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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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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|
|
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Page
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Part I.
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FINANCIAL INFORMATION
|
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Item 1.
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||
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 3.
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Item 4.
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Part II.
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OTHER INFORMATION
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Item 1.
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Item 1A.
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Risk Factors
|
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
|
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Item 3.
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Defaults Upon Senior Securities
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Other Information
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Item 6.
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Exhibits
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ALPHA AND OMEGA SEMICONDUCTOR LIMITED
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|||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|||||||
(Unaudited, in thousands except par value per share)
|
|||||||
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March 31,
2014 |
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June 30,
2013 |
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ASSETS
|
|
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|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
110,634
|
|
|
$
|
92,406
|
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Restricted cash
|
203
|
|
|
204
|
|
||
Accounts receivable, net
|
37,151
|
|
|
38,298
|
|
||
Inventories
|
59,802
|
|
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68,339
|
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||
Deferred income tax assets
|
1,701
|
|
|
3,030
|
|
||
Other current assets
|
3,736
|
|
|
3,578
|
|
||
Total current assets
|
213,227
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|
205,855
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||
Property, plant and equipment, net
|
123,686
|
|
|
138,111
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||
Intangible assets, net
|
213
|
|
|
496
|
|
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Goodwill
|
269
|
|
|
269
|
|
||
Deferred income tax assets - long term
|
10,751
|
|
|
10,823
|
|
||
Other long-term assets
|
1,618
|
|
|
767
|
|
||
Total assets
|
$
|
349,764
|
|
|
$
|
356,321
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short term debt
|
$
|
3,107
|
|
|
$
|
3,821
|
|
Accounts payable
|
27,949
|
|
|
31,738
|
|
||
Accrued liabilities
|
16,910
|
|
|
14,571
|
|
||
Income taxes payable
|
1,656
|
|
|
1,472
|
|
||
Deferred margin
|
629
|
|
|
622
|
|
||
Capital leases
|
453
|
|
|
1,267
|
|
||
Total current liabilities
|
50,704
|
|
|
53,491
|
|
||
Long-term debt
|
11,429
|
|
|
13,571
|
|
||
Income taxes payable - long term
|
2,383
|
|
|
3,692
|
|
||
Deferred income tax liabilities
