AOS(AOSL) - 2023 Q4 - Annual Report

Part I Business AOS designs and supplies a broad portfolio of power semiconductors, utilizing a hybrid manufacturing model and diversifying beyond its core PC market Overview and Strategy AOS designs power semiconductors, diversifies beyond PC, uses a hybrid manufacturing model, and deconsolidated its Chongqing JV - The company designs, develops, and supplies a broad portfolio of approximately 2,600 power semiconductor products[9] - As of June 30, 2023, AOS holds an extensive intellectual property portfolio, including 918 U.S. patents and 980 foreign patents[9][61] - The company's business model utilizes both an in-house 8-inch wafer fabrication facility in Oregon and third-party foundries to balance proprietary technology development with cost-effective high-volume manufacturing[11][21] - AOS deconsolidated its Chongqing JV Company in December 2021 and now holds a 42.2% equity interest, accounting for it using the equity method; a wafer production capacity guarantee is in place with the JV[13][26] - While the PC market remains its largest end-market, the company is actively diversifying into consumer, communications, and industrial sectors to mitigate market concentration risk[22] Products and New Introductions AOS's product portfolio includes power discretes and ICs, with new introductions in FY2023 like SiC MOSFETs and USB Type-C EPR switches - The company's product portfolio consists of two major categories: power discretes (MOSFETs, IGBTs, SiC products) and power ICs (DrMOS, EZBuck, smart load switches)[27][28][29] - During fiscal year 2023, new product introductions included 600V αMOS7™ Super Junction MOSFETs for high-density applications like servers and EV charging[33] - The company launched a new 650V and 750V SiC MOSFET platform targeting industrial applications (solar inverters, motor drives) and automotive systems (on-board chargers, traction inverters)[36] - New power ICs were introduced to support the USB Type-C Extended Power Range (EPR) standard, enabling power delivery up to 140W for high-performance laptops and other devices[34][35] Sales, Customers, and Competition AOS primarily sells through distributors, with two accounting for over half of revenue, and faces intense competition from major semiconductor suppliers Revenue Concentration from Major Distributors (FY2021-2023) | Distributor | FY 2023 | FY 2022 | FY 2021 | | :--- | :--- | :--- | :--- | | WPG Holdings Limited | 35.6% | 39.7% | 35.4% | | Promate Electronic Co. Ltd. | 21.6% | 24.6% | 28.7% | | Total | 57.2% | 64.3% | 64.1% | - Key competitors in power discretes include Infineon, ON Semiconductor, and STMicroelectronics, while power IC competitors include Monolithic Power Systems and Texas Instruments[44][123] Operations and R&D AOS utilizes a hybrid manufacturing model for wafer fabrication and packaging, with R&D expenditures increasing to $88.1 million in FY2023 Research and Development Expenditures (FY2021-2023) | Fiscal Year | R&D Expense (in millions) | | :--- | :--- | | 2023 | $88.1 | | 2022 | $71.3 | | 2021 | $63.0 | - Wafer fabrication is split between the in-house Oregon Fab and third-party foundries; HHGrace, the main third-party foundry, manufactured 9.6% of wafers used in FY2023[52] - The company's in-house packaging and testing facilities in Shanghai have a combined capacity of over 600 million parts per month[55] Human Capital and Other Matters AOS had 2,468 employees globally as of June 30, 2023, and adheres to various environmental and export control regulations - As of June 30, 2023, the company had 2,468 employees globally, with 781 in the U.S. and 1,502 in China[64] - The company is subject to and has implemented procedures to comply with export control laws, environmental regulations (ISO 14001, RoHS), and conflict minerals rules[70][71][72][73] Risk Factors The company faces significant risks from semiconductor cyclicality, PC market reliance, geopolitical tensions, JV control, and distributor concentration - The business is exposed to the cyclicality of the semiconductor industry and macroeconomic downturns, which have negatively affected financial performance in 2023 due to industry-wide inventory correction[91] - A significant portion of revenue (35.2% in FY2023) is derived from the PC market, and a continued decline in this market could materially harm operating results[92] - Geopolitical and economic conflicts between the U.S. and China, where the company has significant operations, could disrupt business, increase compliance costs, and reduce demand[100] - Having relinquished control of the Chongqing JV, the company faces risks of reduced manufacturing capacity allocation and less favorable pricing, as it no longer has a controlling interest[101][102] - The company relies heavily on two distributors, WPG and Promate, which collectively accounted for 57.2% of revenue in FY2023, creating significant concentration risk[132] - An ongoing Department of Justice (DOJ) investigation into the company's compliance with export control regulations