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, Ultrabooks, 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, Notebooks, Ultrabooks, 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, Ultrabooks, desktop PCs, tablets, flat panel displays, TVs, smartphones, 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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Name
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Age
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Position
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Mike F. Chang, Ph.D.
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69
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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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62
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Director and Chief Operating Officer
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Yifan Liang
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50
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Chief Financial Officer and Corporate Secretary
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Hamza Yilmaz, Ph.D.
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59
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Chief Technology Officer
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Tony Grizelj
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43
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Vice President of Power Discrete Product
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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, particularly the Personal Computing (PC) market, 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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enhancing management information systems, including forecasting procedures;
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•
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further developing our operating, administrative, financial and accounting systems and controls;
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•
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managing our working capital and sources of financing;
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•
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maintaining close coordination among our engineering, accounting, finance, marketing, sales and operations organizations;
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•
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retaining, training and managing our employee base;
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•
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enhancing human resource operations and improving employee hiring and training programs;
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•
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realigning our business structure to more effectively allocate and utilize our internal resources;
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•
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improving and sustaining our supply chain capability; and
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•
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managing both our direct and distribution sales channels in a cost-efficient and competitive manner.
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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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•
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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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Incur substantial legal and personnel expenses to defend the claims or to negotiate for a settlement of claims;
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•
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pay substantial damages or settlement 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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enter into costly royalty or license agreements that might not be available on commercially reasonable terms or at all;
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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
|
•
|
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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economic and political instability;
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•
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costs and delays associated with transportations and communications;
|
•
|
coordination of operations through multiple jurisdictions and time zones;
|
•
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fluctuations in foreign currency exchange rates;
|
•
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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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the laws of, including tax laws, and the policies of the U.S. toward, countries in which we operate.
|
•
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higher level of government involvement;
|
•
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early stage of development of a market-oriented economy;
|
•
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rapid growth rate;
|
•
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higher level of control over foreign currency exchange; and
|
•
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less efficient allocation of resources.
|
•
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actual or anticipated fluctuations in our operating results;
|
•
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general economic, industry, regional and global market conditions, including the economic conditions of specific market segments for our products, including the PC markets;
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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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our ability to increase our gross margin;
|
•
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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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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 manufacturing capacity;
|
•
|
announcements regarding intellectual property disputes or litigation involving us or our competitors;
|
•
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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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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
|
•
|
other factors.
|
•
|
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.
|
Location
|
|
Square Footage
|
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Primary Use
|
|
|
|
|
|
|
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475 Oakmead Parkway
Sunnyvale, California, USA 94085
|
|
57,000
|
|
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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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Unit 701 Tesbury Centre, 28 Queen's
Road East, Wanchai, Hong Kong
|
|
1,188
|
|
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Sales and distribution
|
|
|
|
|||
Room 68, 27 Andar Centro
Comercial Praia Grande no.
429 Avenida da Praia Grande, Macau
|
|
81
|
|
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Manufacturing support
|
|
|
|
|||
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
|
|
|