|
2,164
|
|
|
2,613
|
|
||
Capital leases - long term
|
83
|
|
|
195
|
|
||
Deferred rent
|
1,187
|
|
|
1,308
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||
Total liabilities
|
67,950
|
|
|
74,870
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
||||
Shareholders' equity:
|
|
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|
||||
Preferred shares, par value $0.002 per share:
|
|
|
|
||||
Authorized: 10,000 shares, issued and outstanding: none at March 31, 2014 and June 30, 2013
|
—
|
|
|
—
|
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||
Common shares, par value $0.002 per share:
|
|
|
|
||||
Authorized: 50,000 shares, issued and outstanding: 26,345 shares and 26,125 shares at March 31, 2014 and 25,882 shares and 25,656 shares at June 30, 2013
|
53
|
|
|
51
|
|
||
Treasury shares at cost, 220 shares at March 31, 2014 and 226 shares at June 30, 2013
|
(1,973
|
)
|
|
(2,054
|
)
|
||
Additional paid-in capital
|
171,524
|
|
|
168,352
|
|
||
Accumulated other comprehensive income
|
975
|
|
|
957
|
|
||
Retained earnings
|
111,235
|
|
|
114,145
|
|
||
Total shareholders’ equity
|
281,814
|
|
|
281,451
|
|
||
Total liabilities and shareholders’ equity
|
$
|
349,764
|
|
|
$
|
356,321
|
|
|
|||||||||||||||
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
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2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenue
|
$
|
75,405
|
|
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$
|
75,015
|
|
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$
|
235,791
|
|
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$
|
260,224
|
|
Cost of goods sold
|
63,095
|
|
|
69,770
|
|
|
192,711
|
|
|
208,852
|
|
||||
Gross profit
|
12,310
|
|
|
5,245
|
|
|
43,080
|
|
|
51,372
|
|
||||
Operating expenses
|
|
|
|
|
|
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||||||||
Research and development
|
5,977
|
|
|
6,876
|
|
|
17,796
|
|
|
20,675
|
|
||||
Selling, general and administrative
|
9,256
|
|
|
8,917
|
|
|
25,505
|
|
|
26,536
|
|
||||
Impairment of long-lived assets
|
—
|
|
|
2,557
|
|
|
—
|
|
|
2,557
|
|
||||
Total operating expenses
|
15,233
|
|
|
18,350
|
|
|
43,301
|
|
|
49,768
|
|
||||
Operating income (loss)
|
(2,923
|
)
|
|
(13,105
|
)
|
|
(221
|
)
|
|
1,604
|
|
||||
Interest income
|
52
|
|
|
22
|
|
|
90
|
|
|
59
|
|
||||
Interest expense
|
(62
|
)
|
|
(93
|
)
|
|
(210
|
)
|
|
(282
|
)
|
||||
Income (loss) before income taxes
|
(2,933
|
)
|
|
(13,176
|
)
|
|
(341
|
)
|
|
1,381
|
|
||||
Income tax expense (benefit)
|
361
|
|
|
(3
|
)
|
|
2,486
|
|
|
2,894
|
|
||||
Net loss
|
$
|
(3,294
|
)
|
|
$
|
(13,173
|
)
|
|
$
|
(2,827
|
)
|
|
$
|
(1,513
|
)
|
Net loss per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.13
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.06
|
)
|
Diluted
|
$
|
(0.13
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.06
|
)
|
Weighted average number of common shares used to compute net loss per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
26,067
|
|
|
25,467
|
|
|
25,865
|
|
|
25,266
|
|
||||
Diluted
|
26,067
|
|
|
25,467
|
|
|
25,865
|
|
|
25,266
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net loss
|
$
|
(3,294
|
)
|
|
$
|
(13,173
|
)
|
|
$
|
(2,827
|
)
|
|
$
|
(1,513
|
)
|
Foreign currency translation adjustment
|
(31
|
)
|
|
(48
|
)
|
|
18
|
|
|
7
|
|
||||
Total comprehensive loss
|
$
|
(3,325
|
)
|
|
$
|
