Bermuda
|
77-0553536
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(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification Number)
|
Large accelerated filer
o
|
Accelerated filer
x
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
Page
|
Part I.
|
FINANCIAL INFORMATION
|
|
Item 1.
|
||
|
||
|
||
|
||
|
||
|
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Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 3.
|
||
Item 4.
|
||
Part II.
|
OTHER INFORMATION
|
|
Item 1.
|
||
Item 1A.
|
Risk Factors
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Item 3.
|
Defaults Upon Senior Securities
|
|
Item 4.
|
Mine Safety Disclosures
|
|
Item 5.
|
Other Information
|
|
Item 6.
|
Exhibits
|
|
|
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
|
|||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|||||||
(Unaudited, in thousands except par value per share)
|
|||||||
|
December 31,
2016 |
|
June 30,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
122,793
|
|
|
$
|
87,774
|
|
Restricted cash
|
324
|
|
|
188
|
|
||
Accounts receivable, net
|
24,482
|
|
|
26,594
|
|
||
Inventories
|
70,239
|
|
|
68,848
|
|
||
Other current assets
|
5,762
|
|
|
4,526
|
|
||
Total current assets
|
223,600
|
|
|
187,930
|
|
||
Property, plant and equipment, net
|
122,686
|
|
|
116,084
|
|
||
Deferred income tax assets - long term
|
5,502
|
|
|
12,132
|
|
||
Other long-term assets
|
10,240
|
|
|
2,359
|
|
||
Total assets
|
$
|
362,028
|
|
|
$
|
318,505
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
38,010
|
|
|
$
|
42,718
|
|
Accrued liabilities
|
25,099
|
|
|
22,590
|
|
||
Income taxes payable
|
2,583
|
|
|
2,356
|
|
||
Deferred margin
|
955
|
|
|
997
|
|
||
Capital leases
|
809
|
|
|
819
|
|
||
Total current liabilities
|
67,456
|
|
|
69,480
|
|
||
Income taxes payable - long term
|
1,608
|
|
|
1,577
|
|
||
Deferred income tax liabilities
|
2,924
|
|
|
2,973
|
|
||
Capital leases - long term
|
1,296
|
|
|
1,695
|
|
||
Other long term liabilities
|
623
|
|
|
741
|
|
||
Total liabilities
|
73,907
|
|
|
76,466
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
||||
Equity:
|
|
|
|
||||
Preferred shares, par value $0.002 per share:
|
|
|
|
||||
Authorized: 10,000 shares, issued and outstanding: none at December 31, 2016 and June 30, 2016
|
—
|
|
|
—
|
|
||
Common shares, par value $0.002 per share:
|
|
|
|
||||
Authorized: 50,000 shares, issued and outstanding: 29,214 shares and 23,594 shares, respectively at December 31, 2016 and 28,405 shares and 22,754 shares, respectively at June 30, 2016
|
58
|
|
|
57
|
|
||
Treasury shares at cost, 5,620 shares at December 31, 2016 and 5,651 shares at June 30, 2016
|
(49,934
|
)
|
|
(50,199
|
)
|
||
Additional paid-in capital
|
202,370
|
|
|
191,444
|
|
||
Accumulated other comprehensive income (loss)
|
(422
|
)
|
|
769
|
|
||
Retained earnings
|
106,284
|
|
|
100,071
|
|
||
