the Phase I target run rate in the September quarter. Yifan will update you on the progress of the JV fab later on this call.

While we have made tremendous progress as a company over the last several years, we are energized by the opportunities in front of us.  We believe that our focus on innovation and unwavering commitment to developing strategic partnerships with tier-one OEM customers will enable us to continue to capitalize on our core growth opportunities, as well as progressively penetrate other markets.  Importantly, we are confident that we will surpass our target of $600 million annual revenue for calendar year 2021.

Now, I will turn the call over to Stephen for an update on our business and a detailed segment report.  Stephen?


Stephen Chang (President)

Thank you, Mike, and good afternoon, everyone.  I will start with an update on our business and then provide detailed segment highlights for the March quarter.

As Mike discussed earlier, industry-wide supply remains tight while demand continues to be strong across all our core market segments.  In the midst of worldwide shortage, we continue to optimize our operations, product mix and capacity allocation to support our key customers and maximize revenue.  We are working diligently with our strategic customers to meet their procurement needs.  In particular, we have been ramping production at the JV fab in Chongqing.  Supply from the JV fab has enabled us to address growing demand.

Page 2


Our business momentum in recent quarters reflects our broad product portfolio, go-to-market strategy, and expanding production capacity.  More and more, our products offer a comprehensive solution to our customers, leveraging our expertise in power.  This expands beyond commodity parts into multi-socket optimized solutions, enabling our customer products to become more reliable and efficient.  We are accelerating growth by winning new customer engagements with an expanding pipeline of new products and increasing BOM content with our application specific solutions.  For example, we are designing in more and more Power IC products into notebook applications.  We are also expanding our compact module solutions to address additional home appliance applications like washing machines and room air conditioners.

Now, let me drill down into each of the business segments.

Let’s start with Computing. Revenue was up 48.6% year over year and up 8.6% sequentially as anticipated.   This segment represented 41.5% of our total revenue.  End demand for our products remained strong even going into the March quarter as our major customers were still facing shortages.  While we were on allocation, we actively managed our capacity to support customer demand and resumed sequential growth in the quarter.  During the quarter, we were able to improve product mix by selling more higher ASP products for both MOSFETs and Power ICs. We allocated more resources to support the Computing segment, especially the notebook application.  The graphic card business was strong in the March quarter and is expected to remain strong, driven by crypto currency mining.  Looking ahead, we expect overall Computing revenue to grow by mid-single digits in the June quarter.  We expect solid demand at our ODM customers for both notebooks and motherboards, offset by a temporary drop in graphic card business due to production delays.

Moving on, the Consumer segment, which was 21.2% of total revenue in the March quarter, up 79.1% year-over-year and up 1.3% sequentially. TV business was down seasonally, offset by the strength in home appliances.  We shipped high volumes of module solutions to important home appliance customers in Korea and China.  Gaming resumed growth in the March quarter, and we expect momentum to continue in the coming quarters.  We continue to grow our gaming business with both our MOSFET and Power IC products in multiple sockets.  Looking to the June quarter, we expect the Consumer segment to be flat, with continued strength in home appliances and gaming offset by a decline in our TV business.

Next, let’s move to the Communications segment, which was 16.2% of total revenue in the quarter, up 42.2% year-over-year and up 1.8% sequentially.  This segment played out better than expected, as smartphone business performed better than normal seasonality.  Demand for some phone models extended into the March quarter, particularly in the China market.  We expect our Communication segment to decrease low double-digits in the smartphone low season for the June quarter.  We are well-positioned to resume battery protection growth in the September quarter with designs secured at our key global customers.

Finally, let’s discuss the Power Supply and Industrial Segment, which accounted for 19.2% of total revenue.  This segment was up 70.5% year-over-year and up 12.5% sequentially.  The solid growth was due to several factors.  First, quick chargers were strong, due to demand for travel adaptors used for tablets as well as quick-charger solutions for smartphones. Second, the demand for AC-DC power supplies for laptop adaptors was robust, with incremental design activity with major power customers in Taiwan.  Third, demand from our power tool customers remained strong with our low voltage motor drive solutions.  We have been growing this overall segment due to support from our JV fab.  We expect this segment to grow by high single-digits in the June quarter driven largely by robust quick charger business for both U.S. and China markets.

Page 3


I am excited by the momentum we are seeing in our business. With nine months of fiscal 2021 now under our belt, we are executing well and are on track with the roadmap we've laid out for the investment community in terms of our key growth drivers across various business segments.

With that, I will now turn the call over to Yifan for a discussion of our fiscal third 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 March quarter was $169.2 million, up 6.5% from the prior quarter and up 58.4% from the same quarter last year.

In terms of product mix, DMOS revenue was $122.6 million, up 3.5% sequentially and up 40.1% year-over-year.  Power IC revenue was $43.4 million, up 16.1% from the prior quarter and up 139.5% from a year ago.  Assembly service revenue was $3.2 million as compared to $2.9 million last quarter and $1.2 million for the same quarter last year.

