ALPHA & OMEGA SEMICONDUCTOR Ltd 10-K

Item 9A. Controls and Procedures 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 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 Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles, and 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 our assets; (2) provide reasonable assurance that transactions are recorded to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. 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 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). 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); and 62 • 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. 63 Item 9B. Other Information Trading Plans or Rule 10b5-1 Trading Plans The table below summarizes the material terms of trading arrangements adopted by any of our executive officers or directors during the June 2024 quarter. All of the trading arrangements listed below are intended to satisfy the affirmative defense of Rule 10b5-1(c) . Name Title Date of Adoption End Date 1 Aggregate number of shares common shares to be sold pursuant to 10b5-1 trading agreements Wenjun Li 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. 64 PART III Certain information required by Part III is omitted from this Annual Report on Form 10-K because we intend to file our definitive proxy statement for our next annual general meeting of shareholders, pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “2024 Proxy Statement”), no later than 120 days after the end of fiscal year 2024, and certain information to be included in the 2024 Proxy Statement is incorporated herein by reference. Item 10. Directors, Executive Officers and Corporate Governance The information required by this item concerning our directors, executive officers, Section 16 compliance and corporate governance matters is contained in part under the caption “Business - Executive Officers” in Part I of this report, and the remainder is incorporated by reference to the information set forth in the sections titled “Election of Directors” and “Delinquent Section 16(a) Reports” in the 2024 Proxy Statement. Item 11. Executive Compensation The information required by this item regarding executive compensation is incorporated by reference from the information set forth under the captions “Compensation of Non-Employee Directors” and “Executive Compensation,” in the 2024 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item regarding security ownership of certain beneficial owners and management is incorporated by reference to the information set forth in the section titled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the 2024 Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item regarding related party transactions and director independence is incorporated by reference from the information set forth under the captions “Board of Directors and Committees of the Board” and “Related Party Transactions” in the 2024 Proxy Statement. Item 14. Principal Accountant Fees and Services The information required by this item regarding principal accountant fees and services is incorporated by reference from the information set forth under the caption “Principal Accounting Fees and Services” in the 2024 Proxy Statement. 65 PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this annual report: (1) Consolidated Financial Statements. The index to the consolidated financial statements is below. Item Page Report of Independent Registered Public Accounting Firm (Baker Tilly US, LLP - PCAOB Firm ID No. 23 ) 67 Report of Independent Registered Public Accounting Firm (BDO USA, LLP - PCAOB Firm ID No. 243 ) 70 Consolidated Balance Sheets 71 Consolidated Statements of Operations 72 Consolidated Statements of Comprehensive Income (Loss ) 73 Consolidated Statements of Equity 74 Consolidated Statements of Cash Flows 75 Notes to the Consolidated Financial Statements 77 (2) Financial Statement Schedules. Schedule II - Valuation and Qualifying accounts 110 (b) Exhibits The exhibits listed on the accompanying Index to Exhibits in Item 15(b) below are filed as part of, or hereby incorporated by reference into, this Annual Report on Form 10-K. 66 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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 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 The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting included in Item 9A of this Annual Report on Form 10-K. Our responsibility is to express an opinion on the Company's consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. 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. 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 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 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. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting 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; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 67 Critical Audit Matters 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 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. How the critical audit matter was addressed in the audit 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 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 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. 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 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 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 tested revenues and allowance for price adjustments and agreed to supporting documents. 68 • 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. San Jose, California August 23, 2024 69 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and Board of Directors Alpha & Omega Semiconductor Limited Sunnyvale, California Opinion on the Consolidated Financial Statements 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 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 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 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. 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 We have served as the Company's auditor from 2018 to 2022. San Jose, California September 19, 2022 70 ALPHA AND OMEGA SEMICONDUCTOR LIMITED CONSOLIDATED BALANCE SHEETS (in thousands, except par value per share) June 30, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 175,127 $ 195,188 Restricted cash 413 415 Accounts receivable, net 12,546 22,420 Inventories 195,750 183,247 Other current assets 14,165 22,666 Total current assets 398,001 423,936 Property, plant and equipment, net 336,619 357,831 Operating lease right-of-use assets, net 25,050 24,349 Intangible assets, net 3,516 6,765 Equity method investment 356,039 366,617 Deferred income tax assets 549 536 Other long-term assets 25,239 19,703 Total assets $ 1,145,013 $ 1,199,737 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 45,084 $ 50,775 Accrued liabilities 72,371 79,533 Payable related to equity investee, net 13,682 11,950 Income taxes payable 2,798 5,546 Short-term debt 11,635 11,434 Deferred revenue 2,591 8,073 Finance lease liabilities 935 867 Operating lease liabilities 5,137 4,383 Total current liabilities 154,233 172,561 Long-term debt 26,724 38,360 Income taxes payable - long-term 3,591 2,817 Deferred income tax liabilities 26,416 27,283 Finance lease liabilities - long-term 2,282 3,216 Operating lease liabilities - long-term 20,499 20,544 Other long-term liabilities 19,661 51,037 Total liabilities 253,406 315,818 Commitments and contingencies (Note 15) Equity: Preferred shares, par value $ 0.002 per share: Authorized: 10,000 shares; issued and outstanding: none at June 30, 2024 and 2023 — — Common shares, par value $ 0.002 per share: Authorized: 100,000 shares; issued and outstanding: 36,107 shares and 28,969 shares, respectively at June 30, 2024 and 34,811 shares and 27,654 shares, respectively at June 30, 2023 72 70 Treasury shares at cost; 7,138 shares at June 30, 2024 and 7,157 shares at June 30, 2023 ( 79,213 ) ( 79,365 ) Additional paid-in capital 353,109 329,034 Accumulated other comprehensive loss ( 13,419 ) ( 8,111 ) Retained earnings 631,058 642,291 Total Alpha and Omega Semiconductor Limited shareholders’ equity 891,607 883,919 Total liabilities and equity $ 1,145,013 $ 1,199,737 The accompanying notes are an integral part of these consolidated financial statements. 71 ALPHA AND OMEGA SEMICONDUCTOR LIMITED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Year Ended June 30, 2024 2023 2022 Revenue $ 657,274 $ 691,321 $ 777,552 Cost of goods sold 485,356 491,785 508,996 Gross profit 171,918 199,536 268,556 Operating expenses: Research and development 89,940 88,146 71,259 Selling, general and administrative 85,734 88,861 95,259 Total operating expenses 175,674 177,007 166,518 Operating income (loss) ( 3,756 ) 22,529 102,038 Other income (loss), net ( 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 (loss) before income taxes ( 2,643 ) 19,712 495,070 Income tax expense 3,649 5,937 39,258 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 (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 (loss) per share: Basic 28,236 27,552 26,764 Diluted 28,236 29,528 28,203 The accompanying notes are an integral part of these consolidated financial statements. 72 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 Less: 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. 73 ALPHA AND OMEGA SEMICONDUCTOR LIMITED CONSOLIDATED STATEMENTS OF EQUITY (in thousands) Preferred Shares Common Shares Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (loss) Retained Earnings Total AOS Shareholders' Equity Noncontrolling Interest Total Equity Shares Amount Shares Amount Shares Amount Balance, June 30, 2021 — — 32,975 $ 66 ( 6,625 ) $ ( 66,064 ) $ 259,993 $ 2,315 $ 176,895 $ 373,205 $ 143,120 $ 516,325 Exercise of common stock options and release of RSUs — — 652 1 — — 897 — — 898 — 898 Reissuance of treasury stock upon exercise of common stock options and release of RSUs — — — — 8 64 — — ( 64 ) — — — Withholding tax on restricted stock units — — ( 183 ) — — — ( 8,641 ) — — ( 8,641 ) — ( 8,641 ) Issuance of shares under Employee Stock Purchase Plan — — 544 1 — — 5,244 — — 5,245 — 5,245 Share-based compensation expense — — — — — — 31,058 — — 31,058 — 31,058 Restricted stock units settlement in connection with service — — — — — — 400 — — 400 — 400 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 Exercise of common stock options and release of RSUs — — 715 1 — — 550 — — 551 — 551 Reissuance of treasury stock upon exercise of common stock options and release of RSUs — — — — 8 67 — — ( 67 ) — — — Withholding tax on restricted stock units — — ( 242 ) — — — ( 6,381 ) — — ( 6,381 ) — ( 6,381 ) 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 Net income — — — — — — — — 12,364 12,364 — 12,364 Foreign currency translation adjustment — — — — — — — ( 9,191 ) — ( 9,191 ) — ( 9,191 ) Balance, June 30, 2023 — — 34,811 70 ( 7,157 ) ( 79,365 ) 329,034 ( 8,111 ) 642,291 883,919 — 883,919 Exercise of common stock options and release of RSUs — — 1,210 2 — — 2,311 — — 2,313 — 2,313 Reissuance of treasury stock upon exercise of common stock options and release of RSUs — — — — 19 152 — — ( 152 ) — — — Withholding tax on restricted stock units — — ( 320 ) — — — ( 7,678 ) — — ( 7,678 ) — ( 7,678 ) Issuance of shares under Employee Stock Purchase Plan — — 406 — — — 7,801 — — 7,801 — 7,801 Share-based compensation expense — — — — — — 21,641 — — 21,641 — 21,641 Net loss — — — — — — — — ( 11,081 ) ( 11,081 ) — ( 11,081 ) Foreign currency translation adjustment — — — — — — — ( 5,308 ) — ( 5,308 ) — ( 5,308 ) Balance, June 30, 2024 — $ — 36,107 $ 72 ( 7,138 ) $ ( 79,213 ) $ 353,109 $ ( 13,419 ) $ 631,058 $ 891,607 $ — $ 891,607 The accompanying notes are an integral part of these consolidated financial statements. 