What changed in this filing

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Item 9A. Controls and Procedures

2024-08-23 compared with 2023-08-29 · 251 added, 347 removed, 1196 unchanged (33% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)), as of the end of the period covered by this report.

Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures were not effective as of June 30, 2023, as a result of a material weakness in our internal control over financial reporting as described in more detail below .

The material weakness described herein did not result in any identified misstatements to the financial statements, and there were no changes to our historical financial statements.

Notwithstanding such material weakness, our financial statements and other financial information included in this Annual Report on Form 10-K fairly present in all material respects our financial condition, results of operations, and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024, the end of the period covered by this Annual Report on Form 10-K.

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to a company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Based upon that evaluation as of the end of the period covered in this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2024.

Management’s Annual Report on Internal Control over Financial Reporting

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Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), as amended from time to time.

Based on the assessment, our management concluded that the Company's internal control over financial reporting was not effective as of June 30, 2023 as a result of the material weakness as described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with management’s evaluation of the effectiveness of our internal control over financial reporting described above, management identified a material weakness in our internal control over financial reporting due to the fact that we did not:

(1) design and maintain effective information technology general controls in the areas of user access, and segregation of duties for one of the information technology systems that supports the Company’s financial reporting over inventory (work in process and finished goods) in costing;

Based on the assessment, our management concluded that the Company's internal control over financial reporting was effective as of June 30, 2024.

The effectiveness of the Company’s internal control over financial reporting as of June 30, 2024 has been audited by Baker Tilly US, LLP, an independent registered public accounting firm, as stated in their report, i ncluded on page 67.

Remediation of Previously Disclosed Material Weakness

As previously disclosed in Item 9A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “prior year Form 10-K”), and in subsequent quarterly reports, we did not (i) design and maintain effective information technology general controls in the areas of user access, and segregation of duties for one of the information technology systems that supports the Company’s financial reporting over inventory (work in process and finished goods) in costing;

and (ii) identify and test controls to ensure the reliability of the costing of inventory (work in process and finished goods).

The effectiveness of the Company’s internal control over financial reporting as of June 30, 2023 has been audited by Baker Tilly US, LLP, an independent registered public accounting firm, as stated in their report, included on page 68 .

REMEDIATION PLAN

Our management, with oversight from our Audit Committee, is in the process of developing and implementing remediation plans in response to the identified material weakness described above.

Specifically, we are designing and

implementing additional measures to further improve information technology general controls in the areas of user access in order to ensure segregation of duties for our system that supports financial reporting over inventory (work in process and finished goods) in costing, and to identify and test control to ensure reliability of costing of inventory (work in process and finished goods).

The material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

We believe the measures described above will remediate the control deficiencies we have identified and strengthen our internal control over financial reporting.

We are committed to continuing to improve our internal control processes and will continue to review, optimize and enhance our financial reporting controls and procedures.

The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations.

As we continue to evaluate and take actions to improve our internal control over financial reporting, we may determine to take additional actions to address control deficiencies or determine to modify certain of the remediation measures described above.

Limitation on the Effectiveness of Controls

We executed the following remediation measures, including testing and evaluation of the newly designed and enhanced controls:

• Designed and implemented controls to further improve information technology general controls in the areas of user access and segregation of duties (work in process and finished goods);

• Designed and implemented controls over inventory costing (work in process and finished goods)

Based upon the above, we have determined that these control activities are appropriately designed and implemented, and operating effectively for a sufficient period of time to conclude that the previously identified material weakness has been remediated as of June 30, 2024.

Changes in Internal Control Over Financial Reporting

As required by Rule 13a-15(d) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated our internal control over financial reporting to determine whether any changes occurred during the fourth fiscal quarter covered by this Form 10-K that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

Except for the remediation efforts implemented in connection with the material weakness discussed above, there were no changes during the quarter ended June 30, 2024.

Inherent Limitations on the Effectiveness of Controls

While our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance that their respective objectives will be met, we do not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors and all fraud.

Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met.

Changes in Internal Control Over Financial Reporting

As required by Rule 13a-15(d) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated our internal control over financial reporting to determine whether any changes occurred during the fourth fiscal quarter covered by this Form 10-K that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

Based on that evaluation, there has been no such change during the fourth fiscal quarter of 2023 other than the material weakness and related remediation measures as described above.

Other Information

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Aggregate number of shares common shares to be sold pursuant to 10b5-1 trading agreements

Mike Chang Executive Chairman and Director May 26, 2023 March 15, 2024 180,000

Yifan Liang Chief Financial Officer May 24, 2023 August 15, 2024 80,000

1 Each plan will expire on the earlier of the end date and the completion of all transactions under the trading arrangement.

Chief Operating Officer

June 12, 2024 November 29, 2024 11,529

1 This plan will expire on the earlier of the end date and the completion of all transactions under the trading arrangement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Alpha and Omega Semiconductor Limited

To the stockholders and the Board of Directors of Alpha and Omega Semiconductor Limited:

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of Alpha and Omega Semiconductor Limited (the "Company") as of June 30, 2023, the related consolidated statements of operations, comprehensive income, equity, and cash flows, for the year then ended, and the related notes and schedule (collectively referred to as the "consolidated financial statements").

We also have audited the Company’s internal control over financial reporting as of June 30, 2023, based on criteria established in Internal Control – Integrated Framework:

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of June 30, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date as the Company did not:

(i) design and maintain effective information technology general controls in the areas of user access, and segregation of duties for one of the information technology systems that supports the Company’s financial reporting over inventory (work in process and finished goods) in costing;

and (ii) identify and test controls to ensure the reliability of the costing of inventory (work in process and finished goods).

The material weakness referred to above is described in Management’s Annual Report on Internal Control Over Financial Reporting included in Item 9A of this Annual Report on Form 10-K.

We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

We have audited the accompanying consolidated balance sheets of Alpha and Omega Semiconductor Limited (the "Company") as of June 30, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the two years in the period ended June 30, 2024, and the related notes and schedule (collectively referred to as the "consolidated financial statements").

We also have audited the Company’s internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.

Basis for Opinions

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Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

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A company's internal control over financial reporting is a process designed 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.

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate .

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Excess and Obsolete Inventory Reserve

The Company’s inventory, net totaled $183 million as of June 30, 2023, representing approximately 15% of total assets.

As described in Notes 1 and 6 to the consolidated financial statements, the Company assesses the valuation of its inventory on a periodic basis and provides an allowance based on several factors including inventory quantities on hand as compared with its sales forecasts, historical usage, aging of inventories, production yield levels and current product selling prices.

As described in Note 1 of the consolidated financial statements, the Company assesses the valuation of its inventory on a periodic basis and provides an allowance based on several factors including inventory quantities on hand as compared with its sales forecasts, historical usage, aging of inventories, production yield levels and current product selling prices.

We identified the provision for excess and obsolete inventory as a critical audit matter because the determination of excess and obsolete inventory reserves is judgmental and considers several factors that are affected by market and economic conditions, such as company forecasts, dynamic pricing environments, and industry supply and demand.

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Our audit procedures related to management’s estimates used in the valuation of inventory included the following, among others:

• We evaluated and tested the design and operating effectiveness of the Company's internal controls over the costing of inventory, the calculation of lower of cost or net realizable value reserves including related estimated costs and selling prices, and the determination of demand forecasts and related application against on hand inventory.

• We evaluated and tested the design and operating effectiveness of the Company's internal controls over the valuation of inventory, including the calculation of lower of cost or net realizable value reserves, and the determination of demand forecasts and related application against on hand inventory.

• We reviewed the reasonableness of the Company’s methodology for estimating the valuation of inventories by evaluating factors including excess units on hand based on ending inventory quantities compared to forecasted shipment quantities.

• We tested the significant assumptions, including product demand forecasts, and the underlying data used in management's inventory valuation assessment.

• We tested the significant assumptions, including product demand forecasts, and the completeness and accuracy of the underlying data used in management's inventory valuation assessment.

• We evaluated management’s ability to accurately estimate forecasted demand by comparing estimates made in prior periods to the historical actual results for those same periods.

Allowance for Price Adjustments

The Company recorded allowance for price adjustments of $40 million as of June 30, 2023.

As described in Notes 1 and 6, the Company provides special pricing to certain distributors, primarily based on volume, to encourage resale of the Company's products and records a reduction of revenue and a corresponding allowance for price adjustments against accounts receivable on the consolidated balance sheet.

Estimating the allowance for price adjustments requires management to make certain assumptions including historical customer ship and debit credit rates and credit lag times on such revenues.

Revenue recognition – Variable consideration of the allowance for price adjustments

As described in Notes 1 and 6 of the consolidated financial statements, the Company provides special pricing to certain distributors, primarily based on volume, to encourage resale of the Company's products.

The Company estimates the variable consideration of the allowance for price adjustments at the time revenue is recognized.

The Company records a reduction of revenue and a corresponding allowance for price adjustments against accounts receivable on the consolidated balance sheets.

Estimating the allowance for price adjustments requires management to make certain assumptions including distributor inventory levels, forecasted distributor selling prices, distributor margins and future demand for products .

These assumptions could be affected by current and future economic and market conditions.

We identified the allowance for price adjustments as a critical audit matter because auditing management’s estimate of the allowance for price adjustments was complex and judgmental due to the significant estimation required by management.

We identified the variable consideration of the allowance for price adjustments as a critical audit matter because auditing management’s estimate of the allowance for price adjustments was complex, due to the significant assumptions used in estimating the variable consideration.

How the critical audit matter was addressed in the audit

Our audit procedures included the following, among others:

• We evaluated and tested the design and operating effectiveness of the Company's internal controls over the measurement of the allowance for price adjustments, including testing controls over management’s review of the allowance calculation and the underlying assumptions used to develop the estimate.

