Bermuda
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77-0553536
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification Number)
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Title of each class
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Name of each exchange on which registered
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Common Shares, $0.002 par value per share
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The NASDAQ Global Market
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Part I.
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Part II.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Part III.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV.
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Item 15.
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Item 1.
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Business
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Product Family
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Description
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Product Categories
within Product Type
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Typical Application
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Power Discretes
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Low on-resistance switch used for routing current and switching voltages in power control circuits
High power switches used for power circuits
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DC-AC conversion
AC-DC conversion
Load switching
Motor control
Battery protection
Power factor correction
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Notebooks, netbooks, desktop and tablet PC's, servers, flat panel displays, TVs, graphics cards, game boxes, chargers, battery packs, AC adapters, power supplies, E-bikes, motor control, smart phones and other portable devices, white goods and industrial motor drives, UPS systems, wind turbines, solar inverters and industrial welding
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|
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Power ICs
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Integrated devices used for power management and power delivery
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DC-DC Buck conversion
DC-DC Boost conversion
Smart load switching
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Flat panel displays, TVs, all-in-one-PCs, servers, DVD/Blu-Ray players, set-top boxes, and networking equipment
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Analog power devices used for circuit protection and signal switching
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Transient voltage protection
Analog switch
Electromagnetic interference filter
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Notebooks, netbooks, tablets, flat panel displays, TVs, cell phones, and portable electronic devices
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•
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identification of a customer design opportunity;
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•
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qualification of the design opportunity by our FAEs through comparison of the power requirements against our product portfolio;
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•
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provision of a product sample to the end customer to be included in the customer's pre-production model with the goal of being included in the final bill of materials; and
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•
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placement by the customer, or through its distributor, of a full production order as the end customer increases to full volume production.
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•
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our success in identifying new and emerging markets, applications and technologies and developing power management solutions for these markets;
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•
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our capability in quickly developing and introducing proprietary technology and best in class products;
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•
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the performance and cost-effectiveness of our products relative to that of our competitors;
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•
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our ability to manufacture, package and deliver products in large volume on a timely basis at a competitive price;
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•
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our success in utilizing new and proprietary technologies to offer products and features previously not available in the marketplace;
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•
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our ability to recruit and retain analog semiconductor designers and application engineers; and
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•
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our ability to protect our intellectual property.
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Name
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Age
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Position
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Mike F. Chang, Ph.D.
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67
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Chairman of the Board and Chief Executive Officer
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Yueh-Se Ho, Ph.D.
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60
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Director and Chief Operating Officer
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Mary L. Dotz
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54
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Chief Financial Officer
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Tony Grizelj
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41
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Vice President of Worldwide Sales
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Yifan Liang
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48
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Chief Accounting Officer
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Item 1A.
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Risk Factors
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•
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a deterioration in general demand for electronic products as a result of global or regional financial crises and associated macro-economic slowdowns, and/or the cyclicality of the semiconductor industry;
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•
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a deterioration in business conditions at our distributors and /or end customers;
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•
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adverse general economic conditions in the countries where our products are sold or used;
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•
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the emergence and growth of markets for products we are currently developing;
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•
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our ability to successfully develop, introduce and sell new or enhanced products in a timely manner and the rate at which our new products replace declining orders for our older products;
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•
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the anticipation, announcement or introduction of new or enhanced products by us or our competitors;
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•
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the amount and timing of operating costs and capital expenditures, including expenses related to the maintenance and expansion of our business operations and infrastructure;
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•
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the announcement of significant acquisitions, disposition or partnership arrangements;
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•
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changes in the utilization of our in-house manufacturing capacity;
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•
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supply and demand dynamics and the resulting price pressure on the products we sell;
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•
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the unpredictable volume and timing of orders, deferrals, cancellations and reductions for our products, which may depend on factors such as our end customers' sales outlook, purchasing patterns and inventory adjustments based on general economic conditions or other factors;
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•
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changes in the selling prices of our products and in the relative mix in the unit shipments of our products, which have different average selling prices and profit margins;
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•
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changes in costs associated with manufacturing of our products, including pricing of wafer, raw materials and assembly services;
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•
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our concentration of sales in consumer applications and changes in consumer purchasing patterns and confidence; and
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•
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the adoption of new industry standards or changes in our regulatory environment;
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•
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timely introduction and completion of new designs and timely qualification and certification of our products for use in our end customers' products;
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•
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commercial acceptance and volume production of the products into which our products will be incorporated;
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•
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market trends towards integration of discrete components into one device;
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•
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our ability to secure adequate availability of foundry, packaging and testing capacity;
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•
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achievement of high manufacturing yields;
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•
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availability, quality, price, performance, power use and size of our products relative to those of our competitors;
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•
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our customer service, application support capabilities and responsiveness;
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•
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successful development and expansion of our relationships with existing and potential customers; and
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•
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changes in technology, industry standards, end customer requirements or end user preferences and our ability to anticipate those changes.
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•
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general global and regional economic conditions;
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•
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late introduction or lack of market acceptance of their products;
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•
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lack of competitive pricing;
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•
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shortage of component supplies;
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•
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excess inventory in the sales channels into which our end customers sell their products;
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•
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changes in the supply chain; and
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•
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changes as a result of regulatory restrictions applicable to China-exported products.
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•
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significantly greater financial, technical, research and development, sales and marketing and other resources, enabling them to invest substantially more resources than us to respond to the adoption of new or emerging technologies or changes in customer requirements;
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•
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greater brand recognition and longer operating histories;
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•
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larger customer bases and longer, more established relationships with distributors or existing or potential end customers, which may provide them with greater reliability and information regarding future trends and requirements that may not be available to us;
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•
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the ability to provide greater incentives to end customers through rebates, and marketing development funds or similar programs;
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•
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more product lines, enabling them to bundle their products to offer a broader product portfolio or to integrate power management functionality into other products that we do not sell; and
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•
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captive manufacturing facilities, providing them with guaranteed access to manufacturing facilities in times of global semiconductor shortages.
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•
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limited control over delivery schedules, quality assurance and control and production costs;
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•
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discretion of foundries to reduce deliveries to us on short notice, allocate capacity to other customers that may be larger or have long-term customer or preferential arrangements with foundries that we use;
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•
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unavailability of, or potential delays in obtaining access to, key process technologies;
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•
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limited warranties on wafers or products supplied to us;
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•
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damage to equipment and facilities, power outages, equipment or materials shortages that could limit manufacturing yields and capacity at the foundries;
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•
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potential unauthorized disclosure or misappropriation of intellectual property, including use of our technology by the foundries to make products for our competitors;
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•
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financial difficulties and insolvency of foundries; and
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•
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acquisition of foundries by third parties.
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•
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unavailability of equipment, whether new or previously owned, at acceptable terms and prices;
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•
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facility equipment failure, power outages or other disruptions;
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•
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shortage of raw materials, including packaging substrates, copper, gold and molding compound;
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•
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failure to maintain quality assurance and remedy defects and impurities;
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•
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changes in the packaging requirements of customers; and
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•
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our limited experience in operating a high-volume packaging and testing facility.
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•
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write-downs in inventories associated with stock rotation rights and increases in provisions for price adjustments granted to certain distributors;
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•
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potential reduction or discontinuation of sales of our products by distributors;
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•
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failure to devote resources necessary to sell our products at the prices, in the volumes and within the time frames that we expect;
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•
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focusing their sales efforts on products of our competitors;
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•
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dependence upon the continued viability and financial resources of these distributors, some of which are small organizations with limited working capital and all of which depend on general economic conditions and conditions within the semiconductor industry;
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•
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dependence on the timeliness and accuracy of shipment forecasts and resale reports from our distributors;
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•
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management of relationships with distributors, which can deteriorate as a result of conflicts with efforts to sell directly to our end customers; and
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•
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termination of our agreements with distributors which are generally terminable by either party on short notice.
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•
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policing any unauthorized use of or misappropriation of our intellectual property, which is often difficult and costly and could enable third parties to benefit from our technologies without paying us;
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•
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others independently developing similar proprietary information and techniques, gaining authorized or unauthorized access to our intellectual property rights, disclosing such technology or designing around our patents;
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•
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the possibility that any patent or registered trademark owned by us may not be enforceable or may be invalidated, circumvented or otherwise challenged in one or more countries and the rights granted thereunder may not provide competitive advantages to us;
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•
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uncertainty as to whether patents will be issued from any of our pending or future patent applications with the scope of the claims sought by us, if at all; and
|
•
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intellectual property laws and confidentiality protections, which may not adequately protect our intellectual property rights, including, for example, in China where enforcement of China intellectual property-related laws has historically been ineffective, primarily because of difficulties in enforcement and low damage awards.
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•
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pay substantial damages to the party claiming infringement;
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•
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refrain from further development or sale of our products;
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•
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attempt to develop non-infringing technology, which may be expensive and time consuming, if possible at all;
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•
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enter into costly royalty or license agreements that might not be available on commercially reasonable terms or at all;
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•
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cross-license our technology with a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor; and
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•
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indemnify our distributors, end customers, licensees and others from the costs of and damages of infringement claims by our distributors, end customers, licensees and others, which could result in substantial expenses for us and damage our business relationships with them.
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•
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economic and political instability;
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•
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transportation and communication delays;
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•
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coordination of operations through multiple jurisdictions and time zones;
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•
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fluctuations in currency exchange rates;
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•
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trade restrictions, changes in laws and regulations relating to, amongst other things, import and export tariffs, taxation, environmental regulations, land use rights and property; and
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•
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the laws of, including tax laws, and the policies of the U.S. toward, countries in which we operate.
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•
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higher level of government involvement;
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•
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early stage of development of a market-oriented economy;
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•
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rapid growth rate;
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•
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higher level of control over foreign currency exchange; and
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•
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less efficient allocation of resources.
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•
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actual or anticipated fluctuations in our operating results;
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•
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general economic, industry, regional and global market conditions;
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•
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our failure to meet analysts' expectations, including expectation regarding our revenue, gross margin and operating expenses;
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•
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changes in financial estimates and outlook by securities research analysts;
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•
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announcements regarding intellectual property litigation involving us or our competitors;
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•
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announcements by us or our competitors of new products, acquisitions, strategic partnerships, joint ventures or capital commitments;
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•
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announcements of technological or competitive developments;
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•
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announcement of acquisition and major corporate transactions;
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•
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regulatory developments in our target markets affecting us, our customers or our competitors;
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•
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our ability to enter into new market segments, gain market share, diversify our customer base and successfully secure
|
•
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our ability to increase our gross profit;
|
•
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changes in the estimation of the future size and growth rate of our markets;
|
•
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additions or departures of key personnel;
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•
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announcement of sales of our securities by us or by our major shareholders;
|
•
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general economic or political conditions in China; and
|
•
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and other factors.
|
•
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the ability of our board of directors to determine the rights, preferences and privileges of our preferred shares and to issue the preferred shares without shareholder approval;
|
•
|
advance notice requirements for election to our board of directors and for proposing matters that can be acted upon at shareholder meetings; and
|
•
|
the requirement to remove directors by a resolution passed by at least two-thirds of the votes cast by the shareholders having a right to attend and vote at the shareholder meeting.