74 ALPHA AND OMEGA SEMICONDUCTOR LIMITED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended June 30, 2024 2023 2022 Cash flows from 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 ) Loss on changes of equity interest in the JV Company, net — — 3,140 Deferred income tax on deconsolidation and changes of equity interest in the JV Company — — 29,973 Depreciation and amortization 53,757 43,207 42,851 Equity method investment loss from equity investee 4,789 1,411 2,629 Share-based compensation expense 21,641 37,488 31,324 Deferred income taxes, net ( 880 ) ( 1,418 ) 1,592 Loss on disposal of property and equipment 78 182 18 Changes in assets and liabilities: Accounts receivable 9,873 43,262 ( 30,085 ) Inventories ( 12,503 ) ( 25,207 ) ( 57,416 ) Other current and long-term assets 1,927 ( 18,695 ) ( 9,408 ) Payable related to equity investee, net 1,731 ( 17,038 ) 48,192 Accounts payable ( 2,406 ) ( 19,568 ) 23,755 Income taxes payable ( 1,974 ) 1,957 ( 1,687 ) Income taxes payable on deconsolidation and changes of equity interest in the JV Company — — 3,490 Increase (decrease) in deferred revenue ( 5,482 ) 8,073 — Accrued and other liabilities ( 33,760 ) ( 45,545 ) 76,407 Net cash provided by operating activities 25,710 20,473 218,865 Cash flows from investing activities Proceeds from sale of equity interest in the JV Company — — 26,347 Deconsolidation of cash and cash equivalents of the JV Company — — ( 20,734 ) Purchases of property and equipment ( 37,088 ) ( 110,428 ) ( 138,014 ) Proceeds from sale of property and equipment 383 167 135 Government grants related to equipment 961 631 1,444 Net cash used in investing activities ( 35,744 ) ( 109,630 ) ( 130,822 ) Cash flows from financing activities Withholding tax on restricted stock units ( 7,678 ) ( 6,381 ) ( 8,641 ) Proceeds from exercise of stock options and ESPP 10,114 8,978 6,143 Payments for repurchase of common shares — ( 13,432 ) — Proceeds from borrowings — 8,632 64,276 Repayments of borrowings ( 11,472 ) ( 26,598 ) ( 35,748 ) Principal payments on finance leases ( 867 ) ( 810 ) ( 4,176 ) Net cash provided by (used in) financing activities ( 9,903 ) ( 29,611 ) 21,854 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 126 ) ( 280 ) ( 59 ) Net increase (decrease) in cash, cash equivalents and restricted cash ( 20,063 ) ( 119,048 ) 109,838 Cash, cash equivalents and restricted cash at beginning of year 195,603 314,651 204,813 Cash, cash equivalents and restricted cash at end of year $ 175,540 $ 195,603 $ 314,651 75 ALPHA AND OMEGA SEMICONDUCTOR LIMITED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended June 30, 2024 2023 2022 Supplemental disclosures of cash flow information: Cash paid for interest $ 2,564 $ 3,711 $ 3,404 Cash paid for income taxes $ 5,758 $ 1,537 $ 5,768 Supplemental disclosures of non-cash investing and financing information: Property and equipment purchased but not yet paid $ 7,381 $ 12,715 $ 62,165 Reissuance of treasury stock $ 152 $ 67 $ 64 Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 175,127 $ 195,188 $ 314,352 Restricted cash 413 415 299 Total cash, cash equivalents, and restricted cash $ 175,540 $ 195,603 $ 314,651 The accompanying notes are an integral part of these consolidated financial statements. 76 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. The Company and Significant Accounting Policies The Company 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 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. Basis of Preparation The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and a subsidiary in which it had a controlling interest until December 1, 2021. As of December 2, 2021, the Company ceased having control over this subsidiary. Therefore, the Company deconsolidated this subsidiary as of that date. Subsequently, the Company has accounted for it using the equity method of accounting. All intercompany account balances and transactions have been eliminated. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Joint Venture On March 29, 2016, the Company entered into a joint venture contract (the “JV Agreement”) with two investment funds owned by the Municipality of Chongqing (the “Chongqing Funds”), pursuant to which the Company and the Chongqing Funds formed a joint venture, the JV Company, for the purpose of constructing and operating a power semiconductor packaging, testing and 12-inch wafer fabrication facility in the Liangjiang New Area of Chongqing, China (the “JV Transaction”). As of December 1, 2021, the Company owned 50.9 %, and the Chongqing Funds owned 49.1 %, of the equity interest in the JV Company. The Joint Venture was accounted under the provisions of the consolidation guidance since the Company had controlling financial interest until December 1, 2021. As of December 2, 2021, the Company ceased having control over the JV Company. Therefore, the Company deconsolidated the JV Company as of that date. Subsequently, the Company has accounted for its investment in the JV Company using the equity method of accounting. As of June 30, 2023, the percentage of outstanding JV equity interest beneficially owned by the Company was reduced to 42.2 %. 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. 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 The Company is subject to certain risks and uncertainties. The Company believes changes in any of the following areas could have a material adverse effect on the Company's future financial position or results of operations or cash flows: 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 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; disruptions of the supply chain of components needed for our products; inability to obtain additional financing; inability to meet certain debt covenants; fundamental changes in the technology underlying the Company’s products; successful and timely completion of product design efforts; and new product design introductions by competitors. Additional risks and uncertainties that the Company is unaware of, or that the Company currently believes are not material, may also become important factors that adversely affect its business. 77 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. Currently the Company's main third-party foundry is Shanghai Hua Hong Grace Electronic Company Limited, or HHGrace, located in Shanghai, China. HHGrace has been manufacturing wafers for the Company since 2002. HHGrace manufactured approximately 3.8 %, 9.6 % and 10.3 % of the wafers used in the Company's products for the fiscal years ended June 30, 2024, 2023 and 2022, respectively. Although the Company believes that its volume of production allows the Company to secure favorable pricing and priority in allocation of capacity in its third-party foundries, if the foundries' capacities are constrained due to market demands, HHGrace, together with other foundries from which the Company purchases wafers, may not be willing or able to satisfy all of the Company's manufacturing requirements on a timely basis and/or at favorable prices. In addition, manufacturing facilities' capacity affects the Company's gross margin because the Company has certain fixed costs associated with its Oregon Fab as well as in-house packaging and testing facilities. If the Company fails to utilize its manufacturing facilities' capacity at a desirable level, its financial condition and results of operations will be adversely affected. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. 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. Foreign Currency Transactions and Translation Most of the Company's principal subsidiaries use U.S. dollars as their functional currency because their transactions are primarily conducted and settled in U.S. dollars. All of their revenues and a significant portion of their operating expenses are denominated in U.S. dollars. The functional currencies for the Company's in-house packaging and testing facilities in China are U.S. dollars, and a majority of their capital expenditures are denominated in U.S. dollars. Foreign currency transactions are translated into the functional currencies using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses, resulting from the settlement of such transactions and from the re-measurement of monetary assets and liabilities denominated in foreign currencies using exchange rates at balance sheet date and non-monetary assets and liabilities using historical exchange rates, are recognized in the consolidated statements of operations. For the Company's subsidiaries which use the local currency as their functional currency, their results and financial position are translated into U.S. 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) in the consolidated statements of equity. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents primarily consist of cash on hand and short-term bank deposits with original maturities of three months or less. Cash equivalents are highly liquid investments with stated maturities of three months or less as of the dates of purchase. The carrying amounts reported for cash and cash equivalents are considered to approximate fair values based upon their short maturities. Cash and cash equivalents are maintained with reputable major financial institutions. If, due to current economic conditions or other factors, one or more of the financial institutions with which the Company maintains deposits fails, the Company's cash and cash equivalents may be at risk. Deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. The Company maintains restricted cash in connection with cash balances temporarily restricted for regular business operations. These balances have been excluded from the Company’s cash and cash equivalents balance and are classified as restricted cash in the Company’s consolidated balance sheets. As of June 30, 2024 and 2023, the amount of restricted cash was $ 0.4 million and $ 0.4 million, respectively. Accounts Receivable, net 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 78 Company writes off a receivable and charges against its recorded allowance when it has exhausted its collection efforts without success. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Fair Value of Financial Instruments The fair value of cash equivalents is based on observable market prices and have been categorized in Level 1 in the fair value hierarchy. Cash equivalents consist primarily of short-term bank deposits. The carrying values of financial instruments such as cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values due to their short-term maturities. The carrying value of the Company's debt is considered a reasonable estimate of fair value which is estimated by considering the current rates available to the Company for debt of the same remaining maturities, structure and terms of the debts. Inventories The Company carries inventories at the lower of cost (determined on a first-in, first-out basis) or net realizable value. Cost includes semiconductor wafer and raw materials, labor, depreciation expenses and other manufacturing expenses and overhead, and packaging and testing fees paid to third parties if subcontractors are used. Valuation of inventories are based on the Company's periodic review of inventory quantities on hand as compared with its sales forecasts, historical usage, aging of inventories, production yield levels and current product selling prices. If actual market conditions are less favorable than those forecasted by management, additional future inventory write-downs may be required that could adversely affect the Company's operating results. Adjustments to inventory once established are not reversed until the related inventory has been sold or scrapped. If actual market conditions are more favorable than expected and the products that have previously been written down are sold, our gross margin would be favorably impacted. Property, Plant and Equipment Property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes expenditures that are directly attributable to the acquisition of the items and the costs incurred to make the assets ready for their intended use. Depreciation is provided for on a straight-line basis over the estimated useful lives of the related assets as follows: Building and building improvements 20 years Manufacturing machinery and equipment 7 to 10 years Equipment and tooling 3 to 5 years Computer hardware and software 3 to 5 years Office furniture and equipment 3 to 5 years Leasehold improvements 2 to 15 years Vehicle 5 years 79 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 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. Costs incurred during the application development stage are required to be capitalized. The application development stage is characterized by software design and configuration activities, coding, testing and installation. Training costs and maintenance are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. Costs include employee costs incurred and fees paid to outside consultants for the software development and implementation. Internally developed software is amortized over its estimated useful life of three to five years starting from the date when it is ready for its intended use. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized as selling, general and administrative expenses in the consolidated statements of operations. Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Government Grants The Company occasionally receives government grants that provide financial assistance for certain eligible expenditures in China. These grants include reimbursements on interest expense on bank borrowings, payroll tax credits, credit for property, plant and equipment in a particular geographical location, employment credits as well as business expansion credits. Government grants are not recognized until there is reasonable assurance that the Company will comply with the conditions attaching to it, and that the grant will be received. 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, 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. 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 its results of operations. There was no impairment of long-lived assets for fiscal years 2024, 2023 and 2022. Revenue Recognition The Company determines revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; 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. Our standard payment terms range from 30 to 60 days. The Company sells its products primarily to distributors, who in turn sell the products globally to various end customers. The Company allows stock rotation returns from certain distributors. Stock rotation returns are governed by contract and are limited to a specified percentage of the monetary value of products purchased by distributors during a specified period. The Company records an allowance for stock rotation returns based on historical returns, current expectations, and individual distributor agreements. The Company also provides special pricing to certain distributors, primarily based on volume, to encourage resale of the Company's products. Allowance for price adjustments is recorded against accounts receivable and the provision for stock rotation rights is included in accrued liabilities on the consolidated balance sheets. The Company's performance obligations relate to contracts with a duration of less than one year. The Company elected to apply the practical expedient provided in ASC 606, “Revenue from Contracts with Customers”. Therefore, the Company is not 80 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. Applying the practical expedient, the Company recognizes commissions as expense when incurred, as the amortization period of the commission asset the Company would have otherwise recognized is less than one year. Packaging and testing services revenue is recognized at a point in time upon shipment of serviced products to the customer. 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 $ 45.0 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 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. In addition, the Company also entered an accompanying supply agreement to provide limited wafer supply to the customer. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities and long-term operating lease liabilities on the Company's consolidated balance sheets. Finance leases are included in property, plant and equipment, finance lease liabilities and long-term finance leases liabilities on the consolidated balance sheets. 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 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. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating lease expense is generally recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred and are not included within the operating lease ROU asset and lease liability calculation. The Company does not record leases on the consolidated balance sheet with a term of one year or less. The Company elected to combine its lease and non-lease components as a single lease component for all asset classes. Product Warranty 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 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. Shipping and Handling Costs Shipping and handling costs are included in cost of goods sold. Research and Development Research and development costs are expensed as incurred. 81 Provision for Income Taxes Income tax expense or benefit is based on income or loss before taxes. Deferred tax assets and liabilities are recognized principally for the expected tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts. The Company is subject to income taxes in a number of jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company establishes accruals for certain tax contingencies based on estimates of whether additional taxes may be due. While the final tax outcome of these matters may differ from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Significant management judgment is also required in determining whether deferred tax assets will be realized in full or in part. When it is more likely than not that all or some portion of specific deferred tax assets such as net operating losses or research and experimentation tax credit carryforwards will not be realized, a valuation allowance must be established for the amount of the deferred tax assets that cannot be realized. The Company considers all available positive and negative evidence on a jurisdiction-by-jurisdiction basis when assessing whether it is more likely than not that deferred tax assets are recoverable. The Company considers evidence such as our past operating results, the existence of cumulative losses in recent years and our forecast of future taxable income. The Company has concluded that it should report a full valuation allowance on its state research and development (R&D) tax credit carryforwards as the Company annually generates more state R&D tax credits than it could use based on its forecasts. The Financial Accounting Standards Board (FASB), issued guidance which clarifies the accounting for income taxes by prescribing a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely to be realized upon ultimate settlement. Although the guidance on the accounting for uncertainty in income taxes prescribes the use of a recognition and measurement model, the determination of whether an uncertain tax position has met those thresholds will continue to require significant judgment by management. If the ultimate resolution of tax uncertainties is different from what is currently estimated, a material impact on income tax expense could result. The Company's provision for income taxes is subject to volatility and could be adversely impacted by changes in earnings or tax laws and regulations in various jurisdictions. The Company is subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of changes to reserves, as well as the related net interest and penalties. Share-based Compensation Expense The Company maintains an equity-settled, share-based compensation plan to grant restricted share units and stock options. The Company recognizes expense related to share-based compensation awards that are ultimately expected to vest based on estimated fair values on the date of grant. The fair value of restricted share units is based on the fair value of the Company's common share on the date of grant. For restricted stock awards subject to market conditions, the fair value of each restricted stock award is estimated at the date of grant using the Monte-Carlo pricing model. The fair value of stock options is estimated on the date of grant using the Black-Scholes option valuation model. Share-based compensation expense is recognized on the accelerated attribution basis over the requisite service period of the award, which generally equals the vesting period. The Black-Scholes option valuation model requires the input of subjective assumptions, including the expected term and stock price volatility. In addition, judgment is also required in estimating the number of stock-based awards that are expected to be forfeited. 