Our audit procedures related to management’s estimate of the variable consideration of the allowance for price adjustments included the following, among others:

• We evaluated and tested the design and operating effectiveness of the Company's internal controls for estimating the variable consideration of the allowance for price adjustments, including testing controls over management’s review of the allowance calculation and the underlying assumptions used to develop the estimate.

• We confirmed the quantity of select distributor inventories.

• We vouched revenues and allowance for price adjustments to supporting documents.

• We evaluated the reasonableness of management’s assumptions by comparing the significant assumptions (ship and debit claims percentage history and the relevant cycle time period between when sales are made by distributors to their end customers and when ship and debit credit memos are issued by the Company to distributors) used to historical customer trends, including testing the completeness and accuracy of the underlying data.

• We tested revenues and allowance for price adjustments and agreed to supporting documents.

• We evaluated the reasonableness of management’s significant assumptions by comparing them to the forecasted distributor selling prices, as well as historical results of the company, including testing the completeness and accuracy of the underlying data.

/s/ Baker Tilly US, LLP

We have served as the Company's auditor since 2022.

Mountain View, California

San Jose, California

August 23, 2024

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Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Alpha & Omega Semiconductor Limited (the “Company”) as of June 30, 2022, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the two years in the period ended June 30, 2022, and the related notes and schedule (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2022, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated statements of operations, and comprehensive income (loss), stockholders’ equity, and cash flows of Alpha and Omega Semiconductor Limited (the “Company”) for the year ended June 30, 2022, and the related notes and schedule (collectively referred to as the “Consolidated Financial Statements”).

In our opinion, the Consolidated Financial Statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended June 30, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These Consolidated Financial Statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s Consolidated Financial Statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Consolidated Financial Statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the Consolidated Financial Statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the Consolidated Financial Statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Consolidated Financial Statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ BDO USA, LLP

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Additional paid-in capital 353,109 329,034

Accumulated other comprehensive income (loss) ( 8,111 ) 1,080

Accumulated other comprehensive loss ( 13,419 ) ( 8,111 )

Retained earnings 631,058 642,291

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ALPHA AND OMEGA SEMICONDUCTOR LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

Year ended June 30,

2023 2022 2021

Net income including noncontrolling interest $ 12,364 $ 453,183 $ 56,289

Other comprehensive income, net of tax

Foreign currency translation adjustment ( 9,191 ) 1,307 14,190

Cumulative translation adjustment removal due to deconsolidation of the JV Company — ( 3,642 ) —

Comprehensive income 3,173 450,848 70,479

Noncontrolling interest — ( 1,080 ) 4,921

Comprehensive income attributable to Alpha and Omega Semiconductor Limited $ 3,173 $ 451,928 $ 65,558

The accompanying notes are an integral part of these consolidated financial statements.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS

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Total operating expenses 175,674 177,007 166,518

Operating income 22,529 102,038 64,076

Operating income (loss)

( 3,756 ) 22,529 102,038

Other income (loss), net

Interest expense, net ( 1,087 ) ( 3,920 ) ( 6,308 )

( 73 ) ( 1,730 ) 999

Interest income (expense), net 1,186 ( 1,087 ) ( 3,920 )

Gain on deconsolidation of the JV Company — — 399,093

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

Net income before income taxes 19,712 495,070 60,224

Net income (loss) before income taxes

( 2,643 ) 19,712 495,070

Income tax expense 3,649 5,937 39,258

Net income before loss from equity method investment 13,775 455,812 56,289

Net income (loss) before loss from equity method investment ( 6,292 ) 13,775 455,812

Equity method investment loss from equity investee ( 4,789 ) ( 1,411 ) ( 2,629 )

Net income 12,364 453,183 56,289

Net income (loss) attributable to noncontrolling interest — 20 ( 1,827 )

Net income attributable to Alpha and Omega Semiconductor Limited $ 12,364 $ 453,163 $ 58,116

Net income per common share attributable to Alpha and Omega Semiconductor Limited

Net income (loss) ( 11,081 ) 12,364 453,183

Net income attributable to noncontrolling interest — — 20

Net income (loss) attributable to Alpha and Omega Semiconductor Limited $ ( 11,081 ) $ 12,364 $ 453,163

Net income (loss) per common share attributable to Alpha and Omega Semiconductor Limited

Basic $ ( 0.39 ) $ 0.45 $ 16.93

Diluted $ ( 0.39 ) $ 0.42 $ 16.07

Weighted average number of common share attributable to Alpha and Omega Semiconductor Limited used to compute net income per share:

Weighted average number of common share attributable to Alpha and Omega Semiconductor Limited used to compute net income (loss) per share:

Basic 28,236 27,552 26,764

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ALPHA AND OMEGA SEMICONDUCTOR LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

Year ended June 30,

2024 2023 2022

Net income (loss) including noncontrolling interest $ ( 11,081 ) $ 12,364 $ 453,183

Other comprehensive income (loss), net of tax

Foreign currency translation adjustment ( 5,308 ) ( 9,191 ) 1,307

Cumulative translation adjustment removal due to deconsolidation of the JV Company — — ( 3,642 )

Comprehensive income (loss) ( 16,389 ) 3,173 450,848

Noncontrolling interest — — ( 1,080 )

Comprehensive income (loss) attributable to Alpha and Omega Semiconductor Limited $ ( 16,389 ) $ 3,173 $ 451,928

The accompanying notes are an integral part of these consolidated financial statements.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

CONSOLIDATED STATEMENTS OF EQUITY

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Restricted stock units settlement in connection with service — — — — — — 400 — — 400 — 400

Net income (loss) including noncontrolling interest — — — — — — — — 58,116 58,116 ( 1,827 ) 56,289

Net income including noncontrolling interest through December 1, 2021 — — — — — — — — 453,163 453,163 20 453,183

Foreign currency translation adjustment — — — — — — — 558 — 558 749 1,307

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

Balance, June 30, 2022 — — 33,988 68 ( 6,617 ) ( 66,000 ) 288,951 1,080 629,994 854,093 — 854,093

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Issuance of shares under Employee Stock Purchase Plan — — 350 1 — — 8,426 — — 8,427 — 8,427

Repurchase of common shares under share repurchase program — — ( 548 ) ( 13,432 ) — — — ( 13,432 ) — ( 13,432 )

Share-based compensation expense — — — — — — 37,488 — — 37,488 — 37,488

Restricted stock units settlement in connection with service — — — — — — 400 — — 400 — 400

Net income (loss) including noncontrolling interest through December 1, 2021 — — — — — — — — 453,163 453,163 20 453,183

Net income — — — — — — — — 12,364 12,364 — 12,364

Foreign currency translation adjustment — — — — — — — ( 9,191 ) — ( 9,191 ) — ( 9,191 )

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

Balance, June 30, 2023 — — 34,811 70 ( 7,157 ) ( 79,365 ) 329,034 ( 8,111 ) 642,291 883,919 — 883,919

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Issuance of shares under Employee Stock Purchase Plan — — 406 — — — 7,801 — — 7,801 — 7,801

Repurchase of common shares under share repurchase program — — ( 548 ) ( 13,432 ) — — — ( 13,432 ) — ( 13,432 )

Share-based compensation expense — — — — — — 21,641 — — 21,641 — 21,641

Net income — — — — — — — — 12,364 12,364 — 12,364

— — — — — — — — ( 11,081 ) ( 11,081 ) — ( 11,081 )

Foreign currency translation adjustment — — — — — — — ( 5,308 ) — ( 5,308 ) — ( 5,308 )

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Cash flows from operating activities

Net income including noncontrolling interest $ 12,364 $ 453,183 $ 56,289

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss) including noncontrolling interest $ ( 11,081 ) $ 12,364 $ 453,183

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Gain on deconsolidation of the JV Company — — ( 399,093 )

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Income taxes payable on deconsolidation and changes of equity interest in the JV Company — — 3,490

Increase in deferred revenue 8,073 — —

Increase (decrease) in deferred revenue ( 5,482 ) 8,073 —

Accrued and other liabilities ( 33,760 ) ( 45,545 ) 76,407

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Proceeds from sale of property and equipment 383 167 135

Government grant related to equipment 631 1,444 119

Government grants related to equipment 961 631 1,444

Net cash used in investing activities ( 35,744 ) ( 109,630 ) ( 130,822 )

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Repayments of borrowings ( 11,472 ) ( 26,598 ) ( 35,748 )

Principal payments on capital leases ( 810 ) ( 4,176 ) ( 16,451 )

Principal payments on finance leases ( 867 ) ( 810 ) ( 4,176 )

Net cash provided by (used in) financing activities ( 9,903 ) ( 29,611 ) 21,854

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Restricted cash 413 415 299

Restricted cash - long-term — — 2,168

Total cash, cash equivalents, and restricted cash $ 175,540 $ 195,603 $ 314,651

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Alpha and Omega Semiconductor Limited and its subsidiaries (the “Company”, “AOS”, “we” or “us”) design, develop and supply a broad range of power semiconductors.

The Company's portfolio of products targets high-volume applications, including personal computers, graphic cards, flat panel TVs, home appliances, smart phones, battery packs, quick chargers, home appliances, consumer and industrial motor controls and power supplies for TVs, computers, servers and telecommunications equipment.

The Company's portfolio of products targets high-volume applications, including personal and portable computers, graphic cards, flat panel TVs, home appliances, smart phones, battery packs, quick chargers, home appliances, consumer and industrial motor controls and power supplies for TVs, computers, servers and telecommunications equipment.