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Location
|
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Approximate Available Space
(in square feet)
|
|
Primary Use
|
|
US
|
|
|
|
|
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475 Oakmead Parkway
Sunnyvale, California, USA 94085
|
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57,000
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|
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Research and development, marketing, sales and administration
|
|
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|
|||
3131 Northeast Brookwood Parkway
Hillsboro, Oregon, USA 97124
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245,000
|
|
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Wafer fabrication facility
|
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Non US
|
|
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|
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Unit 701 Tesbury Centre, 28 Queen's
Road East, Wanchai, Hong Kong
|
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1,188
|
|
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Sales and distribution
|
|
|
|
|||
Room 801, Building 8, Zhongjian
Business Building, No. 78, Shuikengwei
Street, Macau
|
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290
|
|
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Manufacturing support
|
|
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Building 5/8/9, No. 91, Lane 109, Rongkang
Road, Songjiang District, Shanghai,
China 201614
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225,082
|
|
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Packaging and testing, manufacturing support
|
|
|
|
|
|
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Building B1, Dongkai Industrial Park,
Songjiang Export Process Zone, Area B, Songjiang, Shanghai,
China 201614
|
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229,250
|
|
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Packaging and testing, manufacturing support
|
|
|
|
|
|
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Room 1002-1005, Building 1
Jiali BuYeCheng
No. 218 Tianmu W. Road
Zhabei District, Shanghai, China 200070
|
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6,000
|
|
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Marketing and field application engineering support
|
|
|
|
|||
East 10F., Matshunichi Building,
No.9996 Shennan Blvd,
Shenzhen High-tech Park,
Nanshan District, Shenzhen, China 518057
|
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7,097
|
|
|
Marketing and field application engineering support
|
|
|
|
|
|
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9F, No.292, Yangguang St., Neihu
Dist., Taipei City 11491, Taiwan
R.O.C.
|
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17,642
|
|
|
Marketing and field application engineering support, research and development
|
|
|
|
|||
11th Floor, Novel-tech Building 201-6,
Nonhyun-Dong, Gangnam-Gu, Seoul,
Korea 135-010
|
|
2,000
|
|
|
Marketing and field application engineering support
|
|
|
|
|||
6F, Nihonbashi Honcho Plaza Building
Nihonbashi Honcho 2-6-1, Chuo Ku
Tokyo 103-0023
|
|
712
|
|
|
Marketing and field application engineering support
|
Item 3.
|
Legal Proceedings
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Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
2010
|
|
High
|
|
Low
|
||||
Fourth Fiscal Quarter:
|
April 29, 2010 - June 30, 2010
|
$
|
17.91
|
|
|
$
|
13.80
|
|
|
|
|
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|
||||
2011
|
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High
|
|
Low
|
||||
First Fiscal Quarter:
|
July 1, 2010 - September 30, 2010
|
$
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13.65
|
|
|
$
|
9.94
|
|
Second Fiscal Quarter:
|
October 1, 2010 - December 31, 2010
|
$
|
13.56
|
|
|
$
|
11.00
|
|
Third Fiscal Quarter:
|
January 1, 2011 - March 31, 2011
|
$
|
14.45
|
|
|
$
|
12.44
|
|
Fourth Fiscal Quarter:
|
April 1, 2011 - June 30, 2011
|
$
|
14.18
|
|
|
$
|
12.33
|
|
|
|
|
|
|
||||
2012
|
|
|
|
|
||||
First Fiscal Quarter :
|
July 1, 2011 - September 30, 2011
|
$
|
13.23
|
|
|
$
|
7.32
|
|
Second Fiscal Quarter:
|
October 1, 2011 - December 31, 2011
|
$
|
9.68
|
|
|
$
|
7.21
|
|
Third Fiscal Quarter:
|
January 1, 2012 - March 31, 2012
|
$
|
10.66
|
|
|
$
|
7.35
|
|
Fourth Fiscal Quarter:
|
April 1, 2012 - June 30, 2012
|
$
|
10.14
|
|
|
$
|
8.61
|
|
|
|
|
|
|
||||
2013
|
|
|
|
|
||||
First Fiscal Quarter (through July 31, 2012):
|
July 1, 2012 - July 31, 2012
|
$
|
9.30
|
|
|
$
|
7.60
|
|
|
Year Ended June 30,
|
||||||||||||||||||
|
2012
|
|
2011
(2)(3)
|
|
2010
|
|
2009
|
|
2008
(1)
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Consolidated Statements of Income (Loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
342,291
|
|
|
$
|
361,308
|
|
|
$
|
301,840
|
|
|
$
|
185,076
|
|
|
$
|
273,880
|
|
Cost of goods sold
|
259,126
|
|
|
256,087
|
|
|
221,649
|
|
|
146,510
|
|
|
208,373
|
|
|||||
Gross profit
|
83,165
|
|
|
105,221
|
|
|
80,191
|
|
|
38,566
|
|
|
65,507
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
30,630
|
|
|
29,470
|
|
|
20,943
|
|
|
19,273
|
|
|
22,527
|
|
|||||
Selling, general and administrative
|
35,800
|
|
|
37,937
|
|
|
26,323
|
|
|
20,443
|
|
|
35,310
|
|
|||||
Total operating expenses
|
66,430
|
|
|
67,407
|
|
|
47,266
|
|
|
39,716
|
|
|
57,837
|
|
|||||
Operating income (loss)
|
16,735
|
|
|
37,814
|
|
|
32,925
|
|
|
(1,150
|
)
|
|
7,670
|
|
|||||
Interest income
|
105
|
|
|
280
|
|
|
39
|
|
|
648
|
|
|
2,044
|
|
|||||
Interest expense
|
(342
|
)
|
|
(263
|
)
|
|
(189
|
)
|
|
(587
|
)
|
|
(129
|
)
|
|||||
Income (loss) on equity investment in APM
|
—
|
|
|
1,768
|
|
|
6,546
|
|
|
(4
|
)
|
|
2,633
|
|
|||||
Gain on equity interest in APM
|
—
|
|
|
837
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) before income taxes
|
16,498
|
|
|
40,436
|
|
|
39,321
|
|
|
(1,093
|
)
|
|
12,218
|
|
|||||
Income tax expense (benefit)
|
3,581
|
|
|
2,609
|
|
|
1,497
|
|
|
(192
|
)
|
|
1,584
|
|
|||||
Net income (loss)
|
$
|
12,917
|
|
|
$
|
37,827
|
|
|
$
|
37,824
|
|
|
$
|
(901
|
)
|
|
$
|
10,634
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Less accretion on redeemable convertible preferred shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|||||
Less 8% non-cumulative dividends on
|
|
|
|
|
|
|
|
|
|
||||||||||
convertible preferred shares
|
—
|
|
|
—
|
|
|
(3,453
|
)
|
|
—
|
|
|
(4,144
|
)
|
|||||
Net income (loss) attributable to common shareholders - Basic
|
$
|
12,917
|
|
|
$
|
37,827
|
|
|
$
|
34,371
|
|
|
$
|
(901
|
)
|
|
$
|
6,473
|
|
Adjustment to net income (loss) for dilutive securities
|
—
|
|
|
—
|
|
|
3,453
|
|
|
—
|
|
|
1,604
|
|
|||||
Net income (loss) attributable to common shareholders - Diluted
|
$
|
12,917
|
|
|
$
|
37,827
|
|
|
$
|
37,824
|
|
|
$
|
(901
|
)
|
|
$
|
8,077
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per share attributable to common shareholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.52
|
|
|
$
|
1.61
|
|
|
$
|
3.24
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.83
|
|
Diluted
|
$
|
0.50
|
|
|
$
|
1.51
|
|
|
$
|
1.78
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.47
|
|
Weighted average number of shares used in computing net income (loss) per share attributable to common shareholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
24,656
|
|
|
23,495
|
|
|
10,594
|
|
|
7,914
|
|
|
7,837
|
|
|||||
Diluted
|
25,606
|
|
|
24,989
|
|
|
21,192
|
|
|
7,914
|
|
|
17,017
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30,
|
||||||||||||||||||
|
2012
|
|
2011 (2)(3)
|
|
2010
|
|
2009
|
|
2008 (1)
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
82,166
|
|
|
$
|
86,708
|
|
|
$
|
119,001
|
|
|
$
|
60,416
|
|
|
$
|
44,095
|
|
Working Capital
|
$
|
129,862
|
|
|
$
|
118,366
|
|
|
$
|
117,182
|
|
|
$
|
51,914
|
|
|
$
|
51,801
|
|
Total assets
|
$
|
366,157
|
|
|
$
|
347,438
|
|
|
$
|
258,656
|
|
|
$
|
160,820
|
|
|
$
|
161,192
|
|
Bank borrowings - long term
|
16,429
|
|
|
—
|
|
|
—
|
|
|
8,610
|
|
|
8,405
|
|
|||||
Capital leases - long term
|
1,085
|
|
|
130
|
|
|
436
|
|
|
1,019
|
|
|
1,415
|
|
|||||
Total shareholders' equity
|
$
|
279,393
|
|
|
$
|
260,250
|
|
|
$
|
189,446
|
|
|
$
|
94,500
|
|
|
$
|
92,146
|
|
(1)
|
Beginning on July 1, 2007, we changed our revenue recognition method from sell-through to sell-in as we determined that we were able to make reliable estimates of stock rotation returns and price adjustments. This change in estimate resulted in an increase of $25.9 million in revenue, net of estimated price adjustments and stock rotation rights, and an increase of $6.3 million in net income for fiscal year 2008.
|
(2)
|
We held a 40.3% equity interest in APM at June 30, 2010. We made an additional equity investment of $1.8 million in APM in October 2010 and held a 43% equity interest in APM immediately prior to the APM acquisition. The investment was accounted for under the equity method of accounting. On December 3, 2010, we acquired all of the outstanding shares of APM and APM's operating results were included in our consolidated financial statements since the date of the acquisition.
|
(3)
|
Upon the completion of the APM acquisition in fiscal year 2011, we performed a review and assessment of the useful lives of certain of our property and equipment. As a result of our review, we revised the estimated useful life of the related manufacturing machinery and equipment from 5 years to 8 years beginning December 1, 2010 on a prospective basis. The effect of this accounting change was to decrease depreciation expense related to cost of goods sold by $5.1 million, increase net income by approximately $3.9 million, net of a tax effect of $1.2 million, and increase basic net income per share by approximately $0.17 and increase diluted net income per share by approximately $0.16 for fiscal year 2011.