Packaging and testing, manufacturing support
|
|
|
|
|
|
|
Room 1002-1005, Building 1
Jiali BuYeCheng
No. 218 Tianmu W. Road
Zhabei District, Shanghai, China 200070
|
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6,000
|
|
|
Marketing and field application engineering support
|
|
|
|
|||
East 10F., Matshunichi Building,
No.9996 Shennan Blvd,
Shenzhen High-tech Park,
Nanshan District, Shenzhen, China 518057
|
|
7,097
|
|
|
Marketing and field application engineering support
|
|
|
|
|
|
|
9F, No.292, Yangguang St., Neihu
Dist., Taipei City 11491, Taiwan
R.O.C.
|
|
17,642
|
|
|
Marketing and field application engineering support, research and development
|
|
|
|
|||
7F, Unit 3 & 5, No.32, Gaotie 2nd Rd.,
Zhubei City, Hsinchu County 30274, Taiwan
R.O.C.
|
|
6,834
|
|
|
Research and development
|
|
|
|
|
|
|
10th Floor, Bandi Building, Bongeunsa-ro 114,
Gangnam-gu, Seoul,
Korea, 135-907
|
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2,500
|
|
|
Marketing and field application engineering support
|
|
|
|
|||
10F, Koujimachi Sunrise Building,
Koujimachi 2-2-31, Chiyoda-ku,
Tokyo, Japan 102-0083
|
|
884
|
|
|
Marketing and field application engineering support
|
Item 3.
|
Legal Proceedings
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
2013
|
|
High
|
|
Low
|
||||
First Fiscal Quarter :
|
July 1, 2012 - September 30, 2012
|
$
|
10.34
|
|
|
$
|
7.02
|
|
Second Fiscal Quarter:
|
October 1, 2012 - December 31, 2012
|
$
|
8.96
|
|
|
$
|
7.50
|
|
Third Fiscal Quarter:
|
January 1, 2013 - March 31, 2013
|
$
|
9.30
|
|
|
$
|
8.06
|
|
Fourth Fiscal Quarter:
|
April 1, 2013 - June 30, 2013
|
$
|
9.19
|
|
|
$
|
7.10
|
|
|
|
|
|
|
||||
2014
|
|
|
|
|
||||
First Fiscal Quarter :
|
July 1, 2013 - September 30, 2013
|
$
|
8.74
|
|
|
$
|
7.08
|
|
Second Fiscal Quarter:
|
October 1, 2013 - December 31, 2013
|
$
|
8.39
|
|
|
$
|
7.14
|
|
Third Fiscal Quarter:
|
January 1, 2014 - March 31, 2014
|
$
|
7.94
|
|
|
$
|
6.83
|
|
Fourth Fiscal Quarter:
|
April 1, 2014 - June 30, 2014
|
$
|
9.30
|
|
|
$
|
7.06
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Dollar Value of Shares that May Be Purchased Under the Plans or Programs
|
||||||||||
May 14, 2014 to May 28, 2014
|
|
119,594
|
|
|
|
$
|
7.66
|
|
|
|
119,594
|
|
|
|
$
|
21,813,000
|
|
|
|
Year Ended June 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
(1)(2)
|
|
2010
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
318,121
|
|
|
$
|
337,436
|
|
|
$
|
342,291
|
|
|
$
|
361,308
|
|
|
$
|
301,840
|
|
Cost of goods sold
|
259,050
|
|
|
272,851
|
|
|
259,126
|
|
|
256,087
|
|
|
221,649
|
|
|||||
Gross profit
|
59,071
|
|
|
64,585
|
|
|
83,165
|
|
|
105,221
|
|
|
80,191
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
24,409
|
|
|
27,833
|
|
|
30,630
|
|
|
29,470
|
|
|
20,943
|
|
|||||
Selling, general and administrative
|
34,855
|
|
|
35,473
|
|
|
35,800
|
|
|
37,937
|
|
|
26,323
|
|
|||||
Impairment of long-lived assets
|
—
|
|
|
2,557
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
59,264
|
|
|
65,863
|
|
|
66,430
|
|
|
67,407
|
|
|
47,266
|
|
|||||
Operating income (loss)
|
(193
|
)
|
|
(1,278
|
)
|
|
16,735
|
|
|
37,814
|
|
|
32,925
|
|
|||||
Interest income
|
124
|
|
|
76
|
|
|
105
|
|
|
280
|
|
|
39
|
|
|||||
Interest expense
|
(266
|
)
|
|
(372
|
)
|
|
(342
|
)
|
|
(263
|
)
|
|
(189
|
)
|
|||||
Income on equity investment in APM
|
—
|
|
|
—
|
|
|
—
|
|
|
1,768
|
|
|
6,546
|
|
|||||
Gain on equity interest in APM
|
—
|
|
|
—
|
|
|
—
|
|
|
837
|
|
|
—
|
|
|||||
Income (loss) before income taxes
|
(335
|
)
|
|
(1,574
|
)
|
|
16,498
|
|
|
40,436
|
|
|
39,321
|
|
|||||
Income tax expense
|
2,973
|
|
|
4,001
|
|
|
3,581
|
|
|
2,609
|
|
|
1,497
|
|
|||||
Net income (loss)
|
$
|
(3,308
|
)
|
|
$
|
(5,575
|
)
|
|
$
|
12,917
|
|
|
$
|
37,827
|
|
|
$
|
37,824
|
|
Less 8% non-cumulative dividends on
|
|
|
|
|
|
|
|
|
|
||||||||||
convertible preferred shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,453
|
)
|
|||||
Net income (loss) attributable to common shareholders - Basic
|
$
|
(3,308
|
)
|
|
$
|
(5,575
|
)
|
|
$
|
12,917
|
|
|
$
|
37,827
|
|
|
$
|
34,371
|
|
Adjustment to net income (loss) for dilutive securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,453
|
|
|||||
Net income (loss) attributable to common shareholders - Diluted
|
$
|
(3,308
|
)
|
|
$
|
(5,575
|
)
|
|
$
|
12,917
|
|
|
$
|
37,827
|
|
|
$
|
37,824
|
|
Net income (loss) per share attributable to common shareholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.13
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
0.52
|
|
|
$
|
1.61
|
|
|
$
|
3.24
|
|
Diluted
|
$
|
(0.13
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
0.50
|
|
|
$
|
1.51
|
|
|
$
|
1.78
|
|
Weighted average number of shares used in computing net income (loss) per share attributable to common shareholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
25,952
|
|
|
25,348
|
|
|
24,656
|
|
|
23,495
|
|
|
10,594
|
|
|||||
Diluted
|
25,952
|
|
|
25,348
|
|
|
25,606
|
|
|
24,989
|
|
|
21,192
|
|
|
Year Ended June 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011 (1)(2)
|
|
2010
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
117,788
|
|
|
$
|
92,406
|
|
|
$
|
82,166
|
|
|
$
|
86,708
|
|
|
$
|
119,001
|
|
Working Capital
|
$
|
154,163
|
|
|
$
|
152,364
|
|
|
$
|
129,862
|
|
|
$
|
118,366
|
|
|
$
|
117,182
|
|
Total assets
|
$
|
364,348
|
|
|
$
|
356,321
|
|
|
$
|
366,157
|
|
|
$
|
347,438
|
|
|
$
|
258,656
|
|
Bank borrowings - long term
|
$
|
—
|
|
|
$
|
13,571
|
|
|
$
|
16,429
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital leases - long term
|
$
|
1,005
|
|
|
$
|
195
|
|
|
$
|
1,085
|
|
|
$
|
130
|
|
|
$
|
436
|
|
Total shareholders' equity
|
$
|
283,035
|
|
|
$
|
281,451
|
|
|
$
|
279,393
|
|
|
$
|
260,250
|
|
|
$
|
189,446
|
|
(1)
|
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.
|
(2)
|
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
|
|
Year Ended June 30,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|||||||||
|
(in thousands)
|
|
(% of revenue)
|
|||||||||||||||||
Revenue
|
$
|
318,121
|
|
|
$
|
337,436
|
|
|
$
|
342,291
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold (1)
|
259,050
|
|
|
272,851
|
|
|
259,126
|
|
|
81.4
|
%
|
|
80.9
|
%
|
|
75.7
|
%
|
|||
Gross profit
|
59,071
|
|
|
64,585
|
|
|
83,165
|
|
|
18.6
|
%
|
|
19.1
|
%
|
|
24.3
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Research and development (1)
|
24,409
|
|
|
27,833
|
|
|
30,630
|
|
|
7.7
|
%
|
|
8.2
|
%
|
|
8.9
|
%
|
|||
Selling, general and administrative (1)
|
34,855
|
|
|
35,473
|
|
|
35,800
|
|
|
11.0
|
%
|
|
10.5
|
%
|
|
10.5
|
%
|
|||
Impairment of long-lived assets
|
—
|
|
|
2,557
|
|
|
—
|
|
|
—
|
%
|
|
0.8
|
%
|
|
—
|
%
|
|||
Total operating expenses
|
59,264
|
|
|
65,863
|
|
|
66,430
|
|
|
18.7
|
%
|
|
19.5
|
%
|
|
19.4
|
%
|
|||
Operating income (loss)
|
(193
|
)
|
|
(1,278
|
)
|
|
16,735
|
|
|
(0.1
|
)%
|
|
(0.4
|
)%
|
|
4.9
|
%
|
|||
Interest income
|
124
|
|
|
76
|
|
|
105
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Interest expense
|
(266
|
)
|
|
(372
|
)
|
|
(342
|
)
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
|||
Income (loss) before income taxes
|
(335
|
)
|
|
(1,574
|
)
|
|
16,498
|
|
|
(0.2
|
)%
|
|
(0.5
|
)%
|
|
4.8
|
%
|
|||
Income tax expense
|
2,973
|
|
|
4,001
|
|
|
3,581
|
|
|
0.9
|
%
|
|
1.2
|
%
|
|
1.0
|
%
|
|||
Net income (loss)
|
$
|
(3,308
|
)
|
|
$
|
(5,575
|
)
|
|
$
|
12,917
|
|
|
(1.1
|
)%
|
|
(1.7
|
)%
|
|
3.8
|
%
|
|
Year Ended June 30,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|||||||||
|
(in thousands)
|
|
(% of revenue)
|
|||||||||||||||||
Cost of goods sold
|
$
|