Total Alpha and Omega Semiconductor Limited shareholder's equity
|
258,356
|
|
|
242,142
|
|
||
Noncontrolling interest
|
29,765
|
|
|
(103
|
)
|
||
Total equity
|
288,121
|
|
|
242,039
|
|
||
Total liabilities and equity
|
$
|
362,028
|
|
|
$
|
318,505
|
|
|
|||||||||||||||
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
$
|
94,687
|
|
|
$
|
79,825
|
|
|
$
|
192,049
|
|
|
$
|
161,264
|
|
Cost of goods sold
|
72,593
|
|
|
64,853
|
|
|
148,011
|
|
|
131,231
|
|
||||
Gross profit
|
22,094
|
|
|
14,972
|
|
|
44,038
|
|
|
30,033
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
||||||||
Research and development
|
7,284
|
|
|
5,941
|
|
|
14,303
|
|
|
12,105
|
|
||||
Selling, general and administrative
|
11,974
|
|
|
8,872
|
|
|
23,157
|
|
|
18,369
|
|
||||
Impairment of long-lived assets
|
—
|
|
|
432
|
|
|
—
|
|
|
432
|
|
||||
Total operating expenses
|
19,258
|
|
|
15,245
|
|
|
37,460
|
|
|
30,906
|
|
||||
Operating income (loss)
|
2,836
|
|
|
(273
|
)
|
|
6,578
|
|
|
(873
|
)
|
||||
Interest income and other income (loss), net
|
(70
|
)
|
|
(316
|
)
|
|
(119
|
)
|
|
(467
|
)
|
||||
Interest expense
|
(24
|
)
|
|
(7
|
)
|
|
(50
|
)
|
|
(17
|
)
|
||||
Net income (loss) before income taxes
|
2,742
|
|
|
(596
|
)
|
|
6,409
|
|
|
(1,357
|
)
|
||||
Income tax expense
|
1,085
|
|
|
1,015
|
|
|
2,322
|
|
|
2,229
|
|
||||
Net income (loss) including noncontrolling interest
|
1,657
|
|
|
(1,611
|
)
|
|
4,087
|
|
|
(3,586
|
)
|
||||
Net loss attributable to noncontrolling interest
|
(1,190
|
)
|
|
—
|
|
|
(2,067
|
)
|
|
—
|
|
||||
Net income (loss) attributable to Alpha and Omega Semiconductor Limited
|
$
|
2,847
|
|
|
$
|
(1,611
|
)
|
|
$
|
6,154
|
|
|
$
|
(3,586
|
)
|
Net income (loss) per common share attributable to Alpha and Omega Semiconductor Limited
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.12
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.26
|
|
|
$
|
(0.16
|
)
|
Diluted
|
$
|
0.11
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.25
|
|
|
$
|
(0.16
|
)
|
Weighted average number of common shares attributable to Alpha and Omega Semiconductor Limited used to compute net income (loss) per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
23,481
|
|
|
22,269
|
|
|
23,256
|
|
|
22,483
|
|
||||
Diluted
|
24,977
|
|
|
22,269
|
|
|
24,695
|
|
|
22,483
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss) including noncontrolling interest
|
$
|
1,657
|
|
|
$
|
(1,611
|
)
|
|
$
|
4,087
|
|
|
$
|
(3,586
|
)
|
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
(2,326
|
)
|
|
11
|
|
|
(2,256
|
)
|
|
(155
|
)
|
||||
Comprehensive income (loss)
|
(669
|
)
|
|
(1,600
|
)
|
|
1,831
|
|
|
(3,741
|
)
|
||||
Noncontrolling interest
|
(2,234
|
)
|
|
—
|
|
|
(3,132
|
)
|
|
—
|
|
||||
Comprehensive income (loss) attributable to Alpha and Omega Semiconductor Limited
|
$
|
1,565
|
|
|
$
|
(1,600
|
)
|
|
$
|
4,963
|
|
|
$
|
(3,741
|
)
|
|