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. 82 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. Advertising Advertising expenditures are expensed as incurred. Advertising expense was $ 0.6 million, $ 0.5 million and $ 0.2 million in the fiscal years ended June 30, 2024, 2023, and 2022, respectively. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company's accumulated other comprehensive income (loss) consists of cumulative foreign currency translation adjustments. Recent Accounting Pronouncements Recently Adopted Accounting Standards None 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. 2. Equity Method Investment in Equity Investee On December 1, 2021 (the “Effective Date”), Alpha & Omega Semiconductor (Shanghai) Ltd. (“AOS SH”) and Agape Package Manufacturing (Shanghai) Limited (“APM SH”), each a wholly-owned subsidiary of the Company, entered into a share transfer agreement (“STA”) with a third-party investor to sell a portion of the Company's equity interest in the JV Company which consists of a power semiconductor packaging, testing and 12-inch wafer fabrication facility in Chongqing, China (the “Transaction”). The Transaction closed on December 2, 2021 (the “Closing Date”), which reduced the Company’s equity interest in the JV Company from 50.9 % to 48.8 %. Also, the Company’s right to designate directors on the board of the JV Company was reduced to three ( 3 ) out of seven ( 7 ) directors, from four ( 4 ) directors prior to the Transaction. 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 operations. The gain on deconsolidation of the JV Company was calculated as follows: 83 (in thousands) Cash received for sales of shares in the JV Company $ 16,924 Fair value of retained equity method investment 393,124 Carrying amount of non-controlling interest 143,889 Cumulative translation adjustment removal 1,793 Carrying amount of net assets of the JV Company at December 1, 2021 ( 156,637 ) Gain on deconsolidation of the JV Company $ 399,093 On December 24, 2021, the Company entered into a share transfer agreement with another third-party investor, pursuant to which the Company sold to this investor 1.1 % of outstanding equity interest held by the Company in the JV Company. In addition, the JV Company adopted an employee equity incentive plan and issued an equity interest equivalent to 3.99 % of the JV Company in exchange to cash. As a result of these two transactions, the Company owned 45.8 % of the equity interest in the JV Company as of December 31, 2021. On January 26, 2022, the JV Company completed a financing transaction pursuant to a corporate investment agreement (the “Investment Agreement”) between the JV Company and certain third-party investors (the “New Investors”). Under the Investment Agreement, the New Investors purchased newly issued equity interest of the JV Company, representing approximately 7.82 % of post-transaction outstanding equity interests of the JV Company, for a total purchase price of RMB 509 million (or approximately USD 80 million based on the currency exchange rate as of January 26, 2022) (the “Investment”). 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 was recorded in the fiscal year ended June 30, 2022 as follows: (in thousands) Gain on 1.1% equity interest sold $ 475 Loss on diluted equity interest from issuance of shares under the employee equity incentive plan ( 8,116 ) Gain on 7.82% equity interest sold 4,501 Loss on changes on equity interest of the JV Company, net $ ( 3,140 ) 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 %. 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 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 (in thousands): 84 As of March 31, 2024 As of March 31, 2023 As of March 31, 2022 Current assets $ 86,280 $ 122,324 $ 198,323 Non-current assets $ 338,450 $ 333,165 $ 364,777 Current liabilities $ 70,776 $ 122,340 $ 251,988 Non-current liabilities $ 81,899 $ 36,525 $ 76,207 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 Gross loss (income) $ ( 1,844 ) $ ( 4,502 ) $ 870 Operating expenses $ 9,174 $ 5,939 $ 2,280 Net loss $ 9,477 $ 4,906 $ 6,197 3. Related Party Transactions As of June 30, 2024, the Company owned 42.8 % equity interest in the JV Company, which, by definition, is a related party to the Company. The JV Company supplies 12-inch wafers and provides assembly and testing services to AOS. AOS previously sold 8-inch wafers to the JV Company for further assembly and testing services until January 1, 2023, when it changed to consign the 8-inch wafers to the JV Company. Due to the right of offset of receivables and payables with the JV Company, as of June 30, 2024 and 2023, AOS recorded the net amount of $ 13.7 million and $ 12.0 million, respectively, as a payable related to equity investee, net, on the Consolidated Balance Sheet. Since the December 2, 2021 deconsolidation of the JV Company and through the fiscal year ended June 30, 2022, the Company purchased finished goods and services of $ 117.6 million from the JV Company and AOS provided the JV Company with $ 36.4 million of 8-inch wafers. 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. 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. 85 4. 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. Diluted net income (loss) per share is computed using the weighted-average number of common shares outstanding, plus potential shares of common stock during the period. 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 (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, 2024 2023 2022 (in thousands, except per share data) Numerator: Net income (loss) attributable to Alpha and Omega Semiconductor Limited $ ( 11,081 ) $ 12,364 $ 453,163 Denominator: Basic: Weighted average number of common shares used to compute basic net income (loss) per share 28,236 27,552 26,764 Diluted: 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 (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 (loss) per share as their effect would have been anti-dilutive: Year Ended June 30, 2024 2023 2022 (in thousands) Employee stock options and RSUs 2,822 310 277 ESPP 1,019 309 21 Total potential dilutive securities 3,841 619 298 86 5. Concentration of Credit Risk and Significant Customers The Company manages its credit risk associated with exposure to distributors and direct customers on outstanding accounts receivable through the application of credit approvals, credit ratings and other monitoring procedures. In some instances, the Company also obtains letters of credit from certain customers. Credit sales, which are mainly on credit terms of 30 to 60 days, are only made to customers who meet the Company's credit standards, while sales to new customers or customers with low credit ratings are usually made on an advance payment basis. The Company considers its trade accounts receivable to be of good credit quality because its key distributors and direct customers have long-standing business relationships with the Company and the Company has not experienced any significant bad debt write-offs of accounts receivable in the past. The Company closely monitors the aging of accounts receivable from its distributors and direct customers, and regularly reviews their financial positions, where available. Summarized below are individual customers whose revenue or accounts receivable balances were 10% or higher than the respective total consolidated amounts: Year Ended June 30, Percentage of revenue 2024 2023 2022 Customer A 25.0 % 21.6 % 24.6 % Customer B 46.0 % 35.6 % 39.7 % Customer D * 14.0 % * June 30, Percentage of accounts receivable 2024 2023 Customer A * 15.3 % Customer B * 17.6 % Customer C 33.4 % 13.3 % Customer D 33.4 % 30.9 % * Less than 10% 87 6. Balance Sheet Components Accounts receivable, net June 30, 2024 2023 (in thousands) Accounts receivable $ 54,265 $ 62,426 Less: Allowance for price adjustments ( 41,689 ) ( 39,976 ) Less: Allowance for doubtful accounts ( 30 ) ( 30 ) Accounts receivable, net $ 12,546 $ 22,420 Inventories June 30, 2024 2023 (in thousands) Raw materials $ 78,064 $ 86,620 Work in-process 87,898 69,426 Finished goods 29,788 27,201 $ 195,750 $ 183,247 Other current assets June 30, 2024 2023 (in thousands) VAT receivable $ 304 $ 275 Other prepaid expenses 1,822 3,863 Prepaid insurance 4,623 4,162 Prepaid maintenance 2,195 1,697 Prepayments to supplier 1,301 10,689 Prepaid income tax 819 707 Interest receivable 383 135 Other receivables 2,718 1,138 $ 14,165 $ 22,666 88 Property, plant and equipment, net June 30, 2024 2023 (in thousands) Land $ 4,877 $ 4,877 Building and building improvements 71,266 26,478 Manufacturing machinery and equipment 423,960 398,757 Equipment and tooling 36,203 32,737 Computer equipment and software 53,081 49,890 Office furniture and equipment 3,193 3,087 Leasehold improvements 41,671 38,787 634,251 554,613 Less: accumulated depreciation ( 320,751 ) ( 272,503 ) 313,500 282,110 Equipment and construction in progress 23,119 75,721 Property, plant and equipment, net $ 336,619 $ 357,831 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. Unamortized capitalized software development costs in each of the periods presented at June 30, 2024 and 2023 were $ 1.0 million and $ 0.9 million, respectively. Other long-term assets June 30, 2024 2023 (in thousands) Prepayments for property and equipment $ 620 $ 1,717 Investment in privately held companies 100 100 Customs deposit 652 931 Deposit with supplier 22,117 12,290 Other long-term deposits 37 37 Office leases deposits 1,418 1,274 Other 295 3,354 $ 25,239 $ 19,703 89 Intangible assets, net June 30, 2024 2023 (in thousands) Patents and technology rights $ 18,037 $ 18,037 Trade name 268 268 Customer relationships 1,150 1,150 19,455 19,455 Less: accumulated amortization ( 16,208 ) ( 12,959 ) 3,247 6,496 Goodwill 269 269 Intangible assets, net $ 3,516 $ 6,765 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. The estimated useful lives for patents and technology rights and trade name were five years and ten years , respectively. Customer relationships are fully amortized. Estimated future minimum amortization expense of intangible assets is as follows (in thousands): Year ending June 30, 2025 $ 3,247 90 Accrued liabilities June 30, 2024 2023 (in thousands) Accrued compensation and benefits $ 14,945 $ 15,627 Warranty accrual 2,407 1,674 Stock rotation accrual 4,660 5,588 Accrued professional fees 3,198 2,458 Accrued inventory 728 1,597 Accrued facilities related expenses 2,137 2,327 Accrued property, plant and equipment 6,986 6,402 Other accrued expenses 3,822 4,401 Customer deposits 32,182 38,082 ESPP payable 1,306 1,377 $ 72,371 $ 79,533 Short-term customer deposits are payments received from customers for securing future product shipments. 