ALPHA & OMEGA SEMICONDUCTOR Ltd [AOSL] Filings

10-Q 1 aosl-20220331.htm 10-Q aosl-20220331

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, 2022

☐ 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)

Smaller reporting company

☐

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. ☐


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 28, 2022: 27,068,51625,770,998

Alpha and Omega Semiconductor Limited

Form 10-Q

Fiscal Second Quarter Ended March 31, 2022

TABLE OF CONTENTS


		Page
Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements:	1
	Condensed Consolidated Balance Sheets as of March 31, 202 2 and June 30, 2021 (Unaudited)	1
	Condensed Consolidated Statements of Income for the Three and Nine Months Ended March 31, 202 2 and 202 1 (Unaudited)	2
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended March 31, 202 2 and 202 1 (Unaudited)	3
	Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended March 31, 202 2 and 202 1 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 202 2 and 202 1 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Controls and Procedures	48
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 3.	Defaults Upon Senior Securities	53
Item 4.	Mine Safety Disclosures	53
Item 5.	Other Information	53
Item 6.	Exhibits	54
	Signatures	55

PART I. FINANCIAL INFORMATION


ALPHA AND OMEGA SEMICONDUCTOR LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands except par value per share)
	March 31, 2022		June 30, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	323,134	$	202,412
Restricted cash	236		233
Accounts receivable, net	39,207		35,789

Inventories	143,538		154,293

Other current assets	11,698		14,595
Total current assets	517,813		407,322
Property, plant and equipment, net	245,770		436,977
Operating lease right-of-use assets, net	24,971		34,660
Intangible assets, net	10,890		13,410

Equity method investment	379,824		—
Deferred income tax assets	436		5,167
Restricted cash - long-term	—		2,168
Other long-term assets	29,465		18,869
Total assets	$	1,209,169	$	918,573
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	69,758	$	80,699
Accrued liabilities	91,333		69,494
Payable related to equity investee, net	15,171		—
Income taxes payable	6,733		2,604
Short-term debt	11,332		58,030

Finance lease liabilities	862		16,724
Operating lease liabilities	4,303		5,679
Total current liabilities	199,492		233,230
Long-term debt	53,887		77,990
Income taxes payable - long-term	1,359		1,319
Deferred income tax liabilities	29,192		2,448
Finance lease liabilities - long-term	3,834		12,698
Operating lease liabilities - long-term	22,120		30,440
Other long-term liabilities	72,384		44,123
Total liabilities	382,268		402,248
Commitments and contingencies (Note 12)
Equity:
Preferred shares, par value $0.002 per share:
Authorized: 10,000 shares; issued and outstanding: none at March 31, 2022 and June 30, 2021	—		—
Common shares, par value $0.002 per share:
Authorized: 100,000 shares; issued and outstanding: 33,681 shares and 27,063 shares, respectively at March 31, 2022 and 32,975 shares and 26,350 shares, respectively at June 30, 2021	67		66
Treasury shares at cost: 6,618 shares at March 31, 2022 and 6,625 shares at June 30, 2021	(66,006)		(66,064)
Additional paid-in capital	276,509		259,993
Accumulated other comprehensive income	1,422		2,315
Retained earnings	614,909		176,895
Total Alpha and Omega Semiconductor Limited shareholder's equity	826,901		373,205
Noncontrolling interest	—		143,120
Total equity	826,901		516,325
Total liabilities and equity	$	1,209,169	$	918,573

See accompanying notes to these condensed consolidated financial statements.

Table of Contents

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited, in thousands except per share data)



	Three Months Ended March 31,				Nine Months Ended March 31,
	2022		2021		2022		2021
Revenue	$	203,239	$	169,212	$	583,593	$	479,593
Cost of goods sold	130,837		116,521		378,259		335,630
Gross profit	72,402		52,691		205,334		143,963
Operating expenses
Research and development	16,545		15,557		50,873		45,671
Selling, general and administrative	24,625		19,338		70,563		56,579

Total operating expenses	41,170		34,895		121,436		102,250
Operating income	31,232		17,796		83,898		41,713

Other income (loss), net	263		(253)		720		2,087
Interest income (expense), net	(308)		(1,562)		(3,025)		(4,832)
Gain on deconsolidation of the JV Company	—		—		399,093		—
Gain (loss) on changes of equity interest in the JV Company, net	4,501		—		(3,140)		—
Net income before income taxes	35,688		15,981		477,546		38,968