Six Months Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income (loss)
|
$
|
4,087
|
|
|
$
|
(3,586
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
13,263
|
|
|
13,778
|
|
||
Share-based compensation expense
|
2,870
|
|
|
1,874
|
|
||
Deferred income taxes, net
|
6,581
|
|
|
506
|
|
||
Gain on disposal of property and equipment
|
(370
|
)
|
|
—
|
|
||
Impairment of long-lived assets
|
—
|
|
|
432
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
2,112
|
|
|
12,727
|
|
||
Inventories
|
(1,391
|
)
|
|
3,073
|
|
||
Other current and long-term assets
|
(7,032
|
)
|
|
831
|
|
||
Accounts payable
|
(4,605
|
)
|
|
(6,454
|
)
|
||
Income taxes payable
|
257
|
|
|
364
|
|
||
Accrued and other liabilities
|
2,297
|
|
|
1,086
|
|
||
Net cash provided by operating activities
|
18,069
|
|
|
24,631
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchases of property and equipment
|
(23,740
|
)
|
|
(10,770
|
)
|
||
Proceeds from sale of property and equipment
|
411
|
|
|
—
|
|
||
(Increase) decrease in restricted cash
|
(135
|
)
|
|
137
|
|
||
Net cash used in investing activities
|
(23,464
|
)
|
|
(10,633
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from investment by noncontrolling interest
|
33,000
|
|
|
—
|
|
||
Withholding tax on restricted stock units
|
(348
|
)
|
|
(189
|
)
|
||
Proceeds from exercise of stock options and ESPP
|
8,729
|
|
|
2,772
|
|
||
Payment for repurchases of common shares
|
—
|
|
|
(40,257
|
)
|
||
Principal payments on capital leases
|
(408
|
)
|
|
(456
|
)
|
||
Net cash provided by (used in) financing activities
|
40,973
|
|
|
(38,130
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(559
|
)
|
|
(95
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
35,019
|
|
|
(24,227
|
)
|
||
Cash and cash equivalents at beginning of period
|
87,774
|
|
|
106,085
|
|
||
Cash and cash equivalents at end of period
|
$
|
122,793
|
|
|
$
|
81,858
|
|
|
|
|
|
||||
Supplemental disclosures of non-cash investing and financing information:
|
|
|
|
||||
Property and equipment purchased but not yet paid
|
$
|
5,153
|
|
|
$
|
1,645
|
|
Re-issuance of treasury stock
|
$
|
59
|
|
|
$
|
43
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Alpha and Omega Semiconductor Limited
|
$
|
2,847
|
|
|
$
|
(1,611
|
)
|
|
$
|
6,154
|
|
|
$
|
(3,586
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares used to compute basic net income (loss) per share
|
23,481
|
|
|
22,269
|
|
|
23,256
|
|
|
22,483
|
|
||||
Diluted:
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares used to compute basic net income (loss) per share
|
23,481
|
|
|
22,269
|
|
|
23,256
|
|
|
22,483
|
|
||||
Effect of potentially dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock options, RSUs and ESPP shares
|
1,496
|
|
|
—
|
|
|
1,439
|
|
|
—
|
|
||||
Weighted average number of common shares used to compute diluted net income (loss) per share
|
24,977
|
|
|
22,269
|
|
|
24,695
|
|
|
22,483
|
|
||||
Net income (loss) per share attributable to Alpha and Omega Semiconductor Limited:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.12
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.26
|
|
|
$
|
(0.16
|
)
|
Diluted
|
$
|
0.11
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.25
|
|
|
$
|
(0.16
|
)
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
|
(in thousands)
|
|
(in thousands)
|
||||||||
Employee stock options and RSUs
|
—
|
|
|
3,299
|
|
|
123
|
|
|
3,458
|
|
ESPP
|
16
|
|
|
551
|
|
|
8
|
|
|
369
|
|
Total potential dilutive securities
|
16
|
|
|
3,850
|
|
|
131
|
|
|
3,827
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||
Percentage of revenue
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Customer A
|
27.0
|
%
|
|
24.0
|
%
|
|
25.6
|
%
|
|
23.6
|
%
|
Customer B
|
35.8
|
%
|
|
39.6
|
%
|
|
36.2
|
%
|
|
37.8
|
%
|
Customer C
|
10.7
|
%
|
|
10.8
|
%
|
|
12.3
|
%
|
|
12.6
|
%
|
|
December 31,
2016 |
|
June 30,
2016 |
||
Percentage of accounts receivable
|
|
||||
Customer A
|
35.8
|
%
|
|
21.3
|
%
|
Customer B
|
9.6
|
%
|
|
16.7
|
%
|
Customer C
|
24.7
|
%
|
|
27.2
|
%
|
|
December 31,
2016 |
|
June 30,
2016 |
||||
|
(in thousands)
|
||||||
Accounts receivable
|
$
|
42,109
|
|
|
$
|
43,324
|
|
Less: Allowance for price adjustments
|
(17,597
|
)
|
|
(16,700
|
)
|
||
Less: Allowance for doubtful accounts
|
(30
|
)
|
|
(30
|
)
|
||
Accounts receivable, net
|
$
|
24,482
|
|
|
$
|
26,594
|
|
|
December 31,
2016 |
|
June 30,
2016 |
||||
|
(in thousands)
|
||||||
Raw materials
|
$
|
25,622
|
|
|
$
|
23,982
|
|
Work in-process
|
34,369
|
|
|
32,446
|
|
||
Finished goods
|
10,248
|
|
|
12,420
|
|
||
|
$
|
70,239
|
|
|
$
|
68,848
|
|
|
December 31,
2016 |
|
June 30,
2016 |
||||
|
(in thousands)
|
||||||
Land
|
$
|
4,877
|
|
|
$
|
4,877
|
|
Building
|
4,325
|
|
|
4,323
|
|
||
Manufacturing machinery and equipment
|
201,425
|
|
|
193,164
|
|
||
Equipment and tooling
|
13,185
|
|
|
12,289
|
|
||
Computer equipment and software
|
23,921
|
|
|
23,448
|
|
||
Office furniture and equipment
|
1,943
|
|
|
1,822
|
|
||
Leasehold improvements
|
28,896
|
|
|
28,660
|
|
||
|
278,572
|
|
|
268,583
|
|
||
Less: Accumulated depreciation
|
(179,760
|
)
|
|
(168,687
|
)
|
||
|
98,812
|
|
|
99,896
|
|
||
Equipment and construction in progress
|
23,874
|
|
|
16,188
|
|
||
Property, plant and equipment, net
|
$
|
122,686
|
|
|
$
|
116,084
|
|
|
December 31,
2016 |
|
June 30,
2016 |
||||
|
(in thousands)
|
||||||
Prepayments for property and equipment
|
$
|
2,087
|
|
|
$
|
506
|
|
Prepayment for others
|
226
|
|
|
42
|
|
||
Prepaid income tax
|
4,998
|
|
|
—
|
|
||
Investment in a privately held company
|
100
|
|
|
100
|
|
||
Office leases deposits
|
2,546
|
|
|
1,427
|
|
||
Intangible assets
|
14
|
|
|
15
|
|
||
Goodwill
|
269
|
|
|
269
|
|
||
|
$
|
10,240
|
|
|
$
|
2,359
|
|
|
December 31,
2016 |
|
June 30,
2016 |
||||
|
(in thousands)
|
||||||
Accrued compensation and benefit
|
$
|
13,457
|
|
|
$
|
10,211
|
|
Warranty accrual
|
2,382
|
|
|
1,495
|
|
||
Stock rotation accrual
|
1,707
|
|
|
1,988
|
|
||
Accrued professional fees
|
1,741
|
|
|
1,867
|
|
||
Accrued inventory
|
448
|
|
|
918
|
|
||
Accrued facilities related expenses
|
1,269
|
|
|
1,544
|
|
||
Other accrued expenses
|
4,095
|
|
|
4,567
|
|
||
|
$
|
25,099
|
|
|
$
|
22,590
|
|
|
Six Months Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Beginning balance
|
$
|
1,495
|
|
|
$
|
1,957
|
|
Additions
|
1,040
|
|
|
747
|
|
||
Utilization
|
(153
|
)
|
|
(1,108
|
)
|
||
Ending balance
|
$
|
2,382
|
|
|
$
|
1,596
|
|
|
December 31,
2016 |
|
June 30,
2016 |
||||
|
(in thousands)
|
||||||
Deferred rent
|
$
|
623
|
|
|
$
|
741
|
|
|
|
Total AOS Stockholders' Equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||
Balance, June 30, 2016
|
|
$
|
242,142
|
|
|
$
|
(103
|
)
|
|
$
|
242,039
|
|
Contributions from noncontrolling interest
|
|
—
|
|
|
33,000
|
|
|
33,000
|
|
|||
Exercise of common stock options and release of RSUs
|
|
7,239
|
|
|
—
|
|
|
7,239
|
|
|||
Issuance of shares under ESPP
|
|
1,166
|
|
|
—
|
|
|
1,166
|
|
|||
Reissuance of treasury stock upon exercise of common stock options and release of RSUs
|
|
324
|
|
|
—
|
|
|
324
|
|
|||
Withholding tax on restricted stock units
|
|
(348
|
)
|
|
—
|
|
|
(348
|
)
|
|||
Stock-based compensation expense
|
|
2,870
|
|
|
—
|
|
|
2,870
|
|
|||
Net income (loss)
|
|
6,154
|
|
|
(2,067
|
)
|
|
4,087
|
|
|||
Cumulative translation adjustment
|
|
(1,191
|
)
|
|
(1,065
|
)
|
|
(2,256
|
)
|
|||
Balance, December 31, 2016
|
|
$
|
258,356
|
|
|
$
|
29,765
|
|
|
$
|
288,121
|
|
|
|
|
|
|
Weighted
|
|
|
|||||
|
|
|
Weighted
|
|
Average
|
|
|
|||||
|
|
|
Average
|
|
Remaining
|
|
|
|||||
|
Number of
|
|
Exercise Price
|
|
Contractual
|
|
Aggregate
|
|||||
|
Shares
|
|
Per Share
|
|
Term (in years)
|
|
Intrinsic Value
|
|||||
Outstanding at June 30, 2016
|
1,859,260
|
|
|
$
|
11.37
|
|
|
4.71
|
|
$
|
5,959,720
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
(637,406
|
)
|
|
$
|
11.87
|
|
|
|
|
$
|
5,189,023
|
|
Canceled or forfeited
|
(90,000
|
)
|
|
$
|
12.63
|
|
|
|
|
|
||
Outstanding at December 31, 2016
|
1,131,854
|
|
|
$
|
11.00
|
|
|
4.93
|
|
$
|
11,625,154
|
|
Options vested and expected to vest
|
1,121,561
|
|
|
$
|
11.03
|
|
|
4.91
|
|
$
|
11,484,305
|
|
Exercisable at December 31, 2016
|
951,973
|
|
|
$
|
11.65
|
|
|
4.50
|
|
$
|
9,162,612
|
|
|
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, 2016
|
933,063
|
|
|
$
|
9.18
|
|
|
1.73
|
|
$
|
12,997,568
|
|
Granted
|
109,617
|
|
|
$
|
20.18
|
|
|
|
|
|
||
Vested
|
(78,235
|
)
|
|
$
|
9.40
|
|
|
|
|
|
||
Forfeited
|
(18,725
|
)
|
|
$
|
10.94
|
|
|
|
|
|
||
Nonvested at December 31, 2016
|
945,720
|
|
|
$
|
10.40
|
|
|
1.40
|
|
$
|
20,115,464
|
|
RSUs vested and expected to vest
|
829,631
|
|
|
|
|
1.30
|
|
$
|
17,646,257
|
|
|
|
|