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: Year Ended June 30, 2024 2023 2022 (in thousands) Beginning balance $ 1,674 $ 2,650 $ 2,795 Addition 1,186 3,666 1,127 Utilization ( 453 ) ( 4,642 ) ( 1,272 ) Ending balance $ 2,407 $ 1,674 $ 2,650 The activity in the stock rotation accrual, included in accrued liabilities is as follows: Year Ended June 30, 2024 2023 2022 (in thousands) Beginning balance $ 5,588 $ 4,798 $ 3,917 Addition 11,044 13,950 5,817 Utilization ( 11,972 ) ( 13,160 ) ( 4,936 ) Ending balance $ 4,660 $ 5,588 $ 4,798 91 Other long-term liabilities June 30, 2024 2023 (in thousands) Customer deposits $ 19,661 $ 46,393 Computer software liabilities — 4,644 Other long-term liabilities $ 19,661 $ 51,037 Customer deposits are payments received from customers for securing future product shipments. 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. 7. Bank Borrowing Short-term bank borrowing 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 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 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 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 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 On August 9, 2019, one of the Company's wholly-owned subsidiaries (the "Borrower") entered into a factoring agreement with the Hongkong and Shanghai Banking Corporation Limited (“HSBC”), whereby the Borrower assigns certain of its accounts receivable with recourse. 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 the Secured Overnight Financing Rate ("SOFR)", plus 2.01 % per annum. The Company is the guarantor for this agreement. The Company is accounting for this transaction as a secured borrowing under the Transfers and Servicing of Financial Assets guidance. In addition, any cash held in the restricted bank account controlled by HSBC has a legal right of offset against the borrowing. This agreement, with certain financial covenants required, has no expiration date. On August 11, 2021, the Borrower signed an agreement with HSBC to decrease the borrowing maximum amount to $ 8.0 million with certain financial covenants required. Other terms remain the same. The Borrower was in compliance with these covenants as of June 30, 2024. 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 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 . The implied interest rate was 4.75 % per annum which was adjustable based on every five basis point increase in 60-month U.S. Treasury Notes, until the final installation and acceptance of the equipment. 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 92 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. In September 2022, Lender paid the remaining 10 % payment for the total purchase price and reimbursed Jireh for the 50 % down payment, after the installation and configuration of the equipment. The title of the equipment was transferred to Lender following such payment. The agreement was amended with fixed implied interest rate of 7.51 % and monthly payment of principal and interest effective in October 2022. Other terms remain the same. In addition, Jireh purchased hardware for the machine under this financing arrangement. The purchase price of this hardware was $ 0.2 million. 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. Long-term bank borrowings On August 18, 2021, Jireh entered into a term loan agreement with a financial institution (the "Bank") in an amount up to $ 45.0 million for the purpose of expanding and upgrading the Company’s fabrication facility located in Oregon. The obligation under the loan agreement is secured by substantially all assets of Jireh and guaranteed by the Company. 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. The loan accrues interest based on adjusted LIBOR plus the applicable margin based on the outstanding balance of the loan. This agreement contains customary restrictive covenants and includes certain financial covenants that the Company is required to maintain. Jireh drew down $ 45.0 million on February 16, 2022 with the first payment of principal beginning in October 2022. As of June 30, 2024, Jireh was in compliance with these covenants and the outstanding balance of this loan was $ 29.2 million. At June 30, 2024, maturities of short-term debt and long-term debt were as follows (in thousands): Year ending June 30, 2025 $ 11,664 2026 11,871 2027 14,344 2028 536 Total principal of debt 38,415 Less: debt issuance costs ( 56 ) Total principal of debt, less debt issuance costs $ 38,359 Short-term Debt Long-term Debt Total Principal amount $ 11,664 $ 26,751 $ 38,415 Less: debt issuance costs ( 29 ) ( 27 ) ( 56 ) Total debt, less debt issuance costs $ 11,635 $ 26,724 $ 38,359 93 8. Leases The Company evaluates contracts for lease accounting at contract inception and assesses lease classification at the lease commencement date. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities and operating lease liabilities - long-term on the Company's consolidated balance sheets. Finance leases are included in property, plant and equipment, finance lease liabilities and finance lease liabilities-long-term on the consolidated balance sheets. The Company recognizes a ROU asset and corresponding lease obligation liability at the lease commencement date where the lease obligation liability is measured at the present value of the minimum lease payments. As most of the leases do not provide an implicit rate, the Company uses its incremental borrowing rate at lease commencement. The Company uses an interest rate commensurate with the interest rate to borrow on a collateralized basis over a similar term with an amount equal to the lease payments. Operating leases are primarily related to offices, research and development facilities, sales and marketing facilities, and manufacturing facilities. In addition, long-term supply agreements to lease gas tank equipment and purchase industrial gases are accounted for as operating leases. Lease agreements frequently include renewal provisions and require the Company to pay real estate taxes, insurance and maintenance costs. For operating leases, the amortization of the ROU asset and the accretion of its lease obligation liability result in a single straight-line expense recognized over the lease term. The finance lease is related to the $ 5.1 million of a machinery lease financing with a vendor. In September 2022, the lease was amended to make a monthly payment of principal and interest as a fixed amount effective in October 2022. Other terms remain the same. The amendment was accounted for as a debt modification and no gain or loss was recognized. The Company does not record leases on the consolidated balance sheet with a term of one year or less. The components of the Company’s operating and finance lease expenses are as follows for the years presented (in thousands): Year Ended June 30, 2024 Year Ended June 30, 2023 Operating leases: Fixed rent expense $ 6,268 $ 5,779 Variable rent expense 1,095 1,014 Finance lease: Amortization of equipment 513 522 Interest 277 306 Short-term leases: Short-term lease expenses 161 400 Total lease expenses $ 8,314 $ 8,021 94 Supplemental balance sheet information related to the Company’s operating and finance leases is as follows (in thousands, except lease term and discount rate): June 30, 2024 June 30, 2023 Operating Leases : ROU assets associated with operating leases $ 25,050 $ 24,349 Finance Lease: Property, plant and equipment, gross $ 5,133 $ 5,133 Accumulated depreciation ( 1,171 ) ( 657 ) Property, plant and equipment, net $ 3,962 $ 4,476 Weighted average remaining lease term (in years) Operating leases 5.54 6.57 Finance lease 3.25 4.25 Weighted average discount rate Operating leases 4.91 % 4.67 % Finance lease 7.51 % 7.51 % 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: Operating cash flows from operating leases $ 6,330 $ 5,945 Operating cash flows from finance lease $ 277 $ 306 Financing cash flows from finance lease $ 867 $ 810 Non-cash investing and financing information: Operating lease right-of-use assets obtained in exchange for lease obligations $ 5,884 $ 5,579 Future minimum lease payments are as follows as of June 30, 2024 (in thousands): Operating Leases Finance Leases 2025 $ 6,291 $ 1,144 2026 5,455 1,144 2027 4,546 1,145 2028 4,071 191 2029 3,937 — Thereafter 5,136 — Total minimum lease payments 29,436 3,624 Less amount representing interest ( 3,800 ) ( 407 ) Total lease liabilities $ 25,636 $ 3,217 95 9. Shareholders' Equity Common Shares The Company's Bye-laws, as amended, authorized the Company to issue 100,000,000 common shares with par value of $ 0.002 . Each common share is entitled to one vote. The holders of common shares are also entitled to receive dividends whenever funds are legally available and when and if declared by the board of directors. No dividends had been declared as of June 30, 2024. In September 2017, the board of directors approved a repurchase program (the “Repurchase Program”) that allowed the Company to repurchase its common shares from the open market pursuant to a pre-established Rule 10b5-1 trading plan or through privately negotiated transactions up to an aggregate of $ 30.0 million. The amount and timing of any repurchases under the Repurchase Program depend on a number of factors, including but not limited to, the trading price, volume and availability of the Company's common shares. Shares repurchased under this program are accounted for as treasury shares and the total cost of shares repurchased is recorded as a reduction of shareholders' equity. From time to time, treasury shares may be reissued as part of the Company's stock-based compensation programs. Gains on re-issuance of treasury stock are credited to additional paid-in capital; losses are charged to additional paid-in capital to offset the net gains, if any, from previous sales or re-issuance of treasury stock. 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. During fiscal year 2024 and 2022, the Company did no t repurchase any shares pursuant to the repurchase program. As of June 30, 2024, the Company had repurchased an aggregate of 7,332,780 shares for a total cost of $ 81.1 million, at an average price of $ 11.01 per share, excluding fees and related expenses, since inception of the program. No repurchased shares have been retired. 