The Company conducts its operations primarily in the United States of America (“USA”), Hong Kong, China, and South Korea.

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Such reduction reflects (i) the sale by the Company of approximately 2.1 % of the outstanding JV equity interest which resulted in the deconsolidation of the JV Company, (ii) additional sale by the Company of approximately 1.1 % of outstanding JV equity interest in December 2021, (iii) the adoption of an employee equity incentive plan and the issuance of additional equity interest equivalent to 3.99 % of the JV Company to investors in exchange for cash in December 2021, and (iv) issuance of additional equity interest of JV to investors in January 2022.

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

During the first half of calendar year 2022, the Company's operations were negatively impacted by China’s zero-Covid policy that resulted in factory shutdowns and supply chain shortages, including the temporary suspension of our factory operations in Shanghai from April to June 2022.

In December 2022, the Chinese government issued new guidelines easing some of its strict zero-COVID policies, including the relaxation of testing requirements and travel restrictions.

During the three months ended March 31, 2023, China and other parts of the world in which we conduct our business have ended pandemic restriction and have largely returned to normal.

In general, our business operations are no longer affected by the COVID-19 pandemic.

In February 2024, the JV Company repurchased certain shares that were previously issued to employees under the employee equity incentive plan, which increased the Company’s percentage of equity ownership in the JV Company by 0.54 %.

As of June 30, 2024, the percentage of outstanding JV equity interest beneficially owned by the Company was 42.8 %.

Risks and Uncertainties

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the macroeconomic condition and cyclical nature of the semiconductor industry;

the timing and success of new product development, including market receptiveness, operation of in-house manufacturing facilities, litigation or claims against the Company based on intellectual property, patent, product regulatory or other factors, competition from other products, general economic conditions, the inability to attract and retain qualified employees, lack of control to the JV Company and ultimately to sustain profitable operations, risks associated with doing business in China, and ability to diversify products and develop digital business;

the timing and success of new product development, including market receptiveness, operation of in-house manufacturing facilities, litigation or claims against the Company based on intellectual property, patent, product regulatory or other factors, competition from other products, general economic conditions, the inability to attract and retain qualified employees, lack of control of the JV Company and ultimately to sustain profitable operations, risks associated with doing business in China, and ability to diversify products and develop digital business;

the general state of the U.S., China and world economies;

the loss of any of its larger customers;

restrictions on the

Company’s ability to sell to foreign customers due to trade laws, regulations and requirements;

restrictions on the Company’s ability to sell to foreign customers due to trade laws, regulations and requirements;

disruptions of the supply chain of components needed for our products;

6 unchanged sentences

The Company's revenue is limited by its ability to utilize wafer production and packaging and testing capacity from its in-house facilities and obtain adequate wafer supplies from third-party foundries.

The Company entered into an agreement with the JV Company pursuant to which the JV Company agrees to provide the Company with a guaranteed supply of a fixed number of wafers until December 2023.

Currently the Company's main third-party foundry is Shanghai Hua Hong Grace Electronic Company Limited, or HHGrace, located in Shanghai, China.

8 unchanged sentences

To the extent there are material differences between these estimates and actual results, the Company's consolidated financial statements will be affected.

On an ongoing basis, the Company evaluates the estimates, judgments and assumptions including those related to stock rotation returns, price adjustments, allowance for doubtful accounts, inventory reserves, warranty accrual, income taxes, leases, share-based compensation, recoverability of and useful lives for property, plant and equipment and intangible assets, as well as the economic implications of the COVID-19 pandemic.

Foreign Currency Transactions and Translation

8 unchanged sentences

dollars using exchange rates at balance sheet dates for assets and liabilities and using average exchange rates for income and expenses items.

The resulting translation differences are presented as a separate component of accumulated other comprehensive income (loss) and noncontrolling interest in the consolidated statements of equity.

The resulting translation differences are presented as a separate component of accumulated other comprehensive income (loss) in the consolidated statements of equity.

Cash, Cash Equivalents and Restricted Cash

10 unchanged sentences

Accounts Receivable, net

The allowance for doubtful accounts is based on assessment of the collectability of accounts receivable from customers.

The allowance for expected credit loss is based on assessment of the expected collectability of accounts receivable from customers.

The Company reviews the allowance by considering factors such as historical collection experience, credit quality, age of the accounts receivable balances and current economic conditions that may affect a customer's ability to pay.

The Company writes off a receivable and charges against its recorded allowance when it has exhausted its collection efforts without success.

Company writes off a receivable and charges against its recorded allowance when it has exhausted its collection efforts without success.

Fair Value Measurements

30 unchanged sentences

Equipment and construction in progress represent equipment received but the necessary installation has not been fully performed or building construction and leasehold improvements have been started but not yet completed.

Equipment and construction in progress are stated at cost and transferred to respective asset class when fully completed and ready for their intended use.

Equipment and construction in progress are stated at cost and transferred to the respective asset class when fully completed and ready for their intended use.

Internal-use software development costs are capitalized to the extent that the costs are directly associated with the development of identifiable and unique software products controlled by the Company that will probably generate economic benefits beyond one year.

11 unchanged sentences

The Company records such grants either as a reduction of the related expense, a reduction of the cost of the related asset, or as other income depending upon the nature of the grant.

As a result of such grants, during the fiscal year ended June 30, 2023, the Company reduced property, plant and equipment by $ 0.6 million and operating expenses by $ 0.1 million.

As a result of such grants, during the fiscal year ended June 30, 2024, the Company reduced property, plant and equipment by $ 1.0 million.

During the fiscal year ended June 30, 2023, the Company reduced property, plant and equipment by $ 0.6 million and operating expenses by $ 0.1 million.

During the fiscal year ended June 30, 2022, the Company reduced interest expense by $ 0.9 million, property, plant and equipment by $ 1.4 million, and operating expenses by $ 0.2 million.

During the fiscal year ended June 30, 2021, the Company reduced interest expenses by $ 3.0 million, property, plant and equipment by $ 0.1 million, and operating expenses by $ 3.7 million.

Long-lived Assets

The Company reviews all long-lived assets whenever events or changes in circumstance indicate that these assets may not be recoverable.

When evaluating long-lived assets, if the Company concludes that the estimated undiscounted cash flows attributable to the assets are less than their carrying value, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their respective fair values, which could adversely affect our results of operations.

There was no impairment of long-lived assets for fiscal years 2024, 2023 and 2022.

6 unchanged sentences

and (5) recognition of revenue when, or as, a performance obligation is satisfied.

The Company recognizes product revenue at a point in time when product is shipped to the customer, as determined by the agreed upon shipping terms, net of estimated stock rotation returns and price adjustments that it

expects to provide to certain distributors.

The Company presents revenue net of sales taxes and any similar assessments.

8 unchanged sentences

The Company elected to apply the practical expedient provided in ASC 606, “Revenue from Contracts with Customers”.

Therefore, the Company is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.

Therefore, the Company is not

required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.

The Company recognizes the incremental direct costs of obtaining a contract, which consist of sales commissions, when control over the products they relate to transfers to the customer.

2 unchanged sentences

License and Development Services Revenue Recognition

In February 2023, the Company entered into a license agreement with a customer to license the Company’s proprietary SiC technology and to provide 24-months of engineering and development services for a total fee of $ 45 million, consisting of an upfront fee of $ 18 million and $ 6.8 million paid to the Company in March 2023 and July 2023, respectively, with the remaining amount to be paid upon the achievement of specified engineering services and product milestones.

In February 2023, the Company entered into a license agreement with a customer to license the Company’s proprietary SiC technology and to provide 24-months of engineering and development services for a total fee of $ 45.0 million, consisting of an upfront fee of $ 18.0 million, $ 6.8 million and $ 9.0 million paid to the Company in March 2023, July 2023 and February 2024, respectively, with the remaining amount to be paid upon the achievement of specified engineering services and product milestones.

The license and development fee is determined to be one performance obligation and is recognized over the 24 months when the Company performs the engineering and development services.

The Company uses the input method to measure progression, representing a faithful depiction of the transfer of services.

During the fiscal year ended June 30, 2023, the Company recorded $ 9.9 million of license and development revenue.

During the fiscal years ended June 30, 2024 and 2023, the Company recorded $ 21.2 million and $ 9.9 million of license and development revenue, respectively.

The amount of contract liability is recorded as deferred revenue on the consolidated balance sheets.

4 unchanged sentences

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.

The Company determined its incremental borrowing rate based on the information available at the lease commencement date.

The Company determines its incremental borrowing rate based on the information available at the lease commencement date.

The operating lease ROU assets also include any lease payments made and exclude lease incentives.

5 unchanged sentences

Product Warranty

The Company provides a standard one-year warranty for the products from the date of purchase by the end customers.

The Company provides a standard one-year warranty for products from the date of purchase by the end customers.

The Company accrues for estimated warranty costs at the time revenue is recognized.

The Company's warranty obligation is affected by product failure rates, labor and material costs for replacing defective parts, related freight costs for failed parts and other quality assurance costs.

The Company's warranty obligation is determined by product failure rates, labor and material costs for replacing defective parts, related freight costs for failed parts and other quality assurance costs.

The Company monitors its product returns for warranty claims and maintains warranty reserves based on historical experiences and anticipated warranty claims known at the time of estimation.

36 unchanged sentences

Forfeitures are estimated based on historical experience at the time of grant.

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 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 estimates.

The Employee Share Purchase Plan (the “ESPP”) is accounted for at fair value on the date of grant using the Black-Scholes option valuation model.

5 unchanged sentences

Recent Accounting Pronouncements

Recently Issued Accounting Standards not yet adopted

In September 2022, the FASB issued ASU No.

2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations.