Six Months Ended December 31,
|
|
2016
|
Volatility rate
|
39.09%
|
Risk-free interest rate
|
0.6% - 1.0%
|
Expected term
|
1.3 years
|
Dividend yield
|
0%
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Cost of goods sold
|
$
|
205
|
|
|
$
|
157
|
|
|
$
|
400
|
|
|
$
|
288
|
|
Research and development
|
383
|
|
|
264
|
|
|
743
|
|
|
457
|
|
||||
Selling, general and administrative
|
966
|
|
|
664
|
|
|
1,727
|
|
|
1,129
|
|
||||
|
$
|
1,554
|
|
|
$
|
1,085
|
|
|
$
|
2,870
|
|
|
$
|
1,874
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Hong Kong
|
$
|
78,253
|
|
|
$
|
69,904
|
|
|
$
|
161,088
|
|
|
$
|
140,357
|
|
China
|
14,383
|
|
|
7,922
|
|
|
26,825
|
|
|
16,938
|
|
||||
South Korea
|
393
|
|
|
442
|
|
|
759
|
|
|
1,100
|
|
||||
United States
|
798
|
|
|
784
|
|
|
1,692
|
|
|
1,501
|
|
||||
Other Countries
|
860
|
|
|
773
|
|
|
1,685
|
|
|
1,368
|
|
||||
|
$
|
94,687
|
|
|
$
|
79,825
|
|
|
$
|
192,049
|
|
|
$
|
161,264
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Power discrete
|
$
|
69,822
|
|
|
$
|
59,392
|
|
|
$
|
141,250
|
|
|
$
|
119,305
|
|
Power IC
|
21,859
|
|
|
16,400
|
|
|
44,857
|
|
|
33,913
|
|
||||
Packaging and testing services
|
3,006
|
|
|
4,033
|
|
|
5,942
|
|
|
8,046
|
|
||||
|
$
|
94,687
|
|
|
$
|
79,825
|
|
|
$
|
192,049
|
|
|
$
|
161,264
|
|
|
December 31,
2016 |
|
June 30,
2016 |
||||
|
(in thousands)
|
||||||
China
|
$
|
68,639
|
|
|
$
|
64,272
|
|
United States
|
53,432
|
|
|
51,214
|
|
||
Other Countries
|
615
|
|
|
598
|
|
||
|
$
|
122,686
|
|
|
$
|
116,084
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
|
(in thousands)
|
|
(% of revenue)
|
|
(in thousands)
|
|
(% of revenue)
|
||||||||||||||||||||
Revenue
|
$
|
94,687
|
|
|
$
|
79,825
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
$
|
192,049
|
|
|
$
|
161,264
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold
|
72,593
|
|
|
64,853
|
|
|
76.7
|
%
|
|
81.2
|
%
|
|
148,011
|
|
|
131,231
|
|
|
77.1
|
%
|
|
81.4
|
%
|
||||
Gross profit
|
22,094
|
|
|
14,972
|
|
|
23.3
|
%
|
|
18.8
|
%
|
|
44,038
|
|
|
30,033
|
|
|
22.9
|
%
|
|
18.6
|
%
|
||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
7,284
|
|
|
5,941
|
|
|
7.7
|
%
|
|
7.4
|
%
|
|
14,303
|
|
|
12,105
|
|
|
7.4
|
%
|
|
7.5
|
%
|
||||
Selling, general and administrative
|
11,974
|
|
|
8,872
|
|
|
12.6
|
%
|
|
11.1
|
%
|
|
23,157
|
|
|
18,369
|
|
|
12.1
|
%
|
|
11.4
|
%
|
||||
Impairment of long-lived assets
|
—
|
|
|
432
|
|
|
—
|
%
|
|
0.5
|
%
|
|
—
|
|
|
432
|
|
|
—
|
%
|
|
0.3
|
%
|
||||
Total operating expenses
|
19,258
|
|
|
15,245
|
|
|
20.3
|
%
|
|
19.0
|
%
|
|
37,460
|
|
|
30,906
|
|
|
19.5
|
%
|
|
19.2
|
%
|
||||
Operating income (loss)
|
2,836
|
|
|
(273
|
)
|
|
3.0
|
%
|
|
(0.2
|
)%
|
|
6,578
|
|
|
(873
|
)
|
|
3.4
|
%
|
|
(0.6
|
)%
|
||||
Interest income and other income (loss), net
|
(70
|
)
|
|
(316
|
)
|
|
(0.1
|
)%
|
|
(0.4
|
)%
|
|
(119
|
)
|
|
(467
|
)
|
|
(0.1
|
)%
|
|
(0.3
|
