ALPHA & OMEGA SEMICONDUCTOR Ltd 10-Q

ITEM 1. Financial Statements ALPHA AND OMEGA SEMICONDUCTOR LIMITED CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands except par value per share) December 31, 2024 June 30, 2024 ASSETS Current assets: Cash and cash equivalents $ 182,592 $ 175,127 Restricted cash 206 413 Accounts receivable, net 19,879 12,546 Inventories 183,733 195,750 Contract assets 8,451 — Other current assets 15,433 14,165 Total current assets 410,294 398,001 Property, plant and equipment, net 317,793 336,619 Operating lease right-of-use assets 23,317 25,050 Intangible assets, net 1,893 3,516 Equity method investment 357,941 356,039 Deferred income tax assets 540 549 Other long-term assets 22,166 25,239 Total assets $ 1,133,944 $ 1,145,013 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 40,816 $ 45,084 Accrued liabilities 71,392 72,371 Payable related to equity investee, net 18,137 13,682 Income taxes payable 2,943 2,798 Short-term debt 11,742 11,635 Deferred revenue — 2,591 Finance lease liabilities 970 935 Operating lease liabilities 5,032 5,137 Total current liabilities 151,032 154,233 Long-term debt 20,826 26,724 Income taxes payable - long-term 3,724 3,591 Deferred income tax liabilities 26,754 26,416 Finance lease liabilities - long-term 1,787 2,282 Operating lease liabilities - long-term 18,851 20,499 Other long-term liabilities 8,390 19,661 Total liabilities 231,364 253,406 Commitments and contingencies (Note 12) Shareholders' Equity: Preferred shares, par value $ 0.002 per share: Authorized: 10,000 shares; issued and outstanding: none at December 31, 2024 and June 30, 2024 — — Common shares, par value $ 0.002 per share: Authorized: 100,000 shares; issued and outstanding: 36,367 shares and 29,232 shares, respectively at December 31, 2024 and 36,107 shares and 28,969 shares, respectively at June 30, 2024 73 72 Treasury shares at cost: 7,135 shares at December 31, 2024 and 7,138 shares at June 30, 2024 ( 79,192 ) ( 79,213 ) Additional paid-in capital 370,494 353,109 Accumulated other comprehensive loss ( 10,722 ) ( 13,419 ) Retained earnings 621,927 631,058 Total shareholders' equity 902,580 891,607 Total liabilities and shareholders' equity $ 1,133,944 $ 1,145,013 See accompanying notes to these condensed consolidated financial statements. 1 Table of Contents ALPHA AND OMEGA SEMICONDUCTOR LIMITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited, in thousands except per share data) Three Months Ended December 31, Six Months Ended December 31, 2024 2023 2024 2023 Revenue $ 173,156 $ 165,285 $ 355,043 $ 345,918 Cost of goods sold 1 133,145 121,284 270,506 250,992 Gross profit 40,011 44,001 84,537 94,926 Operating expenses Research and development 23,968 22,919 46,446 45,032 Selling, general and administrative 21,951 22,216 44,251 41,647 Total operating expenses 45,919 45,135 90,697 86,679 Operating income (loss) ( 5,908 ) ( 1,134 ) ( 6,160 ) 8,247 Other income (loss), net 663 ( 472 ) 13 ( 446 ) Interest income 1,135 1,323 2,400 2,644 Interest expenses ( 701 ) ( 1,049 ) ( 1,513 ) ( 2,141 ) Net income (loss) before income taxes and loss from equity method investment ( 4,811 ) ( 1,332 ) ( 5,260 ) 8,304 Income tax expense 1,242 894 2,282 2,032 Net income (loss) before loss from equity method investment ( 6,053 ) ( 2,226 ) ( 7,542 ) 6,272 Equity method investment loss from equity investee ( 561 ) ( 697 ) ( 1,568 ) ( 3,409 ) Net income (loss) $ ( 6,614 ) $ ( 2,923 ) $ ( 9,110 ) $ 2,863 Net income (loss) per common share Basic $ ( 0.23 ) $ ( 0.10 ) $ ( 0.31 ) $ 0.10 Diluted $ ( 0.23 ) $ ( 0.10 ) $ ( 0.31 ) $ 0.10 Weighted average number of common shares used to compute net income (loss) per share Basic 29,163 27,939 29,083 27,816 Diluted 29,163 27,939 29,083 29,830 (1) - Amounts include related party transactions. Refer to footnote 3, Related Party Transaction. See accompanying notes to these condensed consolidated financial statements. 2 Table of Contents ALPHA AND OMEGA SEMICONDUCTOR LIMITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited, in thousands) Three Months Ended December 31, Six Months Ended December 31, 2024 2023 2024 2023 Net income (loss) $ ( 6,614 ) $ ( 2,923 ) $ ( 9,110 ) $ 2,863 Other comprehensive income (loss), net of tax Foreign currency translation adjustments, net of $( 628 ) and $ 157 tax in each of the three months ended December 31, 2024 and 2023, respectively, and $( 525 ) and $ 1,069 tax in each of the six months ended December 31, 2024 and 2023, respectively 2,856 ( 419 ) 2,697 ( 5,826 ) Comprehensive loss $ ( 3,758 ) $ ( 3,342 ) $ ( 6,413 ) $ ( 2,963 ) See accompanying notes to these condensed consolidated financial statements. 3 ALPHA AND OMEGA SEMICONDUCTOR LIMITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited, in thousands) Common Shares Treasury Shares Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Shareholders' Equity Shares Amount Shares Amount Balance, September 30, 2023 34,903 $ 70 ( 7,157 ) $ ( 79,365 ) $ 330,015 $ ( 13,518 ) $ 648,077 $ 885,279 Exercise of common stock options and release of restricted stock units 134 — — — 726 — — 726 Reissuance of treasury stock upon exercise of common stock options and release of RSUs — — 3 22 — — ( 22 ) — Withholding tax on restricted stock units ( 9 ) — — — ( 219 ) — — ( 219 ) Issuance of shares under ESPP 177 — — — 3,423 — — 3,423 Share-based compensation — — — — 8,691 — — 8,691 Net loss — — — — — — ( 2,923 ) ( 2,923 ) Foreign currency translation adjustment, net of tax — — — — — ( 419 ) — ( 419 ) Balance, December 31, 2023 35,205 $ 70 ( 7,154 ) $ ( 79,343 ) $ 342,636 $ ( 13,937 ) $ 