This ASU was issued in response to requests from financial statement users for increased transparency surrounding the use of supplier finance programs.

The amendments in ASU 2022-04 require that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.

The amendments in this ASU do not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting this guidance.

Recently Adopted Accounting Standards

In November 2021, the FASB issued Accounting Standards Update (ASU) No.

2021-10, Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance.

This ASU requires business entities to make annual disclosures about transactions with a government they account for by analogizing to a grant or contribution accounting model under ASC 958-605.

The adoption of ASU 2021-10 in the fiscal year ended June 30, 2023 on a prospective basis had no impact on the Company's Consolidated Financial Statements.

In August 2020, the FASB issued ASU No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which, among other things, provides guidance on how to account for contracts on an entity’s own equity.

This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity.

Specifically, the ASU eliminated the need to assess whether a contract on the entity’s own equity (1) permits settlement in unregistered shares, (2) whether counterparty rights rank higher than shareholder’s rights, and (3) whether collateral is required.

In addition, the ASU requires incremental disclosure related to contracts on the entity’s own equity and clarifies the treatment of certain financial instruments accounted for under this ASU on earnings per share.

The adoption of ASU 2020-06 had no impact on the Company's Consolidated Financial Statements.

Recently Issued Accounting Standards not yet adopted

In December 2023, the FASB issued ASU No.

2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures”, which enhances the transparency, effectiveness and comparability of income tax disclosures by requiring consistent categories and greater disaggregation of information related to income tax rate reconciliations and the jurisdictions in which income taxes are paid.

This guidance is effective for annual periods beginning after December 15, 2024 with early adoption permitted.

The Company is currently evaluating the impact of the ASU on its income tax disclosures within the consolidated financial statements.

In November 2023, the FASB issued ASU No.

2023-07, “Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures”, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

This ASU also expands disclosure requirements to enable users of financial statements to better understand the entity’s measurement and assessment of segment performance and resource allocation.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after

December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of the ASU on its disclosures within the consolidated financial statements.

Equity Method Investment in Equity Investee

4 unchanged sentences

As a result of the Transaction and other factors, the Company no longer has a controlling financial interest in the JV Company and has determined that the JV Company was deconsolidated from the Company’s consolidated financial statements effective as of the Closing Date.

In connection with the deconsolidation and in accordance with ASC 810, the Company recorded a gain on deconsolidation of $ 399.1 million during the fiscal year ended June 30, 2022 in the Condensed Consolidated Statements of Income.

The gain on deconsolidation of the JV Company was calculated as follows:

12 unchanged sentences

Following the closing of the Investment and as of June 30, 2022, the percentage of outstanding JV equity interest beneficially owned by the Company was reduced to 42.2 %.

The net loss associated with these sales of JV Company equity interest held by the Company were recorded in the fiscal year ended June 30, 2022 as follows:

The net loss associated with these sales of JV Company equity interest held by the Company was recorded in the fiscal year ended June 30, 2022 as follows:

(in thousands)

1 unchanged sentence

Loss on diluted equity interest from issuance of shares under the employee equity incentive plan

Gain on 7.82% equity interest sol

Gain on 7.82% equity interest sold

Loss on changes on equity interest of the JV Company, net

The Company accounts for its investment in the JV Company as an equity method investment and reports its equity in earnings or loss of the JV Company on a three-month lag due to an inability to timely obtain financial information of the JV Company.

During the fiscal year ended June 30, 2023 and 2022, the Company recorded $ 1.4 million and $ 2.6 million of its equity in loss of the JV Company, respectively, using lag reporting.

As of June 30, 2024, the percentage of outstanding JV equity interest beneficially owned by the Company was 42.8 %.

During the fiscal years ended June 30, 2024, 2023 and 2022, the Company recorded $ 4.8 million, $ 1.4 million and $ 2.6 million of its equity in loss of the JV Company, respectively, using lag reporting.

Summarized Financial Information

The following table presents summarized financial information for the JV Company as of and for the period from April 1, 2022 through March 31, 2023 and December 2, 2021 through March 31, 2022, using lag reporting (in thousands):

The following table presents summarized financial information for the JV Company (in thousands):

As of March 31, 2024

As of March 31, 2023 As of March 31, 2022

3 unchanged sentences

Non-current liabilities $ 81,899 $ 36,525 $ 76,207

For the period of April 1, 2022 to March 31, 2023 For the period of December 2, 2021 to March 31, 2022

For the period April 1, 2023 to March 31, 2024

For the period April 1, 2022 to March 31, 2023

For the period December 2, 2021 to March 31, 2022

Revenue $ 128,951 $ 178,974 $ 68,972

9 unchanged sentences

The purchases by AOS for the fiscal year ended June 30, 2023 were $ 127.8 million and the sales by AOS for the fiscal year ended June 30, 2023 were $ 35.6 million.

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

The purchases by AOS for the fiscal year ended June 30, 2024 were $ 96.6 million and the sales by AOS for the fiscal year ended June 30, 2024 were $ 9.8 million.

Net Income (Loss) Per Common Share Attributable to Alpha and Omega Semiconductor Limited

Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period.

1 unchanged sentence

Potential shares of common stock include dilutive shares attributable to the assumed exercise of share options, ESPP shares and vesting of RSUs using the treasury stock method and contingent issuances of common shares related to convertible preferred shares, if dilutive.

Under the treasury stock method, potential common shares outstanding are not included in the computation of diluted net income per share if their effect is anti-dilutive.

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

Under the treasury stock method, potential common shares outstanding are not included in the computation of diluted net income (loss) per share if their effect is anti-dilutive.

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

Year Ended June 30,

1 unchanged sentence

(in thousands, except per share data)

Net income attributable to Alpha and Omega Semiconductor Limited $ 12,364 $ 453,163 $ 58,116

Weighted average number of common shares used to compute basic net income per share 27,552 26,764 25,786

Net income (loss) attributable to Alpha and Omega Semiconductor Limited $ ( 11,081 ) $ 12,364 $ 453,163

Weighted average number of common shares used to compute basic net income (loss) per share 28,236 27,552 26,764

Effect of potentially dilutive securities:

Stock options, RSUs and ESPP shares — 1,976 1,439

Weighted average number of common shares used to compute diluted net income per share 29,528 28,203 27,272

Net income per share attributable to Alpha and Omega Semiconductor Limited:

Weighted average number of common shares used to compute diluted net income (loss) per share 28,236 29,528 28,203

Net income (loss) per share attributable to Alpha and Omega Semiconductor Limited:

Basic $ ( 0.39 ) $ 0.45 $ 16.93

Diluted $ ( 0.39 ) $ 0.42 $ 16.07

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

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

Year Ended June 30,

59 unchanged sentences

Property, plant and equipment, net $ 336,619 $ 357,831

Total depreciation expense was $ 40.4 million, $ 39.9 million and $49.3 million for fiscal year 2023, 2022 and 2021, respectively.

The Company capitalized $ 0.5 million, $ 0.3 million and $ 0.3 million of software development costs during the fiscal year 2023, 2022 and 2021, respectively.

Total depreciation expense was $ 50.5 million, $ 40.4 million and $ 39.9 million for fiscal years 2024, 2023 and 2022, respectively.

The Company capitalized $ 0.6 million, $ 0.5 million and $ 0.3 million of software development costs during the fiscal years 2024, 2023 and 2022, respectively.

Amortization of capitalized software development costs was $ 0.6 million in fiscal year 2024, $ 0.4 million in fiscal year 2023 and $ 0.4 million in fiscal year 2022.

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Intangible assets, net $ 3,516 $ 6,765

The Company is amortizing intangible assets of patents and technology rights related to a license agreement with STMicroelectronices International N.V.

The Company is amortizing intangible assets of patents and technology rights related to a license agreement with STMicroelectronics International N.V.

Amortization expense for intangible assets was $ 3.2 million, $ 3.3 million and $ 3.4 million for the years ended June 30, 2024, 2023 and 2022, respectively.

13 unchanged sentences

Other accrued expenses 3,822 4,401

Customer deposit 38,082 40,578

Customer deposits 32,182 38,082

ESPP payable 1,306 1,377

1 unchanged sentence

Short-term customer deposits are payments received from customers for securing future product shipments.

As of June 30, 2023, $ 13.5 million were from Customer A and $ 9.2 million were from Customer B, and $ 15.4 million were from other customers.

As of June 30, 2022, $ 12.5 million were from Customer A and $ 16.2 million were from Customer B, and $ 11.9 million were from other customers.

As of June 30, 2024, $ 9.0 million were from Customer A, $ 8.9 million were from Customer B, and $ 14.3 million were from other customers.

As of June 30, 2023, $ 13.5 million were from Customer A, $ 9.2 million were from Customer B, and $ 15.4 million were from other customers.

The activity in the warranty accrual, included in accrued liabilities is as follows:

20 unchanged sentences

Customer deposits are payments received from customers for securing future product shipments.

As of June 30, 2023, $ 21.0 million were from Customer A and $ 11.7 million were from Customer B, and $ 13.7 million were from other customers.

As of June 30, 2022, $ 34.5 million were from Customer A and $ 21.9 million were from Customer B and $ 13.9 million were from other customers.

As of June 30, 2024, $ 12.0 million were from Customer A, $ 2.0 million were from Customer B, and $ 5.7 million were from other customers.

As of June 30, 2023, $ 21.0 million were from Customer A, $ 11.7 million were from Customer B and $ 13.7 million were from other customers.

Bank Borrowing

Short-term bank borrowing

In January 2023, one of the Company's subsidiaries in China entered into a line of credit facility with Bank of Communications Limited in China.

In March 2024, Bank of Communications Limited in China provided a line of credit facility to one of the Company's subsidiaries in China.