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”). 96 10. Share-based Compensation 2018 Omnibus Incentive Plan The 2009 Share Option/Share Issuance Plan (the “2009 Plan”) was approved in September 2009 at the annual general meeting of shareholders in connection with the Company's IPO. At the annual general meeting of shareholders in November 2018, the 2009 Plan was approved to be terminated and the 2018 Omnibus Incentive Plan (the “2018 Plan”) was effective. No further awards will be made under the 2009 Plan. The 2018 Plan authorized the board of directors to grant incentive share options, non-statutory share options and restricted shares to employees, directors, non-employee directors and consultants of the Company and its subsidiaries for up to 2,065,000 common shares. The 2018 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. Outstanding shares under the 2018 Plan and awards granted under the 2009 Plan that expire, are forfeited or cancelled or terminate prior to the issuance of the shares subject to those awards or are settled in cash will be available for subsequent issuance under the 2018 Plan. At the annual general meeting of shareholders in November 2021, 2022 and 2023, the 2018 Plan was approved to increase by 1,000,000 , 740,000 and 427,000 shares, respectively, to a total of 4,232,000 shares. 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 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 common shares on the date of grant. Time-based Restricted Stock Units (“TRSU”) The following table summarizes the Company's TRSU activities: Number of Time-based Restricted Stock Units Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Recognition Period (Years) Aggregate Intrinsic Value Nonvested at June 30, 2021 1,053,524 $ 21.60 1.73 $ 32,016,594 Granted 597,381 $ 45.83 Vested ( 410,670 ) $ 20.54 Forfeited ( 70,626 ) $ 26.79 Nonvested at June 30, 2022 1,169,609 $ 34.03 1.73 $ 38,994,764 Granted 714,080 $ 27.70 Vested ( 451,549 ) $ 28.84 Forfeited ( 47,075 ) $ 33.40 Nonvested at June 30, 2023 1,385,065 $ 32.48 1.73 $ 45,430,132 Granted 679,993 $ 23.12 Vested ( 521,109 ) $ 30.00 Forfeited ( 74,814 ) $ 30.34 Nonvested at June 30, 2024 1,469,135 $ 29.13 1.66 $ 54,901,575 97 Performance-based Restricted Stock Units (“PRSU”) In March each year since fiscal year 2017, the Company granted PRSU to certain personnel. The number of shares to be ultimately earned under the PRSU is determined based on the level of attainment of predetermined financial goals. The PRSU vests in four equal annual installments from the first anniversary date after the grant date if certain predetermined financial goals were met. 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. The following table summarizes the Company’s PRSU activities: Number of Performance-based Restricted Stock Units Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Recognition Period (Years) Aggregate Intrinsic Value Nonvested at June 30, 2021 353,824 $ 22.69 1.74 $ 10,752,711 Granted 194,000 $ 48.65 Vested ( 151,199 ) $ 19.44 Forfeited ( 7,250 ) $ 40.33 Nonvested at June 30, 2022 389,375 $ 36.56 1.85 $ 12,981,763 Granted 264,214 $ 25.70 Vested ( 116,132 ) $ 30.54 Forfeited ( 10,743 ) $ 48.65 Nonvested at June 30, 2023 526,714 $ 32.19 1.78 $ 17,276,219 Granted 209,250 $ 21.55 Vested ( 123,632 ) $ 30.50 Forfeited ( 268,207 ) $ 26.59 Nonvested at June 30, 2024 344,125 $ 30.69 1.73 $ 12,859,951 Market-based Restricted Stock Units (“MSUs”) 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 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 %. 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 98 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: risk-free interest rate of 0.13 %, expected term of 1.3 years, expected volatility of 66.7 % and dividend yield of 0 %; and for post-modification conditions: risk-free interest rate of 0.14 %, expected term of 2.3 years, expected volatility of 59.1 % and dividend yield of 0 %. The fair value of these MSUs was recalculated to reflect the change as of August 31, 2020 and the unrecognized compensation amount was adjusted to reflect the increase in fair value. The Company recorded approximately $ 1.0 million, $ 3.9 million and $ 1.6 million of expense for these MSUs during the years ended June 30, 2024, 2023 and 2022, respectively. The following table summarizes the Company’s MSUs activities: Number of Market-based Restricted Stock Units Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Recognition Period (Years) Aggregate Intrinsic Value 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 Vested ( 90,000 ) $ 5.17 Forfeited ( 8,000 ) $ 48.44 Nonvested at June 30, 2023 2,108,000 $ 25.86 2.96 $ 69,142,400 Vested ( 275,000 ) $ 5.17 Forfeited ( 106,000 ) $ 42.32 Nonvested at June 30, 2024 1,727,000 $ 28.15 2.83 $ 64,537,990 Stock Option The following table summarizes the Company's stock option activities: Weighted Weighted Average Average Remaining Number of Exercise Price Contractual Aggregate Shares Per Share Term (in years) Intrinsic Value Outstanding at June 30, 2021 487,875 $ 7.99 2.32 Exercised ( 98,000 ) $ 9.15 $ 3,936,675 Outstanding at June 30, 2022 389,875 $ 7.70 1.53 Exercised ( 65,500 ) $ 8.42 $ 1,442,646 Canceled or forfeited ( 5,000 ) $ 9.19 Outstanding at June 30, 2023 319,375 $ 7.53 0.72 $ 8,071,631 Exercised ( 309,375 ) $ 7.48 $ 5,588,750 Outstanding at June 30, 2024 10,000 $ 9.07 0.13 $ 283,000 Options vested and expected to vest 10,000 $ 9.07 0.13 $ 283,000 Exercisable at June 30, 2024 10,000 $ 9.07 0.13 $ 283,000 The aggregate intrinsic value for options outstanding at June 30, 2024 in the table above is based on the Company’s common stock closing price on June 30, 2024. The 2018 Employee Share Purchase Plan 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 99 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. The Purchase Plan allows employees to purchase common shares through payroll deductions of up to 15 % of their eligible compensation. Such deductions will accumulate over a six-month accumulation period without interest. After such accumulation period, common shares will be purchased at a price equal to 85 % of the fair market value per share on either the first day of the offering period or the last date of the accumulation period, whichever is less. The maximum number of shares that may be purchased by a participant on any purchase date may not exceed 875 shares for a total of 3,500 shares per a 24-month offering period. In addition, no participant may purchase more than $ 25,000 worth of common stock in any one calendar year period. No more than 300,000 common shares may be purchased by all participants on any purchase date. The ESPP is compensatory and results in compensation expense. The fair values of common shares to be issued under the ESPP were determined using the Black-Scholes option pricing model with the following assumptions: Year Ended June 30, 2024 2023 2022 Volatility rate 53.0 % - 64.3 % 64.0 % - 70.5 % 66.4 % - 69.9 % Risk-free interest rate 5.0 % - 5.2 % 4.5 % - 4.6 % 0.3 % - 2.1 % Expected term 1.3 years 1.3 years 1.3 years Dividend yield — % — % — % The weighted-average estimated fair value of employee stock purchase rights granted pursuant to the ESPP during the years ended June 30, 2024, 2023 and 2022 was $ 10.16 , $ 11.46 and $ 16.48 per share, respectively. Share-based Compensation Expenses 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, 2024 2023 2022 (in thousands) Cost of goods sold $ 3,434 $ 5,851 $ 5,125 Research and development 5,210 9,437 7,049 Selling, general and administrative 12,997 22,200 19,150 $ 21,641 $ 37,488 $ 31,324 Total unrecognized share-based compensation expense as of June 30, 2024 was $ 30.7 million including estimated forfeitures, which is expected to be recognized over a weighted-average period of 1.6 years. 11. Employee Benefit Plans The Company maintains a 401(k) retirement plan for the benefit of qualified employees in the U.S. Employees who participate may elect to make salary deferral contributions to the plan up to 100 % of the employees' eligible salary subject to annual Internal Revenue Code maximum limitations. The employer's contribution is discretionary. 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., 100 Table of Contents 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. 101 12. Income Taxes The domestic and foreign components of income before taxes are: Year Ended June 30, 2024 2023 2022 (in thousands) U.S. operations $ 9,079 $ 19,001 $ 16,684 Non-U.S. 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: Year Ended June 30, 2024 2023 2022 (in thousands) U.S. federal taxes: Current $ 485 $ 1,093 $ 645 Deferred 1,652 549 2,260 Non-U.S. taxes: Current 3,187 4,620 7,749 Deferred ( 1,669 ) ( 404 ) 28,599 State taxes, net of federal benefit: Current ( 6 ) 79 5 Total provision for income taxes $ 3,649 $ 5,937 $ 39,258 The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows (in percentage): Year Ended June 30, 2024 2023 2022 United States statutory rate 21.0 % 21.0 % 21.0 % Stock-based compensation ( 3.7 ) 0.2 0.0 Foreign taxes, net ( 186.9 ) 13.5 ( 14.3 ) Outside basis difference on equity method investment 27.4 ( 1.0 ) 1.2 Tax credits 86.2 ( 13.3 ) ( 0.3 ) Non-deductible expenses ( 6.9 ) 1.5 — Tax exempt income 2.8 ( 1.5 ) — Withholding taxes — 9.0 — Non-deductible executive compensation ( 78.6 ) 7.3 0.5 Foreign derived intangible income deduction 0.0 ( 7.2 ) ( 0.3 ) Other 0.6 0.6 0.1 ( 138.1 ) % 30.1 % 7.9 % 102 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. Significant components of our deferred tax assets and liabilities are as follows: June 30, 2024 2023 (in thousands) Deferred tax assets: Accrued compensation $ 2,188 $ 2,218 Net operating loss carryforwards — 18 Depreciation 6,286 5,360 Tax credits 16,161 15,180 Operating lease liabilities 4,574 4,567 Capitalized R&D costs 1,398 1,116 Accruals and reserves 445 558 Total deferred tax assets 31,052 29,017 Valuation allowance ( 7,266 ) ( 6,686 ) Total deferred tax assets, net of valuation allowance 23,786 22,331 Deferred tax liabilities: Depreciation and amortization ( 19,062 ) ( 16,899 ) Right of use assets ( 4,328 ) ( 4,315 ) Investments ( 26,263 ) ( 27,864 ) Total deferred tax liabilities ( 49,653 ) ( 49,078 ) Net deferred tax liabilities $ ( 25,867 ) $ ( 26,747 ) The breakdown between deferred tax assets and liabilities is as follows: June 30, 2024 2023 (in thousands) 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, 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, 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, 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 103 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. 