614
|
|
|
$
|
700
|
|
|
$
|
532
|
|
|
0.2
|
%
|
|
0.2
|
%
|
|
0.2
|
%
|
Research and development
|
786
|
|
|
1,402
|
|
|
1,361
|
|
|
0.2
|
%
|
|
0.4
|
%
|
|
0.4
|
%
|
|||
Selling, general and administrative
|
1,975
|
|
|
2,717
|
|
|
3,529
|
|
|
0.6
|
%
|
|
0.8
|
%
|
|
1.0
|
%
|
|||
|
$
|
3,375
|
|
|
$
|
4,819
|
|
|
$
|
5,422
|
|
|
1.0
|
%
|
|
1.4
|
%
|
|
1.6
|
%
|
|
Year Ended June 30,
|
|
Change
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
(in percentage)
|
|
(in thousands)
|
(in percentage)
|
||||||||||||||||
Power discrete
|
$
|
246,033
|
|
|
$
|
265,150
|
|
|
$
|
267,059
|
|
|
$
|
(19,117
|
)
|
(7.2
|
)%
|
|
$
|
(1,909
|
)
|
(0.7
|
)%
|
Power IC
|
53,993
|
|
|
52,841
|
|
|
53,396
|
|
|
1,152
|
|
2.2
|
%
|
|
(555
|
)
|
(1.0
|
)%
|
|||||
Packaging and testing services
|
18,095
|
|
|
19,445
|
|
|
21,836
|
|
|
(1,350
|
)
|
(6.9
|
)%
|
|
(2,391
|
)
|
(10.9
|
)%
|
|||||
|
$
|
318,121
|
|
|
$
|
337,436
|
|
|
$
|
342,291
|
|
|
$
|
(19,315
|
)
|
(5.7
|
)%
|
|
$
|
(4,855
|
)
|
(1.4
|
)%
|
|
Year Ended June 30,
|
|
Change
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
(in percentage)
|
|
(in thousands)
|
(in percentage)
|
||||||||||||||||
Cost of goods sold
|
$
|
259,050
|
|
|
$
|
272,851
|
|
|
$
|
259,126
|
|
|
$
|
(13,801
|
)
|
(5.1
|
)%
|
|
$
|
13,725
|
|
5.3
|
%
|
Percentage of revenue
|
81.4
|
%
|
|
80.9
|
%
|
|
75.7
|
%
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross profit
|
$
|
59,071
|
|
|
$
|
64,585
|
|
|
$
|
83,165
|
|
|
$
|
(5,514
|
)
|
(8.5
|
)%
|
|
$
|
(18,580
|
)
|
(22.3
|
)%
|
Percentage of revenue
|
18.6
|
%
|
|
19.1
|
%
|
|
24.3
|
%
|
|
|
|
|
|
|
|
Year Ended June 30,
|
|
Change
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
(in percentage)
|
|
(in thousands)
|
(in percentage)
|
||||||||||||||||
Research and development
|
$
|
24,409
|
|
|
$
|
27,833
|
|
|
$
|
30,630
|
|
|
$
|
(3,424
|
)
|
(12.3
|
)%
|
|
$
|
(2,797
|
)
|
(9.1
|
)%
|
|
Year Ended June 30,
|
|
Change
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
(in percentage)
|
|
(in thousands)
|
(in percentage)
|
||||||||||||||||
Selling, general and administrative
|
$
|
34,855
|
|
|
$
|
35,473
|
|
|
$
|
35,800
|
|
|
$
|
(618
|
)
|
(1.7
|
)%
|
|
$
|
(327
|
)
|
(0.9
|
)%
|
|
|
Year Ended June 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(in thousands)
|
||||||||||
Net cash provided by operating activities
|
|
$
|
37,644
|
|
|
$
|
28,007
|
|
|
$
|
32,881
|
|
Net cash used in investing activities
|
|
(9,191
|
)
|
|
(17,278
|
)
|
|
(57,931
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(3,081
|
)
|
|
(485
|
)
|
|
20,462
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
10
|
|
|
(4
|
)
|
|
46
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
25,382
|
|
|
$
|
10,240
|
|
|
$
|
(4,542
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
Less than
|
|
|
|
More than
|
||||||||||||
|
Total
|
|
1 year
|
|
1-3 years
|
|
3-5years
|
|
5 years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Bank borrowings
|
$
|
13,571
|
|
|
$
|
13,571
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Oregon state loan
|
275
|
|
|
275
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital leases
|
2,173
|
|
|
1,123
|
|
|
1,000
|
|
|
50
|
|
|
—
|
|
|||||
Operating leases
|
15,009
|
|
|
3,164
|
|
|
4,414
|
|
|
3,861
|
|
|
3,570
|
|
|||||
Capital commitments with respect to property and equipment
|
4,644
|
|
|
4,644
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments with respect to inventories and research and development
|
34,510
|
|
|
34,510
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total contractual obligations
|
$
|
70,182
|
|
|
$
|
57,287
|
|
|
$
|
5,414
|
|
|
$
|
3,911
|
|
|
$
|
3,570
|
|
•
|
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.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Quarter Ended
|
||||||||||||||
|
June 30,
2014 |
|
March 31,
2014 |
|
December 31,
2013 |
|
September 30,
2013 |
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Revenue
|
$
|
82,330
|
|
|
$
|
75,405
|
|
|
$
|
76,265
|
|
|
$
|
84,121
|
|
Gross profit
|
$
|
15,991
|
|
|
$
|
12,310
|
|
|
$
|
13,619
|
|
|
$
|
17,151
|
|
Operating income (loss)
|
$
|
28
|
|
|
$
|
(2,923
|
)
|
|
$
|
1,338
|
|
|
$
|
1,364
|
|
Net income (loss)
|
$
|
(481
|
)
|
|
$
|
(3,294
|
)
|
|
$
|
160
|
|
|
$
|
307
|
|
Net income (loss) per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.02
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
Diluted
|
$
|
(0.02
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
Quarter Ended
|
||||||||||||||
|
June 30,
2013 |
|
March 31,
2013 |
|
December 31,
2012 |
|
September 30,
2012 |
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Revenue
|
$
|
77,212
|
|
|
$
|
75,015
|
|
|
$
|
89,448
|
|
|
$
|
95,761
|
|
Gross profit
|
$
|
13,213
|
|
|
$
|
5,245
|
|
|
$
|
20,594
|
|
|
$
|
25,533
|
|
Operating income (loss)
|
$
|
(2,882
|
)
|
|
$
|
(13,105
|
)
|
|
$
|
4,890
|
|
|
$
|
9,819
|
|
Net income (loss)
|
$
|
(4,062
|
)
|
|
$
|
(13,173
|
)
|
|
$
|
3,718
|
|
|
$
|
7,942
|
|
Net income (loss) per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.16
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
0.15
|
|
|
$
|
0.32
|
|
Diluted
|
$
|
(0.16
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
0.14
|
|
|
$
|
0.31
|
|
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 Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
Item
|
Page
|
|
June 30,
|
||||||
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
117,788
|
|
|
$
|
92,406
|
|
Restricted cash
|
244
|
|
|
204
|
|
||
Accounts receivable, net
|
36,535
|
|
|
38,298
|
|
||
Inventories
|
66,560
|
|
|
68,339
|
|
||
Deferred income tax assets
|
2,842
|
|
|
3,030
|
|
||
Other current assets
|
3,810
|
|
|
3,578
|
|
||
Total current assets
|
227,779
|
|
|
205,855
|
|
||
Property, plant and equipment, net
|
123,254
|
|
|
138,111
|
|
||
Intangible assets, net
|
229
|
|
|
496
|
|
||
Goodwill
|
269
|
|
|
269
|
|
||
Deferred income tax assets - long term
|
10,854
|
|
|
10,823
|
|
||
Other long-term assets
|
1,963
|
|
|
767
|
|
||
Total assets
|
$
|
364,348
|
|
|
$
|
356,321
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short term debt
|
$
|
13,821
|
|
|
$
|
3,821
|
|
Accounts payable
|
38,760
|
|
|
31,738
|
|
||
Accrued liabilities
|
17,376
|
|
|
14,571
|
|
||
Income taxes payable
|
1,933
|
|
|
1,472
|
|
||
Deferred margin
|
665
|
|
|
622
|
|
||
Capital leases
|
1,061
|
|
|
1,267
|
|
||
Total current liabilities
|
73,616
|
|
|
53,491
|
|
||
Long term debt
|
—
|
|
|
13,571
|
|
||
Income taxes payable - long term
|
2,315
|
|
|
3,692
|
|
||
Deferred income tax liabilities
|
3,234
|
|
|
2,613
|
|
||
Capital leases - long term
|
1,005
|
|
|
195
|
|
||
Deferred rent
|
1,143
|
|
|
1,308
|
|
||
Total liabilities
|
81,313
|
|
|
74,870
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
Shareholders' equity:
|
|
|
|
||||
Preferred shares, par value $0.002 per share:
|
|
|
|
||||
Authorized: 10,000 shares; Issued and outstanding: none at June 30, 2014 and 2013
|
—
|
|
|
—
|
|
||
Common shares, par value $0.002 per share:
|
|
|
|
||||
Authorized: 50,000 shares; Issued and outstanding: 26,644 shares and 26,304 shares at June 30, 2014 and 25,882 shares and 25,656 shares at June 30, 2013
|
53
|
|
|
51
|
|
||
Treasury shares at cost; 340 shares at June 30, 2014 and 226 shares at June 30, 2013
|
(2,889
|
)
|
|
(2,054
|
)
|
||
Additional paid-in capital
|
174,084
|
|
|
168,352
|
|
||
Accumulated other comprehensive income
|
1,033
|
|
|
957
|
|
||
Retained earnings
|
110,754
|
|
|
114,145
|
|
||
Total shareholders’ equity
|
283,035
|
|
|
281,451
|
|
||
Total liabilities and shareholders’ equity
|
$
