22/05/2024 - Alpha & Omega Semiconductor Ltd.: Third Quarter 2024 Form 10-Q

[X]
Third quarter 2024 form 10-q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 10-Q

_________________________________

(MARK ONE)

  • QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024

OR

  • TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM

TO

Commission file number 001-34717

__________________________

Alpha and Omega Semiconductor Limited

(Exact name of Registrant as Specified in its Charter)

Bermuda

77-0553536

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification Number)

Clarendon House, 2 Church Street

Hamilton HM 11, Bermuda

(Address of Principal Registered

Offices including Zip Code)

(408) 830-9742

(Registrant's Telephone Number, Including Area Code)

__________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

(Do not check if a smaller reporting company)

☐

Emerging growth

☐

Smaller reporting company

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. ☐

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 a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Number of common shares outstanding as of April 30, 2024: 28,701,746

Alpha and Omega Semiconductor Limited

Form 10-Q

Fiscal Second Quarter Ended March 31, 2024

TABLE OF CONTENTS

Page

Part I.

FINANCIAL INFORMATION

Item 1.

Financial Statements:

1

Condensed Consolidated Balance Sheets as of March 31, 2024 and June 30, 2023 (Unaudited)

1

Condensed Consolidated Statements of Income (Loss) for the Three and Nine Months Ended March

2

31, 2024 and 2023 (Unaudited)

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months

Ended March 31, 2024 and 2023 (Unaudited)

3

Condensed Consolidated Statements of Changes in Shareholders' Equity for the Three and Nine

4

Months Ended March 31, 2024 and 2023 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2024 and

6

2023 (Unaudited)

Notes to Condensed Consolidated Financial Statements (Unaudited)

7

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

31

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

46

Item 4.

Controls and Procedures

46

Part II.

OTHER INFORMATION

Item 1.

Legal Proceedings

47

Item 1A.

Risk Factors

47

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

48

Item 3.

Defaults Upon Senior Securities

49

Item 4.

Mine Safety Disclosures

49

Item 5.

Other Information

49

Item 6.

Exhibits

50

Signatures

51

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

ALPHA AND OMEGA SEMICONDUCTOR LIMITED CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands except par value per share)

March 31,

June 30,

2024

2023

ASSETS

Current assets:

Cash and cash equivalents

$

174,387

$

195,188

Restricted cash

208

415

Accounts receivable, net

13,254

22,420

Inventories

198,098

183,247

Other current assets

8,604

22,666

Total current assets

394,551

423,936

Property, plant and equipment, net

339,515

357,831

Operating lease right-of-use assets

24,421

24,349

Intangible assets, net

4,328

6,765

Equity method investment

359,244

366,617

Deferred income tax assets

499

536

Other long-term assets

31,491

19,703

Total assets

$

1,154,049

$

1,199,737

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable

$

42,513

$

50,775

Accrued liabilities

73,587

79,533

Payable related to equity investee, net

14,275

11,950

Income taxes payable

4,490

5,546

Short-term debt

11,584

11,434

Deferred revenue

7,664

8,073

Finance lease liabilities

917

867

Operating lease liabilities

4,909

4,383

Total current liabilities

159,939

172,561

Long-term debt

29,653

38,360

Income taxes payable - long-term

2,978

2,817

Deferred income tax liabilities

26,337

27,283

Finance lease liabilities - long-term

2,522

3,216

Operating lease liabilities - long-term

20,099

20,544

Other long-term liabilities

23,584

51,037

Total liabilities

265,112

315,818

Commitments and contingencies (Note 12)

Shareholders' Equity:

Preferred shares, par value $0.002 per share:

Authorized: 10,000 shares; issued and outstanding: none at March 31, 2024 and June 30, 2023

-

-

Common shares, par value $0.002 per share:

Authorized: 100,000 shares; issued and outstanding: 35,836 shares and 28,697 shares, respectively at

72

70

March 31, 2024 and 34,811 shares and 27,654 shares, respectively at June 30, 2023

Treasury shares at cost: 7,139 shares at March 31, 2024 and 7,157 shares at June 30, 2023

(79,220)

(79,365)

Additional paid-in capital

345,413

329,034

Accumulated other comprehensive loss

(11,125)

(8,111)

Retained earnings

633,797

642,291

Total shareholders' equity

888,937

883,919

Total liabilities and shareholders' equity

$

1,154,049

$

1,199,737

See accompanying notes to these condensed consolidated financial statements.