645,132 $ 894,558 Common Shares Treasury Shares Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Shareholders' Equity Shares Amount Shares Amount Balance, June 30, 2023 34,811 $ 70 ( 7,157 ) $ ( 79,365 ) $ 329,034 $ ( 8,111 ) $ 642,291 $ 883,919 Exercise of common stock options and release of restricted stock units 238 — — — 1,172 — — 1,172 Reissuance of treasury stock upon exercise of common stock options and release of RSUs — — 3 22 — — ( 22 ) — Withholding tax on restricted stock units ( 21 ) — — — ( 602 ) — — ( 602 ) Issuance of shares under ESPP 177 — — — 3,423 — — 3,423 Share-based compensation — — — — 9,609 — — 9,609 Net income — — — — — — 2,863 2,863 Foreign currency translation adjustment, net of tax — — — — — ( 5,826 ) — ( 5,826 ) Balance, December 31, 2023 35,205 $ 70 ( 7,154 ) $ ( 79,343 ) $ 342,636 $ ( 13,937 ) $ 645,132 $ 894,558 See accompanying notes to these condensed consolidated financial statements. 4 ALPHA AND OMEGA SEMICONDUCTOR LIMITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited, in thousands) Common Shares Treasury Shares Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Shareholders' Equity Shares Amount Shares Amount Balance, September 30, 2024 36,162 $ 72 ( 7,138 ) $ ( 79,213 ) $ 359,429 $ ( 13,578 ) $ 628,562 $ 895,272 Exercise of common stock options and release of restricted stock units 36 — — — 0 — — 0 Reissuance of treasury stock upon release of RSUs — — 3 21 — — ( 21 ) — Withholding tax on restricted stock units ( 8 ) — — — ( 305 ) — — ( 305 ) Issuance of shares under ESPP 177 1 — 3,420 — — 3,421 Share-based compensation — — — — 7,950 — — 7,950 Net loss — — — — — — ( 6,614 ) ( 6,614 ) Foreign currency translation adjustment, net of tax — — — — — 2,856 — 2,856 Balance, December 31, 2024 36,367 $ 73 ( 7,135 ) $ ( 79,192 ) $ 370,494 $ ( 10,722 ) $ 621,927 $ 902,580 Common Shares Treasury Shares Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Shareholders' Equity Shares Amount Shares Amount Balance, June 30, 2024 36,107 $ 72 ( 7,138 ) $ ( 79,213 ) $ 353,109 $ ( 13,419 ) $ 631,058 $ 891,607 Exercise of common stock options and release of restricted stock units 109 — — — 91 — — 91 Reissuance of treasury stock upon release of RSUs — — 3 21 — — ( 21 ) — Withholding tax on restricted stock units ( 26 ) — — — ( 978 ) — — ( 978 ) Issuance of shares under ESPP 177 1 — — 3,420 — — 3,421 Share-based compensation — — — — 14,852 — — 14,852 Net loss — — — — — — ( 9,110 ) ( 9,110 ) Foreign currency translation adjustment, net of tax — — — — — 2,697 — 2,697 Balance, December 31, 2024 36,367 $ 73 ( 7,135 ) $ ( 79,192 ) $ 370,494 $ ( 10,722 ) $ 621,927 $ 902,580 See accompanying notes to these condensed consolidated financial statements. 5 Table of Contents ALPHA AND OMEGA SEMICONDUCTOR LIMITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) Six Months Ended December 31, 2024 2023 Cash flows from operating activities Net income (loss) $ ( 9,110 ) $ 2,863 Adjustments to reconcile net income (loss) to net cash provided by (used by) operating activities: Depreciation and amortization 28,690 26,524 Loss from equity investment 1,568 3,409 Share-based compensation expense 14,852 9,609 Deferred income taxes, net 346 ( 880 ) Loss on disposal of property and equipment 67 42 Impairment of privately-held investment 100 — Changes in operating assets and liabilities Accounts receivable ( 7,333 ) ( 9,504 ) Inventories 12,017 ( 8,462 ) Contract assets ( 8,451 ) — Other current and long-term assets 2,500 ( 10,688 ) Accounts payable ( 1,896 ) ( 3,206 ) Net payable, equity investee 4,455 1,015 Income taxes payable 277 ( 759 ) Deferred revenue ( 2,591 ) ( 4,358 ) Accrued and other liabilities ( 10,365 ) ( 15,233 ) Net cash provided by (used in) operating activities 25,126 ( 9,628 ) Cash flows from investing activities Purchases of property and equipment ( 14,420 ) ( 22,030 ) Proceeds from sale of property and equipment — 150 Government grant related to equipment 320 449 Net cash used in investing activities ( 14,100 ) ( 21,431 ) Cash flows from financing activities Withholding tax on restricted stock units ( 978 ) ( 602 ) Proceeds from exercise of stock options and ESPP 3,512 4,595 Repayments of borrowings ( 5,807 ) ( 5,713 ) Principal payments on finance leases ( 459 ) ( 426 ) Net cash used in financing activities ( 3,732 ) ( 2,146 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 36 ) 80 Net increase (decrease) in cash, cash equivalents and restricted cash 7,258 ( 33,125 ) Cash, cash equivalents and restricted cash at beginning of period 175,540 195,603 Cash, cash equivalents and restricted cash at end of period $ 182,798 $ 162,478 Supplemental disclosures of non-cash investing and financing information: Property and equipment purchased but not yet paid $ 3,738 $ 4,127 Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 182,592 $ 162,266 Restricted cash 206 212 Total cash, cash equivalents, and restricted cash $ 182,798 $ 162,478 See accompanying notes to these condensed consolidated financial statements. 6 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Article 10 of Securities and Exchange Commission Regulation S-X, as amended. They do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. GAAP for complete financial statements. These Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation of the results of operations for the periods presented have been included in the interim periods. Operating results for the six months ended December 31, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2025 or any other interim period. The consolidated balance sheet at June 30, 2024 is derived from the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024. 