|
364,348
|
|
|
$
|
356,321
|
|
|
|
|
|
|
|
||||||
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue
|
$
|
318,121
|
|
|
$
|
337,436
|
|
|
$
|
342,291
|
|
Cost of goods sold
|
259,050
|
|
|
272,851
|
|
|
259,126
|
|
|||
Gross profit
|
59,071
|
|
|
64,585
|
|
|
83,165
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
24,409
|
|
|
27,833
|
|
|
30,630
|
|
|||
Selling, general and administrative
|
34,855
|
|
|
35,473
|
|
|
35,800
|
|
|||
Impairment of long-lived assets
|
—
|
|
|
2,557
|
|
|
—
|
|
|||
Total operating expenses
|
59,264
|
|
|
65,863
|
|
|
66,430
|
|
|||
Operating income (loss)
|
(193
|
)
|
|
(1,278
|
)
|
|
16,735
|
|
|||
|
|
|
|
|
|
||||||
Interest income and other, net
|
124
|
|
|
76
|
|
|
105
|
|
|||
Interest expense
|
(266
|
)
|
|
(372
|
)
|
|
(342
|
)
|
|||
Income (loss) before income taxes
|
(335
|
)
|
|
(1,574
|
)
|
|
16,498
|
|
|||
|
|
|
|
|
|
||||||
Income tax expense
|
2,973
|
|
|
4,001
|
|
|
3,581
|
|
|||
Net income (loss)
|
$
|
(3,308
|
)
|
|
$
|
(5,575
|
)
|
|
$
|
12,917
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Net income (loss) per share
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.13
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
0.52
|
|
Diluted
|
$
|
(0.13
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
0.50
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares used to compute net income
|
|
|
|
|
|
||||||
(loss) per share
|
|
|
|
|
|
||||||
Basic
|
25,952
|
|
|
25,348
|
|
|
24,656
|
|
|||
Diluted
|
25,952
|
|
|
25,348
|
|
|
25,606
|
|
|
Year ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income (loss)
|
$
|
(3,308
|
)
|
|
$
|
(5,575
|
)
|
|
$
|
12,917
|
|
Other comprehensive income, net of tax
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
76
|
|
|
(15
|
)
|
|
38
|
|
|||
Total comprehensive income (loss)
|
$
|
(3,232
|
)
|
|
$
|
(5,590
|
)
|
|
$
|
12,955
|
|
|
Convertible Preferred Shares
|
|
Common Shares
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income
|
|
Retained Earnings
|
|
Total Shareholders' Equity
|
|||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
Balance, June 30, 2011
|
—
|
|
|
$
|
—
|
|
|
24,612
|
|
|
$
|
49
|
|
|
(50
|
)
|
|
$
|
(693
|
)
|
|
$
|
153,004
|
|
|
$
|
934
|
|
|
$
|
106,956
|
|
|
$
|
260,250
|
|
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
|
|
|||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
38
|
|
|||||||
Balance, June 30, 2012
|
—
|
|
|
—
|
|
|
25,167
|
|
|
50
|
|
|
(229
|
)
|
|
(2,104
|
)
|
|
160,602
|
|
|
972
|
|
|
119,873
|
|
|
279,393
|
|
|||||||
Exercise of common stock options and release of RSUs
|
—
|
|
|
—
|
|
|
468
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1,462
|
|
|
—
|
|
|
—
|
|
|
1,463
|
|
|||||||
Reissuance of Treasury Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
55
|
|
|
(157
|
)
|
|
—
|
|
|
(153
|
)
|
|
(255
|
)
|
|||||||
Issuance of common shares under Employee Stock Purchase Plan
|
—
|
|
|
—
|
|
|
247
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,626
|
|
|
—
|
|
|
—
|
|
|
1,626
|
|
|||||||
Repurchase of common shares under shares repurchase program
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,819
|
|
|
—
|
|
|
—
|
|
|
4,819
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,575
|
)
|
|
(5,575
|
)
|
|||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|||||||
Balance, June 30, 2013
|
—
|
|
|
—
|
|
|
25,882
|
|
|
51
|
|
|
(226
|
)
|
|
(2,054
|
)
|
|
168,352
|
|
|
957
|
|
|
114,145
|
|
|
281,451
|
|
|||||||
Exercise of common stock options and release of RSUs
|
—
|
|
|
—
|
|
|
511
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1,098
|
|
|
—
|
|
|
—
|
|
|
1,099
|
|
|||||||
Reissuance of Treasury Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
83
|
|
|
(316
|
)
|
|
—
|
|
|
(83
|
)
|
|
(316
|
)
|
|||||||
Issuance of common shares under Employee Stock Purchase Plan
|
—
|
|
|
—
|
|
|
251
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1,575
|
|
|
—
|
|
|
—
|
|
|
1,576
|
|
|||||||
Repurchase of common shares under shares repurchase program
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(120
|
)
|
|
(918
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(918
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,375
|
|
|
—
|
|
|
—
|
|
|
3,375
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,308
|
)
|
|
(3,308
|
)
|
|||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
76
|
|
|||||||
Balance, June 30, 2014
|
—
|
|
|
$
|
—
|
|
|
26,644
|
|
|
$
|
53
|
|
|
(340
|
)
|
|
$
|
(2,889
|
)
|
|
$
|
174,084
|
|
|
$
|
1,033
|
|
|
$
|
110,754
|
|
|
$
|
283,035
|
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(3,308
|
)
|
|
$
|
(5,575
|
)
|
|
$
|
12,917
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
27,511
|
|
|
28,828
|
|
|
24,692
|
|
|||
Amortization
|
365
|
|
|
532
|
|
|
571
|
|
|||
Allowance for doubtful accounts
|
(363
|
)
|
|
—
|
|
|
559
|
|
|||
Share-based compensation expense
|
3,375
|
|
|
4,819
|
|
|
5,422
|
|
|||
Deferred income taxes, net
|
778
|
|
|
1,023
|
|
|
(1,468
|
)
|
|||
(Gain)/loss on disposal of property and equipment
|
(160
|
)
|
|
45
|
|
|
8
|
|
|||
Impairment of long-lived assets
|
—
|
|
|
2,557
|
|
|
—
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
2,126
|
|
|
552
|
|
|
3,094
|
|
|||
Inventories
|
1,779
|
|
|
(2,561
|
)
|
|
1,632
|
|
|||
Other current and long-term assets
|
(1,429
|
)
|
|
2,092
|
|
|
1,327
|
|
|||
Accounts payable
|
5,517
|
|
|
1,765
|
|
|
(20,768
|
)
|
|||
Income taxes payable
|
(916
|
)
|
|
(694
|
)
|
|
399
|
|
|||
Accrued and other liabilities
|
2,369
|
|
|
(5,376
|
)
|
|
4,496
|
|
|||
Net cash provided by operating activities
|
37,644
|
|
|
28,007
|
|
|
32,881
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Acquisition, net of cash acquired
|
—
|
|
|
—
|
|
|
(21,330
|
)
|
|||
Purchase of property and equipment
|
(9,395
|
)
|
|
(17,573
|
)
|
|
(36,318
|
)
|
|||
Proceeds from sale of property and equipment
|
244
|
|
|
263
|
|
|
—
|
|
|||
Restricted cash released (placed)
|
(40
|
)
|
|
32
|
|
|
(183
|
)
|
|||
Investment in a privately held company
|
—
|
|
|
—
|
|
|
(100
|
)
|
|||
Net cash used in investing activities
|
(9,191
|
)
|
|
(17,278
|
)
|
|
(57,931
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options and ESPP
|
2,675
|
|
|
3,089
|
|
|
2,340
|
|
|||
Payment for repurchase of common shares
|
(918
|
)
|
|
(5
|
)
|
|
(1,574
|
)
|
|||
Proceeds from borrowings
|
—
|
|
|
250
|
|
|
48,800
|
|
|||
Repayments of borrowings
|
(3,571
|
)
|
|
(2,858
|
)
|
|
(28,798
|
)
|
|||
Principal payments on capital leases
|
(1,267
|
)
|
|
(961
|
)
|
|
(306
|
)
|
|||
Net cash provided by (used in) financing activities
|
(3,081
|
)
|
|
(485
|
)
|
|
20,462
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
10
|
|
|
(4
|
)
|
|
46
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
25,382
|
|
|
10,240
|
|
|
(4,542
|
)
|
|||
Cash and cash equivalents at beginning of year
|
92,406
|
|
|
82,166
|
|
|
86,708
|
|
|||
Cash and cash equivalents at end of year
|
$
|
117,788
|
|
|
$
|
92,406
|
|
|
$
|
82,166
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
304
|
|
|
$
|
418
|
|
|
$
|
342
|
|
Cash paid for income taxes
|
$
|
2,585
|
|
|
$
|
3,779
|
|
|
$
|
4,879
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of non-cash investing and financing information:
|
|
|
|
|
|
||||||
Property and equipment purchased but not yet paid
|
$
|
3,390
|
|
|
$
|
1,820
|
|
|
$
|
8,509
|
|
Property and equipment acquired under capital leases
|
$
|
1,921
|
|
|
$
|
377
|
|
|
$
|
1,916
|
|
Reissuance of Treasury Stock
|
$
|
83
|
|
|
$
|
255
|
|
|
$
|
—
|
|
•
|
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.
|
Building
|
|
20 years
|
Manufacturing machinery and equipment
|
|
3 to 10 years
|
Equipment and tooling
|
|
5 years
|
Computer equipment and software
|
|
3 to 5 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,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands, except per share data)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(3,308
|
)
|
|
$
|
(5,575
|
)
|
|
$
|
12,917
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Weighted average number of common shares used to compute basic net income (loss) per share
|
25,952
|
|
|
25,348
|
|
|
24,656
|
|
|||
|
|
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
||||||
Weighted average number of common shares used to compute basic net income (loss) per share
|
25,952
|
|
|
25,348
|
|
|
24,656
|
|
|||
Effect of potentially dilutive securities:
|
|
|
|
|
|
||||||
Stock options, RSUs and ESPP shares
|
—
|
|
|
—
|
|
|
950
|
|
|||
Weighted average number of common shares used to compute diluted net income (loss) per share
|
25,952
|
|
|
25,348
|
|
|
25,606
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.13
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
0.52
|
|
Diluted
|
$
|
(0.13
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
0.50
|
|
|
Year Ended June 30,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(in thousands)
|
|||||||
Employee stock options and RSUs
|
3,940
|
|
|
3,456
|
|
|
2,694
|
|
ESPP to purchase common shares
|
601
|
|
|
524
|
|
|
344
|
|
Total potential dilutive securities
|
4,541
|
|
|
3,980
|
|
|
3,038
|
|
|
|
Year Ended June 30,
|
|||||||
Percentage of revenue
|
|
2014
|
|
2013
|
|
2012
|
|||
Customer A
|
|
21.6
|
%
|
|
24.4
|
%
|
|
24.0
|
%
|
Customer B
|
|
43.1
|
%
|
|
41.6
|
%
|
|
40.9
|
%
|
Customer C
|
|
11.6
|
%
|
|
13.0
|
%
|
|
13.9
|
%
|
|
|
June 30,
|
||||
Percentage of accounts receivable
|
|
2014
|
|
2013
|
||
Customer A
|
|
23.1
|
%
|
|
33.8
|
%
|
Customer B
|
|
30.5
|
%
|
|
22.6
|
%
|
Customer C
|
|
17.4
|
%
|
|
19.9
|
%
|
|
June 30,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Accounts receivable
|
$
|
51,128
|
|
|
$
|
52,202
|
|
Less: Allowance for price adjustments
|
(14,563
|
)
|
|
(13,152
|
)
|
||
Less: Allowance for doubtful accounts
|
(30
|
)
|
|
(752
|
)
|
||
Accounts receivable, net
|
$
|
36,535
|
|
|
$
|
38,298
|
|
|
June 30,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Raw materials
|
$
|
18,996
|
|
|
$
|
17,248
|
|
Work in-process
|
36,003
|
|
|
38,618
|
|
||
Finished goods
|
11,561
|
|
|
12,473
|
|
||
|
$
|
66,560
|
|
|
$
|
68,339
|
|
|
June 30,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Land
|
$
|
4,950
|
|
|
$
|
4,950
|
|
Building
|
4,106
|
|
|
4,106
|
|
||
Manufacturing machinery and equipment
|
161,354
|
|
|
156,958
|
|
||
Equipment and tooling
|
10,486
|
|
|
10,356
|
|
||
Computer equipment and software
|
19,319
|
|
|
16,140
|
|
||
Office furniture and equipment
|
1,643
|
|
|
1,559
|
|
||
Leasehold improvements
|
25,154
|
|
|
24,068
|
|
||
|
227,012
|
|
|
218,137
|
|
||
Less accumulated depreciation
|
(114,658
|
)
|
|
(87,180
|
)
|
||
|
112,354
|
|
|
130,957
|
|
||
Equipment and construction in progress
|
10,900
|
|
|
7,154
|
|
||
Property, plant and equipment, net
|
$
|
123,254
|
|
|
$
|
138,111
|
|
|
June 30,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Patents and exclusive technology rights
|
$
|
1,346
|
|
|
$
|
1,248
|
|
Trade name
|
250
|
|
|
250
|
|
||
Customer relationships
|
1,150
|
|
|
1,150
|
|
||
|
2,746
|
|
|
2,648
|
|
||
Less accumulated amortization
|
(2,517
|
)
|
|
(2,152
|
)
|
||
Intangible assets, net
|
$
|
229
|
|
|
$
|
496
|
|
|
(in thousands)
|
||
Balance at June 30, 2012
|
$
|
269
|
|
Addition:
|
—
|
|
|
Balance at June 30, 2013
|
269
|
|
|
Addition:
|
—
|
|
|
Balance at June 30, 2014
|
$
|
269
|
|
|
June 30,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Prepayments for property and equipment
|
$
|
1,435
|
|
|
$
|
77
|
|
Investment in a privately held company
|
100
|
|
|
100
|
|
||
Deferred debt issuance cost
|
—
|
|
|
91
|
|
||
Office leases deposits
|
428
|
|
|
499
|
|
||
|
$
|
1,963
|
|
|
$
|
767
|
|
|
June 30,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Accrued compensation and benefit
|
$
|
4,879
|
|
|
$
|
3,774
|
|
Accrued vacation
|
1,777
|
|
|
2,078
|
|
||
Accrued bonuses
|
1,873
|
|
|
880
|
|
||
Warranty accrual
|
1,346
|
|
|
1,428
|
|
||
Stock rotation accrual
|
1,645
|
|
|
1,572
|
|
||
Accrued professional fees
|
1,001
|
|
|
1,171
|
|
||
ESPP payable
|
323
|
|
|
353
|
|
||
Customer deposits
|
104
|
|
|
123
|
|
||
Accrued inventory
|
590
|
|
|
285
|
|
||
Accrued facilities related expenses
|
1,353
|
|
|
1,015
|
|
||
Other accrued expenses
|
2,485
|
|
|
1,892
|
|
||
|
$
|
17,376
|
|
|
$
|
14,571
|
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Beginning balance
|
$
|
1,428
|
|
|
$
|
1,556
|
|
|
$
|
664
|
|
Addition
|
1,267
|
|
|
1,399
|
|
|
1,617
|
|
|||
Utilization
|
(1,349
|
)
|
|
(1,527
|
)
|
|
(725
|
)
|
|||
Ending balance
|
$
|
1,346
|
|
|
$
|
1,428
|
|
|
$
|
1,556
|
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Beginning balance
|
$
|
1,572
|
|
|
$
|
2,032
|
|
|
$
|
1,880
|
|
Addition
|
5,006
|
|
|
5,751
|
|
|
5,166
|
|
|||
Utilization
|
(4,933
|
)
|
|
(6,211
|
)
|
|
(5,014
|
)
|
|||
Ending balance
|
$
|
1,645
|
|
|
$
|
1,572
|
|
|
$
|
2,032
|
|
|
June 30,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Computer software
|
$
|
1,966
|
|
|
$
|
1,346
|
|
Exclusive technology rights
|
100
|
|
|
116
|
|
||
|
2,066
|
|
|
1,462
|
|
||
Less current portion
|
(1,061
|
)
|
|
(1,267
|
)
|
||
Capital leases - long-term portion
|
$
|
1,005
|
|
|
$
|
195
|
|
Year ending June 30,
|
(in thousands)
|
||
2015
|
$
|
1,123
|
|
2016
|
975
|
|
|
2017
|
25
|
|
|
2018
|
25
|
|
|
2019
|
25
|
|
|
Thereafter
|
—
|
|
|
Total minimum lease payments
|
2,173
|
|
|
Less amount representing interest
|
(107
|
)
|
|
Total capital lease liabilities
|
$
|
2,066
|
|
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
|
|
|
|
|
Weighted
|
|
Weighted
|
|
|
|||||||
|
|
|
Average
|
|
Average Grant
|
|
|
|||||||
|
Number of
|
|
Exercise Price
|
|
Date Fair Value
|
|
Aggregate
|
|||||||
|
Shares
|
|
Per Share
|
|
Per Share
|
|
Intrinsic Value
|
|||||||
|
|
|
|
|
|
|
|
|||||||
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
|
|
|
|
|
|
||||
Granted
|
214,400
|
|
|
$
|
8.40
|
|
|
$
|
4.30
|
|
|
|
||
Exercised
|
(398,103
|
)
|
|
$
|
3.68
|
|
|
|
|
$
|
1,961,496
|
|
||
Canceled or forfeited
|
(437,095
|
)
|
|
$
|
12.99
|
|
|
|
|
|
||||
Outstanding at June 30, 2013
|
3,593,854
|
|
|
$
|
10.24
|
|
|
|
|
|
||||
Granted
|
764,375
|
|
|
$
|
7.49
|
|
|
$
|
3.85
|
|
|
|
||
Exercised
|
(421,456
|
)
|
|
$
|
2.60
|
|
|
|
|
$
|
2,222,155
|
|
||
Canceled or forfeited
|
(697,989
|
)
|
|
$
|
11.65
|
|
|
|
|
|
||||
Outstanding at June 30, 2014
|
3,238,784
|
|
|
$
|
10.28
|
|
|
|
|
$
|
3,258,607
|
|
|
|
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 |
||||||
$2.00 - $7.21
|
|
272,734
|
|
|
1.33
|
|
$
|
3.95
|
|
|
265,859
|
|
|
$
|
3.86
|
|
$7.44 - $7.44
|
|
610,000
|
|
|
9.71
|
|
7.44
|
|
|
—
|
|
|
—
|
|
||
$7.47 - $8.45
|
|
425,768
|
|
|
7.05
|
|
7.99
|
|
|
254,601
|
|
|
7.97
|
|
||
$8.60 - $9.40
|
|
353,948
|
|
|
4.11
|
|
8.89
|
|
|
323,948
|
|
|
8.91
|
|
||
$9.60 - $11.00
|
|
454,234
|
|
|
5.01
|
|
10.39
|
|
|
380,802
|
|
|
10.47
|
|
||
$11.40 - $12.91
|
|
280,500
|
|
|
6.26
|
|
12.47
|
|
|
205,941
|
|
|
12.39
|
|
||
$13.00 - $13.00
|
|
384,350
|
|
|
3.58
|
|
13.00
|
|
|
384,350
|
|
|
13.00
|
|
||
$14.14 - $15.00
|
|
92,500
|
|
|
5.74
|
|
14.81
|
|
|
77,791
|
|
|
14.82
|
|
||
$17.90 - $17.90
|
|
20,000
|
|
|
5.84
|
|
17.90
|
|
|
16,332
|
|
|
17.90
|
|
||
$18.00 - $18.00
|
|
344,750
|
|
|
5.63
|
|
18.00
|
|
|
295,578
|
|
|
18.00
|
|
||
$2.00 - $18.00
|
|
3,238,784
|
|
|
5.79
|
|
$
|
10.28
|
|
|
2,205,202
|
|
|
$
|
10.99
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Option vested and expected to vest
|
|
3,149,083
|
|
|
5.70
|
|
$
|
10.35
|
|
|
|
|
|
|
Year Ended June 30,
|
||||
|
2014
|
|
2013
|
|
2012
|
Volatility rate
|
46.9% - 49.2%
|
|
48.9% - 49.4%
|
|
48.5% - 49.3%
|
Risk-free interest rate
|
1.0% - 1.7%
|
|
0.7% - 1.0%
|
|
0.9% - 1.1%
|
Expected option life
|
5.5 years
|
|
5.5 years
|
|
5.5 years
|
Dividend yield
|
—%
|
|
—%
|
|
—%
|
|
|
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, 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
|
|
Granted
|
|
265,665
|
|
|
$
|
8.62
|
|
|
|
|
|
||
Vested
|
|
(104,440
|
)
|
|
$
|
10.17
|
|
|
|
|
|
||
Forfeited
|
|
(61,050
|
)
|
|
$
|
10.67
|
|
|
|
|
|
||
Nonvested at June 30, 2013
|
|
549,553
|
|
|
$
|
9.50
|
|
|
1.87
|
|
$
|
4,198,585
|
|
Granted
|
|
368,554
|
|
|
$
|
7.54
|
|
|
|
|
|
||
Vested
|
|
(136,581
|
)
|
|
$
|
9.46
|
|
|
|
|
|
||
Forfeited
|
|
(125,152
|
)
|
|
$
|
9.54
|
|
|
|
|
|
||
Nonvested at June 30, 2014
|
|
656,374
|
|
|
$
|
8.40
|
|
|
1.77
|
|
$
|
6,084,587
|
|
|
Year Ended June 30,
|
||||
|
2014
|
|
2013
|
|
2012
|
Volatility rate
|
50%
|
|
50%
|
|
50%
|
Risk-free interest rate
|
0.1% - 0.4%
|
|
0.1% - 0.3%
|
|
0.2% - 0.3%
|
Expected term
|
1.3 years
|
|
1.3 years
|
|
1.3 years
|
Dividend yield
|
—%
|
|
—%
|
|
—%
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Cost of goods sold
|
$
|
614
|
|
|
$
|
700
|
|
|
$
|
532
|
|
Research and development
|
786
|
|
|
1,402
|
|
|
1,361
|
|
|||
Selling, general and administrative
|
1,975
|
|
|
2,717
|
|
|
3,529
|
|
|||
|
|
|
|
|
|
||||||
|
$
|
3,375
|
|
|
$
|
4,819
|
|
|
$
|
5,422
|
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
U.S. federal taxes:
|
|
|
|
|
|||||||
Current
|
$
|
(65
|
)
|
|
$
|
(588
|
)
|
|
$
|
171
|
|
Deferred
|
1,144
|
|
|
1,050
|
|
|
436
|
|
|||
Non-U.S. taxes:
|
|
|
|
|
|||||||
Current
|
2,316
|
|
|
3,258
|
|
|
4,744
|
|
|||
Deferred
|
(404
|
)
|
|
253
|
|
|
(1,870
|
)
|
|||
State taxes, net of federal benefit:
|
|
|
|
|
|||||||
Current
|
(38
|
)
|
|
11
|
|
|
8
|
|
|||
Deferred
|
20
|
|
|
17
|
|
|
92
|
|
|||
|
|
|
|
|
|
||||||
Total provision for income taxes
|
$
|
2,973
|
|
|
$
|
4,001
|
|
|
$
|
3,581
|
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
(in thousands)
|
|
|
|
|||||
U.S. operations
|
$
|
4,184
|
|
|
$
|
4,436
|
|
|
$
|
2,783
|
|
Non-U.S. operations
|
(4,519
|
)
|
|
(6,010
|
)
|
|
13,715
|
|
|||
Income (loss) before income taxes
|
$
|
(335
|
)
|
|
$
|
(1,574
|
)
|
|
$
|
16,498
|
|
|
June 30,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Accrued compensation
|
$
|
2,045
|
|
|
$
|
1,586
|
|
Net operating loss carryforwards
|
113
|
|
|
1,618
|
|
||
Depreciation
|
11,201
|
|
|
11,291
|
|
||
Tax credits
|
4,717
|
|
|
4,405
|
|
||
Accruals and reserves
|
623
|
|
|
423
|
|
||
Total deferred tax assets
|
18,699
|
|
|
19,323
|
|
||
Valuation allowance
|
(2,395
|
)
|
|
(2,127
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
16,304
|
|
|
17,196
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation and amortization
|
(4,925
|
)
|
|
(5,048
|
)
|
||
Accruals and reserves
|
(917
|
)
|
|
(908
|
)
|
||
Total deferred tax liabilities
|
(5,842
|
)
|
|
(5,956
|
)
|
||
Net deferred tax assets
|
$
|
10,462
|
|
|
$
|
11,240
|
|
|
June 30,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Current deferred tax assets
|
$
|
2,842
|
|
|
$
|
3,030
|
|
Long-term deferred tax assets
|
10,854
|
|
|
10,823
|
|
||
Long-term deferred tax liabilities
|
(3,234
|
)
|
|
(2,613
|
)
|
||
|
|
|
|
||||
Net deferred tax assets
|
$
|
10,462
|
|
|
$
|
11,240
|
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Balance at beginning of year
|
$
|
7,668
|
|
|
$
|
7,106
|
|
|
$
|
6,437
|
|
Additions based on tax positions related to the current year
|
329
|
|
|
740
|
|
|
490
|
|
|||
Additions (reductions) based on tax positions related to prior years
|
(18
|
)
|
|
1
|
|
|
183
|
|
|||
Reductions due to lapse of applicable statute of limitations
|
(1,219
|
)
|
|
(179
|
)
|
|
(4
|
)
|
|||
|
|
|
|
|
|
||||||
Balance at end of year
|
$
|
6,760
|
|
|
$
|
7,668
|
|
|
$
|
7,106
|
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Power discrete
|
$
|
246,033
|
|
|
$
|
265,150
|
|
|
$
|
267,059
|
|
Power IC
|
53,993
|
|
|
52,841
|
|
|
53,396
|
|
|||
Packaging and testing services
|
18,095
|
|
|
19,445
|
|
|
21,836
|
|
|||
|
$
|
318,121
|
|
|
$
|
337,436
|
|
|
$
|
342,291
|
|
Year ending June 30,
|
Operating
Leases |
||
|
(in thousands)
|
||
2015
|
$
|
3,164
|
|
2016
|
2,392
|
|
|
2017
|
2,022
|
|
|
2018
|
1,929
|
|
|
2019
|
1,932
|
|
|
Thereafter
|
3,570
|
|
|
|
$
|
15,009
|
|
|
June 30,
|
||||||
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,187
|
|
|
$
|
7,143
|
|
Accounts receivable - Intercompany
|
54,667
|
|
|
52,335
|
|
||
Other current assets
|
317
|
|
|
193
|
|
||
Total current assets
|
60,171
|
|
|
59,671
|
|
||
Property, plant and equipments, net
|
1,749
|
|
|
1,270
|
|
||
Other long-term assets
|
100
|
|
|
100
|
|
||
Investment in subsidiaries
|
221,702
|
|
|
221,644
|
|
||
Total assets
|
$
|
283,722
|
|
|
$
|
282,685
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
592
|
|
|
$
|
858
|
|
Capital leases
|
95
|
|
|
281
|
|
||
Total current liabilities
|
687
|
|
|
1,139
|
|
||
Capital leases - long term
|
—
|
|
|
95
|
|
||
Total liabilities
|
687
|
|
|
1,234
|
|
||
Shareholders' equity:
|
|
|
|
||||
Preferred shares, par value $0.002 per share:
|
|
|
|
||||
Authorized: 10,000 shares; Issued and outstanding: none at June 30, 2014 and 2013
|
—
|
|
|
—
|
|
||
Common shares, par value $0.002 per share:
|
|
|
|
||||
Authorized: 50,000 shares; Issued and outstanding: 26,644 shares and 26,304 shares at June 30, 2014 and 25,882 shares and 25,656 shares at June 30, 2013
|
53
|
|
|
51
|
|
||
Treasury shares at cost; 340 shares at June 30, 2014 and 226 shares at June 30, 2013
|
(2,889
|
)
|
|
(2,054
|
)
|
||
Additional paid-in capital
|
174,084
|
|
|
168,352
|
|
||
Accumulated other comprehensive income
|
1,033
|
|
|
957
|
|
||
Retained earnings
|
110,754
|
|
|
114,145
|
|
||
Total shareholders’ equity
|
283,035
|
|
|
281,451
|
|
||
Total liabilities and shareholders’ equity
|
$
|
283,722
|
|
|
$
|
282,685
|
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue
|
$
|
3,074
|
|
|
$
|
3,228
|
|
|
$
|
—
|
|
Cost of revenue
|
—
|
|
|
—
|
|
|
—
|
|
|||
Gross profit
|
3,074
|
|
|
3,228
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
3,171
|
|
|
3,271
|
|
|
3,247
|
|
|||
Total operating expenses
|
3,171
|
|
|
3,271
|
|
|
3,247
|
|
|||
Operating loss
|
(97
|
)
|
|
(43
|
)
|
|
(3,247
|
)
|
|||
|
|
|
|
|
|
||||||
Interest income
|
6
|
|
|
13
|
|
|
19
|
|
|||
Interest expense
|
(11
|
)
|
|
—
|
|
|
—
|
|
|||
Income (loss) on equity investment in subsidiaries
|
(3,206
|
)
|
|
(5,545
|
)
|
|
16,145
|
|
|||
Net income (loss)
|
$
|
(3,308
|
)
|
|
$
|
(5,575
|
)
|
|
$
|
12,917
|
|
|
Year ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income (loss)
|
$
|
(3,308
|
)
|
|
$
|
(5,575
|
)
|
|
$
|
12,917
|
|
Other comprehensive income, net of tax
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
76
|
|
|
(15
|
)
|
|
38
|
|
|||
Total comprehensive income (loss)
|
$
|
(3,232
|
)
|
|
$
|
(5,590
|
)
|
|
$
|
12,955
|
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(3,308
|
)
|
|
$
|
(5,575
|
)
|
|
$
|
12,917
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
366
|
|
|
103
|
|
|
—
|
|
|||
Share-based compensation expense
|
187
|
|
|
137
|
|
|
114
|
|
|||
Equity in net (income) loss of subsidiaries
|
3,206
|
|
|
5,545
|
|
|
(16,145
|
)
|
|||
Changes in working capital, net of impact of acquisition:
|
|
|
|
|
|
||||||
Accounts receivable - intercompany
|
(2,649
|
)
|
|
(15,968
|
)
|
|
(10,777
|
)
|
|||
Other current assets
|
(124
|
)
|
|
(155
|
)
|
|
(6
|
)
|
|||
Accounts payable and accrued liabilities
|
(191
|
)
|
|
295
|
|
|
(320
|
)
|
|||
Net cash used in operating activities
|
(2,513
|
)
|
|
(15,618
|
)
|
|
(14,217
|
)
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
(919
|
)
|
|
(922
|
)
|
|
—
|
|
|||
Intercompany loan repayment (receivable)
|
—
|
|
|
—
|
|
|
4,500
|
|
|||
Investment in a privately held company
|
—
|
|
|
—
|
|
|
(100
|
)
|
|||
Net cash provided by (used in) investing activities
|
(919
|
)
|
|
(922
|
)
|
|
4,400
|
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options and ESPP
|
2,675
|
|
|
3,089
|
|
|
2,340
|
|
|||
Payment for repurchase of common shares
|
(918
|
)
|
|
(5
|
)
|
|
(1,574
|
)
|
|||
Principal payments on capital leases
|
(281
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
1,476
|
|
|
3,084
|
|
|
766
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(1,956
|
)
|
|
(13,456
|
)
|
|
(9,051
|
)
|
|||
Cash and cash equivalents at beginning of year
|
7,143
|
|
|
20,599
|
|
|
29,650
|
|
|||
Cash and cash equivalents at end of year
|
$
|
5,187
|
|
|
$
|
7,143
|
|
|
$
|
20,599
|
|
|
Allowance
|
|
Allowance
|
|
Allowance
|
||||||
|
for Doubtful
|
|
for Price
|
|
for Deferred
|
||||||
|
Accounts
|
|
Adjustments
|
|
Tax Assets
|
||||||
|
(in thousands)
|
||||||||||
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
|
|
|||
Additions
|
—
|
|
|
79,972
|
|
|
437
|
|
|||
Reductions
|
—
|
|
|
(83,076
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
June 30, 2013
|
752
|
|
|
13,152
|
|
|
2,127
|
|
|||
Additions
|
—
|
|
|
64,987
|
|
|
268
|
|
|||
Reductions
|
(722
|
)
|
|
(63,576
|
)
|
|
—
|
|
|||
June 30, 2014
|
$
|
30
|
|
|
$
|
14,563
|
|
|
$
|
2,395
|
|
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 29, 2014
|
Mike F. Chang
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ YIFAN LIANG
|
|
Chief Financial Officer and Corporate Secretary
|
August 29, 2014
|
Yifan Liang
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
/s/ YUEH-SE HO
|
|
Director and Chief Operating Officer
|
August 29, 2014
|
Yueh-Se Ho, Ph.D.