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: Year Ended June 30, 2024 2023 2022 (in thousands) Balance at beginning of year $ 9,335 $ 8,609 $ 7,645 Additions based on tax positions related to the current year 764 804 1,121 Reductions based on tax positions related to prior years ( 11 ) ( 68 ) ( 40 ) Reductions due to lapse of applicable statute of limitations — ( 10 ) ( 117 ) Balance at end of year $ 10,088 $ 9,335 $ 8,609 At June 30, 2024, the total unrecognized tax benefits of $ 10.1 million included $ 7.1 million of unrecognized tax benefits that have been netted against the related deferred tax assets. The remaining $ 3.0 million of unrecognized tax benefits was recorded within long-term income tax payable on the Company's consolidated balance sheet as of June 30, 2024. The Company cannot reasonably estimate the timing and amount of potential cash settlements on the unrecognized tax benefits. 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 $ 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. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision in the period that such determination is made. 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, 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. The tax years 2004 to 2024 remain open to examination by U.S. federal and state tax authorities due to tax attribute carryovers. The tax years 2018 to 2024 remain open to examination by foreign tax authorities. The Company's income tax returns are subject to examinations by the Internal Revenue Service and other tax authorities in various jurisdictions. In accordance with the guidance on the accounting for uncertainty in income taxes, the Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes. These assessments can require considerable estimates and judgments. If the Company's estimate of income tax liabilities proves to be less than the ultimate assessment, then a further charge to expense would be required. If events occur and the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the Company determines the liabilities are no longer necessary. "U.S. Tax Cuts and Jobs Act", Enacted December 22, 2017 On December 22, 2017, the United States enacted tax legislation commonly known as the Tax Cuts and Jobs Act (“the Tax Act”), which significantly changed the existing U.S. tax laws, including, but not limited to, (1) a reduction in the corporate tax rate from 35% to 21%, (2) a move from a worldwide tax system toward a territorial system through a “participation exemption” deduction for certain foreign-source dividends, (3) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized, (4) bonus depreciation that allows for full expensing of qualified property, (5) creating a new limitation on deductible interest expense and (6) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017. 104 The Company is not currently subject to the Base Erosion and Anti-Abuse (BEAT) tax, which is a tax imposed on certain entities who make payments to their non U.S. affiliates, where such payments reduce the U.S. tax base. The BEAT tax is imposed at a rate of 10% on Adjusted Taxable Income, excluding certain payments to foreign related entities. It is an incremental tax over and above the corporate income tax and is recorded as a period cost. It is possible that this tax could be applicable in future periods, which would cause an increase to the effective tax rate and cash taxes. The Company is subject to U.S. research expense capitalization under IRC Section 174 and is eligible for the foreign derived intangible income (FDII) deductions under the 2017 U.S. Tax Cuts and Jobs Act. The IRC Section 174 research expense capitalization results in a timing difference which is amortizable over five years for domestic R&D expenditures and 15 years for foreign R&D expenditures. The FDII deduction results in a favorable permanent book-tax difference which is based on multiple factors including the amount of foreign sourced taxable income of U.S. corporations. “The Chip and Science Act of 2022”, Enacted August 2, 2022 In August 2022 the U.S. enacted the Chip and Science Act of 2022 (the Chips Act). The Chips Act provides incentives to semiconductor chip manufacturers in the United States, including providing a 25% manufacturing investment credits for investments in semiconductor manufacturing property placed in service after December 31, 2022, for which construction begins before January 1, 2027. Property investments qualify for the 25% credit if, among other requirements, the property is integral to the operation of an advanced manufacturing facility, defined as having a primary purpose of manufacturing semiconductors or semiconductor manufacturing equipment. Currently, we are evaluating the impact of the Chips Act to us. “The Inflation Reduction Act”, Enacted August 16, 2022 In August 2022 the United States enacted tax legislation through the Inflation Reduction Act (IRA). The IRA introduces a 15% corporate alternative minimum tax (CAMT) for corporations whose average annual adjusted financial statement income (AFSI) for any consecutive three-tax-year period preceding the applicable tax year exceeds $1 billion. The CAMT is effective for tax years beginning after 31 December 2022. 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 On July 27, 2015, in Altera Corp. v. Commissioner, the U.S. Tax Court issued an opinion related to the treatment of stock-based compensation expense in an intercompany cost-sharing arrangement. In the July 2015 ruling, the Tax Court concluded that the sharing of the cost of employee stock compensation in a company’s cost-sharing arrangement was invalid under the U.S. Administrative Procedures Act. In June 2019, a panel of the Ninth Circuit of the U.S. Court of Appeals reversed this decision. In July 2019, Altera petitioned U.S. Court of Appeals for the Ninth Circuit to hold an en banc rehearing of the case. The petition was subsequently denied by the Ninth Circuit. Altera appealed the case to the U.S. Supreme Court in February 2020, but the U.S. Supreme Court declined to hear the case in June 2020, leaving intact the U.S. 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 105 period through June 30, 2024. The Company will continue to monitor ongoing developments and potential impact to its financial statements. 106 Table of Contents 13. Segment and Geographic Information The Company is organized as, and operates in, one operating segment: the design, development and supply of power semiconductor products for computing, consumer electronics, communication and industrial applications. The chief operating decision-makers are the Executive Chairman and the Chief Executive Officer. The financial information presented to the Company’s Executive Chairman and Chief Executive Officer is on a consolidated basis, accompanied by information about revenue by customer and geographic region, for purposes of evaluating financial performance and allocating resources. The Company has one business segment, and there are no segment managers who are held accountable for operations, operating results and plans for products or components below the consolidated unit level. Accordingly, the Company reports as a single operating segment. The Company sells its products primarily to distributors in the Asia Pacific region, who in turn sell these products to end customers. Because the Company’s distributors sell their products to end customers which may have a global presence, revenue by geographical location is not necessarily representative of the geographical distribution of sales to end user markets. 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. The revenue by geographical location in the following tables is based on the country or region in which the products were shipped to: Year Ended June 30, 2024 2023 2022 (in thousands) Hong Kong $ 524,788 $ 561,855 $ 630,238 China 95,417 84,546 120,978 South Korea 9,956 9,168 11,802 United States 4,938 19,744 12,470 Other countries 22,175 16,008 2,064 $ 657,274 $ 691,321 $ 777,552 Year Ended June 30, 2024 2023 2022 (in thousands) Power discrete $ 426,146 $ 458,795 $ 545,135 Power IC 205,778 218,620 220,882 Packaging and testing services and other 4,119 3,979 11,535 License and development services 21,231 9,927 — $ 657,274 $ 691,321 $ 777,552 Long-lived assets, net consisting of property, plant and equipment and land use rights, net, as well as operating lease right-of-use assets, net by geographical area are as follows: June 30, 2024 2023 (in thousands) China $ 106,666 $ 114,822 United States 249,791 263,083 Other countries 5,212 4,275 $ 361,669 $ 382,180 107 Table of Contents 14. Restricted Net Assets Laws and regulations in China permit payments of dividends by the Company's subsidiaries in China only out of their retained earnings, if any, as determined in accordance with China accounting standards and regulations. 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 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 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. 15. Commitments and Contingencies Purchase commitments As of June 30, 2024 and 2023, the Company had approximately $ 100.8 million and $ 127.5 million, respectively, of outstanding purchase commitments primarily for purchases of semiconductor raw materials, wafers, spare parts, packaging and testing services and others. As of June 30, 2024 and 2023, the Company had approximately $ 6.9 million, and $ 9.7 million, respectively, of commitments for the purchase of property and equipment. Other commitments See Notes 1, 7 and 8 to the Consolidated Financial Statements contained in this annual Report on Form 10-K for descriptions of commitments including Joint Venture, bank borrowings and leases. Contingencies and indemnities The Company has in the past, and may from time to time in the future, become involved in legal proceedings arising from the normal course of business activities. The semiconductor industry is characterized by frequent claims and litigation, including claims regarding patent and other intellectual property rights as well as improper hiring practices. 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, 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 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. In addition, the Company is unable to predict what, if any, further action that may be taken by the government in connection with the investigation, or what, if any, penalties, sanctions or remedial actions may be sought. The Company is a party to a variety of agreements that it has contracted with various third parties. Pursuant to these agreements, the Company may be obligated to indemnify another party to such an agreement with respect to certain matters. Typically, these obligations arise in the context of contracts entered into by the Company, under which the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations and covenants related to such matters as title to assets sold, certain intellectual property rights, specified environmental matters and certain income taxes. 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. The Company has not historically paid or recorded any material indemnifications, and no accrual was made at June 30, 2024 and 2023. The Company has agreed to indemnify its directors and certain employees as permitted by law and pursuant to its Bye-laws, and has entered into indemnification agreements with its directors and executive officers. 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 108 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. In addition, the Company may not be able to maintain such insurance coverage at reasonable cost, if at all, in the future. Environmental matters The Company is subject to various federal, state, local, and foreign laws and regulations governing environmental matters, including the use, handling, discharge, and disposal of hazardous materials. The Company believes that it has been in material compliance with applicable environmental regulations and standards. Complying with current laws and regulations has not had a material adverse effect on the Company’s financial condition and results of operations. However, it is possible that additional environmental issues may arise in the future, which the Company cannot currently predict. 109 SCHEDULE II ALPHA AND OMEGA SEMICONDUCTOR LIMITED VALUATION AND QUALIFYING ACCOUNTS (in thousands) Allowance Allowance Valuation Allowance for Doubtful for Price for Deferred Accounts Adjustments Tax Assets June 30, 2021 $ 30 $ 12,415 $ 41,474 Additions — 170,651 — Reductions — ( 164,335 ) ( 35,719 ) June 30, 2022 $ 30 $ 18,731 $ 5,755 Additions — 165,543 931 Reductions — ( 144,298 ) — June 30, 2023 $ 30 $ 39,976 $ 6,686 Additions — 204,153 580 Reductions — ( 202,440 ) — June 30, 2024 $ 30 $ 41,689 $ 7,266 110 (b) Index to Exhibits: Number Description 3.1 Memorandum of Association of Registrant (incorporated by reference to Exhibit 3.1 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010) 3.2 Amended and Restated Bye-laws of Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on November 12, 2015) 3.3 Amendment No. 1 to Amended and Restated Bye-Laws of Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on November 14, 2017) 4.1 Form of Common Share Certificate (incorporated by reference to Exhibit 4.2 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010) 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 ) 10.1†† Foundry Agreement dated as of January 10, 2002 between the Registrant and Shanghai Hua Hong NEC Electronics Company, Limited (incorporated by reference to Exhibit 10.16 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010) 10.2†† First 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 10.17 from Registration Statement on Form F-1 (File No. 333-165823) initially filed with the Commission on March 31, 2010) 10.3†† Second Addendum to Foundry Agreement dated as of April 11, 2007 between the Registrant and Shanghai Hua Hong NEC Electronics Company, Limited (incorporated by reference to Exhibit 10.18 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010) 10.4†† Foundry Service Agreement dated as of November 2, 2009 between Alpha & Omega Semiconductor (Macau), Ltd. and Shanghai Hua Hong NEC Electronics Company, Limited (incorporated by reference to Exhibit 10.6 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010) 10.5 Non-Exclusive Distributor Agreement dated as of July 27, 2010 between Alpha & Omega Semiconductor (Hong Kong) Limited and Frontek Technology Corporation (incorporated by reference to Exhibit 4.17 from Annual Report on Form 20-F (File No. 001-34717) filed with the Commission on September 2, 2010) 10.6†† Supplement to Non-Exclusive Distributor Agreement dated as of July 27, 2010 between Alpha & Omega Semiconductor (Hong Kong) Limited and Frontek Technology Corporation (incorporated by reference to Exhibit 4.18 from Annual Report on Form 20-F (File No. 001-34717) filed with the Commission on September 2, 2010) 10.7†† First Amendment of Supplement to Distribution Agreement dated as of April 21, 2011 between Alpha & Omega Semiconductor (Hong Kong) Limited and Frontek Technology Corporation(incorporated by reference to Exhibit 10.15 from Annual Report Form 10-K (File No. 001-34717) filed with the Commission on September 9, 2011) 10.8 Supplement to Distribution Agreement dated as of July 27, 2010 between the Registrant and Frontek Technology Corporation (incorporated by reference to Exhibit 10.1 from Quarterly Report on Form 10-Q (File No. 001-34717) filed with the Commission on February 6, 2015) 10.9 Non-Exclusive Distributor Agreement dated as of July 27, 2010 between Alpha & Omega Semiconductor (Hong Kong) Limited and Promate Electronic Co., Ltd. (incorporated by reference to Exhibit 4.19 from Annual Report on Form 20-F (File No. 001-34717) filed with the Commission on September 2, 2010) 10.10†† Supplement to Non-Exclusive Distributor Agreement dated as of July 27, 2010 between Alpha & Omega Semiconductor (Hong Kong) Limited and Promate Electronic Co., Ltd. (incorporated by reference to Exhibit 4.20 from Annual Report on Form 20-F (File No. 001-34717) filed with the Commission on September 2, 2010) 10.11†† First Amendment of Supplement to Distribution Agreement dated as of April 21, 2011 between Alpha & Omega Semiconductor (Hong Kong) Limited and Promate Electronic Co., Ltd. (incorporated by reference to Exhibit 10.18 from Annual Report Form 10-K (File No. 001-34717) filed with the Commission on September 9, 2011) 111 10.12 Supplement to Distribution Agreement dated as of July 27, 2010 between the Registrant and Promate Electronic Co., Ltd (incorporated by reference to Exhibit 10.2 from Quarterly Report on Form 10-Q (File No. 001-34717) filed with the Commission on February 6, 2015) 10.13 Lease dated as of December 23, 2009 between Alpha and Omega Semiconductor Incorporated and OA Oakmead II, LLC (incorporated by reference to Exhibit 10.19 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010) 10.14 Guarantee dated as of January 5, 2010 between the Registrant and OA Oakmead II, LLC (incorporated by reference to Exhibit 10.20 from Registration Statement on Form F-1 (File No. 333-165823) filed with the Commission on March 31, 2010) 10.15 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) 10.16 (+) 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) 10.17 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. 001-34717) filed with the Commission on May 11, 2020) 10.18 First Amendment to Lease dated as of December 23, 2009 between Alpha and Omega Semiconductor Incorporated and ECI Five Oakmead, LLC (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 11, 2020) 10.19 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) 10.21* Alpha & Omega Semiconductor Limited 2018 Employee Purchase Plan (as amended and restated effective as of November 9, 2023) 10.22(+) 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. 001-34717) filed with the Commission on August 30, 2021) 10.23(+) Second Amendment To Lease US Sunnyvale Office (incorporated by reference to Exhibit 10.47 from Annual Report on Form 10-K (File No. 001-34717) filed with the Commission on August 30, 2021) 10.24(+) Third Amendment To Lease US Sunnyvale Office (incorporated by reference to Exhibit 10.48 from Annual Report on Form 10-K (File No. 001-34717) filed with the Commission on August 30, 2021) 10.25 Amended and Restated Director Compensation Policy (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 5, 2021) 10.26 Equity Transfer Agreement of Chongqing Alpha and Omega Semiconductor Limited dated as of December 1, 2021 (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 February 9, 2022) 10.27 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. 001-34717) filed with the Commission on May 10, 2022) 10.28 Fifth 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 10.2 to the Quarterly Report on Form 10-Q (File No. 001-34717) filed with the Commission on May 10, 2022) 10.29† 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) 112 10.30 Executive Chairman Employment Agreement (Mike Chang) (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 8, 2023) 10.31 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) 10.32* Market Performance Restricted Share Unit Agreement 19.1* 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 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 31.2* Certification of Chief Financial Officer required by Rule 13(a)-14(a) under the Exchange Act 32.1* Certification of Chief Executive Officer required by Rule 13a-14(b) under the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code 32.2* Certification of Chief Financial Officer required by Rule 13a-14(b) under the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code 97* Compensation of Recoupment Policy dated October 2, 2023 99.1* Chongqing Alpha and Omega Semiconductor Limited Report of Independent Auditor 101.INS XBRL Instance 101.SCH XBRL Taxonomy Extension Schema 101.CAL XBRL Taxonomy Extension Calculation 101.DEF XBRL Taxonomy Extension Definition 101.LAB XBRL Taxonomy Extension Labels 101.PRE XBRL Taxonomy Extension Presentation * Filed with this Annual Report on Form 10-K. † Certain provisions in this exhibit have been omitted as confidential information. †† Confidential treatment has been granted for certain information contained in this document pursuant to an order of the Securities and Exchange Commission. Such information has been omitted and filed separately with the Securities and Exchange Commission. (+) Indicates management contract or compensatory plan or arrangement. 113 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. August 23, 2024 ALPHA AND OMEGA SEMICONDUCTOR LIMITED By: /s/ STEPHEN C. CHANG Stephen C. Chang Chief Executive Officer (Principal Executive Officer) 114 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Stephen C. Chang and Yifan Liang, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ STEPHEN C. CHANG Chief Executive Officer and Director August 23, 2024 Stephen C. Chang (Principal Executive Officer) /s/ MIKE F. CHANG Executive Chairman and Chairman of the Board August 23, 2024 Mike F. Chang, Ph.D. (Principal Executive Officer) /s/ YIFAN LIANG Chief Financial Officer and Corporate Secretary August 23, 2024 Yifan Liang (Principal Financial Officer and Principal Accounting Officer) /s/ LUCAS S. CHANG Director August 23, 2024 Lucas S. Chang /s/ CLAUDIA CHEN Director August 23, 2024 Claudia Chen /s/ SO-YEON JEONG Director August 23, 2024 So-Yeon Jeong /s/ HANQING (HELEN) LI Director August 23, 2024 Hanqing (Helen) Li /s/ KING OWYANG Director August 23, 2024 King Owyang /s/ MICHAEL L. PFEIFFER Director August 23, 2024 Michael L. Pfeiffer /s/ MICHAEL J. SALAMEH Director August 23, 2024 Michael J. Salameh 115