Income tax expense	2,902		1,014		38,318		2,694
Net income before loss from equity method investment	32,786		14,967		439,228		36,274
Equity method investment loss from equity investee	1,136		—		1,136		—
Net income	31,650		14,967		438,092		36,274
Net gain (loss) attributable to noncontrolling interest	—		(1,133)		20		(2,303)
Net income attributable to Alpha and Omega Semiconductor Limited	$	31,650	$	16,100	$	438,072	$	38,577

Net income per common share attributable to Alpha and Omega Semiconductor Limited
Basic	$	1.18	$	0.62	$	16.47	$	1.51
Diluted	$	1.11	$	0.58	$	15.58	$	1.42
Weighted average number of common shares attributable to Alpha and Omega Semiconductor Limited used to compute net income per share
Basic	26,829		25,882		26,596		25,631
Diluted	28,423		27,716		28,116		27,128

See accompanying notes to these condensed consolidated financial statements.

Table of Contents

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited, in thousands)


	Three Months Ended March 31,				Nine Months Ended March 31,
	2022		2021		2022		2021
Net income including noncontrolling interest	$	31,650	$	14,967	$	438,092	$	36,274
Other comprehensive income, net of tax
Foreign currency translation adjustment	162		(799)		1,649		11,718
Cumulative translation adjustment removal due to deconsolidation of the JV Company	—		—		(3,642)		—

Comprehensive income	31,812		14,168		436,099		47,992
Less: Noncontrolling interest	—		(1,447)		(1,080)		3,292
Comprehensive income attributable to Alpha and Omega Semiconductor Limited	$	31,812	$	15,615	$	437,179	$	44,700

See accompanying notes to these condensed consolidated financial statements.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited, in thousands)


	Common Shares		Treasury Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total AOS Shareholders' Equity		Noncontrolling Interest		Total Equity






















Balance, December 31, 2020	$	65	$	(66,097)	$	254,980	$	1,481	$	141,289	$	331,718	$	142,938	$	474,656
Exercise of common stock options and release of restricted stock units	—		—		129		—		—		129		—		129
Reissuance of treasury stock upon exercise of common stock options and release of restricted stock units	—		33		—		—		(33)		—		—		—
Withholding tax on restricted stock units	—		—		(5,200)		—		—		(5,200)		—		(5,200)


Share-based compensation	—		—		3,025		—		—		3,025		—		3,025

Net income (loss) including noncontrolling interest	—		—		—		—		16,100		16,100		(1,133)		14,967
Foreign currency translation adjustment	—		—		—		(485)		—		(485)		(314)		(799)

Balance, March 31, 2021	$	65	$	(66,064)	$	252,934	$	996	$	157,356	$	345,287	$	141,491	$	486,778



	Common Shares		Treasury Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total AOS Shareholders' Equity		Noncontrolling Interest		Total Equity
Balance, June 30, 2020	$	64	$	(66,184)	$	246,103	$	(5,127)	$	118,833	$	293,689	$	138,199	$	431,888
Exercise of common stock options and release of restricted stock units	—		—		1,624		—		—		1,624		—		1,624
Reissuance of treasury stock upon exercise of common stock options and release of restricted stock units	—		120		—		—		(54)		66		—		66
Withholding tax on restricted stock units	—		—		(6,153)		—		—		(6,153)		—		(6,153)
Issuance of shares under ESPP	1		—		1,635		—		—		1,636		—		1,636

Share-based compensation	—		—		7,725		—		—		7,725		—		7,725
Restricted stock units settlement in connection with service	—		—		2,000		—		—		2,000		—		2,000
Net income (loss) including noncontrolling interest	—		—		—		—		38,577		38,577		(2,303)		36,274
Foreign currency translation adjustment	—		—		—		6,123		—		6,123		5,595		11,718

Balance, March 31, 2021	$	65	$	(66,064)	$	252,934	$	996	$	157,356	$	345,287	$	141,491	$	486,778

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited, in thousands)


	Common Shares		Treasury Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total AOS Shareholders' Equity		Noncontrolling Interest		Total Equity
























Balance, December 31, 2021	$	67	$	(66,046)	$	275,410	$	1,260	$	583,299	$	793,990	$	—	$	793,990
Exercise of common stock options and release of restricted stock units	—		—		558		—		—		558		—		558
Reissuance of treasury stock upon exercise of common stock options and release of RSUs	—		40		—		—		(40)		—		—		—
Withholding tax on restricted stock units	—		—		(7,732)		—		—		(7,732)		—		(7,732)


Share-based compensation	—		—		8,273		—		—		8,273		—		8,273

Net income including noncontrolling interest	—		—		—		—		31,650		31,650		—		31,650
Foreign currency translation adjustment	—		—		—		162		—		162		—		162