1

Table of Contents

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(Unaudited, in thousands except per share data)

Three Months Ended March 31,

Nine Months Ended March 31,

2024

2023

2024

2023

Revenue

$

150,060

$

132,560

$

495,978

$

529,796

Cost of goods sold

114,505

101,774

365,497

374,841

Gross profit

35,555

30,786

130,481

154,955

Operating expenses

Research and development

23,095

22,578

68,127

65,435

Selling, general and administrative

22,964

22,610

64,611

69,603

Total operating expenses

46,059

45,188

132,738

135,038

Operating income (loss)

(10,504)

(14,402)

(2,257)

19,917

Other income (loss), net

308

(513)

(138)

(1,432)

Interest income (expense), net

271

5

774

(1,000)

Net income (loss) before income taxes

(9,925)

(14,910)

(1,621)

17,485

Income tax expense

611

2,517

2,643

5,550

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

(10,536)

(17,427)

(4,264)

11,935

investment

Equity method investment income (loss) from equity investee

(676)

(1,480)

(4,085)

1,533

Net income (loss)

$

(11,212)

$

(18,907)

$

(8,349)

$

13,468

Net income (loss) per common share

Basic

$

(0.39)

$

(0.68)

$

(0.30)

$

0.49

Diluted

$

(0.39)

$

(0.68)

$

(0.30)

$

0.46

Weighted average number of common shares used to compute net

income (loss) per share

Basic

28,433

27,710

28,022

27,537

Diluted

28,433

27,710

28,022

29,576

See accompanying notes to these condensed consolidated financial statements.

2

Table of Contents

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited, in thousands)

Three Months Ended March 31,

Nine Months Ended March 31,

2024

2023

2024

2023

Net income (loss)

$

(11,212)

$

(18,907)

$

(8,349)

$

13,468

Other comprehensive income (loss), net of tax

Foreign currency translation adjustment

2,812

3,748

(3,014)

(10,236)

Comprehensive income (loss)

$

(8,400)

$

(15,159)

$

(11,363)

$

3,232

See accompanying notes to these condensed consolidated financial statements.

3

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited, in thousands)

Common Shares

Treasury Shares

Additional

Accumulated

Total

Other

Retained

Paid-In

Comprehensive

Earnings

Shareholders'

Capital

Equity

Shares

Amount

Shares

Amount

Income ( Loss)

Balance, December 31, 2022

34,181

$

68

(6,616)

$

(65,990)

$

316,141

$

(12,904)

$

662,359

$

899,674

Exercise of common stock options and

611

1

-

-

531

-

-

532

release of restricted stock units

Reissuance of treasury stock upon exercise

of common stock options and release of

-

-

6

50

-

-

(50)

-

RSUs

Withholding tax on restricted stock units

(217)

-

-

-

(5,556)

-

-

(5,556)

Repurchase of common shares under shares

-

-

(107)

(2,665)

-

-

-

(2,665)

repurchase program

Share-based compensation

-

-

-

-

10,432

-

-

10,432

Net loss

-

-

-

-

-

-

(18,907)

(18,907)

Foreign currency translation adjustment, net

-

-

-

-

-

3,748

-

3,748

of tax

Balance, March 31, 2023

34,575

$

69

(6,717)

$

(68,605)

$

321,548

$

(9,156)