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Fiscal Year Ended June 30,
|
|||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|||||||||
|
(in thousands)
|
|
(% of revenue)
|
|||||||||||||||||
Revenue
|
$
|
342,291
|
|
|
$
|
361,308
|
|
|
$
|
301,840
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold (1)
|
259,126
|
|
|
256,087
|
|
|
221,649
|
|
|
75.7
|
%
|
|
70.9
|
%
|
|
73.4
|
%
|
|||
Gross profit
|
83,165
|
|
|
105,221
|
|
|
80,191
|
|
|
24.3
|
%
|
|
29.1
|
%
|
|
26.6
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Research and development (1)
|
30,630
|
|
|
29,470
|
|
|
20,943
|
|
|
8.9
|
%
|
|
8.2
|
%
|
|
7.0
|
%
|
|||
Selling, general and administrative (1)
|
35,800
|
|
|
37,937
|
|
|
26,323
|
|
|
10.5
|
%
|
|
10.5
|
%
|
|
8.7
|
%
|
|||
Total operating expenses
|
66,430
|
|
|
67,407
|
|
|
47,266
|
|
|
19.4
|
%
|
|
18.7
|
%
|
|
15.7
|
%
|
|||
Operating income
|
16,735
|
|
|
37,814
|
|
|
32,925
|
|
|
4.9
|
%
|
|
10.4
|
%
|
|
10.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest income
|
105
|
|
|
280
|
|
|
39
|
|
|
—
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|||
Interest expense
|
(342
|
)
|
|
(263
|
)
|
|
(189
|
)
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
|||
Income on equity investment in APM
|
—
|
|
|
1,768
|
|
|
6,546
|
|
|
—
|
%
|
|
0.5
|
%
|
|
2.2
|
%
|
|||
Gain on equity interest in APM
|
—
|
|
|
837
|
|
|
—
|
|
|
—
|
%
|
|
0.3
|
%
|
|
—
|
%
|
|||
Income before income taxes
|
16,498
|
|
|
40,436
|
|
|
39,321
|
|
|
4.8
|
%
|
|
11.2
|
%
|
|
13.0
|
%
|
|||
Income tax expense
|
3,581
|
|
|
2,609
|
|
|
1,497
|
|
|
1.0
|
%
|
|
0.7
|
%
|
|
0.5
|
%
|
|||
Net income
|
$
|
12,917
|
|
|
$
|
37,827
|
|
|
$
|
37,824
|
|
|
3.8
|
%
|
|
10.5
|
%
|
|
12.5
|
%
|
|
Year Ended June 30,
|
|||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|||||||||
|
(in thousands)
|
|
(% of revenue)
|
|||||||||||||||||
Cost of goods sold
|
$
|
532
|
|
|
$
|
629
|
|
|
$
|
317
|
|
|
0.2
|
%
|
|
0.2
|
%
|
|
0.1
|
%
|
Research and development
|
1,361
|
|
|
1,716
|
|
|
905
|
|
|
0.4
|
%
|
|
0.5
|
%
|
|
0.3
|
%
|
|||
Selling, general and administrative
|
3,529
|
|
|
3,829
|
|
|
2,337
|
|
|
1.0
|
%
|
|
1.1
|
%
|
|
0.8
|
%
|
|||
|
$
|
5,422
|
|
|
$
|
6,174
|
|
|
$
|
3,559
|
|
|
1.6
|
%
|
|
1.8
|
%
|
|
1.2
|
%
|
|
Year Ended June 30,
|
|
Change
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
(in percentage)
|
|
(in thousands)
|
(in percentage)
|
||||||||||||||||
Power discrete
|
$
|
267,059
|
|
|
$
|
284,094
|
|
|
$
|
258,037
|
|
|
$
|
(17,035
|
)
|
(6.0
|
)%
|
|
$
|
26,057
|
|
10.1
|
%
|
Power IC
|
53,396
|
|
|
62,706
|
|
|
43,803
|
|
|
(9,310
|
)
|
(14.8
|
)%
|
|
18,903
|
|
43.2
|
%
|
|||||
Packaging and testing services
|
21,836
|
|
|
14,508
|
|
|
—
|
|
|
7,328
|
|
50.5
|
%
|
|
14,508
|
|
100.0
|
%
|
|||||
|
$
|
342,291
|
|
|
$
|
361,308
|
|
|
$
|
301,840
|
|
|
$
|
(19,017
|
)
|
(5.3
|
)%
|
|
$
|
59,468
|
|
19.7
|
%
|
|
Year Ended June 30,
|
|
Change
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
(in percentage)
|
|
(in thousands)
|
(in percentage)
|
||||||||||||||||
Cost of goods sold
|
$
|
259,126
|
|
|
$
|
256,087
|
|
|
$
|
221,649
|
|
|
$
|
3,039
|
|
1.2
|
%
|
|
$
|
34,438
|
|
15.5
|
%
|
Percentage of revenue
|
75.7
|
%
|
|
70.9
|
%
|
|
73.4
|
%
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross profit
|
$
|
83,165
|
|
|
$
|
105,221
|
|
|
$
|
80,191
|
|
|
$
|
(22,056
|
)
|
(21.0
|
)%
|
|
$
|
25,030
|
|
31.2
|
%
|
Percentage of revenue
|
24.3
|
%
|
|
29.1
|
%
|
|
26.6
|
%
|
|
|
|
|
|
|
|
Year Ended June 30,
|
|
Change
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
(in percentage)
|
|
(in thousands)
|
(in percentage)
|
||||||||||||||||
Research and development
|
$
|
30,630
|
|
|
$
|
29,470
|
|
|
$
|
20,943
|
|
|
$
|
1,160
|
|
3.9
|
%
|
|
$
|
8,527
|
|
40.7
|
%
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in thousands)
|
||||||||||
Net cash provided by operating activities
|
|
$
|
32,881
|
|
|
$
|
30,088
|
|
|
$
|
29,787
|
|
Net cash used in investing activities
|
|
(57,931
|
)
|
|
(49,820
|
)
|
|
(14,685
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
20,462
|
|
|
(12,667
|
)
|
|
43,470
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
46
|
|
|
106
|
|
|
13
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
(4,542
|
)
|
|
$
|
(32,293
|
)
|
|
$
|
58,585
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
Less than
|
|
|
|
More than
|
||||||||||||
|
Total
|
|
1 year
|
|
1-3 years
|
|
3-5years
|
|
5 years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Bank Borrowings
|
$
|
20,000
|
|
|
$
|
3,571
|
|
|
$
|
16,429
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital leases
|
2,175
|
|
|
1,025
|
|
|
1,050
|
|
|
50
|
|
|
50
|
|
|||||
Operating leases
|
18,248
|
|
|
3,028
|
|
|
5,672
|
|
|
3,571
|
|
|
5,977
|
|
|||||
Capital commitments with respect to property and equipment
|
2,618
|
|
|
2,618
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments with respect to inventories and research and development
|
43,274
|
|
|
43,274
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total contractual obligations
|
$
|
86,315
|
|
|
$
|
53,516
|
|
|
$
|
23,151
|
|
|
$
|
3,621
|
|
|
$
|
6,027
|
|
•
|
Expected term. It is determined by using the historical data of industry peers as adjusted for expected changes in
|
•
|
Forfeiture rate. It is estimated based on the historical average period of time that the awards were outstanding and forfeited. The estimate of forfeitures is adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from the prior estimates. Changes in estimated forfeitures are recognized in the period of change and impact the amount of stock compensation expenses to be recognized in future periods, which could be material if actual results differ significantly from our estimates.
|
•
|
Volatility. It is estimated based on that of the publicly traded shares of industry peers over a period equivalent to the expected term of the stock awards granted.
|
•
|
Risk-free interest rate. It is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the awards granted.
|
•
|
Dividend yield. It is zero as the Company has never declared or paid any dividends and currently has no intention to pay dividends in the foreseeable future.
|
•
|
determine whether the entity meets the criteria to qualify as a VIE; and
|
•
|
determine whether we are the primary beneficiary of the VIE.
|
•
|
the design of the entity, including the nature of its risks and the purpose for which the entity was created, to determine the variability that the entity was designed to create and distribute to its interest holders;
|
•
|
the nature of our involvement with the entity;
|
•
|
whether control of the entity may be achieved through arrangements that do not involve voting equity;
|
•
|
whether there is sufficient equity investment at risk to finance the activities of the entity; and
|
•
|
whether parties other than the equity holders have the obligation to absorb expected losses or the right to receive residual returns.
|
•
|
whether our variable interest absorbs the majority of the VIE's expected losses;
|
•
|
whether our variable interest receives the majority of the VIE's expected returns; and
|
•
|
whether we have the ability to make decisions that significantly affect the VIE's results and activities.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Quarter Ended
|
||||||||||||||
|
June 30,
2012 |
|
March 31,
2012 |
|
December 31,
2011 |
|
September 30,
2011 |
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Revenue
|
$
|
94,272
|
|
|
$
|
83,858
|
|
|
$
|
80,713
|
|
|
$
|
83,448
|
|
Gross profit
|
25,021
|
|
|
19,294
|
|
|
18,273
|
|
|
20,577
|
|
||||
Operating income
|
7,747
|
|
|
3,756
|
|
|
2,332
|
|
|
2,900
|
|
||||
Net income
|
$
|
6,700
|
|
|
$
|
2,604
|
|
|
$
|
1,474
|
|
|
$
|
2,139
|
|
Net income per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.27
|
|
|
$
|
0.11
|
|
|
$
|
0.06
|
|
|
$
|
0.09
|
|
Diluted
|
$
|
0.26
|
|
|
$
|
0.10
|
|
|
$
|
0.06
|
|
|
$
|
0.08
|
|
|
Quarter Ended
|
||||||||||||||
|
June 30,
2011 |
|
March 31,
2011 |
|
December 31,
2010 |
|
September 30,
2010 |
||||||||
|
|
|
(1)
|
|
(1)
|
|
(1)
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Revenue
|
$
|
96,835
|
|
|
$
|
91,074
|
|
|
$
|
83,982
|
|
|
$
|
89,417
|
|
Gross profit
|
29,439
|
|
|
28,441
|
|
|
23,196
|
|
|
24,145
|
|
||||
Operating income
|
10,241
|
|
|
11,338
|
|
|
7,547
|
|
|
8,688
|
|
||||
Net income
|
$
|
9,682
|
|
|
$
|
10,654
|
|
|
$
|
8,691
|
|
|
$
|
8,800
|
|
Net income per share attributable to common shareholders
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.39
|
|
|
$
|
0.44
|
|
|
$
|
0.38
|
|
|
$
|
0.40
|
|
Diluted
|
$
|
0.37
|
|
|
$
|
0.41
|
|
|
$
|
0.36
|
|
|
$
|
0.37
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
Item
|
Page
|
|
June 30,
|
||||||
|
2012
|
|
2011
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
82,166
|
|
|
$
|
86,708
|
|
Restricted cash
|
236
|
|
|
54
|
|
||
Accounts receivable, net
|
38,850
|
|
|
42,503
|
|
||
Inventories
|
65,778
|
|
|
65,251
|
|
||
Deferred income tax assets
|
2,789
|
|
|
1,773
|
|
||
Other current assets
|
3,962
|
|
|
5,056
|
|
||
Total current assets
|
193,781
|
|
|
201,345
|
|
||
Property, plant and equipment, net
|
158,543
|
|
|
127,839
|
|
||
Intangible assets, net
|
1,028
|
|
|
1,599
|
|
||
Goodwill
|
269
|
|
|
—
|
|
||
Deferred income tax assets
|
10,061
|
|
|
9,048
|
|
||
Other long-term assets
|
2,475
|
|
|
7,607
|
|
||
Total assets
|
$
|
366,157
|
|
|
$
|
347,438
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Bank borrowings - current portion
|
$
|
3,571
|
|
|
$
|
—
|
|
Accounts payable
|
35,646
|
|
|
64,678
|
|
||
Accrued liabilities
|
21,026
|
|
|
15,123
|
|
||
Income taxes payable
|
2,349
|
|
|
2,377
|
|
||
Deferred margin
|
366
|
|
|
495
|
|
||
Capital leases - current portion
|
961
|
|
|
306
|
|
||
Total current liabilities
|
63,919
|
|
|
82,979
|
|
||
Bank borrowings - long term
|
16,429
|
|
|
—
|
|
||
Income taxes payable - long term
|
3,509
|
|
|
3,081
|
|
||
Deferred income tax liabilities
|
587
|
|
|
25
|
|
||
Capital leases - long term
|
1,085
|
|
|
130
|
|
||
Deferred rent
|
1,235
|
|
|
973
|
|
||
Total liabilities
|
86,764
|
|
|
87,188
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
||
Shareholders' equity:
|
|
|
|
||||
Preferred shares, par value $0.002 per share:
|
|
|
|
||||
Authorized: 10,000 shares; Issued and outstanding: none at June 30, 2012 and 2011
|
—
|
|
|
—
|
|
||
Common shares, par value $0.002 per share:
|
|
|
|
||||
Authorized: 50,000 shares; Issued and outstanding: 25,167 shares and 24,938 shares at June 30, 2012 and 24,612 shares and 24,562 shares at June 30, 2011
|
50
|
|
|
49
|
|
||
Treasury shares at cost; 229 shares at June 30, 2012 and 50 shares at June 30, 2011
|
(2,104
|
)
|
|
(693
|
)
|
||
Additional paid-in capital
|
160,602
|
|
|
153,004
|
|
||
Accumulated other comprehensive income
|
972
|
|
|
934
|
|
||
Retained earnings
|
119,873
|
|
|
106,956
|
|
||
Total shareholders’ equity
|
279,393
|
|
|
260,250
|
|
||
Total liabilities and shareholders’ equity
|
$
|
366,157
|
|
|
$
|
347,438
|
|
|
|
|
|
|
|
||||||
|
Fiscal Year Ended June 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Revenue
|
$
|
342,291
|
|
|
$
|
361,308
|
|
|
$
|
301,840
|
|
Cost of goods sold
|
259,126
|
|
|
256,087
|
|
|
221,649
|
|
|||
Gross profit
|
83,165
|
|
|
105,221
|
|
|
80,191
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
30,630
|
|
|
29,470
|
|
|
20,943
|
|
|||
Selling, general and administrative
|
35,800
|
|
|
37,937
|
|
|
26,323
|
|
|||
Total operating expenses
|
66,430
|
|
|
67,407
|
|
|
47,266
|
|
|||
Operating income
|
16,735
|
|
|
37,814
|
|
|
32,925
|
|
|||
|
|
|
|
|
|
||||||
Interest income
|
105
|
|
|
280
|
|
|
39
|
|
|||
Interest expense
|
(342
|
)
|
|
(263
|
)
|
|
(189
|
)
|
|||
Income on equity investment in APM
|
—
|
|
|
1,768
|
|
|
6,546
|
|
|||
Gain on equity interest in APM
|
—
|
|
|
837
|
|
|
—
|
|
|||
Income before income taxes
|
16,498
|
|
|
40,436
|
|
|
39,321
|
|
|||
|
|
|
|
|
|
||||||
Income tax expense
|
3,581
|
|
|
2,609
|
|
|
1,497
|
|
|||
Net income
|
$
|
12,917
|
|
|
$
|
37,827
|
|
|
$
|
37,824
|
|
|
|
|
|
|
|
||||||
Net income attributable to common shareholders
|
|
|
|
|
|
||||||
Basic
|
$
|
12,917
|
|
|
$
|
37,827
|
|
|
$
|
34,371
|
|
Diluted
|
$
|
12,917
|
|
|
$
|
37,827
|
|
|
$
|
37,824
|
|
|
|
|
|
|
|
||||||
Net income per share attributable to common shareholders
|
|
|
|
|
|
||||||
Basic
|
$
|
0.52
|
|
|
$
|
1.61
|
|
|
$
|
3.24
|
|
Diluted
|
$
|
0.50
|
|
|
$
|
1.51
|
|
|
$
|
1.78
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares used to compute net income
|
|
|
|
|
|
||||||
per share attributable to common shareholders
|
|
|
|
|
|
||||||
Basic
|
24,656
|
|
|
23,495
|
|
|
10,594
|
|
|||
Diluted
|
25,606
|
|
|
24,989
|
|
|
21,192
|
|
|
Convertible Preferred Shares
|
Common Shares
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Deferred Share-Based Compensation
|
|
Accumulated Other Comprehensive Income
|
|
Retained Earnings
|
|
Total Shareholder's Equity
|
|
Total Comprehensive Income
|
|||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Balance, June 30, 2009
|
10,712
|
|
|
$
|
21
|
|
7,919
|
|
|
$
|
16
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
62,982
|
|
|
$
|
(221
|
)
|
|
$
|
609
|
|
|
$
|
31,093
|
|
|
$
|
94,500
|
|
|
|
||
Exercise of common stock options
|
—
|
|
|
—
|
|
70
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
172
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
172
|
|
|
|
||||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,360
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|
3,559
|
|
|
|
||||||||||
Proceeds from initial public offering, net of issuance costs
|
—
|
|
|
—
|
|
3,400
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
53,372
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,379
|
|
|
|
||||||||||
Conversion of preferred shares upon the initial public offering
|
(10,712
|
)
|
|
(21
|
)
|
10,712
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
(212
|
)
|
|
—
|
|
|
—
|
|
|
212
|
|
|
—
|
|
|
|
||||||||||
Net income
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,824
|
|
|
37,824
|
|
|
$
|
37,824
|
|
||||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|
12
|
|
|||||||||
Balance, June 30, 2010
|
—
|
|
|
—
|
|
22,101
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
119,674
|
|
|
(22
|
)
|
|
621
|
|
|
69,129
|
|
|
189,446
|
|
|
37,836
|
|
|||||||||
Initial public offering issuance costs
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
|
|
||||||||||
Exercise of common stock options
|
—
|
|
|
—
|
|
586
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2,621
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,622
|
|
|
|
||||||||||
Issuance of shares for Employee Stock Purchase Plan
|
—
|
|
|
—
|
|
159
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,612
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,612
|
|
|
|
||||||||||
Issuance of shares for APM acquisition
|
—
|
|
|
—
|
|
1,766
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
23,062
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,066
|
|
|
|
||||||||||
Repurchase of common shares under shares repurchase program
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
(693
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(693
|
)
|
|
|
||||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,152
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
6,174
|
|
|
|
||||||||||
Net income
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,827
|
|
|
37,827
|
|
|
37,827
|
|
|||||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
313
|
|
|
—
|
|
|
313
|
|
|
313
|
|
|||||||||
Balance, June 30, 2011
|
—
|
|
|
—
|
|
24,612
|
|
|
49
|
|
|
(50
|
)
|
|
(693
|
)
|
|
153,004
|
|
|
—
|
|
|
934
|
|
|
106,956
|
|
|
260,250
|
|
|
38,140
|
|
|||||||||
Exercise of common stock options and release of RSUs
|
—
|
|
|
—
|
|
382
|
|
|
1
|
|
|
12
|
|
|
163
|
|
|
852
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,016
|
|
|
|
||||||||||
Issuance of common shares under Employee Stock Purchase Plan
|
—
|
|
|
—
|
|
173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,324
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,324
|
|
|
|
||||||||||
Repurchase of common shares under shares repurchase program
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(191
|
)
|
|
(1,574
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,574
|
)
|
|
|
||||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,422
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,422
|
|
|
|
||||||||||
Net income
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,917
|
|
|
12,917
|
|
|
12,917
|
|
|||||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
38
|
|
|
38
|
|
|||||||||
Balance, June 30, 2012
|
—
|
|
|
$
|
—
|
|
25,167
|
|
|
$
|
50
|
|
|
(229
|
)
|
|
$
|
(2,104
|
)
|
|
$
|
160,602
|
|
|
$
|
—
|
|
|
$
|
972
|
|
|
$
|
119,873
|
|
|
$
|
279,393
|
|
|
$
|
12,955
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
12,917
|
|
|
$
|
37,827
|
|
|
$
|
37,824
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
24,692
|
|
|
16,261
|
|
|
8,769
|
|
|||
Amortization
|
571
|
|
|
417
|
|
|
242
|
|
|||
Allowance for doubtful accounts
|
559
|
|
|
—
|
|
|
—
|
|
|||
Share-based compensation expense
|
5,422
|
|
|
6,174
|
|
|
3,559
|
|
|||
Income on equity investment in APM
|
—
|
|
|
(1,768
|
)
|
|
(6,546
|
)
|
|||
Gain on equity interest in APM
|
—
|
|
|
(837
|
)
|
|
—
|
|
|||
Deferred income taxes, net
|
(1,468
|
)
|
|
(246
|
)
|
|
(1,166
|
)
|
|||
Loss on disposal of property and equipment
|
8
|
|
|
3
|
|
|
40
|
|
|||
Changes in working capital:
|
|
|
|
|
|
||||||
Accounts receivable
|
3,094
|
|
|
(5,195
|
)
|
|
(9,359
|
)
|
|||
Inventories
|
1,632
|
|
|
(26,941
|
)
|
|
(5,600
|
)
|
|||
Other current and long term assets
|
1,327
|
|
|
(973
|
)
|
|
(1,283
|
)
|
|||
Accounts payable
|
(20,768
|
)
|
|
(1,262
|
)
|
|
(3,763
|
)
|
|||
Account payable to APM
|
—
|
|
|
1,277
|
|
|
819
|
|
|||
Income taxes payable
|
399
|
|
|
196
|
|
|
1,229
|
|
|||
Accrued and other liabilities
|
4,496
|
|
|
5,155
|
|
|
5,022
|
|
|||
Net cash provided by operating activities
|
$
|
32,881
|
|
|
$
|
30,088
|
|
|
$
|
29,787
|
|
Cash flows from investing activities
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
(21,330
|
)
|
|
(1,569
|
)
|
|
—
|
|
|||
Prepayment for acquisition of wafer fabrication assets
|
—
|
|
|
(5,000
|
)
|
|
—
|
|
|||
Purchase of property and equipment
|
(36,318
|
)
|
|
(42,073
|
)
|
|
(13,980
|
)
|
|||
Proceeds from sale of property and equipment
|
—
|
|
|
—
|
|
|
2
|
|
|||
Restricted cash released (placed)
|
(183
|
)
|
|
653
|
|
|
(707
|
)
|
|||
Additional investment in APM before the APM acquisition
|
—
|
|
|
(1,831
|
)
|
|
—
|
|
|||
Investment in a privately held company
|
(100
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
$
|
(57,931
|
)
|
|
$
|
(49,820
|
)
|
|
$
|
(14,685
|
)
|
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options and ESPP
|
2,340
|
|
|
4,234
|
|
|
172
|
|
|||
Payment for repurchase of common shares
|
(1,574
|
)
|
|
(693
|
)
|
|
—
|
|
|||
Proceeds from bank borrowings
|
48,800
|
|
|
23,461
|
|
|
3,680
|
|
|||
Repayments of bank borrowings
|
(28,798
|
)
|
|
(38,488
|
)
|
|
(13,856
|
)
|
|||
Principal payments on capital leases
|
(306
|
)
|
|
(571
|
)
|
|
(398
|
)
|
|||
Net proceeds from IPO
|
—
|
|
|
—
|
|
|
53,872
|
|
|||
Payment for IPO related expenses
|
—
|
|
|
(610
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
$
|
20,462
|
|
|
$
|
(12,667
|
)
|
|
$
|
43,470
|
|
Effect of exchange rate changes on cash and cash equivalents
|
46
|
|
|
106
|
|
|
13
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(4,542
|
)
|
|
(32,293
|
)
|
|
58,585
|
|
|||
Cash and cash equivalents at beginning of year
|
86,708
|
|
|
119,001
|
|
|
60,416
|
|
|||
Cash and cash equivalents at end of year
|
$
|
82,166
|
|
|
$
|
86,708
|
|
|
$
|
119,001
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
342
|
|
|
$
|
263
|
|
|
$
|
188
|
|
Cash paid for income taxes
|
$
|
4,879
|
|
|
$
|
2,543
|
|
|
$
|
1,512
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of non-cash investing and financing information:
|
|
|
|
|
|
||||||
Property and equipment purchased but not yet paid
|
$
|
8,509
|
|
|
$
|
15,755
|
|
|
$
|
9,931
|
|
Property and equipment acquired under capital leases
|
$
|
1,916
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capitalized IPO costs included in accrued liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
493
|
|
Issuance of common shares for the APM acquisition
|
$
|
—
|
|
|
$
|
23,066
|
|
|
$
|
—
|
|
•
|
Level 1 - Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
•
|
determine whether the entity meets the criteria to qualify as a VIE; and
|
•
|
determine whether the Company is the primary beneficiary of the VIE.
|
•
|
the design of the entity, including the nature of risks and the purpose for which the entity was created, to determine the variability that the entity was designed to create and distribute to its interest holders;
|
•
|
the nature of the Company's involvement with the entity;
|
•
|
whether control of the entity may be achieved through arrangements that do not involve voting equity;
|
•
|
whether there is sufficient equity investment at risk to finance the activities of the entity; and
|
•
|
whether parties other than the equity holders have the obligation to absorb expected losses or the right to receive residual returns.
|
•
|
whether the Company's variable interest absorbs the majority of the VIE's expected losses;
|
•
|
whether the Company's variable interest receives the majority of the VIE's expected returns; and
|
•
|
whether the Company has the ability to make decisions that significantly affect the VIE's results and activities.
|
Building
|
|
20 years
|
Manufacturing machinery and equipment
|
|
3 to 10 years
|
Equipment and tooling
|
|
5 years
|
Computer equipment and software
|
|
3 years
|
Office furniture and equipment
|
|
5 years
|
Leasehold improvements
|
|
2 to 15 years based on shorter of expected economic useful life or the lease term
|
Patents and exclusive technology rights
|
|
3 to 7 years
|
Trade name
|
|
3 years
|
Customer relationships
|
|
4 years
|
•
|
Expected term.
It is determined by using the historical data of industry peers as adjusted for expected changes in future exercise patterns.
|
•
|
Forfeiture rate.
It is estimated based on the historical average period of time that the awards were outstanding and forfeited. The estimate of forfeitures is adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from the prior estimates. Changes in estimated forfeitures are recognized in the period of change and impact the amount of stock compensation expenses to be recognized in future periods, which could be material if actual results differ significantly from our estimates.
|
•
|
Volatility.
It is estimated based on that of the publicly traded shares of industry peers over a period equivalent to the expected term of the stock awards granted.
|
•
|
Risk-free interest rate.
It is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the awards granted.
|
•
|
Dividend yield.
It is zero as the Company has never declared or paid any dividends and currently has no intention to pay dividends in the foreseeable future.
|
|
Year Ended June 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in thousands, except per share data)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Net income
|
$
|
12,917
|
|
|
$
|
37,827
|
|
|
$
|
37,824
|
|
8% non-cumulative dividends on convertible preferred stock
|
—
|
|
|
—
|
|
|
(3,453
|
)
|
|||
Net income attributable to common shareholders - Basic
|
12,917
|
|
|
37,827
|
|
|
34,371
|
|
|||
|
|
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
||||||
Net income attributable to common shareholders - Basic
|
12,917
|
|
|
37,827
|
|
|
34,371
|
|
|||
Adjustment to net income for dilutive securities
|
—
|
|
|
—
|
|
|
3,453
|
|
|||
Net income attributable to common shareholders - Diluted
|
$
|
12,917
|
|
|
$
|
37,827
|
|
|
$
|
37,824
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Weighted average number of common shares used to compute basic net income per share
|
24,656
|
|
|
23,495
|
|
|
10,594
|
|
|||
|
|
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
||||||
Weighted average number of common shares used to compute basic net income per share
|
24,656
|
|
|
23,495
|
|
|
10,594
|
|
|||
Convertible preferred shares
|
—
|
|
|
—
|
|
|
8,926
|
|
|||
Stock options, RSUs and ESPP shares
|
950
|
|
|
1,494
|
|
|
1,672
|
|
|||
Weighted average number of common shares used to compute diluted net income per share
|
25,606
|
|
|
24,989
|
|
|
21,192
|
|
|||
|
|
|
|
|
|
||||||
Net income per share attributable to common shareholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.52
|
|
|
$
|
1.61
|
|
|
$
|
3.24
|
|
Diluted
|
$
|
0.50
|
|
|
$
|
1.51
|
|
|
$
|
1.78
|
|
|
Year Ended June 30,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(in thousands)
|
|||||||
Employee stock options and RSUs
|
2,694
|
|
|
1,623
|
|
|
2,120
|
|
ESPP to purchase common shares
|
344
|
|
|
464
|
|
|
—
|
|
Total potential dilutive securities
|
3,038
|
|
|
2,087
|
|
|
2,120
|
|
|
|
Year Ended June 30,
|
|||||||
Percentage of revenue
|
|
2012
|
|
2011
|
|
2010
|
|||
Customer A
|
|
24.0
|
%
|
|
30.6
|
%
|
|
33.0
|
%
|
Customer B
|
|
40.9
|
%
|
|
36.7
|
%
|
|
41.1
|
%
|
Customer C
|
|
13.9
|
%
|
|
11.5
|
%
|
|
10.3
|
%
|
|
|
June 30,
|
||||
Percentage of accounts receivable
|
|
2012
|
|
2011
|
||
Customer A
|
|
34.1
|
%
|
|
28.5
|
%
|
Customer B
|
|
23.6
|
%
|
|
32.7
|
%
|
Customer C
|
|
20.4
|
%
|
|
14.0
|
%
|
|
June 30,
|
||||||
|
2012
|
|
2011
|
||||
|
(in thousands)
|
||||||
Accounts receivable
|
$
|
55,858
|
|
|
$
|
61,768
|
|
Less: Allowance for price adjustments
|
(16,256
|
)
|
|
(19,235
|
)
|
||
Less: Allowance for doubtful accounts
|
(752
|
)
|
|
(30
|
)
|
||
Accounts receivable, net
|
$
|
38,850
|
|
|
$
|
42,503
|
|
|
June 30,
|
||||||
|
2012
|
|
2011
|
||||
|
(in thousands)
|
||||||
Raw materials
|
$
|
27,856
|
|
|
$
|
30,713
|
|
Work in-process
|
28,188
|
|
|
20,513
|
|
||
Finished goods
|
9,734
|
|
|
14,025
|
|
||
|
$
|
65,778
|
|
|
$
|
65,251
|
|
|
June 30,
|
||||||
|
2012
|
|
2011
|
||||
|
(in thousands)
|
||||||
Land
|
$
|
4,950
|
|
|
$
|
—
|
|
Building
|
4,077
|
|
|
—
|
|
||
Manufacturing machinery and equipment
|
152,307
|
|
|
107,555
|
|
||
Equipment and tooling
|
9,910
|
|
|
9,232
|
|
||
Computer equipment and software
|
14,912
|
|
|
11,906
|
|
||
Office furniture and equipment
|
1,630
|
|
|
1,597
|
|
||
Leasehold improvements
|
22,463
|
|
|
15,949
|
|
||
|
210,249
|
|
|
146,239
|
|
||
Less accumulated depreciation
|
(63,114
|
)
|
|
(38,617
|
)
|
||
|
147,135
|
|
|
107,622
|
|
||
Equipment and construction in progress
|
11,408
|
|
|
20,217
|
|
||
Property, plant and equipment, net
|
$
|
158,543
|
|
|
$
|
127,839
|
|
|
June 30,
|
||||||
|
2012
|
|
2011
|
||||
|
(in thousands)
|
||||||
Patents and exclusive technology rights
|
$
|
1,566
|
|
|
$
|
1,566
|
|
Trade name
|
250
|
|
|
250
|
|
||
Customer relationships
|
1,150
|
|
|
1,150
|
|
||
|
2,966
|
|
|
2,966
|
|
||
Less accumulated amortization
|
(1,938
|
)
|
|
(1,367
|
)
|
||
Intangible assets, net
|
$
|
1,028
|
|
|
$
|
1,599
|
|
|
(in thousands)
|
||
Balance at June 30, 2011
|
$
|
—
|
|
Addition: Oregon Fab acquisition
|
269
|
|
|
Balance at June 30, 2012
|
$
|
269
|
|
|
June 30,
|
||||||
|
2012
|
|
2011
|
||||
|
(in thousands)
|
||||||
Deposit for acquisition of wafer fabrication assets
|
$
|
—
|
|
|
$
|
5,000
|
|
Prepayments for property and equipment
|
1,632
|
|
|
2,086
|
|
||
Investment in a privately held company
|
100
|
|
|
—
|
|
||
Deferred debt issuance cost
|
204
|
|
|
—
|
|
||
Office leases deposits
|
539
|
|
|
521
|
|
||
|
$
|
2,475
|
|
|
$
|
7,607
|
|
|
June 30,
|
||||||
|
2012
|
|
2011
|
||||
|
(in thousands)
|
||||||
Accrued salaries and wages
|
$
|
3,418
|
|
|
$
|
2,322
|
|
Accrued vacation
|
2,232
|
|
|
1,383
|
|
||
Accrued bonuses
|
4,258
|
|
|
3,760
|
|
||
Warranty accrual
|
1,556
|
|
|
664
|
|
||
Stock rotation accrual
|
2,032
|
|
|
1,880
|
|
||
Accrued professional fees
|
687
|
|
|
1,101
|
|
||
ESPP payable
|
313
|
|
|
206
|
|
||
Customer deposits
|
179
|
|
|
204
|
|
||
Other accrued expenses
|
6,351
|
|
|
3,603
|
|
||
|
$
|
21,026
|
|
|
$
|
15,123
|
|
|
Year Ended June 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in thousands)
|
||||||||||
Beginning balance
|
$
|
664
|
|
|
$
|
1,275
|
|
|
$
|
1,094
|
|
Addition
|
1,617
|
|
|
186
|
|
|
929
|
|
|||
Utilization
|
(725
|
)
|
|
(797
|
)
|
|
(748
|
)
|
|||
Ending balance
|
$
|
1,556
|
|
|
$
|
664
|
|
|
$
|
1,275
|
|
|
Year Ended June 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in thousands)
|
||||||||||
Beginning balance
|
$
|
1,880
|
|
|
$
|
513
|
|
|
$
|
1,144
|
|
Addition
|
5,166
|
|
|
5,520
|
|
|
2,556
|
|
|||
Utilization
|
(5,014
|
)
|
|
(4,153
|
)
|
|
(3,187
|
)
|
|||
Ending balance
|
$
|
2,032
|
|
|
$
|
1,880
|
|
|
$
|
513
|
|
|
June 30,
|
||||||
|
2012
|
|
2011
|
||||
Computer software
|
$
|
1,916
|
|
|
$
|
292
|
|
Exclusive technology rights
|
130
|
|
|
144
|
|
||
|
2,046
|
|
|
436
|
|
||
Less current portion
|
(961
|
)
|
|
(306
|
)
|
||
Capital leases - long-term portion
|
$
|
1,085
|
|
|
$
|
130
|
|
Year ending June 30,
|
(in thousands)
|
||
2013
|
$
|
1,025
|
|
2014
|
1,025
|
|
|
2015
|
25
|
|
|
2016
|
25
|
|
|
2017
|
25
|
|
|
Thereafter
|
50
|
|
|
Total minimum lease payments
|
2,175
|
|
|
Less amount representing interest
|
(129
|
)
|
|
Total capital lease liabilities
|
$
|
2,046
|
|
Land
|
$
|
4,950
|
|
Building
|
3,900
|
|
|
Manufacturing machinery and equipment
|
15,564
|
|
|
Inventories
|
2,159
|
|
|
Accrued liabilities
|
(512
|
)
|
|
Goodwill
|
269
|
|
|
Total purchase consideration
|
$
|
26,330
|
|
|
(in thousands)
|
||
Purchase consideration at December 3, 2010
|
|
||
Cash
|
$
|
16,979
|
|
Equity instruments (1,766,159 common shares at $13.06 per share)
|
23,066
|
|
|
Total consideration transferred
|
40,045
|
|
|
Fair value of previously held equity investment in APM
|
30,505
|
|
|
|
|
||
|
$
|
70,550
|
|
|
|
||
Identifiable assets acquired and liabilities assumed:
|
|
||
Cash and cash equivalents
|
$
|
15,410
|
|
Accounts receivables and other receivable
|
6,549
|
|
|
Accounts receivables from the Company
|
11,377
|
|
|
Inventories
|
10,510
|
|
|
Prepayments
|
275
|
|
|
Property and equipment
|
51,892
|
|
|
Trade name
|
250
|
|
|
Customer relationships
|
1,150
|
|
|
Deferred tax assets
|
7,748
|
|
|
Accounts payable
|
(22,157
|
)
|
|
Borrowings
|
(11,346
|
)
|
|
Income tax payable
|
(1,108
|
)
|
|
|
|
||
Net assets acquired
|
$
|
70,550
|
|
|
Year Ended June 30,
|
||||||
|
2011
|
|
2010
|
||||
|
(in thousands)
|
||||||
Revenue
|
$
|
372,000
|
|
|
$
|
320,229
|
|
Net income
|
$
|
39,398
|
|
|
$
|
47,073
|
|
Pro forma net income per share:
|
|
|
|
||||
Basic
|
$
|
1.61
|
|
|
$
|
3.81
|
|
Diluted
|
$
|
1.52
|
|
|
$
|
2.05
|
|
|
June 30,
|
||||||
|
2011
|
|
2010
|
||||
|
(in thousands)
|
||||||
Beginning balance
|
$
|
26,069
|
|
|
$
|
19,523
|
|
Income on equity investment in APM
|
1,768
|
|
|
6,546
|
|
||
Additional investment in APM
|
1,831
|
|
|
—
|
|
||
Acquisition of APM
|
(29,668
|
)
|
|
—
|
|
||
Ending balance
|
$
|
—
|
|
|
$
|
26,069
|
|
|
Year Ended June 30,
|
||
|
2010
|
||
|
(in thousands)
|
||
Revenue
|
$
|
94,921
|
|
Cost of goods sold
|
(79,810
|
)
|
|
Operating expense
|
(3,828
|
)
|
|
Other income, net
|
294
|
|
|
Income tax benefit
|
4,190
|
|
|
Net income
|
$
|
15,767
|
|
|
June 30,
|
||||||
|
2011
|
|
2010
|
||||
|
(in thousands)
|
||||||
Beginning balance
|
$
|
10,100
|
|
|
$
|
9,281
|
|
Purchase of semiconductor packaging and testing services from APM
|
29,186
|
|
|
79,729
|
|
||
Purchase of used equipment from APM
|
—
|
|
|
604
|
|
||
Payments made to APM
|
(27,909
|
)
|
|
(79,514
|
)
|
||
Acquisition of APM
|
(11,377
|
)
|
|
—
|
|
||
|
|
|
|
||||
Ending balance
|
$
|
—
|
|
|
$
|
10,100
|
|
Year ending June 30,
|
(in thousands)
|
|
2013
|
3,571
|
|
2014
|
2,857
|
|
2015
|
13,572
|
|
2016
|
—
|
|
2017
|
—
|
|
Thereafter
|
—
|
|
Total
|
20,000
|
|
|
|
|
Weighted
|
|
Weighted
|
|
|
|||||||
|
|
|
Average
|
|
Average Grant
|
|
|
|||||||
|
Number of
|
|
Exercise Price
|
|
Date Fair Value
|
|
Aggregate
|
|||||||
|
Shares
|
|
Per Share
|
|
Per Share
|
|
Intrinsic Value
|
|||||||
Outstanding at June 30, 2009
|
4,111,292
|
|
|
$
|
7.26
|
|
|
|
|
|
||||
Granted
|
911,250
|
|
|
15.04
|
|
|
$
|
7.37
|
|
|
|
|||
Exercised
|
(70,050
|
)
|
|
2.45
|
|
|
|
|
$
|
667,335
|
|
|||
Canceled or forfeited
|
(219,359
|
)
|
|
10.22
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Outstanding at June 30, 2010
|
4,733,133
|
|
|
8.70
|
|
|
|
|
|
|||||
Granted
|
422,500
|
|
|
12.82
|
|
|
$
|
6.73
|
|
|
|
|||
Exercised
|
(585,941
|
)
|
|
4.45
|
|
|
|
|
$
|
4,759,630
|
|
|||
Canceled or forfeited
|
(107,817
|
)
|
|
12.50
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Outstanding at June 30, 2011
|
4,461,875
|
|
|
9.56
|
|
|
|
|
|
|||||
Granted
|
357,000
|
|
|
9.84
|
|
|
$
|
5.04
|
|
|
|
|||
Exercised
|
(351,291
|
)
|
|
2.91
|
|
|
|
|
$
|
2,239,691
|
|
|||
Canceled or forfeited
|
(252,932
|
)
|
|
11.83
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Outstanding at June 30, 2012
|
4,214,652
|
|
|
$
|
10.00
|
|
|
|
|
$
|
6,758,645
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Prices
|
Number
Outstanding |
|
Weighted-Average
Remaining Contractual Life (Years) |
|
Weighted-Average
Exercise Price |
|
Number
Exercisable |
|
Weighted-Average
Exercise Price |
||||||
$0.40 - $2.00
|
572,588
|
|
|
2.15
|
|
$
|
1.17
|
|
|
572,588
|
|
|
$
|
1.17
|
|
$4.00 - $6.40
|
428,755
|
|
|
3.33
|
|
5.33
|
|
|
428,755
|
|
|
5.33
|
|
||
$6.50 - $8.60
|
515,453
|
|
|
5.30
|
|
8.08
|
|
|
445,568
|
|
|
8.10
|
|
||
$9.29 - $9.90
|
524,110
|
|
|
8.36
|
|
9.72
|
|
|
146,668
|
|
|
9.51
|
|
||
$10.22 - $11.40
|
455,146
|
|
|
5.55
|
|
10.94
|
|
|
395,566
|
|
|
11.00
|
|
||
$12.06 - $12.91
|
336,500
|
|
|
8.66
|
|
12.63
|
|
|
111,774
|
|
|
12.49
|
|
||
$13.00 - $13.00
|
682,135
|
|
|
4.57
|
|
13.00
|
|
|
614,598
|
|
|
13.00
|
|
||
$13.83 - $15.00
|
207,465
|
|
|
6.83
|
|
14.35
|
|
|
94,174
|
|
|
14.42
|
|
||
$17.90 - $17.90
|
20,000
|
|
|
7.84
|
|
17.90
|
|
|
8,332
|
|
|
17.90
|
|
||
$18.00 - $18.00
|
472,500
|
|
|
7.83
|
|
18.00
|
|
|
225,989
|
|
|
18.00
|
|
||
$0.40 - $18.00
|
4,214,652
|
|
|
5.60
|
|
$
|
10.00
|
|
|
3,044,012
|
|
|
$
|
8.96
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Option vested and expected to vest
|
4,106,839
|
|
|
5.52
|
|
$
|
9.93
|
|
|
|
|
|
|
Year Ended June 30,
|
||||
|
2012
|
|
2011
|
|
2010
|
Volatility rate
|
48.54% - 49.32%
|
|
48.31% - 49.09%
|
|
49% - 50%
|
Risk-free interest rate
|
0.88% - 1.11%
|
|
1.48% - 2.40%
|
|
1.8% - 2.6%
|
Expected option life
|
5.5 years
|
|
5.5 years
|
|
5.5 years
|
Dividend yield
|
—%
|
|
—%
|
|
—%
|
|
|
Restricted Stock
Units
|
Weighted Average
Grant Date Fair
Value Per Share
|
|
Weighted Average
Remaining
Recognition
Period (Years)
|
|
Aggregate Intrinsic Value
|
||||||
Nonvested at June 30, 2010
|
|
—
|
|
|
|
|
|
|
|
||||
Granted
|
|
227,500
|
|
|
12.38
|
|
|
|
|
|
|||
Vested
|
|
—
|
|
|
|
|
|
|
|
||||
Forfeited
|
|
(14,200
|
)
|
|
12.19
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||||
Nonvested at June 30, 2011
|
|
213,300
|
|
|
12.39
|
|
|
2.46
|
|
$
|
2,826,225
|
|
|
Granted
|
|
343,398
|
|
|
9.55
|
|
|
|
|
|
|||
Vested
|
|
(43,160
|
)
|
|
12.14
|
|
|
|
|
|
|||
Forfeited
|
|
(64,160
|
)
|
|
11.79
|
|
|
|
|
|
|||
Nonvested at June 30, 2012
|
|
449,378
|
|
|
$
|
10.33
|
|
|
2.26
|
|
$
|
4,111,809
|
|
|
Year Ended June 30,
|
||
|
2012
|
|
2011
|
Volatility rate
|
50%
|
|
50%
|
Risk-free interest rate
|
0.2% - 0.3%
|
|
0.2% - 1.0%
|
Expected term
|
1.3 years
|
|
1.3 years
|
Dividend yield
|
—%
|
|
—%
|
|
Year Ended June 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in thousands)
|
||||||||||
Cost of goods sold
|
$
|
532
|
|
|
$
|
629
|
|
|
$
|
317
|
|
Research and development
|
1,361
|
|
|
1,716
|
|
|
905
|
|
|||
Selling, general and administrative
|
3,529
|
|
|
3,829
|
|
|
2,337
|
|
|||
|
|
|
|
|
|
||||||
|
$
|
5,422
|
|
|
$
|
6,174
|
|
|
$
|
3,559
|
|
|
Year Ended June 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
U.S. federal taxes:
|
|
|
|
|
|||||||
Current
|
$
|
171
|
|
|
$
|
106
|
|
|
$
|
247
|
|
Deferred
|
436
|
|
|
(94
|
)
|
|
(152
|
)
|
|||
Non-U.S. taxes:
|
|
|
|
|
|||||||
Current
|
4,744
|
|
|
2,487
|
|
|
2,375
|
|
|||
Deferred
|
(1,870
|
)
|
|
172
|
|
|
(1,028
|
)
|
|||
State taxes, net of federal benefit:
|
|
|
|
|
|||||||
Current
|
8
|
|
|
4
|
|
|
85
|
|
|||
Deferred
|
92
|
|
|
(66
|
)
|
|
(30
|
)
|
|||
|
|
|
|
|
|
||||||
Total provision for income taxes
|
$
|
3,581
|
|
|
$
|
2,609
|
|
|
$
|
1,497
|
|
|
Year Ended June 30,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
United States statutory rate
|
34.0
|
%
|
|
34.0
|
%
|
|
34.0
|
%
|
State taxes, net of federal benefit
|
0.6
|
|
|
(0.2
|
)
|
|
0.1
|
|
Foreign taxes, net
|
(11.6
|
)
|
|
(25.4
|
)
|
|
(29.9
|
)
|
Research and development credit
|
(1.5
|
)
|
|
(1.9
|
)
|
|
(0.6
|
)
|
Non-deductible expenses
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
21.7
|
%
|
|
6.5
|
%
|
|
3.8
|
%
|
|
Year Ended June 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
(in thousands)
|
|
|
|
|||||
U.S. operations
|
$
|
2,783
|
|
|
$
|
2,329
|
|
|
$
|
(519
|
)
|
Non-U.S. operations
|
13,715
|
|
|
38,107
|
|
|
39,840
|
|
|||
Total operating income
|
$
|
16,498
|
|
|
$
|
40,436
|
|
|
$
|
39,321
|
|
|
June 30,
|
||||||
|
2012
|
|
2011
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Accrued compensation
|
$
|
2,524
|
|
|
$
|
1,464
|
|
Net operating loss carryforwards
|
106
|
|
|
107
|
|
||
Depreciation
|
10,302
|
|
|
8,726
|
|
||
Tax credits
|
2,934
|
|
|
2,638
|
|
||
Accruals and reserves
|
507
|
|
|
766
|
|
||
Total deferred tax assets
|
16,373
|
|
|
13,701
|
|
||
Valuation allowance
|
(1,690
|
)
|
|
(1,445
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
14,683
|
|
|
12,256
|
|
||
Deferred Tax Liabilities:
|
|
|
|
||||
Depreciation and amortization
|
(2,340
|
)
|
|
(1,094
|
)
|
||
Accruals and reserves
|
(80
|
)
|
|
(366
|
)
|
||
Total deferred tax liabilities
|
(2,420
|
)
|
|
(1,460
|
)
|
||
Net Deferred Tax Assets
|
$
|
12,263
|
|
|
$
|
10,796
|
|
|
June 30,
|
||||||
|
2012
|
|
2011
|
||||
|
(in thousands)
|
||||||
Current deferred tax assets
|
$
|
2,789
|
|
|
$
|
1,773
|
|
Long term deferred tax assets
|
10,061
|
|
|
9,048
|
|
||
Long term deferred tax liabilities
|
(587
|
)
|
|
(25
|
)
|
||
|
|
|
|
||||
Net deferred tax assets
|
$
|
12,263
|
|
|
$
|
10,796
|
|
|
Year Ended June 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in thousands)
|
||||||||||
Balance at beginning of year
|
$
|
6,437
|
|
|
$
|
8,296
|
|
|
$
|
6,840
|
|
Additions based on tax positions related to the current year
|
490
|
|
|
496
|
|
|
1,458
|
|
|||
Additions (reductions) based on tax positions related to prior years
|
183
|
|
|
(2,308
|
)
|
|
77
|
|
|||
Reductions due to lapse of applicable statute of limitations
|
(4
|
)
|
|
(47
|
)
|
|
(79
|
)
|
|||
|
|
|
|
|
|
||||||
Balance at end of year
|
$
|
7,106
|
|
|
$
|
6,437
|
|
|
$
|
8,296
|
|
|
Year Ended June 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in thousands)
|
||||||||||
Power discrete
|
$
|
267,059
|
|
|
$
|
284,094
|
|
|
$
|
258,037
|
|
Power IC
|
53,396
|
|
|
62,706
|
|
|
43,803
|
|
|||
Packaging and testing services
|
21,836
|
|
|
14,508
|
|
|
—
|
|
|||
|
$
|
342,291
|
|
|
$
|
361,308
|
|
|
$
|
301,840
|
|
Year ending June 30,
|
Operating
Leases |
||
|
(in thousands)
|
||
2013
|
$
|
3,028
|
|
2014
|
3,141
|
|
|
2015
|
2,531
|
|
|
2016
|
1,954
|
|
|
2017
|
1,617
|
|
|
Thereafter
|
5,977
|
|
|
|
$
|
18,248
|
|
|
June 30,
|
||||||
|
2012
|
|
2011
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
20,599
|
|
|
$
|
29,650
|
|
Accounts receivable - Intercompany
|
36,621
|
|
|
20,555
|
|
||
Other current assets
|
38
|
|
|
33
|
|
||
Total current assets
|
57,258
|
|
|
50,238
|
|
||
|
|
|
|
||||
Other long-term assets
|
100
|
|
|
5,000
|
|
||
Intercompany loan receivable
|
—
|
|
|
4,500
|
|
||
Investment in subsidiaries
|
222,524
|
|
|
201,320
|
|
||
Total assets
|
$
|
279,882
|
|
|
$
|
261,058
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
489
|
|
|
$
|
808
|
|
Total liabilities
|
489
|
|
|
808
|
|
||
Shareholders' equity:
|
|
|
|
||||
Preferred shares, par value $0.002 per share:
|
|
|
|
||||
Authorized: 10,000 shares; Issued and outstanding: none at June 30, 2012 and 2011
|
—
|
|
|
—
|
|
||
Common shares, par value $0.002 per share:
|
|
|
|
||||
Authorized: 50,000 shares; Issued and outstanding: 25,167 shares and 24,938 shares at June 30, 2012 and 24,612 shares and 24,562 shares at June 30, 2011
|
50
|
|
|
49
|
|
||
Treasury shares at cost; 229 shares at June 30, 2012 and 50 shares at June 30, 2011
|
(2,104
|
)
|
|
(693
|
)
|
||
Additional paid-in capital
|
160,602
|
|
|
153,004
|
|
||
Accumulated other comprehensive income
|
972
|
|
|
934
|
|
||
Retained earnings
|
119,873
|
|
|
106,956
|
|
||
Total shareholders’ equity
|
279,393
|
|
|
260,250
|
|
||
Total liabilities and shareholders’ equity
|
$
|
279,882
|
|
|
$
|
261,058
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
$
|
3,247
|
|
|
$
|
5,110
|
|
|
$
|
2,234
|
|
Total operating expenses
|
3,247
|
|
|
5,110
|
|
|
2,234
|
|
|||
Operating loss
|
(3,247
|
)
|
|
(5,110
|
)
|
|
(2,234
|
)
|
|||
|
|
|
|
|
|
||||||
Interest income
|
19
|
|
|
75
|
|
|
4
|
|
|||
Income on equity investment in APM
|
—
|
|
|
1,768
|
|
|
6,546
|
|
|||
Gain on equity interest in APM
|
—
|
|
|
837
|
|
|
—
|
|
|||
Income on equity investment in subsidiaries
|
16,145
|
|
|
40,257
|
|
|
33,508
|
|
|||
Net income
|
$
|
12,917
|
|
|
$
|
37,827
|
|
|
$
|
37,824
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
12,917
|
|
|
$
|
37,827
|
|
|
$
|
37,824
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Share-based compensation expense
|
114
|
|
|
210
|
|
|
215
|
|
|||
Equity in net income of subsidiaries
|
(16,145
|
)
|
|
(40,257
|
)
|
|
(33,508
|
)
|
|||
Equity share of net income of APM
|
—
|
|
|
(1,768
|
)
|
|
(6,546
|
)
|
|||
Gain on acquisition of equity investment
|
—
|
|
|
(837
|
)
|
|
—
|
|
|||
Changes in working capital, net of impact of acquisition:
|
|
|
|
|
|
||||||
Accounts receivable - intercompany
|
(10,777
|
)
|
|
1,641
|
|
|
(451
|
)
|
|||
Other current assets
|
(6
|
)
|
|
249
|
|
|
(281
|
)
|
|||
Accounts payable and accrued liabilities
|
(320
|
)
|
|
499
|
|
|
205
|
|
|||
Net cash used in operating activities
|
(14,217
|
)
|
|
(2,436
|
)
|
|
(2,542
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
—
|
|
|
(16,979
|
)
|
|
—
|
|
|||
Prepayment for acquisition of wafer fabrication assets
|
—
|
|
|
(5,000
|
)
|
|
—
|
|
|||
Intercompany loan repayment (receivable)
|
4,500
|
|
|
(4,500
|
)
|
|
—
|
|
|||
Additional investment in APM before the APM acquisition
|
—
|
|
|
(1,831
|
)
|
|
—
|
|
|||
Investment in a privately held company
|
(100
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
4,400
|
|
|
(28,310
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Net proceeds from (payments of issuance costs for) the IPO
|
—
|
|
|
(610
|
)
|
|
53,872
|
|
|||
Proceeds from exercise of stock options and ESPP
|
2,340
|
|
|
4,234
|
|
|
172
|
|
|||
Payment for repurchase of common shares
|
(1,574
|
)
|
|
(693
|
)
|
|
—
|
|
|||
Net cash provided by financing activities
|
766
|
|
|
2,931
|
|
|
54,044
|
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
(9,051
|
)
|
|
(27,815
|
)
|
|
51,502
|
|
|||
Cash and cash equivalents at beginning of year
|
29,650
|
|
|
57,465
|
|
|
5,963
|
|
|||
Cash and cash equivalents at end of year
|
$
|
20,599
|
|
|
$
|
29,650
|
|
|
$
|
57,465
|
|
|
Allowance
|
|
Allowance
|
|
Allowance
|
||||||
|
for Doubtful
|
|
for Price
|
|
for Deferred
|
||||||
|
Accounts
|
|
Adjustments
|
|
Tax Assets
|
||||||
|
(in thousands)
|
||||||||||
June 30, 2009
|
$
|
30
|
|
|
$
|
11,002
|
|
|
$
|
995
|
|
Additions
|
—
|
|
|
88,725
|
|
|
238
|
|
|||
Reductions
|
—
|
|
|
(91,276
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
June 30, 2010
|
30
|
|
|
8,451
|
|
|
1,233
|
|
|||
Additions
|
—
|
|
|
83,110
|
|
|
462
|
|
|||
Reductions
|
—
|
|
|
(72,326
|
)
|
|
(250
|
)
|
|||
|
|
|
|
|
|
||||||
June 30, 2011
|
30
|
|
|
19,235
|
|
|
1,445
|
|
|||
Additions
|
853
|
|
|
93,979
|
|
|
322
|
|
|||
Reductions
|
(131
|
)
|
|
(96,958
|
)
|
|
(77
|
)
|
|||
|
|
|
|
|
|
||||||
June 30, 2012
|
$
|
752
|
|
|
$
|
16,256
|
|
|
$
|
1,690
|
|
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
|
|
|
|
By:
|
/s/ MIKE F. CHANG
|
|
Mike F. Chang
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
Signature
|
|
Title
|
Date
|
/s/ MIKE F. CHANG
|
|
Chairman of the Board and Chief Executive Officer
|
August 31, 2012
|
Mike F. Chang
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ MARY L. DOTZ
|
|
Chief Financial Officer and Corporate Secretary
|
August 31, 2012
|
Mary L. Dotz
|
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ YIFAN LIANG
|
|
Chief Accounting Officer and Assistant Corporate Secretary
|
August 31, 2012
|
Yifan Liang
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
/s/ YUEH-SE HO
|
|
Director and Chief Operating Officer
|
August 31, 2012
|
Yueh-Se Ho, Ph.D.
|
|
|
|
|
|
|
|
/s/ CHUNG TE CHANG
|
|
Director
|
August 31, 2012
|
Chung Te Chang
|
|
|
|
|
|
|
|
/s/ MARK A. STEVENS
|
|
Director
|
August 31, 2012
|
Mark A. Stevens
|
|
|
|
|
|
|
|
/s/ HOWARD M. BAILEY
|
|
Director
|
August 31, 2012
|
Howard M. Bailey
|
|
|
|
|
|
|
|
/s/ THOMAS W. STEIPP
|
|
Director
|
August 31, 2012
|
Thomas W. Steipp
|
|
|
|
|
|
|
|
/s/ RICHARD W. SEVCIK
|
|
Director
|
August 31, 2012
|
Richard W. Sevcik
|
|
|
|
Number
|
Description
|
3.1
|
Memorandum of Association of Registrant (incorporated by reference to Exhibit 3.1 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010)
|
3.2
|
Form of Bye-Laws of the Registrant (incorporated by reference to Exhibit 3.2 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010)
|
4.1
|
Amended and Restated Investors Rights Agreement dated as of December 29, 2006 between the Registrant and certain investors named therein (incorporated by reference to Exhibit 4.1 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010)
|
4.2
|
Form of Common Share Certificate (incorporated by reference to Exhibit 4.2 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010)
|
10.1
|
2000 Share Plan (incorporated by reference to Exhibit 10.1 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010)
|
10.2
|
Form of Option Agreement under 2000 Share Plan (incorporated by reference to Exhibit 10.2 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010)
|
10.3
|
2009 Share Option/Share Issuance Plan (incorporated by reference to Exhibit 10.3 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010)
|
10.4
|
Form of Option Agreement under 2009 Share Plan (incorporated by reference to Exhibit 4.4 from Annual Report on Form 20-F (File No. 001-34717) filed with the Commission on September 2, 2010)
|
10.5
|
Form of Restricted Share Unit Issuance Agreement under 2009 Share Plan (incorporated by reference to Exhibit 4.5 from Annual Report on Form 20-F (File No. 001-34717) filed with the Commission on September 2, 2010)
|
10.6
|
Employee Share Purchase Plan (incorporated by reference to Exhibit 10.15 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010)
|
10.7
|
Technology License Agreement dated as of July 20, 2005 between the Registrant and Agape Package Manufacturing Limited (incorporated by reference to Exhibit 10.5 Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010)
|
10.8
|
Amendment No. 1 to Technology License Agreement dated as of July 16, 2010 between the Registrant and Agape Package Manufacturing Limited (incorporated by reference to Exhibit 4.8 from Annual Report on Form 20-F (File No. 001-34717) filed with the Commission on September 2, 2010)
|
10.9††
|
Foundry Agreement dated as of January 10, 2002 between the Registrant and Shanghai Hua Hong NEC Electronics Company, Limited (incorporated by reference to Exhibit 10.16 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010)
|
10.10††
|
First Addendum to Foundry Service Agreement dated as of July 28, 2005 between the Registrant and Shanghai Hua Hong NEC Electronics Company, Limited (incorporated by reference to Exhibit 10.17 from Registration Statement on Form F-1 (File No. 333-165823) initially filed with the Commission on March 31, 2010)
|
10.11††
|
Second Addendum to Foundry Service Agreement dated as of April 11, 2007 between the Registrant and Shanghai Hua Hong NEC Electronics Company, Limited (incorporated by reference to Exhibit 10.18 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010)
|
10.12††
|
Foundry Service Agreement dated as of November 3, 2009 between Alpha & Omega Semiconductor (Macau), Ltd. and Shanghai Hua Hong NEC Electronics Company, Limited (incorporated by reference to Exhibit 10.6 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010)
|
10.13
|
Non-Exclusive Distributor Agreement dated as of July 27, 2010 between Alpha & Omega Semiconductor (Hong Kong) Limited and Frontek Technology Corporation (incorporated by reference to Exhibit 4.17 from Annual Report on Form 20-F (File No. 001-34717) filed with the Commission on September 2, 2010)
|
10.14††
|
Supplement to Non-Exclusive Distributor Agreement dated as of July 27, 2010 between Alpha & Omega Semiconductor (Hong Kong) Limited and Frontek Technology Corporation (incorporated by reference to Exhibit 4.18 from Annual Report on Form 20-F (File No. 001-34717) filed with the Commission on September 2, 2010)
|
10.15††
|
First Amendment of Supplement to Distribution Agreement dated as of April 21, 2011 between Alpha & Omega Semiconductor (Hong Kong) Limited and Frontek Technology Corporation
|
10.16
|
Non-Exclusive Distributor Agreement dated as of July 27, 2010 between Alpha & Omega Semiconductor (Hong Kong) Limited and Promate Electronic Co., Ltd. (incorporated by reference to Exhibit 4.19 from Annual Report on Form 20-F (File No. 001-34717) filed with the Commission on September 2, 2010)
|
10.17††
|
Supplement to Non-Exclusive Distributor Agreement dated as of July 27, 2010 between Alpha & Omega Semiconductor (Hong Kong) Limited and Promate Electronic Co., Ltd. (incorporated by reference to Exhibit 4.20 from Annual Report on Form 20-F (File No. 001-34717) filed with the Commission on September 2, 2010)
|
10.18††
|
First Amendment of Supplement to Distribution Agreement dated as of April 21, 2011 between Alpha & Omega Semiconductor (Hong Kong) Limited and Promate Electronic Co., Ltd. (incorporated by reference to Exhibit 10.18 from Annual Report Form 10-K filed with the Commission on September 9, 2011)
|
10.19††
|
Settlement and Cross License Agreement dated as of October 17, 2008 among the Registrant, Alpha and Omega Semiconductor Incorporated, Fairchild Semiconductor Corporation, and Fairchild Semiconductor International, Inc. (incorporated by reference to Exhibit 10.12 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010)
|
10.20
|
Lease dated as of December 23, 2009 between Alpha and Omega Semiconductor Incorporated and OA Oakmead II, LLC (incorporated by reference to Exhibit 10.19 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010)
|
10.21
|
Guarantee dated as of January 5, 2010 between the Registrant and OA Oakmead II, LLC (incorporated by reference to Exhibit 10.20 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010)
|
10.22
|
Option Agreement dated as of October 1, 2010 between the Registrant and Integrated Device Technology, Inc. (incorporated by reference to Exhibit 10.22 from Annual Report Form 10-K filed with the Commission on September 9, 2011)
|
10.23
|
Share Purchase Agreement dated as of November 30, 2010 between the Registrant, the common shareholders of APM, Min Juang as representative and Agape Package Manufacturing Ltd. (incorporated by reference to Exhibit 10.23 from Annual Report Form 10-K filed with the Commission on September 9, 2011)
|
10.24
|
Share Purchase Agreement dated as of November 30, 2010 between the Registrant, the preferred shareholders of APM, Ben Yang as representative and Agape Package Manufacturing Ltd. (incorporated by reference to Exhibit 10.24 from Annual Report Form 10-K filed with the Commission on September 9, 2011)
|
10.25
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.11 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010)
|
10.26
|
Form of Employment Agreement between the Registrant and Mike F. Chang (incorporated by reference to Exhibit 10.13 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010)
|
10.27
|
Form of Retention Agreement (incorporated by reference to Exhibit 10.14 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010)
|
10.28
|
Form of Restricted Shares Purchase Agreement (incorporated by reference to Exhibit 10.21 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010)
|
10.29
|
Summary of 2010 Executive Incentive Plan (incorporated by reference to Exhibit 10.29 from Annual Report Form 10-K filed with the Commission on September 9, 2011)
|
10.30
|
Summary of 2011 Executive Incentive Plan (incorporated by reference to Exhibit 10.30 from Annual Report Form 10-K filed with the Commission on September 9, 2011)
|
10.31*
|
Summary of Fiscal Year 2013 Executive Incentive Plan
|
10.32
|
Asset Purchase Agreement dated as of December 14, 2011 between Alpha & Omega Semiconductor Limited, Jireh Semiconductor Limited and Integrated Device Technology, Inc. (incorporated by reference to Exhibit 10.1 from 8-K filed with the Commission on December 14, 2011)
|
10.33*
|
Offer Letter to Mary L. Dotz dated as of February 15, 2012
|
10.34*
|
Third Addendum to Foundry Service Agreement dated as of March 6, 2012 by and among the Registrant and Shanghai Hua Hong NEC Electronics Company, Limited
|
10.35*
|
Form of Restricted Share Unit Issuance Agreement
|
21.1*
|
List of Subsidiaries of the Registrant
|
23.1*
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of Registrant
|
23.2*
|
Consent of Grant Thornton LLP, independent registered public accounting firm of Registrant
|
31.1*
|
Certification of Chief Executive Officer required by Rule 13(a)-14(a) under the Exchange Act
|
31.2*
|
Certification of Chief Financial Officer required by Rule 13(a)-14(a) under the Exchange Act
|
32.1*
|
Certification of Chief Executive Officer required by Rule 13a-14(b) under the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code
|
32.2*
|
Certification of Chief Financial Officer required by Rule 13a-14(b) under the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code
|
101.INS**
|
XBRL Instance
|
101.SCH**
|
XBRL Taxonomy Extension Schema
|
101.CAL**
|
XBRL Taxonomy Extension Calculation
|
101.DEF**
|
XBRL Taxonomy Extension Definition
|
101.LAB**
|
XBRL Taxonomy Extension Labels
|
101.PRE**
|
XBRL Taxonomy Extension Presentation
|
Award Date:
|
<Award Date>
|
Number of Shares Subject to Award:
|
<# of Shares Awarded> Common Shares (the “Shares”)
|
Vesting Schedule:
|
The Shares shall vest in a series of forty-eight (48) successive equal monthly installments upon the Participant’s completion of each month of Service over the forty-eight (48)-month period measured from the Award Date. The Shares shall also be subject to accelerated vesting, in whole or in part, in accordance with the provisions of Paragraph 5 of this Agreement.
|
Issuance Schedule
|
Each Share in which the Participant vests in accordance with the terms of this Agreement shall be issued, subject to the Company’s collection of all applicable Withholding Taxes, on the last day of the calendar quarter in which the vesting date for such Share occurs or as soon thereafter as administratively practicable, but in no event later than the close of the calendar year in which such vesting date occurs or (if later) the fifteenth day of the third calendar month following such vesting date (the “Issuance Date”). The Shares which vest pursuant to Paragraph 5 of this Agreement shall be issued in accordance with the provisions of such Paragraph. The applicable Withholding Taxes are to be collected pursuant to the procedures set forth in Paragraph 7 of this Agreement.
|
SUBSIDIARIES OF THE REGISTRANT
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Subsidiary Name
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Incorporated Location
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Percentage Owned
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Alpha and Omega Semiconductor Incorporated
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California, United States
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100% owned by AOS
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Alpha and Omega Semiconductor (Cayman) Ltd.
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Cayman
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100% owned by AOS
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Alpha and Omega Semiconductor (Shanghai) Co., Ltd.
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China
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100% owned by AOS
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Alpha & Omega Semiconductor (Shenzhen) Limited
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China
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100% owned by AOS
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Alpha & Omega Semiconductor (Hong Kong) Limited
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Hong Kong
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100% owned by AOS
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Alpha & Omega Semiconductor (Macau), Ltd.
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Macau
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100% owned by AOS
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Alpha & Omega Semiconductor (Singapore) PTE. Ltd.
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Singapore
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100% owned by AOS
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Alpha & Omega Semiconductor (Taiwan) Limited
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Taiwan
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100% owned by AOS
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Agape Package Manufacturing Ltd.
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Cayman
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100% owned by AOS
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Agape Package Manufacturing (Shanghai) Ltd.
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China
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100% owned by AOS
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Agape Limited
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Hong Kong
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100% owned by AOS
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Jireh Semiconductor Incorporated
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Oregon, United States
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100% owned by AOS
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1.
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I have reviewed this report on Form 10-K of Alpha and Omega Semiconductor Limited;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ MIKE F. CHANG
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Mike F. Chang
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Chief Executive Officer
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1.
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I have reviewed this report on Form 10-K of Alpha and Omega Semiconductor Limited;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ MARY L. DOTZ
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Mary L. Dotz
Chief Financial Officer and Corporate Secretary
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a.
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the Annual Report of the Company on Form 10-K for the fiscal year ended June 30, 2012 (the “Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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b.
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ MIKE F. CHANG
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Mike F. Chang
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Chief Executive Officer
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a.
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the Annual Report of the Company on Form 10-K for the fiscal year ended June 30, 2012 (the “Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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b.
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ MARY L. DOTZ
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Mary L. Dotz
Chief Financial Officer and Corporate Secretary
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