The purpose of the credit facility is to provide working capital borrowings.

The Company could borrow up to approximately RMB 140 million or $ 19.3 million based on currency exchange rate between RMB and U.S.

Dollar on January 31, 2023 with a maturity date of December 1, 2023.

Dollar on June 30, 2024 with a maturity date of March 15, 2025.

As of June 30, 2024 , there was no outstanding balance for this loan.

In September 2022, one of the Company's subsidiaries in China entered into a line of credit facility with Industrial and Commercial Bank of China.

In December 2023, Industrial and Commercial Bank of China provided a line of credit facility to one of the Company's subsidiaries in China.

The purpose of the credit facility was to provide working capital borrowings.

The Company could borrow up to approximately RMB 72.0 million, or $ 9.9 million based on currency exchange rate between RMB and U.S.

Dollar on September 20, 2022 with a maturity date of September 30, 2023.

As of June 30, 2023, there was no outstanding balance.

In October 2019, one of the Company's subsidiaries in China entered into a line of credit facility with Bank of Communications Limited in China.

This line of credit matured on February 14, 2021 and was based on the China Base Rate multiplied by 1.05 , or 4.99 % on October 31, 2019.

The purpose of the credit facility is to provide short-term borrowings.

The Company could borrow up to approximately RMB 60.0 million or $ 8.5 million based on the currency exchange rate between the RMB and the U.S.

Dollar on October 31, 2019.

In September 2021, this line of credit was renewed with maximum borrowings up to RMB 140.0 million with the same terms and a maturity date of September 18, 2022.

During the three months ended December 31, 2021, the Company borrowed RMB 11.0 million, or $ 1.6 million, at an interest rate of 3.85 % per annum, with principal due on November 18, 2022.

As of June 30, 2023, there was no outstanding balance and this loan was expired.

On November 16, 2018, one of the Company's subsidiaries in China entered into a line of credit facility with Industrial and Commercial Bank of China.

The purpose of the credit facility was to provide short-term borrowings.

Dollar on June 30, 2024, with a maturity date of December 31, 2024.

As of June 30, 2024, there was no outstanding balance for this loan .

In September 2023, China Construction Bank provided a line of credit facility to one of the Company's subsidiaries in China.

The purpose of the credit facility is to provide working capital borrowings.

The Company could borrow up to approximately RMB 50 million or $ 6.9 million based on currency exchange rate between RMB and U.S.

Dollar on November 16, 2018.

The RMB 72.0 million consists of RMB 27.0 million for trade borrowings with a maturity date of December 31, 2021, and RMB 45.0 million for working capital borrowings or trade borrowings with a maturity date of September 13, 2022.

During the three months ended December 31, 2021, the Company borrowed RMB 5.0 million, or $ 0.8 million, at an interest rate of 3.7 % per annum, with principal due on September 12, 2022.

As of June 30, 2023, there was no outstanding balance and this loan was expired.

Dollar on June 30, 2024 with a maturity date of September 8, 2025.

As of June 30, 2024, there was no outstanding balance for this loan.

Accounts receivable factoring agreement

1 unchanged sentence

This factoring agreement allows the Borrower to borrow up to 70 % of the net amount of its eligible accounts receivable of the Borrower with a maximum amount of $ 30.0 million.

The interest rate is based on one month

London Interbank Offered Rate ("LIBOR") plus 1.75 % per annum.

The interest rate is based on the Secured Overnight Financing Rate ("SOFR)", plus 2.01 % per annum.

The Company is the guarantor for this agreement.

5 unchanged sentences

The Borrower was in compliance with these covenants as of June 30, 2024.

As of June 30, 2023, there was no outstanding balance and the Company had unused credit of approximately $ 8.0 million.

As of June 30, 2024, there was no outstanding balance for this factoring agreement.

Debt financing

In September 2021, Jireh Semiconductor Incorporated (“Jireh”), one of the wholly-owned subsidiaries, entered into a financing arrangement agreement with a company (“Lender”) for the lease and purchase of a machinery equipment manufactured by a supplier.

In September 2021, Jireh Semiconductor Incorporated (“Jireh”), one of the Company's wholly-owned subsidiaries, entered into a financing arrangement agreement with a company (“Lender”) for the lease and purchase of a machinery equipment manufactured by a supplier.

This agreement has a 5 years term, after which Jireh has the option to purchase the equipment for $ 1 .

2 unchanged sentences

The total purchase price of this equipment was Euro 12.0 million.

In April 2021, Jireh made a down payment of euro 6.0 million, representing 50 % of the total purchase price of the equipment, to the supplier.

In April 2021, Jireh made a down payment of Euro 6.0 million, representing 50 % of

the total purchase price of the equipment, to the supplier.

In June 2022, the equipment was delivered to Jireh after Lender paid 40 % of the total purchase price, for Euro 4.8 million, to the supplier on behalf of Jireh.

5 unchanged sentences

The purchase price of this hardware was $ 0.2 million.

The financing arrangement is secured by this equipment and other equipment which had the carrying amount of $ 15.2 million as of June 30, 2023.

The financing arrangement is secured by this equipment and other equipment which had a carrying amount of $ 13.6 million as of June 30, 2024.

As of June 30, 2024, the outstanding balance of this debt financing was $ 9.2 million.

2 unchanged sentences

The obligation under the loan agreement is secured by substantially all assets of Jireh and guaranteed by the Company.

The agreement has a 5.5 years term and matures on February 16, 2027.

The agreement has a term of 5.5 years and matures on February 16, 2027.

Jireh is required to make consecutive quarterly payments of principal and interest.

3 unchanged sentences

As of June 30, 2024, Jireh was in compliance with these covenants and the outstanding balance of this loan was $ 29.2 million.

On May 1, 2018, Jireh entered into a loan agreement with the Bank that provided a term loan in an amount of $ 17.8 million.

The obligation under the loan agreement is secured by certain real estate assets of Jireh and guaranteed by the Company.

The loan has a five-year term and matures on June 1, 2023.

Jireh made consecutive monthly payments of principal and interest to the Bank.

The outstanding principal shall accrue interest at a fixed rate of 5.04 % per annum on the basis of a 360-day year.

The loan agreement contains customary restrictive covenants and includes certain financial covenants that require the Company to maintain, on a consolidated basis, specified financial ratios.

In August 2021, Jireh signed an amendment of this loan with the Bank to modify the financial covenants requirement to align with the new term loan agreement entered into on August 18, 2021 discussed above.

The amendment was accounted for as a debt modification and no gain or loss was recognized.

The Company paid this loan in full on May 1, 2023.

As of June 30, 2023, there was no outstanding balance and this loan was expired.

On August 15, 2017, Jireh entered into a credit agreement with the Bank that provided a term loan in an amount up to $ 30.0 million for the purpose of purchasing certain equipment for the fabrication facility located in Oregon.

The obligation under the credit agreement was secured by substantially all assets of Jireh and guaranteed by the Company.

The credit agreement had a five-year term and matured on August 15, 2022.

In January 2018 and July 2018, Jireh drew down on the loan in the amount of $ 13.2 million and $ 16.7 million, respectively.

Beginning in October 2018, Jireh was required to pay to the Bank on each payment date, the outstanding principal amount of the loan in monthly installments.

The loan accrued interest based on an adjusted LIBOR as defined in the credit agreement, plus specified applicable margin in the range of 1.75 % to 2.25 %, based on the outstanding balance of the loan.

The credit agreement contained customary restrictive covenants and included certain financial covenants that required the Company to maintain, on a consolidated basis, specified financial ratios and fixed charge coverage ratio.

The amendment was accounted for as a debt modification and no gain or loss was recognized.

The loan was fully paid off in September, 2022.

As of June 30, 2023, there was no outstanding balance and this loan was expired.

At June 30, 2024, maturities of short-term debt and long-term debt were as follows (in thousands):

24 unchanged sentences

The components of the Company’s operating and finance lease expenses are as follows for the years presented (in thousands):

Fiscal Year Ended June 30, 2023 Fiscal Year Ended June 30, 2022

Year Ended June 30, 2024

Year Ended June 30, 2023

Operating leases:

21 unchanged sentences

Finance lease 7.51 % 7.51 %

Supplemental cash flow information related to the Company’s operating and finance lease is as follows (in thousands):

Fiscal Year Ended June 30, 2023 Fiscal Year Ended June 30, 2022

Supplemental cash flow information related to the Company’s operating and finance leases is as follows (in thousands):

Year Ended June 30, 2024

Year Ended June 30, 2023

Cash paid from amounts included in the measurement of lease liabilities:

7 unchanged sentences

$ 6,291 $ 1,144

2025 4,623 1,144

2026 3,807 1,144

2027 3,647 1,145

2028 3,317 191

Thereafter 5,136 —

15 unchanged sentences

Any remaining balance of the losses is charged to retained earnings.

As of June 30, 2023, there were no availability under this repurchase program, which was terminated.

During fiscal year 2023, the Company repurchased an aggregate of 548,132 shares, from the open market for a total cost of approximately $ 13.4 million, excluding fees and related expenses, at an average price of $ 24.51 per share.

3 unchanged sentences

Of the 7,332,780 repurchased shares, 194,716 shares with a weighted average repurchase price of $ 9.77 per share, were reissued at an average price of $ 4.29 per share for option exercises and vested restricted stock units (“RSU”).

As of June 30, 2023, there was none remaining available under the share repurchase program.

Share-based Compensation

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As of June 30, 2024, 919,093 shares were available for grant under the 2018 Plan.