Balance, March 31, 2022	$	67	$	(66,006)	$	276,509	$	1,422	$	614,909	$	826,901	$	—	$	826,901

	Common Shares		Treasury Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total AOS Shareholders' Equity		Noncontrolling Interest		Total Equity
Balance, June 30, 2021	$	66	$	(66,064)	$	259,993	$	2,315	$	176,895	$	373,205	$	143,120	$	516,325
Exercise of common stock options and release of restricted stock units	—		—		859		—		—		859		—		859
Reissuance of treasury stock upon exercise of common stock options and release of RSUs	—		58		—		—		(58)		—		—		—
Withholding tax on restricted stock units	—		—		(8,354)		—		—		(8,354)		—		(8,354)
Issuance of shares under ESPP	1		—		2,422		—		—		2,423		—		2,423

Share-based compensation	—		—		21,189		—		—		21,189		—		21,189
Restricted stock units settlement in connection with service	—		—		400		—		—		400		—		400
Net income including noncontrolling interest through December 1, 2021	—		—		—		—		438,072		438,072		20		438,092
Foreign currency translation adjustment	—		—		—		900		—		900		749		1,649

Deconsolidation of noncontrolling interest	—		—		—		(1,793)		—		(1,793)		(143,889)		(145,682)

Balance, March 31, 2022	$	67	$	(66,006)	$	276,509	$	1,422	$	614,909	$	826,901	$	—	$	826,901

See accompanying notes to these condensed consolidated financial statements.

Table of Contents

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)


	Nine Months Ended March 31,
	2022		2021
Cash flows from operating activities
Net income including noncontrolling interest through December 1, 2021	$	438,092	$	36,274
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on deconsolidation of the JV Company	(399,093)		—
Loss on changes of equity interest in the JV Company, net	3,140		—
Deferred income tax on deconsolidation and changes of equity interest in the JV Company	29,973		—
Depreciation and amortization	34,263		39,434

Loss on equity investment	1,136		—

Share-based compensation expense	21,454		9,925


Deferred income taxes, net	2,182		732
Loss on disposal of property and equipment	57		40

Changes in operating assets and liabilities, net of effects of a divestiture
Accounts receivable	(3,610)		(20,448)
Inventories	(42,914)		(9,582)
Other current and long-term assets	(10,078)		(2,297)
Other payable, equity investee	34,375		—
Accounts payable	15,608		(224)


Income taxes payable	(1)		1,097
Income taxes payable on deconsolidation and changes of equity interest in the JV Company	3,490		—
Accrued and other liabilities	65,122		29,573
Net cash provided by operating activities	193,196		84,524
Cash flows from investing activities
Proceeds from sale of equity interest in the JV Company	26,347		—
Deconsolidation of cash and cash equivalents of the JV Company	(20,734)		—
Purchases of property and equipment excluding the JV Company	(82,980)		(24,913)
Purchases of property and equipment in JV Company	(15,026)		(15,628)




Proceeds from sale of property and equipment	9		10


Government grant related to equipment	1,242		119
Net cash used in investing activities	(91,142)		(40,412)
Cash flows from financing activities
Withholding tax on restricted stock units	(8,354)		(6,153)
Proceeds from exercise of stock options and ESPP	3,282		3,326


Proceeds from borrowings	59,262		42,858
Repayments of borrowings	(33,663)		(44,087)
Principal payments on finance leases	(4,176)		(12,267)
Net cash provided by (used in) financing activities	16,351		(16,323)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	152		3,982
Net increase in cash, cash equivalents and restricted cash	118,557		31,771
Cash, cash equivalents and restricted cash at beginning of period	204,813		162,704
Cash, cash equivalents and restricted cash at end of period	$	323,370	$	194,475

Supplemental disclosures of non-cash investing and financing information:
Property and equipment purchased but not yet paid	$	25,565	$	16,912

See accompanying notes to these condensed consolidated financial statements.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. The Company and Significant Accounting Policies

The Company

Alpha and Omega Semiconductor Limited and its subsidiaries (the “Company”, “AOS”, “we” or “us”) design, develop and supply a broad range of power semiconductors. The Company's 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. The Company conducts its operations primarily in the United States of America (“USA”), Hong Kong, China, and South Korea.

Basis of Preparation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Article 10 of Securities and Exchange Commission Regulation S-X, as amended. They do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. GAAP for complete financial statements. These Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation of the results of operations for the periods presented have been included in the interim periods. Operating results for the nine months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2022 or any other interim period. The consolidated balance sheet at June 30, 2021 is derived from the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021.

Reclassification

The Company has reclassified certain amounts previously reported in its financial statements to conform to the current presentation. These reclassifications did not have a material impact on our Condensed Consolidated Financial Statements. See Note 11.

Joint Venture and Deconsolidation

On March 29, 2016, the Company entered into a joint venture contract (the “JV Agreement”) with two investment funds owned by the Municipality of Chongqing (the “Chongqing Funds”), pursuant to which the Company and the Chongqing Funds formed a joint venture, (the “JV Company”), for the purpose of constructing and operating a power semiconductor packaging, testing and 12-inch wafer fabrication facility (“Fab”) in the LiangJiang New Area of Chongqing, China (the “JV Transaction”). The Fab is being built in phases. As of December 1, 2021, the Company owned 50.9%, and the Chongqing Funds owned 49.1% of the equity interest in the JV Company. The Joint Venture was accounted under the provisions of the consolidation guidance since the Company had controlling financial interest until December 1, 2021.

Effective December 1, 2021, the Company entered into a share transfer agreement (the “STA”) with a third-party investor (the “Investor”), pursuant to which the Company sold to the Investor approximately 2.1% of outstanding equity interest held by the Company in the JV Company for an aggregate purchase price of RMB 108 million or approximately $16.9 million (the “Transaction”). The Transaction was closed on December 2, 2021 (the “Closing Date”). As a result of the Transaction, as of the Closing Date, the Company’s equity interest in the JV Company decreased from 50.9% to 48.8%. Also, the Company’s right to designate directors on the board of JV Company was reduced to three (3) out of seven (7) directors from four (4) directors prior to the Transaction. As a result of the Transaction, AOS no longer had a controlling financial interest in the JV Company under generally accepted accounting principles. Loss of control is deemed to have occurred when, among other things, a parent company owns less than a majority of the outstanding equity interest in the subsidiary, lacks a controlling financial interest in the subsidiary and, is unable to unilaterally control the subsidiary through other means such as having, or the ability to obtain or represent, a majority of the subsidiary’s Board of Directors. Because of these factors, as of December 2, 2021, the Company ceased having control over the JV Company. Therefore, the Company deconsolidated the financial

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

statements of the JV Company as of that date. Subsequently, the Company has accounted for its investment in the JV Company using the equity method of accounting.

On December 24, 2021, the Company entered into a share transfer agreement with another third-party investor, pursuant to which the Company sold to this investor 1.1% of outstanding equity interest held by the Company in the JV Company for an aggregate purchase price of RMB 60 million, or approximately $9.4 million. In addition, the JV Company adopted an employee equity incentive plan and issued an equity interest equivalent to 3.99% of the JV Company in exchange for cash. As a result, the Company owned 45.8% of the equity interest in the JV Company as of December 31, 2021.

On January 26, 2022, the JV Company completed a financing transaction pursuant to a corporate financing agreement (the “Financing Agreement”) between the JV Company and certain third-party investors (the “New Investors”). Under the Financing Agreement, the New Investors purchased newly issued equity interest of JV for a total purchase price of RMB 509 million (or approximately $80 million based on the currency exchange rate as of January 26, 2022) (the “Investment”). Immediately following the closing of the Investment, the percentage of outstanding JV equity interest beneficially owned by the Company was further reduced to 42.2%.

Certain Significant Risks and Uncertainties Related to Outbreak of Coronavirus Disease 2019 (“COVID-19”)

The COVID-19 pandemic has had and continues to have a negative impact on business and economic activities across the globe. As a result of the COVID-19 pandemic and the global economic downturn and changing consumer behaviors due to various restrictions imposed by governments, the Company has experienced shifting market trends, including an increasing demand in the markets for notebooks, PCs and gaming devices and decreasing demand for mobile phone and industrial products, as more consumers are staying at and working from home. While the Company has recently benefited from the increasing demand of consumer electronics and PC related products, there is no guarantee that this trend will continue, and such increasing demand may discontinue or decline as government authorities relax and terminate COVID-19 related restrictions and consumer behaviors change. Furthermore, as the COVID-19 pandemic continues and global economic downturn and high unemployment persists, consumer spending may slow down substantially, in which case the Company may experience a significant decline of customer orders for its products, including those designed for PC-related applications, and such decline will adversely affect its financial conditions and results of operations. The full extent of the future impact of the COVID-19 pandemic on the Company’s operational and financial performance is uncertain and will depend on many factors outside the Company’s control, including, without limitation, the timing, extent, trajectory and duration of the pandemic; the availability, distribution and effectiveness of vaccines; the spread of new variants of COVID-19; the continued or renewed imposition of protective public safety measures and government mandates; the continuing disruption of global supply chain affecting the semiconductor industry; and the impact of the pandemic on the global economy and demand for consumer products.

In April 2022, the operations of our two packaging and testing facilities in Shanghai, China were suspended due to a strict lockdown of the city imposed by the local government in response to surging COVID cases. Our facilities in Shanghai were required to shut down and production was halted beginning in mid-April. Transportation suspension in and out of Shanghai also interrupted the shipping of raw materials and finished parts to and from our facilities. We have been working closely with factory management to separate non-infected employees from infected employees, perform regular COVID-19 testing, and secure food, water, and other necessary supplies to support employees who have been affected. In addition, we have been working with local authorities to obtain permission to reopen the facilities, and as of the date of this Form 10-Q, we have received permission to reopen our facilities partially under a “closed-loop” arrangement. Under this arrangement, some of our employees are allowed to live and work on the premises. However, the pace at which we can resume full operations remains challenging due to difficulties in bringing back our workforce to the facilities, procuring certain raw materials and resolving logistical bottlenecks. Currently we intend to gradually ramp up production at these facilities in May and return to normal operation in June 2022, assuming no additional restriction and lockdown are imposed by the government. Furthermore, while we seek to secure alternative sources of packaging capacity from third-party providers to mitigate the loss of in-house packaging capacity, there is no guarantee that such sources are available. Even if alternative sources are available, it will be difficult to complete the transition to a new supplier efficiently and timely, and we currently do not expect to secure sufficient third-party sources to substitute or replace fully our in-house packaging and testing capacity. The suspension of our Shanghai facilities, and the subsequent partial resumption of production, reduces our ability to complete orders from our customers in a timely manner, or at all, which is expected to adversely affect our revenue and results of operation for the three months ending June 30, 2022. It is uncertain how long the Shanghai government intends to impose a shutdown, and even when lifted, the government may reimpose strict zero-positive-case requirements and lockdown. It is not possible to predict at this time the ultimate duration of these restrictions or the impact on financial results in the near-term.

Use of Estimates

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires the Company to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. To the extent there are material differences between these estimates and actual results, the Company's Condensed Consolidated Financial Statements will be affected. On an ongoing basis, the Company evaluates the estimates, judgments and assumptions including those related to stock rotation returns, price adjustments, allowance for doubtful accounts, inventory reserves, warranty accrual, income taxes, leases, share-based compensation, recoverability of and useful lives for property, plant and equipment and intangible assets, as well as the economic implications of the COVID-19 pandemic.

Leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities and long-term operating lease liabilities on the Company's Condensed Consolidated Balance Sheets. Finance leases are included in property, plant and equipment, finance lease liabilities and long-term finance leases liabilities on the Condensed Consolidated Balance Sheets.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company uses an estimate of its incremental borrowing rate based on the information available at the lease commencement date. The operating lease ROU assets also include any lease payments made and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating lease expense is generally recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred and are not included within the operating lease ROU asset and lease liability calculation. The Company does not record leases on the Condensed Consolidated Balance Sheet with a term of one year or less. The Company elected to combine its lease and non-lease components as a single lease component for all asset classes.

Revenue recognition

The Company determines revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, a performance obligation is satisfied. The Company recognizes product revenue at a point in time when product is shipped to the customer, net of estimated stock rotation returns and price adjustments that it expects to provide to certain distributors. The Company presents revenue net of sales taxes and any similar assessments. Our standard payment terms range from 30 to 60 days.

The Company sells its products primarily to distributors, who in turn sell the products globally to various end customers. The Company allows stock rotation returns from certain distributors. Stock rotation returns are governed by contract and are limited to a specified percentage of the monetary value of products purchased by distributors during a specified period. The Company records an allowance for stock rotation returns based on historical returns and individual distributor agreements. The Company also provides special pricing to certain distributors, primarily based on volume, to encourage resale of the Company’s products. Allowance for price adjustments is recorded against accounts receivable and the provision for stock rotation rights is included in accrued liabilities on the Condensed Consolidated Balance Sheets.

The Company’s performance obligations relate to contracts with a duration of less than one year. The Company elected to apply the practical expedient provided in ASC 606, “Revenue from Contracts with Customers”. Therefore, the Company is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.

The Company recognizes the incremental direct costs of obtaining a contract, which consist of sales commissions, when control over the products they relate to transfers to the customer. Applying the practical expedient, the Company recognizes commissions as expense when incurred, as the amortization period of the commission asset the Company would have otherwise recognized is less than one year.

Packaging and testing services revenue is recognized at a point in time upon shipment of serviced products to the customer.

Share-based Compensation Expense

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company maintains an equity-settled, share-based compensation plan to grant restricted share units and stock options. The Company recognizes expense related to share-based compensation awards that are ultimately expected to vest based on estimated fair values on the date of grant. The fair value of restricted share units is based on the fair value of the Company's common share on the date of grant. For restricted stock awards subject to market conditions, the fair value of each restricted stock award is estimated at the date of grant using the Monte-Carlo pricing model. The fair value of stock options is estimated on the date of grant using the Black-Scholes option valuation model. Share-based compensation expense is recognized on the accelerated attribution basis over the requisite service period of the award, which generally equals the vesting period. The Employee Share Purchase Plan (the “ESPP”) is accounted for at fair value on the date of grant using the Black-Scholes option valuation model.

Restricted Cash

The Company maintains restricted cash in connection with cash balances temporarily restricted for regular business operations, including the possibility of a dispute with a vendor. In addition, as a condition of certain loan agreement, the Company was required to keep a compensating balance at the issuing bank. These balances have been excluded from the Company’s cash and cash equivalents balance and are classified as restricted cash in the Company’s Condensed Consolidated Balance Sheets. As of March 31, 2022 and June 30, 2021, the amount of restricted cash was $0.2 million and $2.4 million, respectively.

Equity method investment

The Company uses the equity method of accounting when it has the ability to exercise significant influence, but not control, as determined in accordance with general accepted accounting principles, over the operating and financial policies of the investee. Effective December 2, 2021, the Company reduced its equity interest in the JV Company and experienced a loss of control of the JV Company. As a result, beginning December 2, 2021, the Company records its investment under equity method of accounting. Since the Company is unable to obtain accurate financial information from the JV Company in a timely manner, the Company records its share of earnings or losses of such affiliate on a one quarter lag. Therefore, the Company’s share of losses of the JV Company for the period from December 2, 2021 to December 31, 2021 was recorded in the Company’s Consolidated Statement of Operations for the three and nine months ended March 31, 2022. The Company discloses and recognizes intervening events at the JV Company in the lag period that could materially affect our consolidated financial statements, if applicable.

The Company records its interest in the net earnings of its equity method investees, along with adjustments for unrealized profits or losses on intra-entity transactions and amortization of basis differences, within earnings or loss from equity interests in the Consolidated Statements of Income. Profits or losses related to intra-entity sales with its equity method investees are eliminated until realized by the investor and investee. Basis differences represent differences between the cost of the investment and the underlying equity in net assets of the investment and are generally amortized over the lives of the related assets that gave rise to them. Equity method goodwill is not amortized or tested for impairment; instead the equity method investment is tested for impairment. The Company reviews for impairment whenever factors indicate that the carrying amount of the investment might not be recoverable. In such a case, the decrease in value is recognized in the period the impairment occurs in the Condensed Consolidated Statements of Income.

Fair Value of Financial Instruments

The fair value of cash equivalents is categorized in Level 1 in the fair value hierarchy. Cash equivalents consist primarily of short-term bank deposits. The carrying values of financial instruments such as cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values due to their short-term maturities. The carrying value of the Company's debt is considered a reasonable estimate of fair value which is estimated by considering the current rates available to the Company for debt of the same remaining maturities, structure, credit risk and terms of the debts.

Government Grants

The Company occasionally receives government grants that provide financial assistance for certain eligible expenditures in China. These grants include reimbursements on interest expense on bank borrowings, payroll tax credits, credit for property, plant and equipment in a particular geographical location, employment credits, as well as business expansion credits. Government grants are not recognized until there is reasonable assurance that the Company will comply with the conditions

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

attaching to it, and that the grant will be received. The Company records such grants either as a reduction of the related expense, a reduction of the cost of the related asset, or as other income depending upon the nature of the grant. As a result of such grants, during the three and nine months ended March 31, 2022, the Company reduced interest expense by nil and $0.9 million, property, plant and equipment by nil and $1.2 million, and operating expenses by $0.0 million and $0.2 million, respectively. During the three and the nine months ended March 31, 2021, the Company reduced interest expense by $0.7 million and $2.2 million, property, plant and equipment by nil and $0.1 million and operating expenses by $0.1 million and $3.7 million, respectively.

Long-lived Assets

The Company evaluates its long-lived assets for impairment whenever events or changes indicate that the carrying amount of such assets may not be recoverable. Due to the COVID-19 pandemic, the Company assessed the changes in circumstances that occurred during the March and June 2020 quarters. These factors included continued operating losses, a decrease in the Company's share price in February and March of 2020, which reduced its market capitalization, expectation of lower business growth for the coming quarters, increased and prolonged economic and regulatory uncertainty in the global economies, and the expectation of higher supply chain costs and increased competition. Therefore, the Company performed a recoverability test by comparing the sum of the estimated undiscounted future cash flows of its long-lived assets to their carrying amount as of June 30, 2020. Some of the more significant assumptions used in the estimated future cash flows involve net sales, cost of goods sold, operating expenses, working capital, capital expenditures, income tax rates, long-term growth rates that appropriately reflect the risks inherent in the future cash flow stream and terminal value. The Company selected the assumptions used in the financial forecasts by referencing to historical data, supplemented by current and anticipated market conditions, estimated product growth rates and management's plans. These estimated future cash flows were consistent with those the Company uses in its internal planning. The result of the recoverability test indicated that the sum of the expected future cash flows (undiscounted and without interest charges) was greater than the carrying amount of the long-lived assets. Since this recoverability test was performed during fiscal 2020, circumstances have improved such that there are no indicators that the Company’s long-lived assets may not be recoverable.

Comprehensive Income

Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company's accumulated other comprehensive income consists of cumulative foreign currency translation adjustments. Total comprehensive income is presented in the Condensed Consolidated Statements of Comprehensive Income.

Recent Accounting Pronouncements

Recently Issued Accounting Standards not yet adopted

In November 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This ASU requires business entities to make annual disclosures about transactions with a government they account for by analogizing to a grant or contribution accounting model under ASC 958-605. The ASU is effective for all entities within their scope for

financial statements issued for annual periods beginning after December 15, 2021. The Company does not expect the adoption of this guidance will have a material impact on its consolidated financial position, results of operations or cash flows.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the ASU eliminated the need for the Company to assess whether a contract on the entity’s own equity (1) permits settlement in unregistered shares, (2) whether counterparty rights rank higher than shareholder’s rights, and (3) whether collateral is required. In addition, the ASU requires incremental disclosure related to contracts on the entity’s own equity and clarifies the treatment of certain financial instruments accounted for under this ASU on earnings per share. For public business entities, the ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company does not expect the adoption of this guidance will have a material impact on its consolidated financial position, results of operations or cash flows.

Recently Adopted Accounting Standards

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In January 2020, the FASB issued ASU No. 2020-01, “Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” The ASU is based on a consensus of the Emerging Issues Task Force and is expected to increase comparability in accounting for these transactions. ASU 2016-01 made targeted improvements to accounting for financial instruments, including providing an entity the ability to measure certain equity securities without a readily determinable fair value at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Among other topics, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting. The adoption of ASU 2020-01 had no material impact on the Company's Consolidated Financial Statements.

In December 2019, the FASB issued ASU No. 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12") by removing certain exceptions to the general principles. The Company adopted ASU 2019-12 as of July 1, 2021. ASU 2019-12 had no material impact on the Company's Consolidated Financial Statements.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2. Equity Method Investment in Equity Investee

On December 1, 2021 (the “Effective Date”), Alpha & Omega Semiconductor (Shanghai) Ltd. (“AOS SH”) and Agape Package Manufacturing (Shanghai) Limited (“APM SH” and, together with AOS SH, the “Sellers”), each a wholly-owned subsidiary of the Company, entered into a share transfer agreement ("STA") with a third-party investor to sell a portion of the Company's equity interest in the JV Company which consists of a power semiconductor packaging, testing and 12-inch wafer fabrication facility in Chongqing, China (the “Transaction”). The Transaction closed on December 2, 2021 (the “Closing Date”), which reduced the Company’s equity interest in the JV Company from 50.9% to 48.8%. Also, the Company’s right to designate directors on the board of JV Company was reduced to three (3) out of seven (7) directors, from four (4) directors prior to the Transaction. As a result of the Transaction and other factors, the Company no longer has a controlling financial interest in the JV Company and has determined that the JV Company was deconsolidated from the Company’s Consolidated Financial Statements effective as of the Closing Date. In connection with the deconsolidation and in accordance with ASC 810-10-40-5, the Company recorded a gain on deconsolidation of nil and $399.1 million during the three and nine months ended March 31, 2022 in the Condensed Consolidated Statements of Income. The gain on deconsolidation of the JV Company was calculated as follows:


	(in thousands)

Cash received for sales of shares in the JV Company	$	16,924
Fair value of retained equity method investment	393,124
Carrying amount of non-controlling interest	143,889
Cumulative translation adjustment removal	1,793
Carrying amount of net assets of the JV Company at December 1, 2021	(156,637)

Gain on deconsolidation of the JV Company	$	399,093

The Company retained significant influence over the operating and financial policies of the JV Company and measured the fair value of the retained investment based on their share of the fair value of the JV Company, which was calculated using the market approach based on the Transaction.