related to Huawei presents legal and financial risks, with an unpredictable outcome[159][160] Unresolved Staff Comments The company reports no unresolved staff comments from the SEC - The company reports no unresolved staff comments from the SEC[224] Properties The company's principal properties include R&D, wafer fabrication, and packaging/testing facilities in California, Oregon, and Shanghai Principal Properties | Location | Square Footage | Primary Use | | :--- | :--- | :--- | | Sunnyvale, CA, USA | 57,000 | R&D, marketing, sales, admin | | Hillsboro, OR, USA | 252,950 | Wafer fabrication facility | | Shanghai, China (Facility 1) | 191,540 | Packaging and testing | | Shanghai, China (Facility 2) | 250,198 | Packaging and testing | Legal Proceedings The company is under a DOJ investigation for export control compliance related to Huawei, with shipments suspended since late 2019 - The company is under investigation by the DOJ for compliance with export control regulations related to business with Huawei[228] - Shipments to Huawei were suspended after December 31, 2019, at the request of the DOC, and the matter is still under review[228] Mine Safety Disclosures This item is not applicable to the company - This item is not applicable to the company[230] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities AOSL common shares trade on NASDAQ; the company has never paid dividends and completed a $30.0 million share repurchase program in FY2023 - The company's common shares are traded on the NASDAQ Global Select Market under the symbol AOSL[232] - The company has never paid cash dividends and does not plan to in the foreseeable future[233] - During Q4 FY2023, the company repurchased 441,269 shares, which terminated and completed its $30.0 million share repurchase program[236][237] Reserved This item is reserved Management's Discussion and Analysis of Financial Condition and Results of Operations FY2023 revenue decreased 11.1% to $691.3 million, gross margin contracted, and net income significantly declined due to market downturns and a prior-year one-time gain Results of Operations FY2023 revenue declined 11.1% to $691.3 million, gross margin fell to 28.9%, and net income significantly decreased due to market weakness and a prior-year gain Key Financial Results (FY2021-2023) | Metric (in thousands) | FY 2023 | FY 2022 | FY 2021 | | :--- | :--- | :--- | :--- | | Revenue | $691,321 | $777,552 | $656,902 | | Gross Profit | $199,536 | $268,556 | $204,543 | | Gross Margin | 28.9% | 34.5% | 31.1% | | Operating Income | $22,529 | $102,038 | $64,076 | | Net Income | $12,364 | $453,163 | $58,116 | | Diluted EPS | $0.42 | $16.07 | $2.13 | Revenue by End Market (FY2023 vs. FY2022) | End Market | FY 2023 Revenue (M) | FY 2022 Revenue (M) | YoY Change | | :--- | :--- | :--- | :--- | | Computing | $243.3 | $345.9 | -29.7% | | Consumer | $180.8 | $160.8 | +12.4% | | Communication | $103.2 | $110.4 | -6.5% | | Power Supply & Industrial | $150.2 | $149.0 | +0.8% | - The decrease in FY2023 revenue was primarily driven by a 30.1% decrease in unit shipments, partially offset by a 26.9% increase in average selling price due to a shift in product mix[284] - R&D expenses increased 23.7% to $88.1 million in FY2023, driven by higher employee compensation, depreciation, and product prototyping costs for new engineering activities[289][290] - FY2022 net income included a one-time gain of $399.1 million from the deconsolidation of the JV Company[300] Liquidity and Capital Resources Cash and equivalents decreased to $195.6 million in FY2023, with net cash from operations significantly reduced, but liquidity is deemed sufficient Cash Flow Summary (FY2021-2023) | Cash Flow (in thousands) | FY 2023 | FY 2022 | FY 2021 | | :--- | :--- | :--- | :--- | | Net cash from operating activities | $20,473 | $218,865 | $128,744 | | Net cash used in investing activities | $(109,630) | $(130,822) | $(72,539) | | Net cash (used in) from financing activities | $(29,611) | $21,854 | $(18,991) | - Cash, cash equivalents, and restricted cash decreased to $195.6 million at June 30, 2023, from $314.7 million at June 30, 2022[321] - In February 2023, the company entered into a $45 million license and engineering service agreement for its SiC technology, receiving $24.8 million in upfront fees by July 2023[307] - As of June 30, 2023, the company had total contractual obligations of $221.0 million, including $49.9 million in bank borrowings and $137.2 million in capital and purchase commitments[332] Critical Accounting Policies and Estimates Critical accounting policies involve significant estimates for revenue recognition, inventory valuation, and income taxes, requiring complex judgments and forecasts - Revenue recognition requires significant estimates for variable consideration, including stock rotation returns and price adjustments for distributors[338] - Inventory valuation is a critical estimate, based on sales forecasts, historical usage, and market conditions to determine provisions for excess and obsolete