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 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, inventory reserves, income taxes, leases, share-based compensation, recoverability of and useful lives for property, plant and equipment and intangible assets. 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, expected sales volumes 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. 7 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 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 Revenue Recognition In February 2023, the Company entered into a license agreement with a customer, pursuant to which the Company agreed to license its proprietary Silicon Carbide (SiC) technology to the customer and engineering and development services for 24 months for a total fee of $ 45.0 million, consisting of an upfront fee and various milestone payments over the 24 months. In addition, the Company also entered into an accompanying supply agreement to provide limited wafer supply to the customer. The license and development fee is determined to be one performance obligation and is recognized over the 24 months during which the Company performs the engineering and development services. The Company uses the input method to measure progress and recognize revenue, based on the effort expended relative to the estimated total effort to satisfy the performance obligation. The Company recognizes a contract liability when payments are in excess of revenue recognized, which is presented as deferred revenue on the balance sheet. When the Company’s performance under the contract precedes its receipt of consideration from the customer, and the receipt of consideration is conditional upon factors other than the passage of time, a contract asset is recorded. During the six months ended December 31, 2024, the Company recorded license and development revenue of $ 2.6 million that was previously included in the deferred revenue balance as of June 30, 2024. During the six months ended December 31, 2024, the Company recognized license and development revenue of $ 8.5 million that precedes its receipt of payments, resulting in a balance of $ 8.5 million of contract assets as of December 31, 2024. As of December 31, 2024, the Company had recorded a total of $ 42.2 million of license and development revenue. During the three and six months ended December 31, 2024, the Company recorded license and development revenue of $ 5.4 million and $ 11.0 million, respectively. During the three and six months ended December 31, 2023, the Company recorded license and development revenue of $ 5.5 million and $ 11.1 million, respectively. Restricted Cash The Company maintains restricted cash in connection with cash balances temporarily restricted by the local custom authority 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 Condensed Consolidated Balance Sheets. As of December 31, 2024 and June 30, 2024, the amount of restricted cash was $ 0.2 million and $ 0.4 million, respectively. 8 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Equity method investment 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”). The Company uses the equity method of accounting when it has the ability to exercise significant influence, but not control, as determined in accordance with generally accepted accounting principles, over the operating and financial policies of the investee. Effective December 1, 2021, the Company reduced its equity interest in the JV Company and no longer controlled the JV Company. As a result, beginning December 2, 2021, the Company recorded its investment under the equity method of accounting. Since the Company is unable to obtain accurate financial information from the JV Company in a timely manner, the Company records its share of earnings or losses of such affiliate on a one quarter lag. The Company discloses and recognizes intervening events at the JV Company in the lag period that could materially affect its consolidated financial statements, if applicable. The Company records its interest in the net earnings of the equity method investee, along with adjustments for unrealized profits or losses on intra-entity transactions and amortization of basis differences, within earnings or loss from equity interests in the Condensed Consolidated Statements of Income (Loss). Profits or losses related to intra-entity sales with the equity method investee are eliminated until realized by the investor and investee. Basis differences represent differences between the cost of the investment and the underlying equity in net assets of the investment and are generally amortized over the lives of the related assets that gave rise to them. Equity method goodwill is not amortized or tested for impairment; instead the equity method investment is tested for impairment. The Company reviews for impairment whenever factors indicate that the carrying amount of the investment is determined to be other than temporary. In such a case, the decrease in value is recognized in the period the impairment occurs in the Condensed Consolidated Statements of Income (Loss). Accounting for income taxes Income tax expense or benefit is based on income or loss before income taxes. The Company’s interim period tax provision for (or benefit from) income taxes is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The Company’s quarterly tax provision and estimate of its annual effective tax rate are subject to variation due to several factors, including variability in forecasting its pre-tax income or loss and the mix of jurisdictions to which they relate, and changes in how the Company does business. 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. The Company is subject to income tax expense or benefit based upon pre-tax income or loss reported in the Condensed 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 9 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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. 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 development 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 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. 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. Total comprehensive income (loss) is presented in the condensed consolidated statements of comprehensive Income (loss). Recent Accounting Pronouncements Recently Adopted Accounting Standards None Recently Issued Accounting Standards not yet adopted 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 plans to adopt the ASU in the fourth quarter of fiscal year 2025 and is currently evaluating the impact of the ASU on its disclosure within the consolidated financial statements. 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 10 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures”, which improves disclosure requirements and provides more detailed information about an entity’s expenses, specifically amounts related to purchases of inventory, employee compensation, depreciation, intangible asset amortization, and selling expenses, along with qualitative descriptions of certain other types of expenses. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the ASU on its consolidated financial statements. 11 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 2. Equity Method Investment in Equity Investee On March 29, 2016, the Company entered into the JV Agreement to form 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”). Prior to December 1, 2021, the JV Company was accounted for as a consolidated subsidiary since the Company had controlling financial interest. 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 December 31, 2024, the percentage of outstanding JV equity interest beneficially owned by the Company was 42.8 %. In the past three years, the Company has been reducing its equity ownership of the JV Company to increase the flexibility of the JV Company to raise capital to fund its future expansion. On December 30, 2024, the JV Company signed an investment agreement with an investor, pursuant to which the investor agreed to invest RMB 500 million (or $ 68.5 million based on currency exchange rate between RMB and U.S. Dollar on December 31, 2024) in the JV Company. The funding of the investment will be made in three installments. The JV Company received the first installment of RMB 40 million (or $ 5.5 million) on December 31, 2024. The remaining installments are expected to be paid by July 31, 2025. This transaction was considered as closed when the JV Company completed the registration of the issuance of equity interest to the investor with the local government authority on January 15, 2025, at which time, the percentage of outstanding JV Company’s equity interest owned by the Company was reduced to approximately 39.2 %. 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 three and six months ended December 31, 2024, the Company recorded a $ 0.6 million loss and $ 1.6 million loss of its equity share of the JV Company, respectively, using lag reporting. During the three and six months ended December 31, 2023, the Company recorded a $ 0.7 million loss and $ 3.4 million loss, respectively, of its equity share of the JV Company, respectively, using lag reporting. 12 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 3. Related Party Transactions As of December 31, 2024, the Company owned a 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 consigning the 8-inch wafers to the JV Company. Due to the right of offset of receivables and payables with the JV Company, as of December 31, 2024, AOS recorded the net amount of $ 18.1 million as payable related to equity investee, net, in the Condensed Consolidated Balance Sheet. The purchases by AOS for the three and six months ended December 31, 2024 were $ 28.2 million and $ 56.5 million, respectively, and the sales by AOS for the three and six months ended December 31, 2024 were $ 3.1 million and $ 5.3 million, respectively. The purchases by AOS for the three and six months ended December 31, 2023 were $ 28.6 million and $ 58.4 million, respectively, and the sales by AOS for the three and six months ended December 31, 2023 were $ 3.0 million and $ 3.7 million, respectively. 13 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 4. Net Income (Loss) Per Common Share The following table presents the calculation of basic and diluted net income (loss) per share attributable to common shareholders: Three Months Ended December 31, Six Months Ended December 31, 2024 2023 2024 2023 (in thousands, except per share data) Numerator: Net income (loss) $ ( 6,614 ) $ ( 2,923 ) $ ( 9,110 ) $ 2,863 Denominator: Basic: Weighted average number of common shares used to compute basic net income (loss) per share 29,163 27,939 29,083 27,816 Diluted: Weighted average number of common shares used to compute basic net income (loss) per share 29,163 27,939 29,083 27,816 Effect of potentially dilutive securities: Stock options, RSUs and ESPP shares — — — 2,014 Weighted average number of common shares used to compute diluted net income (loss) per share 29,163 27,939 29,083 29,830 Net income (loss) per common share: Basic $ ( 0.23 ) $ ( 0.10 ) $ ( 0.31 ) $ 0.10 Diluted $ ( 0.23 ) $ ( 0.10 ) $ ( 0.31 ) $ 0.10 The following potential dilutive securities were excluded from the computation of diluted net income (loss) per common share as their effect would have been anti-dilutive: Three Months Ended December 31, Six Months Ended December 31, 2024 2023 2024 2023 (in thousands) (in thousands) Employee stock options and RSUs 2,573 1,984 2,578 90 ESPP 729 1,229 716 324 Total potential dilutive securities 3,302 3,213 3,294 414 14 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 and review 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 requirements, 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: Three Months Ended December 31, Six Months Ended December 31, Percentage of revenue 2024 2023 2024 2023 Customer A 21.0 % 29.3 % 21.8 % 26.5 % Customer B 52.7 % 41.3 % 52.1 % 44.1 % December 31, 2024 June 30, 2024 Percentage of accounts receivable Customer A 10.4 % * Customer B 32.7 % * Customer C * 33.4 % Customer D 10.4 % 33.4 % Customer E 10.6 % * * Less than 10% 15 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 6. Balance Sheet Components Accounts receivable, net: December 31, 2024 June 30, 2024 (in thousands) Accounts receivable $ 67,003 $ 54,265 Less: Allowance for price adjustments ( 47,094 ) ( 41,689 ) Less: Allowance for credit losses ( 30 ) ( 30 ) Accounts receivable, net $ 19,879 $ 12,546 Inventories: December 31, 2024 June 30, 2024 (in thousands) Raw materials $ 79,703 $ 78,064 Work-in-process 83,729 87,898 Finished goods 20,301 29,788 $ 183,733 $ 195,750 Other current assets: December 31, 2024 June 30, 2024 (in thousands) Value-added tax receivable $ 370 $ 304 Other prepaid expenses 2,614 1,822 Prepaid insurance 2,534 4,623 Prepaid maintenance 1,605 2,195 Prepayment to supplier 5,149 1,301 Prepaid income tax 1,058 819 Interest receivable 339 383 Short term deposit 261 21 Other receivables 1,503 2,697 $ 15,433 $ 14,165 16 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Property, plant and equipment, net: December 31, 2024 June 30, 2024 (in thousands) Land $ 4,877 $ 4,877 Building and building improvements 71,638 71,266 Manufacturing machinery and equipment 427,359 423,960 Equipment and tooling 35,678 36,203 Computer equipment and software 52,720 53,081 Office furniture and equipment 3,256 3,193 Leasehold improvements 42,967 41,671 638,495 634,251 Less: accumulated depreciation and amortization ( 344,695 ) ( 320,751 ) 293,800 313,500 Equipment and construction in progress 23,993 23,119 Property, plant and equipment, net $ 317,793 $ 336,619 Intangible assets, net: December 31, 2024 June 30, 2024 (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 ( 17,831 ) ( 16,208 ) 1,624 3,247 Goodwill 269 269 Intangible assets, net $ 1,893 $ 3,516 F uture amortization expense of intangible assets is as follows (in thousands): Year ending June 30, 2025 (Remaining) $ 1,624 17 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Other long-term assets: December 31, 2024 June 30, 2024 (in thousands) Prepayments for property and equipment $ 1,570 $ 620 Investment in a privately held company — 100 Customs deposit 597 652 Deposit with supplier 18,221 22,117 Office leases deposits 1,283 1,418 Other 495 332 $ 22,166 $ 25,239 Accrued liabilities: December 31, 2024 June 30, 2024 (in thousands) Accrued compensation and benefits $ 20,593 $ 14,945 Warranty accrual 1,960 2,407 Stock rotation accrual 4,138 4,660 Accrued professional fees 2,464 3,198 Accrued inventory 2,237 728 Accrued facilities related expenses 2,462 2,137 Accrued property, plant and equipment 4,043 6,986 Other accrued expenses 4,764 3,822 Customer deposits 27,370 32,182 ESPP payable 1,361 1,306 $ 71,392 $ 72,371 Short-term customer deposits are payments received from customers for securing future product shipments. As of December 31, 2024, $ 9.0 million for such deposits were from Customer A, $ 4.5 million were from Customer B, and $ 13.9 million were from other customers. As of June 30, 2024, $ 9.0 million were from Customer A, $ 8.9 million were from Customer B, and $ 14.3 million were from other customers. The activities in the warranty accrual, included in accrued liabilities, are as follows: Six Months Ended December 31, 2024 2023 (in thousands) Beginning balance $ 2,407 $ 1,674 Additions 656 643 Released ( 700 ) — Utilization ( 403 ) ( 165 ) Ending balance $ 1,960 $ 2,152 18 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The activities in the stock rotation accrual, included in accrued liabilities, are as follows: Six Months Ended December 31, 2024 2023 (in thousands) Beginning balance $ 4,660 $ 5,588 Additions 4,709 5,504 Utilization ( 5,231 ) ( 5,634 ) Ending balance $ 4,138 $ 5,458 Other long-term liabilities: December 31, 2024 June 30, 2024 (in thousands) Customer deposits $ 8,000 $ 19,661 Computer software liabilities 390 — Other long-term liabilities $ 8,390 $ 19,661 Customer deposits are payments received from customers for securing future product shipments. As of December 31, 2024, $ 5.0 million for such deposits were from Customer A, $ 1.0 million were from Customer B, and $ 2.0 million were from other customers. As of June 30, 2024, $ 12.0 million were from Customer A, $ 2.0 million were from Customer B, and $ 5.7 million were from other customers. 19 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 7. Bank Borrowings Short-term borrowings 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 $ 19.2 million based on currency exchange rate between RMB and U.S. Dollar on December 31, 2024 with a maturity date of March 15, 2025. As of December 31, 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 December 31, 2024, with a maturity date of December 31, 2024. As of December 31, 2024, there was no outstanding balance for this loan and this loan expired. 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 December 31, 2024 with a maturity date of September 8, 2025. As of December 31, 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 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. 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 reduce the borrowing maximum amount to $ 8.0 million with certain financial covenants required. Other terms remain the same. As of December 31, 2024, the Borrower was in compliance with these covenants. As of December 31, 2024, there was no outstanding balance and the Company had unused credit of approximately $ 8.0 million. Debt financing In September 2021, Jireh Semiconductor Incorporated (“Jireh”), one of the wholly-owned subsidiaries, entered into a financing arrangement agreement with a company (“Lender”) for the lease and purchase of a machinery equipment manufactured by a supplier. 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 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 the net book value of $ 12.8 million as of December 31, 2024. As of December 31, 2024, the outstanding balance of this debt financing was $ 7.9 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 20 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) under the loan agreement is secured by substantially all assets of Jireh and guaranteed by the Company. The agreement has a 5.5 year term 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 SOFR 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 December 31, 2024, Jireh was in compliance with these covenants and the outstanding balance of this loan was $ 24.7 million. Maturities of short-term debt and long-term debt were as follows (in thousands): Year ending June 30, 2025 (Remaining) $ 5,857 2026 11,871 2027 14,344 2028 536 Total principal 32,608 Less: debt issuance costs ( 40 ) Total principal, less debt issuance costs $ 32,568 Short-term Debt Long-term Debt Total Principal amount $ 11,765 $ 20,843 $ 32,608 Less: debt issuance costs ( 23 ) ( 17 ) ( 40 ) Total debt, less debt issuance costs $ 11,742 $ 20,826 $ 32,568 8. Leases The Company evaluates contracts for lease accounting at contract inception and assesses lease classification at the lease commencement date. 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 Condensed Consolidated Balance Sheets with a term of one year or less. The components of the Company’s operating and finance lease expenses are as follows for the periods presented (in thousands): Three Months Ended December 31, Six Months Ended December 31, 2024 2023 2024 2023 Operating leases: Fixed rent expense $ 1,408 $ 1,485 $ 3,145 $ 3,042 Variable rent expense 270 260 539 511 Finance lease: Amortization of equipment 129 129 257 257 Interest 55 72 114 147 Short-term leases Short-term lease expenses 42 47 74 87 Total lease expenses $ 1,904 $ 1,993 $ 4,129 $ 4,044 21 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Supplemental balance sheet information related to the Company’s operating and finance leases is as follows (in thousands, except lease term and discount rate): December 31, 2024 June 30, 2024 Operating Leases : ROU assets associated with operating leases $ 23,317 $ 25,050 Finance Lease: Property, plant and equipment, gross $ 5,133 $ 5,133 Accumulated depreciation ( 1,427 ) ( 1,171 ) Property, plant and equipment, net $ 3,706 $ 3,962 Weighted average remaining lease term (in years) Operating leases 5.18 5.54 Finance lease 2.75 3.25 Weighted average discount rate Operating leases 4.89 % 4.91 % Finance lease 7.51 % 7.51 % Supplemental cash flow information related to the Company’s operating and finance leases is as follows (in thousands): Six Months Ended December 31, 2024 2023 Cash paid from amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,201 $ 3,190 Operating cash flows from finance lease $ 114 $ 147 Financing cash flows from finance lease $ 459 $ 426 Non-cash investing and financing information: Operating lease right-of-use assets obtained in exchange for lease obligations $ 892 $ 3,588 Future minimum lease payments are as follows as of December 31, 2024 (in thousands): Year ending June 30, Operating Leases Finance Leases The remainder of fiscal 2025 $ 3,199 $ 572 2026 5,702 1,144 2027 4,809 1,144 2028 4,277 191 2029 3,990 — Thereafter 5,184 — Total minimum lease payments 27,161 3,051 Less amount representing interest ( 3,278 ) ( 294 ) Total lease liabilities $ 23,883 $ 2,757 22 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 9. Shareholders’ Equity and Share-based Compensation Time-based Restric ted Stock Units ( “ TRSUs ” ) The following table summarizes the Company’ TRSU activities for the six months ended December 31, 2024: Number of Time-based Restricted Stock Units Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Nonvested at June 30, 2024 1,469,135 $ 29.13 1.66 $ 54,901,575 Granted 126,192 $ 37.07 Vested ( 102,204 ) $ 29.00 Forfeited ( 23,088 ) $ 28.65 Nonvested at December 31, 2024 1,470,035 $ 29.83 1.31 $ 54,435,396 Market-based Restricted Stock Units ( “ MSUs ” ) In December 2021, the Company granted 1.0 million market-based restricted stock units (“MSUs”) to certain personnel. The number of shares to be earned at the end of 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 MSUs vest 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. 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. On August 8, 2024, the Compensation Committee of the Board approved a modification of the terms of MSUs to extend the performance period through December 31, 2026, change the commencement date for the four-year time-based service period to January 1, 2027, and reduce the 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 3.93 %, expected term of 2.40 years, expected volatility of 57.81 % and dividend yield of 0 %. The Company recorded $ 1.4 million and $ 2.2 million of expenses for the three and six months ended December 31, 2024. The Company recorded $ 1.2 million of expenses for the three months ended December 31, 2023, and a negative $ 5.1 million of expenses for the six months ended December 31, 2023 due to a $ 6.4 million of reversal of the prior recognized expenses. 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 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 the performance period. The Company estimated the grant date fair values of its MSUs using a Monte-Carlo simulation model. 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 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 $ 0.2 million and $ 0.4 million of expenses for MSUs during the three and six months ended December 31, 2024, respectively, and $ 0.3 million and $ 0.6 million of expenses during the three and six months ended December 31, 2023, respectively. The following table summarizes the Company’ MSUs activities for the six months ended December 31, 2024: 23 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Number of Market-based Performance-based Restricted Stock Units Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Nonvested at June 30, 2024 1,727,000 $ 28.15 2.83 $ 64,537,990 Vested ( 270,000 ) $ 5.17 Forfeited ( 8,000 ) $ 48.44 Nonvested at December 31, 2024 1,449,000 $ 32.31 3.38 $ 53,656,470 Performance-based Restricted Stock Units (“PRSUs”) In March of each year since year 2017, the Company granted PRSUs to certain personnel. The number of shares to be earned under the PRSUs is determined based on the level of attainment of predetermined financial goals. The PRSUs vest in four equal annual installments from the first anniversary date after the grant date if certain predetermined financial goals were met. The Company recorded approximately $ 1.0 million and $ 1.9 million of expe ns e for these PRSUs during the three and six months ended December 31, 2024, respectively, and $ 0.8 million and $ 1.2 million of expense for the three and six months ended December 31, 2023, respectively. The following table summarizes the Company’s PRSUs activities for the six months ended December 31, 2024: Number of Performance-based Restricted Stock Units Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Nonvested at June 30, 2024 344,125 $ 30.69 1.73 $ 12,859,951 Nonvested at December 31, 2024 344,125 $ 30.69 1.25 $ 12,742,949 Stock Options The Company did no t grant any stock options during the six months ended December 31, 2024 and 2023. The following table summarizes the Company’s stock option activities for the six months ended December 31, 2024: Weighted Weighted Average Average Remaining Number of Exercise Price Contractual Aggregate Shares Per Share Term (in years) Intrinsic Value Outstanding at June 30, 2024 10,000 $ 9.07 0.13 $ 283,000 Exercised ( 10,000 ) $ 9.07 $ 265,267 Outstanding at December 31, 2024 0 $ 0.00 0.00 $ 0.00 Employee Share Purchase Plan (“ESPP”) The assumptions used to estimate the fair values of common shares issued under the ESPP were as follows: Six Months Ended December 31, 2024 Volatility rate 54.1 % Risk-free interest rate 4.4 % Expected term 1.3 years Dividend yield 0 % 24 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Share-based Compensation Expense The total share-based compensation expense recognized in the Condensed Consolidated Statements of Income (Loss) for the periods presented was as follows: Three Months Ended December 31, Six Months Ended December 31, 2024 2023 2024 2023 (in thousands) (in thousands) Cost of goods sold $ 1,123 $ 1,504 $ 2,138 $ 1,716 Research and development 2,193 2,417 4,128 2,423 Selling, general and administrative 4,634 4,770 8,586 5,470 $ 7,950 $ 8,691 $ 14,852 $ 9,609 As of December 31, 2024, total unrecognized compensation cost under the Company’s share-based compensation plans was $ 46.2 million, which is expected to be recognized over a weighted-average period of 2.9 years. 10. Income Taxes The Company recognized income tax expense of approximately $ 1.2 million and $ 0.9 million for the three months ended December 31, 2024 and 2023, respectively. The income tax expense of $ 1.2 million for the three months ended December 31, 2024 included a $ 0.1 million discrete tax expense. The income tax expense of $ 0.9 million for the three months ended December 31, 2023 included a $ 0.1 million discrete tax expense. Excluding the discrete income tax items, the income tax expense for the three months ended December 31, 2024 and 2023 was $ 1.2 million and $ 0.8 million, respectively, and the effective tax rate for the three months ended December 31, 2024 and 2023 was ( 22.1 )% and ( 41.2 )%, respectively. The changes in the tax expense and effective tax rate between the periods resulted primarily from changes in the mix of earnings in various geographic jurisdictions between the current year and the same period of last year as well as from reporting pretax book loss of $ 5.4 million for the three months ended December 31, 2024 as compared to $ 2.0 million of pretax book loss for the three months ended December 31, 2023. The Company recognized income tax expense of approximately $ 2.3 million and $ 2.0 million for the six months ended December 31, 2024 and 2023, respectively. The income tax expense of $ 2.3 million for the six months ended December 31, 2024 included a $ 0.1 million discrete tax expense. The income tax expense of $ 2.0 million for the six months ended December 31, 2023 included a $ 0.1 million discrete tax expense. Excluding the discrete income tax items, income tax expense for the six months ended December 31, 2024 and 2023 was $ 2.1 million and $ 1.9 million, respectively, and the effective tax rate for the six months ended December 31, 2024 and 2023 was ( 31.4 )% and 39.2 %, respectively. The changes in the tax expense and effective tax rate between the periods resulted primarily from changes in the mix of earnings in various geographic jurisdictions between the current year and the same period of last year as well as from reporting pretax book loss of $ 6.8 million for the six months ended December 31, 2024 as compared to $ 4.9 million of pretax book income for the six months ended December 31, 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. 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. As of December 31, 2024, the gross amount of unrecognized tax benefits was approximately $ 10.2 million, of which $ 7.0 million, if recognized, would reduce the effective income tax rate in future periods. 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. The Company does not anticipate any material changes to its uncertain tax positions during the next twelve months. “The Chip and Science Act of 2022”, Enacted August 2, 2022 25 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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. 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 Condensed 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. 26 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 11. 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-month engineering and development services for a total fee of $ 45 million. The revenue by geographical location in the following tables is based on the country or region in which the products were shipped to: Three Months Ended December 31, Six Months Ended December 31, 2024 2023 2024 2023 (in thousands) (in thousands) Hong Kong $ 150,640 $ 124,081 $ 304,135 $ 265,287 China 15,915 30,543 37,170 57,162 South Korea 409 4,033 699 9,344 United States 699 1,005 1,772 2,400 Other countries 5,493 5,623 11,267 11,725 $ 173,156 $ 165,285 $ 355,043 $ 345,918 The following is a summary of revenue by product type: Three Months Ended December 31, Six Months Ended December 31, 2024 2023 2024 2023 (in thousands) (in thousands) Power discrete $ 112,956 $ 108,780 $ 235,410 $ 230,280 Power IC 53,735 50,295 106,675 103,042 Packaging and testing services and other 1,064 744 1,916 1,489 License and development services 5,401 5,466 11,042 11,107 $ 173,156 $ 165,285 $ 355,043 $ 345,918 27 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Long-lived assets, net consisting of property, plant and equipment and operating lease right-of-use assets, net by geographical area are as follows: December 31, 2024 June 30, 2024 (in thousands) China $ 99,499 $ 106,666 United States 236,239 249,791 Other countries 5,422 5,212 $ 341,160 $ 361,669 28 ALPHA AND OMEGA SEMICONDUCTOR LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 12. Commitments and Contingencies Purchase Commitments As of December 31, 2024 and June 30, 2024, the Company had approximately $ 87.9 million and $ 100.8 million, respectively, of outstanding purchase commitments primarily for purchases of semiconductor raw materials, wafers, spare parts, packaging and testing services and others. As of December 31, 2024 and June 30, 2024, the Company had approximately $ 15.5 million and $ 6.9 million, respectively, of capital commitments for the purchase of property and equipment. Other Commitments See Note 7 and Note 8 of the Notes to the Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q for descriptions of commitments including 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. In December 2019, the U.S. Department of Justice (“DOJ”) commenced an investigation into the Company’s compliance with export control regulations relating to its business transactions with Huawei and its affiliates (“Huawei”), which were added to the “Entity List” maintained by the Department of Commerce (“DOC”) on May 16, 2019. The Company cooperated fully with federal authorities in the investigation, including responding to requests for documents, information and interviews from the DOJ in connection with the investigation. In connection with this investigation, the DOC requested the Company to suspend shipments of its products to Huawei, and the Company complied with such request. The Company has not shipped any product to Huawei after December 31, 2019. On January 19, 2024, the DOJ informed the Company that it has closed such investigation without any charges. The Company continues to cooperate with the DOC in the ongoing civil investigation. The DOC has not informed the Company of any specific timeline or schedule under which the DOC will complete its review. The Company is a party to a variety of agreements 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 December 31, 2024 and June 30, 2024. The Company has agreed to indemnify its directors and certain employees as permitted by law and pursuant to its By-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 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 a reasonable cost. 29