On December 24, 2021, the Company entered into a share transfer agreement with another third-party investor, pursuant to which the Company sold to this investor 1.1% of outstanding equity interest held by the Company in the JV Company. In addition, the JV Company adopted an employee equity incentive plan and issued an equity interest equivalent to 3.99% of the JV Company in exchange to cash. As a result of these two transactions, the Company owned 45.8% of the equity interest in the JV Company as of December 31, 2021.

On January 26, 2022, the JV Company completed a financing transaction pursuant to a corporate investment agreement (the “Investment Agreement”) between the JV and certain third-party investors (the “New Investors”). Under the Investment Agreement, the New Investors purchased newly issued equity interest of JV, representing approximately 7.82% of post-transaction outstanding equity interests of the JV, for a total purchase price of RMB 509 million (or approximately USD 80 million based on the currency exchange rate as of January 26, 2022) (the “Investment”). Following the closing of the Investment and as of March 31, 2022, the percentage of outstanding JV equity interest beneficially owned by the Company was reduced to 42.2%.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company recorded the gain of $4.5 million on changes on equity interest of the JV Company during the three months ended March 31, 2022 and the loss of $3.1 million on changes on equity interest of the JV Company during the nine months of March 31, 2022. The net loss associated with these sales of JV Company equity interest held by the Company were recorded in the nine months ended March 31, 2022 as follows:


	(in thousands)
Gain on 1.1% equity interest sold	$	475
Loss on diluted equity interest from issuance of shares under the employee equity incentive plan	(8,116)
Gain on 7.82% equity interest sold	4,501

Loss on changes on equity interest of the JV Company, net	$	(3,140)

The Company accounts for its investment in the JV Company as an equity method investment and reports its equity in earnings or loss of the JV Company on a three-month lag due to an inability to timely obtain financial information of the JV Company. During the three and nine months ended March 31, 2022, the Company recorded $1.1 million of its equity in loss of the JV Company, using lag reporting.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

3. Related Party Transactions

As of March 31, 2022, the Company owned 42.2% equity interest in the JV Company, which, by definition, is a related party to the Company. The JV Company supplies 12-inch wafers and provides assembly and testing services to AOS. AOS also sells 8-inch wafers to the JV Company for further assembly and testing services. Due to the right of offset of receivables and payables with the JV Company, as of March 31, 2022, AOS recorded the net amount of $15.2 million presented as other payable, equity investee, in the Condensed Consolidated Balance Sheet. Since the December 2, 2021 deconsolidation of the JV Company, the purchases by AOS for the three and nine months ended March 31, 2022 were $45.8 million and $61.4 million respectively, and the sales by AOS for the three and nine months ended March 31, 2022 were $14.2 million and $18.4 million, respectively.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4. Net Income Per Common Share Attributable to Alpha and Omega Semiconductor Limited

The following table presents the calculation of basic and diluted net income per share attributable to common shareholders:


	Three Months Ended March 31,				Nine Months Ended March 31,
	2022		2021		2022		2021
	(in thousands, except per share data)
Numerator:
Net income attributable to Alpha and Omega Semiconductor Limited	$	31,650	$	16,100	$	438,072	$	38,577

Denominator:
Basic:
Weighted average number of common shares used to compute basic net income per share	26,829		25,882		26,596		25,631
Diluted:
Weighted average number of common shares used to compute basic net income per share	26,829		25,882		26,596		25,631
Effect of potentially dilutive securities:
Stock options, RSUs and ESPP shares	1,594		1,834		1,520		1,497
Weighted average number of common shares used to compute diluted net income per share	28,423		27,716		28,116		27,128
Net income per share attributable to Alpha and Omega Semiconductor Limited:
Basic	$	1.18	$	0.62	$	16.47	$	1.51
Diluted	$	1.11	$	0.58	$	15.58	$	1.42

The following potential dilutive securities were excluded from the computation of diluted net income per share as their effect would have been anti-dilutive:


	Three Months Ended March 31,		Nine Months Ended March 31,
	2022	2021	2022	2021
	(in thousands)		(in thousands)
Employee stock options and RSUs