Beginning with the 2014 Annual Shareholders Meeting, on the date of each annual shareholders meeting, each individual who commences service as a non-employee Board member by reason of his or her election to the Board at such annual meeting and each individual who is to continue to serve as a non-employee Board member, whether or not that individual is standing for re-election to the Board at that particular annual meeting, will automatically be granted an award in the form of restricted share units covering that number of common shares determined by dividing one hundred thirty-five thousand dollars ($ 135,000 ) by the average fair market value per share for the ninety ( 90 )-day period preceding the grant date, up to a maximum of 10,000 shares.

Beginning with the 2014 Annual Shareholders Meeting, on the date of each annual shareholders meeting, each individual who commences service as a non-employee Board member by reason of his or her election to the Board at such annual meeting and each individual who is to continue to serve as a non-employee Board member, whether or not that individual is standing for re-election to the Board at that particular annual meeting, will automatically be granted an award in the form of restricted share units covering that number of common shares determined by dividing one hundred sixty thousand dollars ($ 160,000 ) by the average fair market value per share for the ninety ( 90 )-day period preceding the grant date, up to a maximum of 10,000 shares.

Under the 2018 Plan, incentive share options and RSU are to be granted at a price that is not less than 100 % and nonstatutory share options are to be granted at not less than 85 % of the fair value of the common shares, at the date of grant for employees and consultants.

Options and RSUs generally vest over a four-year to five-year period, and are exercisable for a maximum period of ten years after the date of grant.

The fair value of RSU, including time-based restricted stock units and performance-based restricted stock units is based on the market price of the Company's share on the date of grant.

The fair value of RSU, including time-based restricted stock units and performance-based restricted stock units is based on the market price of the Company's common shares on the date of grant.

Time-based Restricted Stock Units (“TRSU”)

The following table summarizes the Company's TRSU activities:

Number of Restricted Stock

Units Weighted Average

Number of Time-based Restricted Stock

Weighted Average

Grant Date Fair

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The Company recorded $ 2.8 million, $ 5.2 million and $ 4.6 million of expenses for these PRSUs during the years ended June 30, 2024, 2023 and 2022, respectively.

During the quarter ended June 30, 2019, the Company announced an incentive program.

Under this program, each participant’s award is denominated in stock and subject to achievement of certain objective goals within certain timelines.

In June 2020, the Company believed it was most likely that predetermined goal measures would be met.

Therefore, the Company reported such expenses in the other current liabilities line on the condensed consolidated balance sheets as the amount of bonus is to be settled in variable number of RSU’s at the completion of the objective goals.

Such non-cash compensation expense was recorded as part of share-based compensation expense in the condensed consolidated statements of operations.

As of June 30, 2022 and 2021, the Company recorded nil and $ 0.1 million such expenses in the other current liabilities, respectively.

During the fiscal years ended June 30, 2022, 2021 and 2020, the Company recorded $ 0.3 million, $ 3.1 million and $ 0.6 million of non-cash compensation expense, respectively.

As of June 30, 2022, the Company granted RSUs valued at $ 4.0 million to participants, which were fully vested due to achievement of certain objective measures.

The following table summarizes the Company’s PRSU activities:

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Market-based Restricted Stock Units (“MSUs”)

In December 2021, the Company granted 1.0 million market-based restricted stock units (“MSUs”) to its certain personnel.

The number of shares to be earned at the end of performance period is determined based on the Company’s achievement of specified stock prices and revenue thresholds during the performance period from January 1, 2022 to December 31, 2024 as well as the recipients remaining in continuous service with the Company through such period.

I n December 2021, the Company granted 1.0 million market-based restricted stock units to certain non-officer personnel.

The number of shares to be earned at the end of the performance period was determined based on the Company’s achievement of specified stock prices and revenue thresholds during the performance period from January 1, 2022 to December 31, 2024 as well as the recipients remaining in continuous service with the Company through such period.

The MSU vests in four equal annual installments after the end of performance period.

The Company estimated the grant date fair values of its MSU with derived service periods of 4.1 to 7.1 years using a Monte-Carlo simulation model with the following assumptions:

The Company estimated the grant date fair values of its MSUs using a Monte-Carlo simulation model.

In September 2023, the Company determined it was no longer probable that it would achieve the minimum revenue threshold specified in the awards.

Therefore, the Company reversed all of the previously recognized expenses of $ 6.4 million for these MSUs.

In addition, on September 19, 2023, the Compensation Committee of the Board approved a modification of the terms of MSUs to extend the performance period through December 31, 2025, changed the commencement date for the four-year time-based service period to January 1, 2026, and reduced the achievement of specified stock prices and revenue thresholds.

The fair value of these MSUs was revalued to reflect the change using a Monte-Carlo simulation model with the following assumptions:

risk-free interest rate of 4.94 %, expected term of 2.28 years, expected volatility of 61.38 % and dividend yield of 0 %.

The Company recorded approximately $ 1.9 million and $ 4.5 million of expenses for these MSUs during the fiscal year ended June 30, 2023 and 2022, respectively.

In June 2024, the Company determined it was no longer probable that the revenue thresholds for the modified MSU would be achieved.

Therefore, the Company reversed $ 2.4 million in the June 2024 quarter that was recorded during the fiscal year 2024 related to the modification on September 19, 2023.

The Company recorded approximately $( 6.4 ) million, $ 1.9 million and $ 4.5 million of expenses for these MSUs during the fiscal years ended June 30, 2024, 2023 and 2022, respectively.

During the quarter ended September 30, 2018, the Company granted 1.3 million MSUs to certain personnel.

The number of shares to be earned at the end of the performance period is determined based on the Company’s achievement of specified stock prices and revenue thresholds during the performance period from January 1, 2019 to December 31, 2021 as well as the

recipients remaining in continuous service with the Company through such period.

The MSUs vest in four equal annual installments after the end of performance period.

On August 31, 2020, the Compensation Committee of the Board approved a modification of the terms of MSU to (i) extend the performance period through December 31, 2022 and (ii) change the commencement date for the four-year time-based service period to January 1, 2023.

The modified MSUs were valued immediately before and after the modification, using Monte-Carlo simulation pricing model.

The modified MSUs were valued

immediately before and after the modification, using Monte-Carlo simulation pricing model.

The Monte-Carlo simulation pricing model applied the following assumptions for pre-modification conditions:

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The following table summarizes the Company’s MSUs activities:

Number of Performance-based Restricted Stock

Units Weighted Average

Number of Market-based Restricted Stock

Weighted Average

Grant Date Fair

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Nonvested at June 30, 2021 1,240,000 $ 5.17 3.84 $ 37,683,600

Granted 1,022,000 $ 48.44

Forfeited ( 56,000 ) $ 9.81

Nonvested at June 30, 2022 2,206,000 $ 25.10 3.83 $ 73,548,040

Granted 1,022,000 $ 48.44

Vested ( 90,000 ) $ 5.17

Forfeited ( 8,000 ) $ 48.44

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Outstanding at June 30, 2021 487,875 $ 7.99 2.32

Granted — $ —

Exercised ( 98,000 ) $ 9.15 $ 3,936,675

Canceled or forfeited — $ —

Outstanding at June 30, 2022 389,875 $ 7.70 1.53

Granted — $ —

Exercised ( 65,500 ) $ 8.42 $ 1,442,646

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Outstanding at June 30, 2023 319,375 $ 7.53 0.72 $ 8,071,631

Granted — $ —

Exercised ( 309,375 ) $ 7.48 $ 5,588,750

Canceled or forfeited ( 5,000 ) $ 9.19

Outstanding at June 30, 2024 10,000 $ 9.07 0.13 $ 283,000

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At the annual general meeting of shareholders in November 2018, the 2018 Employee Share Purchase Plan (“Purchase Plan” or “ESPP”) Plan was approved, under which 1,430,000 common shares are available for issuance.

The Purchase Plan does not include an evergreen authorization, therefore the Company is not permitted to increase the number of shares reserved in the share pool without obtaining further shareholder approval.

At the general meeting of shareholders in November 2021, the ESPP Plan was approved to increase from 1,430,000 shares to 2,500,000 shares.

The Purchase Plan does not include an evergreen authorization, therefore the Company is not permitted to increase the number of shares reserved

in the share pool without obtaining further shareholder approval.

At the general meeting of shareholders in November 2021, and 2023, the ESPP Plan was approved to increase by 1,070,000 and 1,200,000 shares, respectively to a total of 3,700,000 shares.

The Purchase Plan provided for a series of overlapping offering periods with a duration of 24 months, generally beginning on May 15 and November 15 of each year.

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Share-based Compensation Expenses

The total share-based compensation expense related to TRSU, PSUs, MSUs, stock options and ESPP described above, recognized in the consolidated statements of operations for the years presented was as follows:

The total share-based compensation expense related to TRSU, PRSUs, MSUs, stock options and ESPP described above, recognized in the consolidated statements of operations for the years presented was as follows:

Year Ended June 30,

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The employer's contribution is discretionary.

Effective from April 1,

2022, the Company begins to match 50 % of employee contribution up to 4 % of eligible compensation for a 2 % maximum match.

During the fiscal year ended June 30, 2023 and 2022, the Company made employer match contributions of $ 1.0 million and $ 0.3 million, respectively.

Effective from April 1, 2022, the Company began to match 50 % of employee contribution up to 4 % of eligible compensation for a 2 % maximum match.

During the fiscal years ended June 30, 2024, 2023 and 2022, the Company made employer match contributions of $ 1.8 million, $ 1.9 million and $ 0.3 million, respectively.

The Company makes mandatory contributions for its employees to the respective local governments in terms of retirement, medical insurance and unemployment insurance, where applicable, according to labor and social security laws and regulations of the countries and areas in which the Company operates.