$

643,402

$

887,258

Common Shares

Treasury Shares

Additional

Accumulated

Total

Other

Retained

Paid-In

Shareholders'

Comprehensive

Earnings

Capital

Equity

Shares

Amount

Shares

Amount

Income (Loss)

Balance, June 30, 2022

33,988

$

68

(6,617)

$

(66,000)

$

288,951

$

1,080

$

629,994

$

854,093

Exercise of common stock options and

683

1

-

-

550

-

-

551

release of restricted stock units

Reissuance of treasury stock upon exercise

of common stock options and release of

-

-

7

60

-

-

(60)

-

RSUs

Withholding tax on restricted stock units

(233)

-

-

-

(6,152)

-

-

(6,152)

Issuance of shares under ESPP

137

-

-

-

4,080

-

-

4,080

Repurchase of common shares under shares

-

-

(107)

(2,665)

-

-

-

(2,665)

repurchase program

Share-based compensation

-

-

-

-

34,119

-

-

34,119

Net income

-

-

-

-

-

-

13,468

13,468

Foreign currency translation adjustment, net

-

-

-

-

-

(10,236)

-

(10,236)

of tax

Balance, March 31, 2023

34,575

$

69

(6,717)

$

(68,605)

$

321,548

$

(9,156)

$

643,402

$

887,258

See accompanying notes to these condensed consolidated financial statements.

4

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited, in thousands)

Common Shares

Treasury Shares

Additional

Accumulated

Total

Other

Retained

Paid-In

Shareholders'

Comprehensive

Earnings

Capital

Equity

Shares

Amount

Shares

Amount

Income (Loss)

Balance, December 31, 2023

35,205

$

70

(7,154)

$

(79,343)

$

342,636

$

(13,937)

$

645,132

$

894,558

Exercise of common stock options and

918

2

-

-

1,053

-

-

1,055

release of restricted stock units

Reissuance of treasury stock upon exercise

of common stock options and release of

-

15

123

-

-

(123)

-

RSUs

Withholding tax on restricted stock units

(287)

-

-

-

(6,741)

-

-

(6,741)

Issuance of shares under ESPP

-

-

-

-

-

-

-

-

Share-based compensation

-

-

-

-

8,465

-

-

8,465

Net income

-

-

-

-

-

-

(11,212)

(11,212)

Foreign currency translation adjustment, net

-

-

-

-

-

2,812

-

2,812

of tax

Balance, March 31, 2024

35,836

$

72

(7,139)

$

(79,220)

$

345,413

$

(11,125)

$

633,797

$

888,937

Common Shares

Treasury Shares

Additional

Accumulated

Total

Other

Retained

Paid-In

Shareholders'

Comprehensive

Earnings

Capital

Equity

Shares

Amount

Shares

Amount

Loss

Balance, June 30, 2023

34,811

$

70

(7,157)

$

(79,365)

$

329,034

$

(8,111)

$

642,291

$

883,919

Exercise of common stock options and

1,156

2

-

-

2,225

-

-

2,227

release of restricted stock units

Reissuance of treasury stock upon exercise

of common stock options and release of

-

-

18

145

-

-

(145)

-

RSUs

Withholding tax on restricted stock units

(308)

-

-

-

(7,343)

-

-

(7,343)

Issuance of shares under ESPP

177

-

-

-

3,423

-

-

3,423

Share-based compensation

-

-

-

-

18,074

-

-

18,074

Net income

-

-

-

-

-

-

(8,349)

(8,349)

Foreign currency translation adjustment, net

-

-

-

-

-

(3,014)

-

(3,014)

of tax

Balance, March 31, 2024

35,836

$

72

(7,139)

$

(79,220)

$

345,413

$

(11,125)

$

633,797

$

888,937

See accompanying notes to these condensed consolidated financial statements.

Disclaimer

Alpha & Omega Semiconductor Ltd. published this content on 22 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 May 2024 00:12:20 UTC.

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