(13,221
|
)
|
|
$
|
(2,809
|
)
|
|
$
|
(1,506
|
)
|
|
Nine Months Ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(2,827
|
)
|
|
$
|
(1,513
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
20,577
|
|
|
21,872
|
|
||
Amortization
|
283
|
|
|
429
|
|
||
Allowance for doubtful accounts
|
(363
|
)
|
|
—
|
|
||
Share-based compensation expense
|
2,175
|
|
|
3,576
|
|
||
Deferred income taxes, net
|
952
|
|
|
510
|
|
||
(Gain) loss on disposal of property and equipment
|
(120
|
)
|
|
138
|
|
||
Impairment of long-lived assets
|
—
|
|
|
2,557
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
1,509
|
|
|
9,038
|
|
||
Inventories
|
8,538
|
|
|
(1,315
|
)
|
||
Other current and long-term assets
|
(1,008
|
)
|
|
602
|
|
||
Accounts payable
|
(3,683
|
)
|
|
5,442
|
|
||
Income taxes payable
|
(1,125
|
)
|
|
633
|
|
||
Accrued and other liabilities
|
2,053
|
|
|
(5,716
|
)
|
||
Net cash provided by operating activities
|
26,961
|
|
|
36,253
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchases of property and equipment
|
(6,462
|
)
|
|
(14,046
|
)
|
||
Proceeds from sale of property and equipment
|
244
|
|
|
—
|
|
||
Restricted cash released
|
1
|
|
|
35
|
|
||
Net cash used in investing activities
|
(6,217
|
)
|
|
(14,011
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from exercise of stock options and ESPP
|
1,279
|
|
|
2,255
|
|
||
Payment for repurchase of common shares
|
—
|
|
|
(5
|
)
|
||
Proceeds from borrowings
|
—
|
|
|
250
|
|
||
Repayments of borrowings
|
(2,857
|
)
|
|
(2,143
|
)
|
||
Principal payments on capital leases
|
(927
|
)
|
|
(726
|
)
|
||
Net cash used in financing activities
|
(2,505
|
)
|
|
(369
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(11
|
)
|
|
1
|
|
||
Net increase in cash and cash equivalents
|
18,228
|
|
|
21,874
|
|
||
Cash and cash equivalents at beginning of period
|
92,406
|
|
|
82,166
|
|
||
Cash and cash equivalents at end of period
|
$
|
110,634
|
|
|
$
|
104,040
|
|
|
|
|
|
||||
Supplemental disclosures of non-cash investing and financing information:
|
|
|
|
||||
Property and equipment purchased but not yet paid
|
$
|
1,635
|
|
|
$
|
3,430
|
|
Re-issuance of treasury stock
|
$
|
83
|
|
|
$
|
153
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(3,294
|
)
|
|
$
|
(13,173
|
)
|
|
$
|
(2,827
|
)
|
|
$
|
(1,513
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares used to compute basic net loss per share
|
26,067
|
|
|
25,467
|
|
|
25,865
|
|
|
25,266
|
|
||||
Diluted:
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares used to compute basic net loss per share
|
26,067
|
|
|
25,467
|
|
|
25,865
|
|
|
25,266
|
|
||||
Effect of potentially dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock options, RSUs and ESPP shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average number of common shares used to compute diluted net loss per share
|
26,067
|
|
|
25,467
|
|
|
25,865
|
|
|
25,266
|
|
||||
Net loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.13
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.06
|
)
|
Diluted
|
$
|
(0.13
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.06
|
)
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||||||
Employee stock options and RSUs
|
3,660
|
|
|
4,119
|
|
|
3,907
|
|
|
3,218
|
|
ESPP to purchase common shares
|
539
|
|
|
858
|
|
|
609
|
|
|
453
|
|
Total potential dilutive securities
|
4,199
|
|
|
4,977
|
|
|
4,516
|
|
|
3,671
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||
Percentage of revenue
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Customer A
|
20.1
|
%
|
|
21.4
|
%
|
|
21.1
|
%
|
|
23.2
|
%
|
Customer B
|
44.9
|
%
|
|
45.5
|
%
|
|
43.8
|
%
|
|
43.5
|
%
|
Customer C
|
11.2
|
%
|
|
10.8
|
%
|
|
12.0
|
%
|
|
12.0
|
%
|
|
March 31,
2014 |
|
June 30,
2013 |
||
Percentage of accounts receivable
|
|
||||
Customer A
|
21.6
|
%
|
|
33.8
|
%
|
Customer B
|
34.6
|
%
|
|
22.6
|
%
|
Customer C
|
15.9
|
%
|
|
19.9
|
%
|
|
March 31,
2014 |
|
June 30,
2013 |
||||
|
(in thousands)
|
||||||
Accounts receivable
|
$
|
50,733
|
|
|
$
|
52,202
|
|
Less: Allowance for price adjustments
|
(13,552
|
)
|
|
(13,152
|
)
|
||
Less: Allowance for doubtful accounts
|
(30
|
)
|
|
(752
|
)
|
||
Accounts receivable, net
|
$
|
37,151
|
|
|
$
|
38,298
|
|
|
March 31,
2014 |
|
June 30,
2013 |
||||
|
(in thousands)
|
||||||
Raw materials
|
$
|
17,034
|
|
|
$
|
17,248
|
|
Work in-process
|
35,929
|
|
|
38,618
|
|
||
Finished goods
|
6,839
|
|
|
12,473
|
|
||
|
$
|
59,802
|
|
|
$
|
68,339
|
|
|
March 31,
2014 |
|
June 30,
2013 |
||||
|
(in thousands)
|
||||||
Land
|
$
|
4,950
|
|
|
$
|
4,950
|
|
Building
|
4,106
|
|
|
4,106
|
|
||
Manufacturing machinery and equipment
|
159,963
|
|
|
156,958
|
|
||
Equipment and tooling
|
10,453
|
|
|
10,356
|
|
||
Computer equipment and software
|
17,152
|
|
|
16,140
|
|
||
Office furniture and equipment
|
1,618
|
|
|
1,559
|
|
||
Leasehold improvements
|
24,674
|
|
|
24,068
|
|
||
|
222,916
|
|
|
218,137
|
|
||
Less: Accumulated depreciation
|
(107,737
|
)
|
|
(87,180
|
)
|
||
|
115,179
|
|
|
130,957
|
|
||
Equipment and construction in progress
|
8,507
|
|
|
7,154
|
|
||
Property, plant and equipment, net
|
$
|
123,686
|
|
|
$
|
138,111
|
|
|
March 31,
2014 |
|
June 30,
2013 |
||||
|
(in thousands)
|
||||||
Prepayments for property and equipment
|
$
|
1,089
|
|
|
$
|
77
|
|
Investment in a privately held company
|
100
|
|
|
100
|
|
||
Deferred debt issuance cost
|
21
|
|
|
91
|
|
||
Office leases deposits
|
408
|
|
|
499
|
|
||
|
$
|
1,618
|
|
|
$
|
767
|
|
|
March 31,
2014 |
|
June 30,
2013 |
||||
|
(in thousands)
|
||||||
Accrued salaries and wages
|
$
|
4,102
|
|
|
$
|
3,079
|
|
Accrued vacation
|
1,398
|
|
|
2,078
|
|
||
Accrued bonuses
|
946
|
|
|
880
|
|
||
Warranty accrual
|
1,181
|
|
|
1,428
|
|
||
Stock rotation accrual
|
2,794
|
|
|
1,572
|
|
||
Accrued professional fees
|
731
|
|
|
918
|
|
||
ESPP payable
|
767
|
|
|
353
|
|
||
Customer deposits
|
107
|
|
|
123
|
|
||
Other accrued expenses
|
4,884
|
|
|
4,140
|
|
||
|
$
|
16,910
|
|
|
$
|
14,571
|
|
|
Nine Months Ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Beginning balance
|
$
|
1,428
|
|
|
$
|
1,556
|
|
Additions
|
939
|
|
|
117
|
|
||
Utilization
|
(1,186
|
)
|
|
(699
|
)
|
||
Ending balance
|
$
|
1,181
|
|
|
$
|
974
|
|
|
Options Outstanding
|
|
Options Vested and Exercisable
|
||||||||||||
|
Number Outstanding
|
|
Weighted-Average
Remaining Contractual Life (years) |
|
Weighted-Average
Exercise Price |
|
Number Exercisable
|
|
Weighted-Average
Exercise Price |
||||||
Total options outstanding
|
3,439,337
|
|
|
5.88
|
|
$
|
9.96
|
|
|
2,335,327
|
|
|
$
|
10.43
|
|
Options vested and expected to vest
|
3,333,914
|
|
|
5.77
|
|
$
|
10.02
|
|
|
|
|
|
|
Number of Restricted Stock
Units
|
|
Weighted Average
Grant Date Fair
Value Per Share
|
|
Weighted Average
Remaining
Recognition
Period (Years)
|
|
Aggregate Intrinsic Value
|
|||||
Nonvested at June 30, 2013
|
549,553
|
|
|
$
|
9.50
|
|
|
1.87
|
|
$
|
4,198,585
|
|
Granted
|
338,554
|
|
|
$
|
7.48
|
|
|
|
|
|
||
Vested
|
(122,963
|
)
|
|
$
|
9.50
|
|
|
|
|
|
||
Forfeited
|
(98,102
|
)
|
|
$
|
9.71
|
|
|
|
|
|
||
Nonvested at March 31, 2014
|
667,042
|
|
|
$
|
8.44
|
|
|
1.95
|
|
$
|
4,909,429
|
|
RSUs vested and expected to vest
|
593,184
|
|
|
|
|
1.88
|
|
$
|
4,365,832
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Cost of goods sold
|
$
|
119
|
|
|
$
|
191
|
|
|
$
|
457
|
|
|
$
|
530
|
|
Research and development
|
221
|
|
|
353
|
|
|
484
|
|
|
1,024
|
|
||||
Selling, general and administrative
|
521
|
|
|
678
|
|
|
1,234
|
|
|
2,022
|
|
||||
|
$
|
861
|
|
|
$
|
1,222
|
|
|
$
|
2,175
|
|
|
$
|
3,576
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Hong Kong
|
$
|
65,026
|
|
|
$
|
62,927
|
|
|
$
|
200,511
|
|
|
$
|
208,805
|
|
China
|
8,497
|
|
|
9,765
|
|
|
29,545
|
|
|
42,730
|
|
||||
South Korea
|
775
|
|
|
1,162
|
|
|
2,317
|
|
|
4,822
|
|
||||
United States
|
513
|
|
|
399
|
|
|
1,411
|
|
|
1,055
|
|
||||
Other countries
|
594
|
|
|
762
|
|
|
2,007
|
|
|
2,812
|
|
||||
|
$
|
75,405
|
|
|
$
|
75,015
|
|
|
$
|
235,791
|
|
|
$
|
260,224
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Power discrete
|
$
|
58,563
|
|
|
$
|
58,374
|
|
|
$
|
182,654
|
|
|
$
|
204,679
|
|
Power IC
|
12,844
|
|
|
12,252
|
|
|
39,682
|
|
|
39,719
|
|
||||
Packaging and testing services
|
3,998
|
|
|
4,389
|
|
|
13,455
|
|
|
15,826
|
|
||||
|
$
|
75,405
|
|
|
$
|
75,015
|
|
|
$
|
235,791
|
|
|
$
|
260,224
|
|
|
March 31,
2014 |
|
June 30,
2013 |
||||
|
(in thousands)
|
||||||
China
|
$
|
82,955
|
|
|
$
|
93,663
|
|
United States
|
40,326
|
|
|
43,946
|
|
||
Other Countries
|
405
|
|
|
502
|
|
||
|
$
|
123,686
|
|
|
$
|
138,111
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
|
(in thousands)
|
|
(% of revenue)
|
|
(in thousands)
|
|
(% of revenue)
|
||||||||||||||||||||
Revenue
|
$
|
75,405
|
|
|
$
|
75,015
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
$
|
235,791
|
|
|
$
|
260,224
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold
|
63,095
|
|
|
69,770
|
|
|
83.7
|
%
|
|
93.0
|
%
|
|
192,711
|
|
|
208,852
|
|
|
81.7
|
%
|
|
80.3
|
%
|
||||
Gross profit
|
12,310
|
|
|
5,245
|
|
|
16.3
|
%
|
|
7.0
|
%
|
|
43,080
|
|
|
51,372
|
|
|
18.3
|
%
|
|
19.7
|
%
|
||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
5,977
|
|
|
6,876
|
|
|
7.9
|
%
|
|
9.2
|
%
|
|
17,796
|
|
|
20,675
|
|
|
7.5
|
%
|
|
7.9
|
%
|
||||
Selling, general and administrative
|
9,256
|
|
|
8,917
|
|
|
12.3
|
%
|
|
11.9
|
%
|
|
25,505
|
|
|
26,536
|
|
|
10.8
|
%
|
|
10.2
|
%
|
||||
Impairment of long-lived assets
|
—
|
|
|
2,557
|
|
|
—
|
%
|
|
3.4
|
%
|
|
—
|
|
|
2,557
|
|
|
—
|
%
|
|
1.0
|
%
|
||||
Total operating expenses
|
15,233
|
|
|
18,350
|
|
|
20.2
|
%
|
|
24.5
|
%
|
|
43,301
|
|
|
49,768
|
|
|
18.3
|
%
|
|
19.1
|
%
|
||||
Operating income (loss)
|
(2,923
|
)
|
|
(13,105
|
)
|
|
(3.9
|
)%
|
|
(17.5
|
)%
|
|
(221
|
)
|
|
1,604
|
|
|
(0.1
|
)%
|
|
0.6
|
%
|
||||
Interest income
|
52
|
|
|
22
|
|
|
0.1
|
%
|
|
—
|
%
|
|
90
|
|
|
59
|
|
|
—
|
%
|
|
—
|
%
|
||||
Interest expense
|
(62
|
)
|
|
(93
|
)
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
|
(210
|
)
|
|
(282
|
)
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
||||
Income (loss) before income taxes
|
(2,933
|
)
|
|
(13,176
|
)
|
|
(3.9
|