The retirement contribution rate is 7.7 % in the U.S., 15.0 % to 16.0 % in China, 6.0 % in Taiwan, and 12.0 % in India.

The retirement contribution rate is 7.7 % in the U.S.,

16.0 % in China, 6.0 % in Taiwan, and 12.0 % in India.

The Company has no obligations for the payment of such social benefits beyond the required contributions as set out above.

The domestic and foreign components of income before taxes are:

Year Ended June 30,

2024 2023 2022

(in thousands)

operations $ 9,079 $ 19,001 $ 16,684

operations ( 11,722 ) 711 478,386

Net income (loss) before income taxes

$ ( 2,643 ) $ 19,712 $ 495,070

The provision for income taxes is comprised of:

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( 138.1 ) % 30.1 % 7.9 %

The domestic and foreign components of income before taxes are:

Year Ended June 30,

2023 2022 2021

(in thousands)

operations $ 19,001 $ 16,684 $ 9,622

operations 711 478,386 50,602

Net income before income taxes $ 19,712 $ 495,070 $ 60,224

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

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(in thousands)

Long-term deferred tax assets $ 536 $ 592

Long-term deferred tax liabilities ( 27,283 ) ( 28,757 )

Deferred tax assets $ 549 $ 536

Deferred tax liabilities ( 26,416 ) ( 27,283 )

Net deferred tax liabilities $ ( 25,867 ) $ ( 26,747 )

The Company’s valuation allowance related to deferred income taxes as reflected in the consolidated balance sheets was $ 7.3 million and $ 6.7 million as of June 30, 2024 and 2023, respectively.

The change in valuation allowance for June 30, 2023 and 2022 was an increase of $ 0.9 million and a decrease of $ 35.7 million, respectively.

The change in valuation allowance for June 30, 2024 and 2023 was an increase of $ 0.6 million and an increase of $ 0.9 million, respectively.

At June 30, 2024 and 2023, the Company provided a valuation allowance for its state research and development credit carryforward deferred tax assets of $ 7.3 million and $ 6.7 million, respectively, as it generated more state tax credits each year than it can utilize.

The Company intends to maintain a valuation allowance equal to the state research and development credit carryforwards in excess of the state net deferred tax liabilities on all other state book/tax differences and net operating loss carryforward.

At June 30, 2021, the Company provided a valuation allowance mainly for the net operating loss, fixed asset and intangible asset related to deferred tax assets of the JV Company totaling $ 35.7 million.

The valuation allowance related to the deferred tax assets of the JV Company was reduced to $ 0 at June 30, 2022 as a result of the deconsolidation of the JV Company in December 2021.

At June 30, 2024, the Company had federal research and development tax credit carryforwards of approximately $ 8.2 million.

The federal tax credits begin to expire in 2040, if not utilized.

At June 30, 2023, the Company had state tax credit carryforwards of approximately $ 9.0 million, which carryforward indefinitely.

The Company has not provided for withholding taxes on the undistributed earnings of its foreign subsidiaries because it intends to reinvest such earnings indefinitely.

However, we have recorded a deferred tax liability of $ 27.9 million at June 30, 2023 related to our investment in the JV Company.

At June 30, 2024, the Company had state tax credit carryforwards of approximately $ 9.9 million, of which $ 9.0 million carryforward indefinitely, $ 0.6 million have a 10 to 15 year life (beginning to expire in 2033) and $ 0.3 million with a 20 year life, (beginning to expire in 2038).

The Company intends to reinvest the undistributed earnings of its foreign subsidiaries indefinitely, except for Alpha and Omega Semiconductor (Cayman) Ltd.

and AOS International LP.

As of June 30, 2024, the cumulative earnings of Alpha and Omega Semiconductor (Cayman) and AOS International LP totaled $ 46.2 million, and there was no deferred tax liability

recorded as there is no income nor withholding tax amongst the applicable jurisdictions.

As of June 30, 2024, the cumulative amount of undistributed earnings of its foreign entities considered permanently reinvested is $ 414.6 million.

The determination of the unrecognized deferred tax liability on these earnings is not practicable.

Should the Company decide to remit this income to its Bermuda parent company in a future period, its provision for income taxes may increase materially in that period.

The determination of the unrecognized deferred tax liability on these earnings is not practicable due to the complexity and variety of assumptions necessary to estimate the tax.

As of June 30, 2024, the Company has recorded a deferred tax liability of $ 26.3 million for the basis difference related to our investment in the JV Company.

A reconciliation of the beginning and ending amount of unrecognized tax benefits from July 1, 2021 to June 30, 2024 is as follows:

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The total unrecognized tax benefits of $ 10.1 million at June 30, 2024 included $ 6.9 million that, if recognized, would reduce the effective income tax rate in future periods.

It is reasonably possible that the Company will recognize approximately no reduction to its uncertain tax positions during the next twelve months.

It is reasonably possible that the Company will recognize approximately $ 0.2 million reduction to its uncertain tax positions during the next twelve months due to a lapse in the applicable statute of limitations..

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

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The amount of interest and penalties accrued at June 30, 2024 was $ 0.5 million, of which $ 0.2 million was recognized in the year ended June 30, 2024.

The amount of interest and penalties accrued at June 30, 2022 was $ 0.2 million, of which $ 32 thousand was recognized in the year ended June 30, 2022.

The amount of interest and penalties accrued at June 30, 2023 was $ 0.3 million, of which $ 0.1 million was recognized in the year ended June 30, 2023.

The Company files its income tax returns in the United States and in various foreign jurisdictions.

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corporations.

Coronavirus Aid, Relief and Economic Security Act” (“CARES Act”), Enacted March 27, 2020

On March 27, 2020, the United States enacted the CARES Act, which made the changes to existing U.S.

tax laws, including, but not limited to, (1) allowing U.S.

federal net operating losses originated in the 2018, 2019 or 2020 tax years to be carried back five years to recover taxes paid based upon taxable income in the prior five years, (2) eliminated the 80% of taxable income limitation on net operating losses for the 2018, 2019 and 2020 tax years (the 80% limitation will be reinstated for tax years after 2020), (3) accelerating the refund of prior year alternative minimum tax credits, (4) modifying the bonus depreciation for qualified improvement property and (5) modifying the limitation on deductible interest expense.

As a result of the ability to carryback net operating losses from the June 2018 and June 2019 years to the June 2015 to June 2017 tax years, net operating losses which were previously tax-effected using the current 21% U.S.

federal tax rate were revalued to the U.S.

tax rates in effect for the June 2015 to June 2017 tax years due to the ability of receiving tax refunds for the taxes paid in these years.

Accordingly, we reported a discrete tax benefit of $ 1.1 million in the third quarter of fiscal year 2020 related to the re-measurement of the net operating losses that could be realized via the new net operating loss carryback provisions.

Consolidated Appropriations Act, 2021” (“CAA 2021”), Enacted December 27, 2020

On December 27, 2020, the United States enacted the Consolidated Appropriations Act, 2021, which made changes to existing U.S.

There was no material impact of the tax law changes included in the Consolidated Appropriations Act, 2021 to the Company.

“The American Rescue Plan Act of, 2021”, Enacted March 11, 2021

On March 11, 2021, the United States enacted the American Rescue Plan Act of 2021, which made changes to existing U.S.

There was no material impact of the tax law changes included in the American Rescue Plan Act of 2021 to the Company.

“The Chip and Science Act of 2022”, Enacted August 2, 2022

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The CAMT is currently not applicable to the Company.

Bermuda Corporate Income Tax for Tax Years Beginning in 2025

The Company is subject to income tax expense or benefit based upon pre-tax income or loss reported in the consolidated statements of income (loss) and the provisions of currently enacted tax laws.

The parent company is incorporated under the laws of Bermuda and is subject to Bermuda law with respect to taxation.

Under current Bermuda law, the Company is not subject to any income or capital gains taxes in Bermuda.

As we have previously disclosed, the Government of Bermuda announced in December 2023 that it enacted the Corporate Income Tax Act 2023, potentially imposing a 15% corporate income tax (CIT) on Bermuda companies that are within the scope of the CIT, that will be effective for tax years beginning on or after January 1, 2025.

In particular, the CIT applies to multinational companies with annual revenue of 750 million euros or more in the consolidated financial statements of the ultimate parent entity for at least two of the four fiscal years immediately preceding the fiscal year when the CIT may apply.

The Company is not in a position to determine whether the annual revenues may meet and/or cross the 750 million Euro threshold for at least two of the four fiscal years immediately preceding the fiscal year when CIT may apply.

The Company continues to monitor and assess if and when it may be within the scope of the CIT.

If we become subject to the Bermuda CIT, we may be subject to additional income taxes, which may adversely affect our financial position, results of operations and our overall business.

Altera Litigation

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Court of Appeals for the Ninth Circuit’s decision.

AOS has not recorded any benefit related to the Altera Corporation Tax Court decision in any period through June 2023.

AOS has not recorded any benefit related to the Altera Corporation Tax Court decision in any

period through June 30, 2024.

The Company will continue to monitor ongoing developments and potential impact to its financial statements.

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Power IC 205,778 218,620 220,882

Packaging and testing services 3,979 11,535 12,458

Packaging and testing services and other

4,119 3,979 11,535

License and development services 21,231 9,927 —

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Each China subsidiary is also required to set aside at least 10 % of its after-tax profit, if any, based on China accounting standards each year to its statutory reserves until the cumulative amount of such reserves reaches 50 % of its registered capital.

As a result of these China laws and regulations, the Company's China subsidiaries are restricted in their abilities to transfer a portion of their net assets to the Company.

As a result of these China laws and regulations, the Company's subsidiaries in China are restricted in their abilities to transfer a portion of their net assets to the Company.