)%
|
||||
Interest expense
|
(24
|
)
|
|
(7
|
)
|
|
—
|
%
|
|
—
|
%
|
|
(50
|
)
|
|
(17
|
)
|
|
—
|
%
|
|
—
|
%
|
||||
Net Income (loss) before income taxes
|
2,742
|
|
|
(596
|
)
|
|
2.9
|
%
|
|
(0.6
|
)%
|
|
6,409
|
|
|
(1,357
|
)
|
|
3.3
|
%
|
|
(0.9
|
)%
|
||||
Income tax expense
|
1,085
|
|
|
1,015
|
|
|
1.1
|
%
|
|
1.3
|
%
|
|
2,322
|
|
|
2,229
|
|
|
1.2
|
%
|
|
1.4
|
%
|
||||
Net income (loss) including noncontrolling interest
|
1,657
|
|
|
(1,611
|
)
|
|
1.8
|
%
|
|
(1.9
|
)%
|
|
4,087
|
|
|
(3,586
|
)
|
|
2.1
|
%
|
|
(2.3
|
)%
|
||||
Net loss attributable to noncontrolling interest
|
(1,190
|
)
|
|
—
|
|
|
(1.3
|
)%
|
|
—
|
%
|
|
(2,067
|
)
|
|
—
|
|
|
(1.1
|
)%
|
|
—
|
%
|
||||
Net income (loss) attributable to Alpha and Omega Semiconductor Limited
|
$
|
2,847
|
|
|
$
|
(1,611
|
)
|
|
3.1
|
%
|
|
(1.9
|
)%
|
|
$
|
6,154
|
|
|
$
|
(3,586
|
)
|
|
3.2
|
%
|
|
(2.3
|
)%
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
|
(in thousands)
|
|
(% of revenue)
|
|
(in thousands)
|
|
(% of revenue)
|
||||||||||||||||||||
Cost of goods sold
|
$
|
205
|
|
|
$
|
157
|
|
|
0.2
|
%
|
|
0.2
|
%
|
|
$
|
400
|
|
|
$
|
288
|
|
|
0.2
|
%
|
|
0.2
|
%
|
Research and development
|
383
|
|
|
264
|
|
|
0.4
|
%
|
|
0.3
|
%
|
|
743
|
|
|
457
|
|
|
0.4
|
%
|
|
0.3
|
%
|
||||
Selling, general and administrative
|
966
|
|
|
664
|
|
|
1.0
|
%
|
|
0.8
|
%
|
|
1,727
|
|
|
1,129
|
|
|
0.9
|
%
|
|
0.7
|
%
|
||||
Total
|
$
|
1,554
|
|
|
$
|
1,085
|
|
|
1.6
|
%
|
|
1.3
|
%
|
|
$
|
2,870
|
|
|
$
|
1,874
|
|
|
1.5
|
%
|
|
1.2
|
%
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
||||||||||||||||||
Power discrete
|
$
|
69,822
|
|
|
$
|
59,392
|
|
|
$
|
10,430
|
|
|
17.6
|
%
|
|
$
|
141,250
|
|
|
$
|
119,305
|
|
|
$
|
21,945
|
|
|
18.4
|
%
|
Power IC
|
21,859
|
|
|
16,400
|
|
|
5,459
|
|
|
33.3
|
%
|
|
44,857
|
|
|
33,913
|
|
|
10,944
|
|
|
32.3
|
%
|
||||||
Packaging and testing services
|
3,006
|
|
|
4,033
|
|
|
(1,027
|
)
|
|
(25.5
|
)%
|
|
5,942
|
|
|
8,046
|
|
|
(2,104
|
)
|
|
(26.1
|
)%
|
||||||
|
$
|
94,687
|
|
|
$
|
79,825
|
|
|
$
|
14,862
|
|
|
18.6
|
%
|
|
$
|
192,049
|
|
|
$
|
161,264
|
|
|
$
|
30,785
|
|
|
19.1
|
%
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
||||||||||||||||||
Cost of goods sold
|
$
|
72,593
|
|
|
$
|
64,853
|
|
|
$
|
7,740
|
|
|
11.9
|
%
|
|
$
|
148,011
|
|
|
$
|
131,231
|
|
|
$
|
16,780
|
|
|
12.8
|
%
|
Percentage of revenue
|
76.7
|
%
|
|
81.2
|
%
|
|
|
|
|
|
|
77.1
|
%
|
|
81.4
|
%
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gross profit
|
$
|
22,094
|
|
|
$
|
14,972
|
|
|
$
|
7,122
|
|
|
47.6
|
%
|
|
$
|
44,038
|
|
|
$
|
30,033
|
|
|
$
|
14,005
|
|
|
46.6
|
%
|
Percentage of revenue
|
23.3
|
%
|
|
18.8
|
%
|
|
|
|
|
|
|
22.9
|
%
|
|
18.6
|
%
|
|
|
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
||||||||||||||||||
Research and development
|
$
|
7,284
|
|
|
$
|
5,941
|
|
|
$
|
1,343
|
|
|
22.6
|
%
|
|
$
|
14,303
|
|
|
$
|