)%
|
|
(17.6
|
)%
|
|
(341
|
)
|
|
1,381
|
|
|
(0.1
|
)%
|
|
0.5
|
%
|
||||
Income tax expense (benefit)
|
361
|
|
|
(3
|
)
|
|
0.5
|
%
|
|
—
|
%
|
|
2,486
|
|
|
2,894
|
|
|
1.1
|
%
|
|
1.1
|
%
|
||||
Net loss
|
$
|
(3,294
|
)
|
|
$
|
(13,173
|
)
|
|
(4.4
|
)%
|
|
(17.6
|
)%
|
|
$
|
(2,827
|
)
|
|
$
|
(1,513
|
)
|
|
(1.2
|
)%
|
|
(0.6
|
)%
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
|
(in thousands)
|
|
(% of revenue)
|
|
(in thousands)
|
|
(% of revenue)
|
||||||||||||||||||||
Cost of goods sold
|
$
|
119
|
|
|
$
|
191
|
|
|
0.2
|
%
|
|
0.3
|
%
|
|
$
|
457
|
|
|
$
|
530
|
|
|
0.2
|
%
|
|
0.2
|
%
|
Research and development
|
221
|
|
|
353
|
|
|
0.3
|
%
|
|
0.5
|
%
|
|
484
|
|
|
1,024
|
|
|
0.2
|
%
|
|
0.4
|
%
|
||||
Selling, general and administrative
|
521
|
|
|
678
|
|
|
0.7
|
%
|
|
0.9
|
%
|
|
1,234
|
|
|
2,022
|
|
|
0.5
|
%
|
|
0.8
|
%
|
||||
Total
|
$
|
861
|
|
|
$
|
1,222
|
|
|
1.2
|
%
|
|
1.7
|
%
|
|
$
|
2,175
|
|
|
$
|
3,576
|
|
|
0.9
|
%
|
|
1.4
|
%
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
||||||||||||||||||
Power discrete
|
$
|
58,563
|
|
|
$
|
58,374
|
|
|
$
|
189
|
|
|
0.3
|
%
|
|
$
|
182,654
|
|
|
$
|
204,679
|
|
|
$
|
(22,025
|
)
|
|
(10.8
|
)%
|
Power IC
|
12,844
|
|
|
12,252
|
|
|
592
|
|
|
4.8
|
%
|
|
39,682
|
|
|
39,719
|
|
|
(37
|
)
|
|
(0.1
|
)%
|
||||||
Packaging and testing services
|
3,998
|
|
|
4,389
|
|
|
(391
|
)
|
|
(8.9
|
)%
|
|
13,455
|
|
|
15,826
|
|
|
(2,371
|
)
|
|
(15.0
|
)%
|
||||||
|
$
|
75,405
|
|
|
$
|
75,015
|
|
|
$
|
390
|
|
|
0.5
|
%
|
|
$
|
235,791
|
|
|
$
|
260,224
|
|
|
$
|
(24,433
|
)
|
|
(9.4
|
)%
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
||||||||||||||||||
Cost of goods sold
|
$
|
63,095
|
|
|
$
|
69,770
|
|
|
$
|
(6,675
|
)
|
|
(9.6
|
)%
|
|
$
|
192,711
|
|
|
$
|
208,852
|
|
|
$
|
(16,141
|
)
|
|
(7.7
|
)%
|
Percentage of revenue
|
83.7
|
%
|
|
93.0
|
%
|
|
|
|
|
|
|
81.7
|
%
|
|
80.3
|
%
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gross profit
|
$
|
12,310
|
|
|
$
|
5,245
|
|
|
$
|
7,065
|
|
|
134.7
|
%
|
|
$
|
43,080
|
|
|
$
|
51,372
|
|
|
$
|
(8,292
|
)
|
|
(16.1
|
)%
|
Percentage of revenue
|
16.3
|
%
|
|
7.0
|
%
|
|
|
|
|
|
|
18.3
|
%
|
|
19.7
|
%
|
|
|
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
||||||||||||||||||
Research and development
|
$
|
5,977
|
|
|
$
|
6,876
|
|
|
$
|
(899
|
)
|
|
(13.1
|
)%
|
|
$
|
17,796
|
|
|
$
|
20,675
|
|
|
$
|
(2,879
|
)
|
|
(13.9
|
)%
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
||||||||||||||||||
Selling, general and administrative
|
$
|
9,256
|
|
|
$
|
8,917
|
|
|
$
|
339
|
|
|
3.8
|
%
|
|
$
|
25,505
|
|
|
$
|
26,536
|
|
|
$
|
(1,031
|
)
|
|
(3.9
|
)%
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
||||||||||||||||||
Impairment of long-lived assets
|
$
|
—
|
|
|
$
|
2,557
|
|
|
$
|
(2,557
|
)
|
|
(100
|
)%
|
|
$
|
—
|
|
|
$
|
2,557
|
|
|
$
|
(2,557
|
)
|
|
(100
|
)%
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
|||||||||||||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
|||||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
|||||||||||||||||
Income tax expense (benefit)
|
$
|
361
|
|
|
$
|
(3
|
)
|
|
$
|
364
|
|
|
12,133.3%
|
|
$
|
2,486
|
|
|
$
|
2,894
|
|
|
$
|
(408
|
)
|
|
(14.1
|
)%
|
|
Nine Months Ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
26,961
|
|
|
$
|
36,253
|
|
Net cash used in investing activities
|
(6,217
|
)
|
|
(14,011
|
)
|
||
Net cash used in financing activities