Non-GAAP gross margin for the March quarter was 31.9%, up from 31.4% in the prior quarter and up from 27.5% in the same quarter last year.  The quarter-over-quarter increase in non-GAAP gross margin was mainly driven by the better product mix partially offset by the lower utilization at some of our factories due to the Lunar New Year holiday and one-week shut-down at our Oregon fab near the end of March for annual maintenance.  Non-GAAP gross margin excluded $0.8 million of amortization of purchased IP for both the March quarter and the prior quarter.  In addition, non-GAAP gross margin excluded $0.4 million of share-based compensation charges for the March quarter and the prior quarter as well as the same quarter last year, respectively.

Non-GAAP operating expenses for the March quarter were $30.9 million, compared to $31.5 million for the prior quarter and $25.8 million for the same quarter last year.  The quarter-over-quarter decrease was primarily due to the higher variable compensation accruals last quarter.  Non-GAAP operating expenses for the quarter excluded $3.4 million of share-based compensation charges and $0.6 million of legal expenses related to the government investigation.  This compares to $2.8 million of share-based compensation charges and $0.8 million of legal expenses related to the investigation for the prior quarter, as well as $2.5 million of share-based compensation charges, $2.1 million of legal expenses related to the investigation, and $0.6 million of impairment charge related to an investment in a start-up company for the same quarter last year.

Income tax expense for the quarter was $1.0 million, compared to $0.7 million for the prior quarter and $1.0 million income tax benefit for the same quarter last year.

Non-GAAP EPS attributable to AOS for the quarter was 77 cents per share as compared to 65 cents for the prior quarter and 11 cents for the same quarter last year.

Page 4


AOS continued to generate positive operating cash flow.  AOS on a stand-alone basis generated $33.3 million of operating cash flow in the March quarter, as compared to $35.7 million in the prior quarter and $29.5 million in the same quarter last year.  In the March quarter, we received $20 million customer deposits for securing supply.  The JV Company generated positive operating cash flow of $5.3 million in the March quarter compared to $0.4 million in the prior quarter and $15.2 million of cash flow used by the JV Company in the same quarter last year.

Consolidated EBITDAS for the March quarter was $36.2 million, compared to $31.6 million for the prior quarter and $8.8 million for the same quarter last year.  EBITDAS attributable to AOS for the quarter was $30.6 million as compared to $25.3 million for the prior quarter and $6.5 million for the same quarter last year.  EBITDAS for the JV Company was $4.5 million in the March quarter, as compared to $6.0 million for the prior quarter and negative $1.1 million for the same quarter last year.

Now let’s look at the balance sheet.

We completed the March quarter with cash balance of $192.1 million, including $158.3 million at AOS and $33.8 million at the JV Company.  This compares to $181.0 million at the end of last quarter, which included $142.3 million at AOS and $38.7 million at the JV Company.  Our cash balance a year ago was $110.2 million, including $99.5 million at AOS and $10.7 million at the JV Company.

The bank borrowing balance at the end of March was $167.2 million, including $26.4 million at AOS and $140.8 million at the JV Company.  During the quarter, AOS and the JV Company repaid $2.1 million and $4.4 million of existing loans, respectively.

Net trade receivables were $33.7 million at the end of the March quarter, as compared to $24.9 million at the end of the prior quarter and $17.5 million for the same quarter last year.  Days Sales Outstanding for the March quarter was 22 days, compared to 21 days in the prior quarter.

Net inventory was $145.1 million at quarter-end, slightly up from $144.3 million last quarter and up from $127.4 million in the prior year.  Average days in inventory were 112 days for the quarter, compared to 115 days in the prior quarter.

Net Property, Plant and Equipment was $432.6 million, up from $430.8 million last quarter and up from $412.3 million last year.  Capital expenditures were $15.8 million for the quarter, including $10.1 million at AOS and $5.7 million at the JV Company.

The JV Company continued to ramp its 12” fab during the March quarter.  It’s on track to achieve the Phase I target run rate in the September quarter this year.  The JV Company is in the process of additional financing to further expand its capacity.  We will provide more details when available.

With that, now I would like to discuss the guidance for the June quarter.

Page 5


We expect:

Revenue to be approximately $170 million, plus or minus $3 million.
GAAP gross margin to be 31.7% plus or minus 1%.  We anticipate non-GAAP gross margin to be 32.5% plus or minus 1%.  Non-GAAP gross margin excludes $0.8 million amortization of acquired IP and $0.6 million of estimated share-based compensation charges.
GAAP operating expenses to be in the range of $36.2 million plus or minus $1 million.  Non-GAAP operating expenses are expected to be in the range of $31.0 million plus or minus $1 million.  Non-GAAP operating expenses exclude $4.7 million of estimated share-based compensation charges and $0.5 million of estimated legal expenses relating to the government investigation.
Income tax expense to be approximately $0.9 million to $1.1 million.
Loss attributable to non-controlling interests to be approximately $0.2 million.

As part of our normal practice, we are not obligated to update this information.  With that, we will 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,; expectation with respect to ramp up activities and target run rate at the JV Company and timeline for production and operation; the global capacity constraint; the ability of the JV Company to support market demand and growth; anticipated sales for each product segment; our ability and strategy to develop new products; projected annual revenue target for calendar year 2021; fluctuation in customer demand and market segments; 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 impact of COVID-19 pandemic on our business operation; our ability to successfully operate our joint venture in China; 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, the state of semiconductor industry and seasonality of our markets, 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, 2020 filed by AOS on September 2, 2020. 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.

Page 6