|
|
|
|
|
|
|
|
/s/ ROBERT I. CHEN
|
|
Director
|
August 29, 2014
|
Robert I. Chen
|
|
|
|
|
|
|
|
/s/ MICHAEL L. PFEIFFER
|
|
Director
|
August 29, 2014
|
Michael L. Pfeiffer
|
|
|
|
|
|
|
|
/s/ KING OWYANG
|
|
Director
|
August 29, 2014
|
King Owyang
|
|
|
|
|
|
|
|
/s/ MICHAEL J. SALAMEH
|
|
Director
|
August 29, 2014
|
Michael J. Salameh
|
|
|
|
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 and Alpha and Omega Semiconductor Limited, 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
|
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)
|
10.23
|
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)
|
10.24
|
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)
|
10.25
|
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)
|
10.26
|
Summary of 2011 Executive Incentive Plan (incorporated by reference to Exhibit 10.30 from Annual Report on Form 10-K filed with the Commission on September 9, 2011)
|
10.27
|
Summary of Fiscal Year 2013 Executive Incentive Plan (incorporated by reference to Exhibit 10.31 from Annual Report on Form 10-K (File No.: 001-34717) filed with the Commission on August 31, 2012)
|
10.28
|
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 Form 8-K filed with the Commission on December 14, 2011)
|
10.29
|
Offer Letter to Mary L. Dotz dated as of February 15, 2012 (incorporated by reference to Exhibit 10.33 from Annual Report on Form 10-K (File No.: 001-34717) filed with the Commission on August 31, 2012)
|
10.30
|
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 (incorporated by reference to Exhibit 10.34 from Annual Report on Form 10-K (File No.: 001-34717) filed with the Commission on August 31, 2012)
|
10.31
|
Amended Form of Restricted Share Unit Issuance Agreement (incorporated by reference to Exhibit 10.35 from Annual Report on Form 10-K (File No.: 001-34717) filed with the Commission on August 31, 2012)
|
10.32
|
Summary of Amended Fiscal Year 2013 Executive Incentive Plan (incorporated by reference to Exhibit 10.31 from Quarterly Report on Form 10-Q (File No.: 001-34717) filed with the Commission on May 6, 2013)
|
10.33
|
Special Bonus Letter to Mary L. Dotz dated as of May 15, 2013 (incorporated by reference to Exhibit 10.33 from Annual Report on Form 10-K (File No: 001-34717) filed with the Commission on August 30, 2013)
|
10.34
|
Summary of Fiscal Year 2014 Executive Incentive Plan (incorporated by reference to Exhibit 10.34 from Annual Report on Form 10-K (File No: 001-34717) filed with the Commission on August 30, 2013)
|
10.35
|
Form of Director's Share Option Agreement under the Automatic Grant Program (incorporated by reference to Exhibit 10.1 from Quarterly Report on Form 10-Q filed with the Commission on November 6, 2013)
|
10.36
|
Consulting Agreement with Mary L. Dotz dated as of February 3, 2014 (incorporated by reference to Exhibit 10.1 from Quarterly Report on Form 10-Q filed with the Commission on May 9, 2014)
|
10.37
|
Amendment to Automatic Grant Program for Non-Employee Directors under the 2009 Share Option/Share Issuance Plan (incorporated by reference to Exhibit 10.2 from Quarterly Report on Form 10-Q filed with the Commission on May 9, 2014)
|
10.38
|
Form of Restricted Share Unit Agreement (incorporated by reference to Exhibit 10.3 from Quarterly Report on Form 10-Q filed with the Commission on May 9, 2014)
|
10.39*
|
Summary of Fiscal Year 2015 Executive Incentive Plan
|
21.1*
|
List of Subsidiaries of the Registrant
|
23.1*
|
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
|
SUBSIDIARIES OF THE REGISTRANT
|
||||
|
|
|
|
|
Subsidiary Name
|
|
Incorporated Location
|
|
Percentage Owned
|
Alpha and Omega Semiconductor Incorporated
|
|
California, United States
|
|
100% owned by AOS
|
Alpha and Omega Semiconductor (Cayman) Ltd.
|
|
Cayman
|
|
100% owned by AOS
|
Alpha and Omega Semiconductor (Shanghai) Co., Ltd.
|
|
China
|
|
100% owned by AOS
|
Alpha & Omega Semiconductor (Shenzhen) Limited
|
|
China
|
|
100% owned by AOS
|
Alpha & Omega Semiconductor (Hong Kong) Limited
|
|
Hong Kong
|
|
100% owned by AOS
|
Alpha & Omega Semiconductor (Macau), Ltd.
|
|
Macau
|
|
100% owned by AOS
|
Alpha & Omega Semiconductor (Taiwan) Limited
|
|
Taiwan
|
|
100% owned by AOS
|
Agape Package Manufacturing Ltd.
|
|
Cayman
|
|
100% owned by AOS
|
Agape Package Manufacturing (Shanghai) Ltd.
|
|
China
|
|
100% owned by AOS
|
Agape Limited
|
|
Hong Kong
|
|
100% owned by AOS
|
Jireh Semiconductor Incorporated
|
|
Oregon, United States
|
|
100% owned by AOS
|
1.
|
I have reviewed this report on Form 10-K of Alpha and Omega Semiconductor Limited;
|
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 report on Form 10-K of Alpha and Omega Semiconductor Limited;
|
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
Chief Financial Officer and Corporate Secretary |
a.
|
the Annual Report of the Company on Form 10-K for the fiscal year ended
June 30, 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 Annual Report of the Company on Form 10-K for the fiscal year ended
June 30, 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
Chief Financial Officer and Corporate Secretary |