|
(2,505
|
)
|
|
(369
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(11
|
)
|
|
1
|
|
||
|
|
|
|
||||
Net increase in cash and cash equivalents
|
$
|
18,228
|
|
|
$
|
21,874
|
|
|
|
|
|
10.1
|
Consulting Agreement with Mary L. Dotz dated as of February 3, 2014.
|
10.2
|
Amendment to Automatic Grant Program for Non-Employee Directors under the 2009 Share Option/Share Issuance Plan.
|
10.3
|
Form of Restricted Share Unit Agreement.
|
31.1
|
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
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
|
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
|
|
|
|
By:
|
/s/ YIFAN LIANG
|
|
Yifan Liang
|
|
Interim Chief Financial Officer and Corporate Secretary
|
|
(Principal Financial Officer)
|
Title
|
Date
|
Identifying Number
or Brief Description |
|
|
|
(1)
|
Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer.
|
I.
|
PURPOSE OF THE PLAN
|
II.
|
STRUCTURE OF THE PLAN
|
III.
|
ADMINISTRATION OF THE PLAN
|
IV.
|
ELIGIBILITY
|
V.
|
SHARES SUBJECT TO THE PLAN
|
I.
|
OPTION TERMS
|
II.
|
INCENTIVE OPTIONS
|
III.
|
SHARE APPRECIATION RIGHTS
|
IV.
|
CHANGE IN CONTROL
|
V.
|
CANCELLATION AND REGRANT OF OPTIONS AND SHARE APPRECIATION RIGHTS
|
I.
|
SHARE ISSUANCE TERMS
|
II.
|
CHANGE IN CONTROL
|
III.
|
SHARE ESCROW/LEGENDS
|
I.
|
AWARD TERMS
|
II.
|
CHANGE IN CONTROL
|
III.
|
REMAINING TERMS
|
I.
|
FINANCING
|
II.
|
EFFECTIVE DATE AND TERM OF PLAN
|
III.
|
AMENDMENT OF THE PLAN
|
IV.
|
USE OF PROCEEDS
|
V.
|
WITHHOLDING
|
VI.
|
REGULATORY APPROVALS
|
VII.
|
NO EMPLOYMENT OR SERVICE RIGHTS
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Alpha and Omega Semiconductor Limited (the "registrant");
|
2.
|
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;
|
3.
|
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;
|
4.
|
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.
|
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;
|
c.
|
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
|
d.
|
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
|
5.
|
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
|
b.
|
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.
|
/s/ Mike F. Chang
|
Mike F. Chang
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Alpha and Omega Semiconductor Limited (the "registrant");
|
2.
|
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;
|
3.
|
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;
|
4.
|
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.
|
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;
|
c.
|
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
|
d.
|
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
|
5.
|
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
|
b.
|
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.
|
/s/ Yifan Liang
|
Yifan Liang
Interim Chief Financial Officer and Corporate Secretary
|
a.
|
the Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended
March 31, 2014
(the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
b.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Mike F. Chang
|
Mike F. Chang
Chief Executive Officer
|
a.
|
the Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended
March 31, 2014
(the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
b.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Yifan Liang
|
Yifan Liang
Interim Chief Financial Officer and Corporate Secretary
|