12,105
|
|
|
$
|
2,198
|
|
|
18.2
|
%
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
||||||||||||||||||
Selling, general and administrative
|
$
|
11,974
|
|
|
$
|
8,872
|
|
|
$
|
3,102
|
|
|
35.0
|
%
|
|
$
|
23,157
|
|
|
$
|
18,369
|
|
|
$
|
4,788
|
|
|
26.1
|
%
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
||||||||||||||||||
Impairment of long-lived assets
|
$
|
—
|
|
|
$
|
432
|
|
|
$
|
(432
|
)
|
|
(100.0
|
)%
|
|
$
|
—
|
|
|
$
|
432
|
|
|
$
|
(432
|
)
|
|
(100.0
|
)%
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
||||||||||||||||||
Interest income and other income (loss), net
|
$
|
(70
|
)
|
|
$
|
(316
|
)
|
|
$
|
246
|
|
|
(77.8
|
)%
|
|
$
|
(119
|
)
|
|
$
|
(467
|
)
|
|
$
|
348
|
|
|
(74.5
|
)%
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
|
(in thousands)
|
|
(in thousands)
|
|
(in percentage)
|
||||||||||||||||||
Income tax expense
|
$
|
1,085
|
|
|
$
|
1,015
|
|
|
$
|
70
|
|
|
6.9
|
%
|
|
$
|
2,322
|
|
|
$
|
2,229
|
|
|
$
|
93
|
|
|
4.2
|
%
|
|
Six Months Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
18,069
|
|
|
$
|
24,631
|
|
Net cash used in investing activities
|
(23,464
|
)
|
|
(10,633
|
)
|
||
Net cash provided by (used in) financing activities
|
40,973
|
|
|
(38,130
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(559
|
)
|
|
(95
|
)
|
||
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
$
|
35,019
|
|
|
$
|
(24,227
|
)
|
|
|
|
|
10.1
|
Form of Indemnification Agreement
|
31.1
|
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
XBRL Instance
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
XBRL Taxonomy Extension Calculation
|
101.DEF
|
XBRL Taxonomy Extension Definition
|
101.LAB
|
XBRL Taxonomy Extension Labels
|
101.PRE
|
XBRL Taxonomy Extension Presentation
|
|
|
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
|
|
|
|
By:
|
/s/ YIFAN LIANG
|
|
Yifan Liang
|
|
Chief Financial Officer and Corporate Secretary
|
|
(Principal Financial Officer)
|
|
|
|
|
|
||
|
||||||
|
INDEMNITEE
|
|
||||
|
Signature:
|
___________________
|
||||
|
Title:
|
|
||||
|
Address:
[ ]
|
|
||||
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Alpha and Omega Semiconductor Limited (the "registrant");
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Mike F. Chang
|
Mike F. Chang
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Alpha and Omega Semiconductor Limited (the "registrant");
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Yifan Liang
|
Yifan Liang
Chief Financial Officer and Corporate Secretary
|
a.
|
the Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended
December 31, 2016
(the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
b.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Mike F. Chang
|
Mike F. Chang
Chief Executive Officer
|
a.
|
the Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended
December 31, 2016
(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
|