As of June 30, 2024 and 2023, such restricted portion amounted to approximately $ 93.5 million and $ 93.2 million, or 10.5 % and 10.5 %, of our total consolidated net assets attributable to the Company, respectively.

As the Company's China subsidiaries are not revenue generating operating units, the Company does not expect to repatriate funds in the form of dividends, loans or advances from its China subsidiaries for working capital and other funding purposes.

As the Company's subsidiaries in China are not revenue generating operating units, the Company does not expect to repatriate funds in the form of dividends, loans or advances from its subsidiaries in China for working capital and other funding purposes.

Commitments and Contingencies

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Irrespective of the validity of such claims, the Company could incur significant costs in the defense of such claims and suffer adverse effects on its operations.

As previously disclosed, U.S.

Department of Justice (“DOJ”) commenced an investigation into the Company’s compliance with export control regulations relating to its business transactions with Huawei and its affiliates (“Huawei”), which were added to the “Entity List” by the DOC in May 2019.

The Company is cooperating fully with federal authorities in the investigation.

The Company has continued to respond to inquiries and requests from DOJ for documents and information relating to the investigation, and the matter is currently pending at DOJ, and DOJ has not provided the Company with any specific timeline or indication as to when the investigation will be concluded or resolved.

In connection with this investigation, DOC previously requested the Company to suspend shipments of its products to Huawei.

The Company complied with such request, and the Company has not shipped any product to Huawei after December 31, 2019.

As part of this process and in response to DOC’s request, the Company provided certain documents and materials relating to the Company’s supply chain and shipment process to DOC, and DOC is currently reviewing this matter.

As previously disclosed, the Company is currently cooperating with Department of Commerce (“DOC”) in connection with its investigation of the Company’s export control practices.

DOC has not informed the Company of any specific timeline or schedule under which DOC will complete its review.

Given the case is in still ongoing and neither DOJ nor DOC have provided the Company with any clear indication of the timing and schedule for the investigation, the Company cannot estimate the reasonably possible loss or range of loss that may occur.

Given the case is in still ongoing and DOC have not provided the Company with any clear indication of the timing and schedule for the investigation, the Company cannot estimate the reasonably possible loss or range of loss that may occur.

Also, the Company is unable to predict the duration, scope, result or related costs of the investigation, although the Company expects to incur additional professional fees as a result of this matter.

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In these circumstances, payment by the Company is customarily conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, which procedures typically allow the Company to challenge the other party's claim.

Further, the Company's obligations under these agreements may be limited in time and/or amount, and in some

instances, the Company may have recourse against third parties for certain payments made by it under these agreements.

Further, the Company's obligations under these agreements may be limited in time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments made by it under these agreements.

The Company has not historically paid or recorded any material indemnifications, and no accrual was made at June 30, 2024 and 2023.

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The Company has not recorded a liability associated with these indemnification arrangements, as it historically has not incurred any material costs associated with such indemnification obligations.

Costs associated with such indemnification obligations may be mitigated by insurance coverage that the Company maintains.

Costs associated with such indemnification obligations may be mitigated by insurance

coverage that the Company maintains.

However, such insurance may not cover any, or may cover only a portion of, the amounts the Company may be required to pay.

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333-165823) filed with the Commission on March 31, 2010)

4.2* Description of Securities of the Registrant

4.2 Description of Securities of the Registran t (incorporated by reference to Exhibit 4.2 on to the Annual Report on Form 10- K (File No.

001-34717) filed with the Commission on August 2 9 , 2023 )

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.

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333-165823) filed with the Commission on March 31, 2010)

10.22(+) 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)

Third Addendum to Foundry 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)

10.25(+) 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)

10.27(+) Form of Restricted Share Unit Agreement (incorporated by reference to Exhibit 10.3 from Quarterly Report on Form 10-Q (File No:

001-34717) filed with the Commission on May 9, 2014)

10.28†† Joint Venture Contract on Incorporation of Chongqing Alpha and Omega Semiconductor Limited, dated as of March 29, 2016, among the Registrant, certain subsidiaries of the Registrant, Chongqing Strategic Emerging Industry Equity Investment Fund Partnership (LP), and Chongqing Liangjiang New Area Strategic Emerging Industry Equity Investment Fund Partnership (LP) (English Translation) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

001-34717) filed with the Commission on May 10, 2016)

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

001-34717) filed with the Commission on February 9, 2017)

Engineering, Procurement and Construction Contract dated January 10, 2017 between Chongqing Alpha and Omega Semiconductor Limited and The IT Electronics Eleventh Design & Research Institute Scientific and Technological Engineering Corporation Limited (the “EPC Contract”) (English Translation) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No.

001-34717) filed with the Commission on May 4, 2017)

Amendment No.

1 to EPC Contract effective as of January 10, 2017 (English Translation) (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No.

001-34717) filed with the Commission on May 4, 2017)

Financing Lease Contract, dated May 9, 2018, by and between Chongqing Alpha and Omega Semiconductor Limited and Chongqing YinHai Financing Lease Co., Ltd.

(English Translation) (incorporated by reference to Exhibit 10.38 from Annual Report on Form 10-K (File No.

001-34717) filed with the Commission on August 23, 2018)

Real Estate Mortgage Contract, dated May 14, 2018, by and between Chongqing Alpha and Omega Semiconductor Limited and the Export-Import Bank of China (English Translation) (incorporated by reference to Exhibit 10.39 from Annual Report on Form 10-K (File No.

001-34717) filed with the Commission on August 23, 2018)

10.34 Second Supplemental Agreement to the Joint Venture Contract on Incorporation of Chongqing Alpha and Omega Semiconductor Limited (English Translation) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

001-34717) filed with the Commission on May 11, 2020)

Third Supplemental Agreement to the Joint Venture Contract on Incorporation of Chongqing Alpha and Omega Semiconductor Limited (English Translation) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No.

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001-34717) filed with the Commission on May 11, 2020)

10.37 Alpha & Omega Semiconductor Limited 2018 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed with the Commission on October 13, 2022)

10.38 Supplemental Agreement to Financing Lease Contract, dated as of June 28, 2020 between YinHai Leasing Company and China Import/Export Bank and Chongqing Alpha and Omega Semiconductor Technology Co., Ltd.

(English Translation) ( incorporated by reference to Exhibit 10.44 from Annual Report on Form 10-K (File No.

001-34717) filed with the Commission on September 2, 2020)

Alpha & Omega Semiconductor Limited 2018 Omnibus Incentive Plan (as amended and restated effective as of November 9, 2023) (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed with the Commission on September 25, 2023)

10.20 Amendment to Market Performance Restricted Share Unit Agreement (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

001-34717) filed with the Commission on November 6, 2020)

10.40 Supplemental Agreement to Financing Lease Contract, dated August 3, 2020 between YinHai Leasing Company and Chongqing Alpha and Omega Semiconductor Technology Co., Ltd (English Translation) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No.

001-34717) filed with the Commission on November 6, 2020)

10.41 Alpha & Omega Semiconductor Limited 2018 Omnibus Incentive Plan-Plan Amendment (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed with the Commission on October 13, 2022)

Alpha & Omega Semiconductor Limited 2018 Employee Purchase Plan (as amended and restated effective as of November 9, 2023)

2021 Officer Form Retention Agreement for Executive Officers of Alpha and Omega Semiconductor Limited (incorporated by reference to Exhibit 10.45 from Annual Report on Form 10-K (File No.

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001-34717) filed with the Commission on February 9, 2022)

10.51 The fourth Supplementary Agreement to the Joint Venture Contract on Incorporation of Chongqing Alpha and Omega Semiconductor Limited dated as of December 1, 2021 (English Translation) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No.

001-34717) filed with the Commission on February 9, 2022)

Fourth Addendum to Foundry Agreement dated as of July 28, 2005 between the Registrant and Shanghai Hua Hong NEC Electronics Company, Limited (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

2 unchanged sentences

001-34717) filed with the Commission on May 10, 2022)

10.54† Shareholders Contract of Chongqing Alpha and Omega Semiconductor Limited dated as of July 12, 2022 (incorporated by reference to Exhibit 10 .

54 from Annual Report on Form 10-K (File No.

Shareholders Contract of Chongqing Alpha and Omega Semiconductor Limited dated as of July 12, 2022 (incorporated by reference to Exhibit 10.54 from Annual Report on Form 10-K (File No.

001-34717) filed with the Commission on September 20, 2022)

1 unchanged sentence

001-34717) filed with the Commission on May 8, 2023)

10.57 Chief Executive Officer Employment Agreement (Stephen Chang) (incorporated by reference to Exhibit 10.

2 to the Quarterly Report on Form 10-Q (File No.

Chief Executive Officer Employment Agreement (Stephen Chang) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No.

001-34717) filed with the Commission on May 8, 2023)

16.1 Letter from BDO USA LLP to the Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed with the Commission on October 11, 2022)

Market Performance Restricted Share Unit Agreement

Statement of Company Policy Regarding Insider Trading amended and restated on May 11, 2023

21.1* List of Subsidiaries of the Registrant

23.1* Consent of B aker Tilly US , LLP, independent registered public accounting firm

23.2* Consent of BDO USA, P.A., independent registered public accounting firm

23.1* Consent of Baker Tilly US, LLP, independent registered public accounting firm

23.2* Consent of BDO USA, P.

C ., independent registered public accounting firm

31.1* Certification of Chief Executive Officer required by Rule 13(a)-14(a) under the Exchange Act

2 unchanged sentences

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

Compensation of Recoupment Policy dated October 2, 2023

99.1* Chongqing Alpha and Omega Semiconductor Limited Report of Independent Auditor

40 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures