What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-08 compared with 2025-02-06 · 139 added, 165 removed, 694 unchanged (30% of the section changed)

9 unchanged sentences

Inventories 188,126 195,750

Contract assets 8,451 —

Other current assets 13,255 14,165

31 unchanged sentences

issued and outstanding:

none at December 31, 2024 and June 30, 2024

none at March 31, 2025 and June 30, 2024

Common shares, par value $ 0.002 per share:

1 unchanged sentence

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

36,869 shares and 29,750 shares, respectively at March 31, 2025 and 36,107 shares and 28,969 shares, respectively at June 30, 2024

Treasury shares at cost:

7,135 shares at December 31, 2024 and 7,138 shares at June 30, 2024

7,119 shares at March 31, 2025 and 7,138 shares at June 30, 2024

( 79,064 ) ( 79,213 )

7 unchanged sentences

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF LOSS

(Unaudited, in thousands except per share data)

Three Months Ended December 31, Six Months Ended December 31,

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

7 unchanged sentences

Total operating expenses 45,835 46,059 136,532 132,738

Operating income (loss) ( 5,908 ) ( 1,134 ) ( 6,160 ) 8,247

Operating loss ( 10,658 ) ( 10,504 ) ( 16,818 ) ( 2,257 )

Other income (loss), net ( 65 ) 308 ( 52 ) ( 138 )

1 unchanged sentence

Interest expenses ( 596 ) ( 959 ) ( 2,109 ) ( 3,099 )

Net income (loss) before income taxes and loss from equity method investment ( 4,811 ) ( 1,332 ) ( 5,260 ) 8,304

Gain on change of equity interest in equity method investment 505 — 505 —

Net loss before income taxes and loss from equity method investment ( 9,887 ) ( 9,925 ) ( 15,147 ) ( 1,621 )

Income tax expense 660 611 2,942 2,643

Net income (loss) before loss from equity method investment ( 6,053 ) ( 2,226 ) ( 7,542 ) 6,272

Net loss before loss from equity method investment ( 10,547 ) ( 10,536 ) ( 18,089 ) ( 4,264 )

Equity method investment loss from equity investee ( 260 ) ( 676 ) ( 1,828 ) ( 4,085 )

Net income (loss) $ ( 6,614 ) $ ( 2,923 ) $ ( 9,110 ) $ 2,863

Net income (loss) per common share

Net loss $ ( 10,807 ) $ ( 11,212 ) $ ( 19,917 ) $ ( 8,349 )

Net loss per common share

Basic $ ( 0.37 ) $ ( 0.39 ) $ ( 0.68 ) $ ( 0.30 )

Diluted $ ( 0.37 ) $ ( 0.39 ) $ ( 0.68 ) $ ( 0.30 )

Weighted average number of common shares used to compute net income (loss) per share

Weighted average number of common shares used to compute net loss per share

Basic 29,530 28,433 29,232 28,022

4 unchanged sentences

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited, in thousands)

Three Months Ended December 31, Six Months Ended December 31,

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

Net income (loss) $ ( 6,614 ) $ ( 2,923 ) $ ( 9,110 ) $ 2,863

Net loss $ ( 10,807 ) $ ( 11,212 ) $ ( 19,917 ) $ ( 8,349 )

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

Foreign currency translation adjustments, net of $ 573 and $( 571 ) tax in each of the three months ended March 31, 2025 and 2024, respectively, and $ 48 and $ 497 tax in each of the nine months ended March 31, 2025 and 2024, respectively

( 3,241 ) 2,812 ( 544 ) ( 3,014 )

5 unchanged sentences

Common Shares Treasury Shares Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Shareholders' Equity

Balance, September 30, 2023 34,903 $ 70 ( 7,157 ) $ ( 79,365 ) $ 330,015 $ ( 13,518 ) $ 648,077 $ 885,279

Balance, December 31, 2023 35,205 $ 70 ( 7,154 ) $ ( 79,343 ) $ 342,636 $ ( 13,937 ) $ 645,132 $ 894,558

Exercise of common stock options and release of restricted stock units 918 2 — — 1,053 — — 1,055

1 unchanged sentence

Withholding tax on restricted stock units ( 287 ) — — — ( 6,741 ) — — ( 6,741 )

Issuance of shares under ESPP 177 — — — 3,423 — — 3,423

Share-based compensation — — — — 8,465 — — 8,465

— — — — — — ( 2,923 ) ( 2,923 )

Net income — — — — — — ( 11,212 ) ( 11,212 )

Foreign currency translation adjustment, net of tax — — — — — 2,812 — 2,812

Balance, December 31, 2023 35,205 $ 70 ( 7,154 ) $ ( 79,343 ) $ 342,636 $ ( 13,937 ) $ 645,132 $ 894,558

Balance, March 31, 2024 35,836 $ 72 ( 7,139 ) $ ( 79,220 ) $ 345,413 $ ( 11,125 ) $ 633,797 $ 888,937

Common Shares Treasury Shares Additional Paid-In Capital Accumulated Other Comprehensive Loss

8 unchanged sentences

Foreign currency translation adjustment, net of tax — — — — — ( 3,014 ) — ( 3,014 )

Balance, December 31, 2023 35,205 $ 70 ( 7,154 ) $ ( 79,343 ) $ 342,636 $ ( 13,937 ) $ 645,132 $ 894,558

Balance, March 31, 2024 35,836 $ 72 ( 7,139 ) $ ( 79,220 ) $ 345,413 $ ( 11,125 ) $ 633,797 $ 888,937

See accompanying notes to these condensed consolidated financial statements.

2 unchanged sentences

(Unaudited, in thousands)

Common Shares Treasury Shares Additional Paid-In Capital Accumulated Other Comprehensive Loss

Common Shares Treasury Shares Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss)

Retained Earnings Total Shareholders' Equity

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

Balance, December 31, 2024 36,367 $ 73 ( 7,135 ) $ ( 79,192 ) $ 370,494 $ ( 10,722 ) $ 621,927 $ 902,580

Release of restricted stock units 808 1 — — ( 1 ) — — 0

Reissuance of treasury stock upon release of RSUs

5 unchanged sentences

Foreign currency translation adjustment, net of tax — — — — — ( 3,241 ) — ( 3,241 )

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

Balance, March 31, 2025 36,869 $ 74 ( 7,119 ) $ ( 79,064 ) $ 368,252 $ ( 13,963 ) $ 610,992 $ 886,291

Common Shares Treasury Shares Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss)

Retained Earnings Total Shareholders' Equity

8 unchanged sentences

Foreign currency translation adjustment, net of tax — — — — — ( 544 ) — ( 544 )

Balance, December 31, 2024 36,367 $ 73 ( 7,135 ) $ ( 79,192 ) $ 370,494 $ ( 10,722 ) $ 621,927 $ 902,580

Balance, March 31, 2025 36,869 $ 74 ( 7,119 ) $ ( 79,064 ) $ 368,252 $ ( 13,963 ) $ 610,992 $ 886,291

See accompanying notes to these condensed consolidated financial statements.

2 unchanged sentences

(Unaudited, in thousands)

Six Months Ended December 31,

Nine Months Ended March 31,

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:

Net loss $ ( 19,917 ) $ ( 8,349 )

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

Gain on change of equity interest in the equity method investment ( 505 ) —

Depreciation and amortization 46,949 39,849

7 unchanged sentences

Inventories 7,624 ( 14,851 )

Contract assets ( 8,451 ) —

Other current and long-term assets 4,670 3,637

4 unchanged sentences

Accrued and other liabilities ( 22,787 ) ( 28,916 )

Net cash provided by (used in) operating activities 25,126 ( 9,628 )

Net cash provided by operating activities 32,494 18,591

Cash flows from investing activities

10 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 35 ) ( 83 )

Net increase (decrease) in cash, cash equivalents and restricted cash 7,258 ( 33,125 )

Net decrease in cash, cash equivalents and restricted cash ( 5,974 ) ( 21,008 )

Cash, cash equivalents and restricted cash at beginning of period 175,540 195,603

21 unchanged sentences

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.

Operating results for the nine months ended March 31, 2025 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.

3 unchanged sentences

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.

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, equity method investment, share-based compensation, recoverability of and useful lives for property, plant and equipment and intangible assets.

Revenue recognition

25 unchanged sentences

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.

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

The Company used 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 recognized a contract liability when payments were in excess of revenue recognized, which was presented as deferred revenue on the balance sheet.

When the Company’s performance under the contract preceded its receipt of consideration from the customer, and the receipt of consideration was conditional upon factors other than the passage of time, a contract asset was recorded.

During the three and nine months ended March 31, 2025, the Company recorded license and development revenue of $ 2.8 million and $ 13.8 million, respectively.

During the three and nine months ended March 31, 2024, the Company recorded license and development revenue of $ 5.1 million and $ 16.2 million, respectively.

As of March 31, 2025, all revenue has been recognized and all consideration has been received associated with the license agreement.

Restricted Cash

1 unchanged sentence

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.

As of March 31, 2025 and June 30, 2024, the amount of restricted cash was $ 0.2 million and $ 0.4 million, respectively.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

28 unchanged sentences

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.

As we have previously disclosed, the Government of Bermuda announced in December 2023 that it enacted the Corporate Income Tax Act 2023, 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.

30 unchanged sentences

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.

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

In December 2023, the FASB issued ASU No.

17 unchanged sentences

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.

4 unchanged sentences

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 %.

This transaction was closed 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 %.

During the three and nine months ended March 31, 2025, the Company recorded a gain of $ 0.5 million on the change of equity interest in the JV Company.

As of March 31, 2025, the percentage of outstanding JV equity interest beneficially owned by the Company was 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.

During the three and nine months ended March 31, 2025, the Company recorded a $ 0.3 million loss and $ 1.8 million loss of its equity share of the JV Company, respectively, using lag reporting.

During the three and nine months ended March 31, 2024, the Company recorded a $ 0.7 million loss and $ 4.1 million loss, respectively, of its equity share of the JV Company, using lag reporting.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

1 unchanged sentence

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.

As of March 31, 2025, the Company owned a 39.2 % 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.

Due to the right of offset of receivables and payables with the JV Company, as of March 31, 2025, AOS recorded the net amount of $ 19.6 million as payable related to equity investee, net, in the Condensed Consolidated Balance Sheet.

The purchases by AOS for the three and nine months ended March 31, 2025 were $ 25.9 million and $ 82.4 million, respectively, and the sales by AOS for the three and nine months ended March 31, 2025 were $ 2.0 million and $ 7.3 million, respectively.

The purchases by AOS for the three and nine months ended March 31, 2024 were $ 22.4 million and $ 80.8 million, respectively, and the sales by AOS for the three and nine months ended March 31, 2024 were $ 2.6 million and $ 6.3 million, respectively.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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,

Net Loss Per Common Share

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

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

(in thousands, except per share data)

Net income (loss)

$ ( 6,614 ) $ ( 2,923 ) $ ( 9,110 ) $ 2,863

Weighted average number of common shares used to compute basic net income (loss) per share

29,163 27,939 29,083 27,816

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:

Net loss $ ( 10,807 ) $ ( 11,212 ) $ ( 19,917 ) $ ( 8,349 )

Weighted average number of common shares used to compute basic net loss per share 29,530 28,433 29,232 28,022

Weighted average number of common shares used to compute diluted net loss per share 29,530 28,433 29,232 28,022

Net loss per common share:

Basic $ ( 0.37 ) $ ( 0.39 ) $ ( 0.68 ) $ ( 0.30 )

Diluted $ ( 0.37 ) $ ( 0.39 ) $ ( 0.68 ) $ ( 0.30 )

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,

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

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

12 unchanged sentences

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,

Three Months Ended March 31, Nine Months Ended March 31,

Percentage of revenue 2025 2024 2025 2024

7 unchanged sentences

Customer D * 33.4 %

Customer E 10.6 % *

* Less than 10%

22 unchanged sentences

Prepaid maintenance 1,292 2,195

Prepayment to supplier 5,149 1,301

Deposit with supplier 5,308 1,301

Prepaid income tax 1,259 819

60 unchanged sentences

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 March 31, 2025, $ 7.0 million for such deposits were from Customer A, $ 2.0 million were from Customer B, and $ 9.9 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,

Nine Months Ended March 31,

(in thousands)

7 unchanged sentences

The activities in the stock rotation accrual, included in accrued liabilities, are as follows:

Six Months Ended December 31,

Nine Months Ended March 31,

(in thousands)

10 unchanged sentences

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 March 31, 2025, $ 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.

7 unchanged sentences

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 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.

Dollar on March 31, 2025.

This line of credit expired on March 15, 2025.

As of March 31, 2025, 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

1 unchanged sentence

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.

Dollar on March 31, 2025 with a maturity date of September 8, 2025.

As of March 31, 2025, there was no outstanding balance for this loan.

Accounts Receivable Factoring Agreement

8 unchanged sentences

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.

As of March 31, 2025, the Borrower was in compliance with these covenants.

As of March 31, 2025, there was no outstanding balance and the Company had unused credit of approximately $ 8.0 million.

Debt financing

12 unchanged sentences

The purchase price of this hardware was $ 0.2 million.

The financing arrangement is secured by this equipment and other equipment which had the 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.

The financing arrangement is secured by this equipment and other equipment at Jireh, which had the net book value of $ 12.5 million as of March 31, 2025.

As of March 31, 2025, the outstanding balance of this debt financing was $ 7.2 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

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

3 unchanged sentences

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.

As of March 31, 2025, Jireh was in compliance with these covenants and the outstanding balance of this loan was $ 22.5 million.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Maturities of short-term debt and long-term debt were as follows (in thousands):

10 unchanged sentences

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,

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

11 unchanged sentences

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,

March 31, 2025 June 30,

Operating Leases :

ROU assets associated with operating leases $ 23,317 $ 25,050

Right-of-use assets associated with operating leases

$ 22,050 $ 25,050

Finance Lease:

9 unchanged sentences

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

Six Months Ended December 31,

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

Nine Months Ended March 31,

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

Operating cash flows from operating leases $ 4,830 $ 4,804

3 unchanged sentences

Operating lease right-of-use assets obtained in exchange for lease obligations $ 945 $ 3,954

Future minimum lease payments are as follows as of December 31, 2024 (in thousands):

Future minimum lease payments are as follows as of March 31, 2025 (in thousands):

Year ending June 30, Operating Leases Finance Leases

11 unchanged sentences

Time-based Restric ted Stock Units ( “ TRSUs ” )

The following table summarizes the Company’ TRSU activities for the six months ended December 31, 2024:

The following table summarizes the Company’ TRSU activities for the nine months ended March 31, 2025:

Number of Time-based Restricted Stock

7 unchanged sentences

Forfeited ( 52,233 ) $ 28.39

Nonvested at December 31, 2024 1,470,035 $ 29.83 1.31 $ 54,435,396

Nonvested at March 31, 2025 1,508,949 $ 28.61 1.82 $ 37,512,472

Market-based Restricted Stock Units ( “ MSUs ” )

12 unchanged sentences

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.

The Company recorded $ 1.4 million and $ 3.6 million of expenses for the three and nine months ended March 31, 2025.

The Company recorded $ 1.1 million of expenses for the three months ended March 31, 2024, and a negative $ 4.0 million of expenses for the nine months ended March 31, 2024 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.

4 unchanged sentences

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:

The Company recorded $ 0.1 million and $ 0.5 million of expenses for MSUs during the three and nine months ended March 31, 2025, respectively, and $ 0.2 million and $ 0.8 million of

expenses during the three and nine months ended March 31, 2024, respectively.

The following table summarizes the Company’ MSUs activities for the nine months ended March 31, 2025:

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Number of Market-based Performance-based Restricted Stock

Number of Market-based Restricted Stock

Weighted Average

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Forfeited ( 21,000 ) $ 38.14

Nonvested at December 31, 2024 1,449,000 $ 32.31 3.38 $ 53,656,470

Nonvested at March 31, 2025 1,436,000 $ 32.32 3.14 $ 35,698,960

Performance-based Restricted Stock Units (“PRSUs”)

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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:

The Company recorded approximately $ 1.0 million and $ 2.9 million of expe ns e for these PRSUs during the three and nine months ended March 31, 2025, respectively, and $ 0.8 million and $ 2.0 million of expense for the three and nine months ended March 31, 2024, respectively.

The following table summarizes the Company’s PRSUs activities for the nine months ended March 31, 2025:

Number of Performance-based Restricted Stock

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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

Granted 209,750 $ 27.61

Vested ( 133,910 ) $ 33.60

Forfeited ( 10,402 ) $ 48.65

Nonvested at March 31, 2025 409,563 $ 27.71 2.10 $ 10,181,736

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:

The Company did no t grant any stock options during the nine months ended March 31, 2025 and 2024.

The following table summarizes the Company’s stock option activities for the nine months ended March 31, 2025:

Weighted Average

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Exercised ( 10,000 ) $ 9.07 $ 265,267

Outstanding at December 31, 2024 0 $ 0.00 0.00 $ 0.00

Outstanding at March 31, 2025 0 $ 0.00 0.00 $ 0.00

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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,

Nine Months Ended March 31,

Volatility rate 54.1 %

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Dividend yield 0 %

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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,

The total share-based compensation expense recognized in the Condensed Consolidated Statements of Loss for the periods presented was as follows:

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

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$ 7,136 $ 8,465 $ 21,988 $ 18,074

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.

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.

As of March 31, 2025, total unrecognized compensation cost under the Company’s share-based compensation plans was $ 56.6 million, which is expected to be recognized over a weighted-average period of 2.8 years.

The Company recognized income tax expense of approximately $ 0.7 million and $ 0.6 million for the three months ended March 31, 2025 and 2024, respectively.

The income tax expense of $ 0.7 million for the three months ended March 31, 2025 included a $ 0.1 million discrete tax expense.

The income tax expense of $ 0.6 million for the three months ended March 31, 2024 included a $ 0.1 million discrete tax expense.

Excluding the discrete income tax items, the income tax expense for the three months ended March 31, 2025 and 2024 was $ 0.6 million and $ 0.6 million, respectively, and the effective tax rate for the three months ended March 31, 2025 and 2024 was ( 5.8 )% and ( 5.3 )%, respectively.

The Company recognized income tax expense of approximately $ 2.9 million and $ 2.6 million for the nine months ended March 31, 2025 and 2024, respectively.

The income tax expense of $ 2.9 million for the nine months ended March 31, 2025 included a $ 0.2 million discrete tax expense.

The income tax expense of $ 2.6 million for the nine months ended March 31, 2024 included a $ 0.2 million discrete tax expense.

Excluding the discrete income tax items, income tax expense for the nine months ended March 31, 2025 and 2024 was $ 2.7 million and $ 2.5 million, respectively, and the effective tax rate for the nine months ended March 31, 2025 and 2024 was ( 16.1 )% and ( 43.4 )%, 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 $ 17.0 million for the nine months ended March 31, 2025 as compared to $ 5.7 million of pretax book loss for the nine months ended March 31, 2024.

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

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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.

In accordance with the guidance on the accounting for uncertainty in income taxes, the Company regularly

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

As of March 31, 2025, the gross amount of unrecognized tax benefits was approximately $ 10.3 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.

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

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In August 2022 the U.S.

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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 chief operating decision-maker is the Chief Executive Officer.

The financial information presented to the Company’s 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.

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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,

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

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The following is a summary of revenue by product type:

Three Months Ended December 31, Six Months Ended December 31,

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

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$ 164,635 $ 150,060 $ 519,678 $ 495,978

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Long-lived assets, net consisting of property, plant and equipment and operating lease right-of-use assets, net by geographical area are as follows:

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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.

As of March 31, 2025, the Company had approximately $ 91.8 million of outstanding purchase commitments primarily for purchases of semiconductor raw materials, wafers, spare parts, packaging and testing services and others, as well as $ 18.2 million of capital commitments for the purchase of property and equipment.

Purchase commitments are generally restricted to a purchase forecast as mutually agreed between the parties.

This purchase forecast can vary among different suppliers.

Other Commitments

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

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.

As previously disclosed, the Company continues to cooperate with the Department of Commerce (“DOC”) in connection with its ongoing administrative investigation regarding certain transactions by the Company.

On April 16, 2025, the Company received a letter from the DOC, which included certain allegations of administrative violations of export control regulations.

The Company is evaluating the letter and held an initial meeting with DOC to discuss the alleged violations and resolution of the matter.

The discussion with DOC is ongoing and at this time, the Company is unable to determine the outcome or estimate possible loss and therefore cannot determine the likelihood of loss or estimate a range of possible loss, if any.

The Company is a party to a variety of agreements contracted with various third parties.

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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 not historically paid or recorded any material indemnifications, and no accrual was made at March 31, 2025 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.

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

What changed 10-Q

Item 1. Financial Statements