inventory[345] - Accounting for income taxes involves complex judgments regarding deferred tax assets, valuation allowances, and uncertain tax positions across various jurisdictions[346][347] - Share-based compensation expense is calculated using valuation models (e.g., Black-Scholes, Monte-Carlo) that require subjective assumptions like stock price volatility and expected term[352] Quantitative and Qualitative Disclosures About Market Risk The company faces market risks from foreign currency fluctuations, variable interest rates on borrowings, and commodity price volatility for raw materials - The company has exposure to foreign currency risk as operating expenses for its overseas operations are denominated in local currencies, primarily the Chinese Yuan (RMB)[355] - As of June 30, 2023, the company had $49.8 million in outstanding loans and $4.1 million in financing leases subject to interest rate fluctuations; a hypothetical 10% increase in interest rates would result in an additional $0.3 million in annual interest expense[356] - The company is subject to commodity price risk from raw materials like gold; a hypothetical 10% change in the cost of these materials would impact net earnings by approximately $0.6 million[357] Financial Statements and Supplementary Data This section refers to the consolidated financial statements and supplementary data located in Part IV, Item 15 of the annual report - The company's consolidated financial statements and notes are filed as part of Item 15 of the annual report[359] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - The company reports no changes in or disagreements with its accountants on accounting and financial disclosure[359] Controls and Procedures Management concluded disclosure controls were ineffective as of June 30, 2023, due to a material weakness in IT general controls over inventory costing - Management concluded that disclosure controls and procedures were not effective as of June 30, 2023, due to a material weakness in internal control over financial reporting[360][363] - The material weakness identified involves deficiencies in IT general controls (user access, segregation of duties) for an inventory costing system and a failure to test controls over the reliability of inventory costing[364] - A remediation plan is being implemented to improve IT general controls and to identify and test controls related to inventory costing[365][366] Other Information Executive Chairman Mike Chang and CFO Yifan Liang adopted Rule 10b5-1 trading plans in Q4 FY2023 for common share sales Rule 10b5-1 Trading Plans Adopted in Q4 FY2023 | Name | Title | Date of Adoption | Aggregate Shares to be Sold | | :--- | :--- | :--- | :--- | | Mike Chang | Executive Chairman | May 26, 2023 | 180,000 | | Yifan Liang | Chief Financial Officer | May 24, 2023 | 80,000 | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - This item is not applicable to the company[373] Part III Directors, Executive Officers and Corporate Governance Information on directors, executive officers, and corporate governance is incorporated by reference from the 2023 Proxy Statement - Information regarding directors, executive officers, and corporate governance is incorporated by reference from the 2023 Proxy Statement[376] Executive Compensation Information regarding executive compensation is incorporated by reference from the 2023 Proxy Statement - Information regarding executive compensation is incorporated by reference from the 2023 Proxy Statement[377] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information regarding security ownership and equity compensation plans is incorporated by reference from the 2023 Proxy Statement - Information regarding security ownership and equity compensation plans is incorporated by reference from the 2023 Proxy Statement[378] Certain Relationships and Related Transactions, and Director Independence Information regarding related party transactions and director independence is incorporated by reference from the 2023 Proxy Statement - Information regarding related party transactions and director independence is incorporated by reference from the 2023 Proxy Statement[379] Principal Accountant Fees and Services Information regarding principal accountant fees and services is incorporated by reference from the 2023 Proxy Statement - Information regarding principal accountant fees and services is incorporated by reference from the 2023 Proxy Statement[380] Part IV Exhibits and Financial Statement Schedules This section includes consolidated financial statements, schedules, and auditor reports, noting a material weakness in internal control over financial reporting - This section includes the consolidated financial statements, notes, and financial statement schedules[383] - The report of the independent registered public accounting firm, Baker Tilly US, LLP, states that the company did not maintain effective internal control over financial reporting as of June 30, 2023, due to a material weakness related to inventory costing controls[387][388]