Washington, D.C. 20549
See accompanying notes to these condensed consolidated financial statements.
See accompanying notes to these condensed consolidated financial statements.
1. The Company and Significant Accounting Policies
2. Deconsolidation of the JV Company and Equity Method Investment in Equity Investee
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.
|
| | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
Percentage of revenue | 2017 | | 2016 | | 2017 | | 2016 |
Customer A | 30.8 | % | | 27.0 | % | | 29.2 | % | | 25.6 | % |
Customer B | 33.7 | % | | 35.8 | % | | 33.8 | % | | 36.2 | % |
Customer C | * |
| | 10.7 | % | | * |
| | 12.3 | % |
* Less than 10%
|
| | | | | |
| December 31, 2017 | | June 30, 2017 |
Percentage of accounts receivable | |
Customer A | 35.7 | % | | 33.2 | % |
Customer B | 19.1 | % | | 13.2 | % |
Customer C | 12.6 | % | | 16.4 | % |
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4. Balance Sheet Components
Accounts receivable, net:
|
| | | | | | | |
| December 31, 2017 | | June 30, 2017 |
| (in thousands) |
Accounts receivable | $ | 45,438 |
| | $ | 48,039 |
|
Less: Allowance for price adjustments | (21,125 | ) | | (19,599 | ) |
Less: Allowance for doubtful accounts | (30 | ) | | (30 | ) |
Accounts receivable, net | $ | 24,283 |
| | $ | 28,410 |
|
Inventories:
|
| | | | | | | |
| December 31, 2017 | | June 30, 2017 |
| (in thousands) |
Raw materials | $ | 39,198 |
| | $ | 32,118 |
|
Work in-process | 34,994 |
| | 36,081 |
|
Finished goods | 11,480 |
| | 8,055 |
|
| $ | 85,672 |
| | $ | 76,254 |
|
Property, plant and equipment, net:
|
| | | | | | | |
| December 31, 2017 | | June 30, 2017 |
| (in thousands) |
Land | $ | 4,877 |
| | $ | 4,877 |
|
Building | 4,325 |
| | 4,325 |
|
Manufacturing machinery and equipment | 241,206 |
| | 215,275 |
|
Equipment and tooling | 14,641 |
| | 13,549 |
|
Computer equipment and software | 25,066 |
| | 24,346 |
|
Office furniture and equipment | 2,055 |
| | 1,935 |
|
Leasehold improvements | 29,507 |
| | 29,136 |
|
Land use rights | 9,242 |
| | 8,849 |
|
| 330,919 |
| | 302,292 |
|
Less: accumulated depreciation | (212,058 | ) | | (194,882 | ) |
| 118,861 |
| | 107,410 |
|
Equipment and construction in progress | 74,392 |
| | 40,781 |
|
Property, plant and equipment, net | $ | 193,253 |
| | $ | 148,191 |
|
Intangible assets, net:
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 | 2021 | | 2020 | | 2021 | | 2020 |
Customer A | 22.8 | % | | 28.4 | % | | 25.1 | % | | 28.6 | % |
Customer B | 40.7 | % | | 36.4 | % | | 38.7 | % | | 34.8 | % |
| | | | | | | |
| | | | | | | | | | | |
| December 31, 2021 | | June 30, 2021 |
Percentage of accounts receivable | |
Customer A | 17.3 | % | | 12.4 | % |
Customer B | 14.9 | % | | 22.1 | % |
Customer C | 21.1 | % | | 21.9 | % |
| | | |
| | | |
| | | |
| | | |
| | | |
|
| | | | | | | |
| December 31, 2017 | | June 30, 2017 |
| (in thousands) |
License fees | $ | 15,584 |
| | $ | 1,248 |
|
Trade name | 268 |
| | 268 |
|
Customer relationships | 1,150 |
| | 1,150 |
|
| 17,002 |
| | 2,666 |
|
Less: accumulated amortization | (2,672 | ) | | (2,653 | ) |
| 14,330 |
| | 13 |
|
Goodwill | 269 |
| | 269 |
|
Intangible assets, net | $ | 14,599 |
| | $ | 282 |
|
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Intangible(Unaudited)
6. Balance Sheet Components
The Company’s audited consolidated balance sheet at June 30, 2021, as reported, included the JV Company’s assets of license fees are primarily related to a license agreement thatand liabilities, after intercompany eliminations. However, the Company entered into with STMicroelectronics International N.V. (“STMicro”) on September 5, 2017, pursuant to which STMicro granted the Company a world-wide, royalty-freeJV Company's assets and fully-paid license to use its technologies to develop, market and distribute certain digital multi-phase controller products, which have been offered by STMicro. This agreement allows the Company to develop and market products in a new market, primarilyliabilities were not included in the computer server segment. Under the license agreement, the Company agreed to pay a total price in cash of $17.0 million based on the payment schedule of, approximately $10.1 million, $6.7 million, $0.2 million in calendar year 2017, 2018 and 2019, respectively. As ofCompany’s unaudited Condensed Consolidated Balance Sheet at December 31, 2017,2021 due to the deconsolidation of the JV Company recorded $13.8 millionon December 2, 2021 as discussed in intangible assets, of which $9.8 millionmore detail in cash was paid to STMicro. The Company begins amortizing such license fees when the technology has met the Company's qualification.Notes 1 and 2 above.
Accounts receivable, net:
| | | | | | | | | | | |
| December 31, 2021 | | June 30, 2021 |
| (in thousands) |
Accounts receivable | $ | 45,485 | | | $ | 48,234 | |
Less: Allowance for price adjustments | (13,794) | | | (12,415) | |
Less: Allowance for doubtful accounts | (30) | | | (30) | |
Accounts receivable, net | $ | 31,661 | | | $ | 35,789 | |
Inventories:
| | | | | | | | | | | |
| December 31, 2021 | | June 30, 2021 |
| (in thousands) |
Raw materials | $ | 46,045 | | | $ | 68,900 | |
Work in-process | 63,362 | | | 68,824 | |
Finished goods | 19,677 | | | 16,569 | |
| $ | 129,084 | | | $ | 154,293 | |
Other long-termcurrent assets:
| | | | | | | | | | | |
| December 31, 2021 | | June 30, 2021 |
| (in thousands) |
VAT receivable | $ | 365 | | | $ | 1,539 | |
Other prepaid expenses | 2,475 | | | 1,465 | |
Prepaid insurance | 2,001 | | | 2,615 | |
Prepaid maintenance | 982 | | | 1,670 | |
Prepayment to supplier | 2,129 | | | 2,540 | |
Prepaid income tax | 2,692 | | | 2,221 | |
Interest receivable | — | | | 2,207 | |
Customs deposit | — | | | 270 | |
| | | |
Other receivables | 668 | | | 68 | |
| | | |
| $ | 11,312 | | | $ | 14,595 | |
|
| | | | | | | |
| December 31, 2017 | | June 30, 2017 |
| (in thousands) |
Prepayments for property and equipment | $ | 36,359 |
| | $ | 12,964 |
|
Investment in a privately held company | 700 |
| | 700 |
|
Prepaid income tax | — |
| | 4,377 |
|
Long-term deposits | 5,386 |
| | 1,608 |
|
Other | 356 |
| | 216 |
|
| $ | 42,801 |
| | $ | 19,865 |
|
Accrued liabilities:
|
| | | | | | | |
| December 31, 2017 | | June 30, 2017 |
| (in thousands) |
Accrued compensation and benefits | $ | 21,963 |
| | $ | 13,727 |
|
Warranty accrual | 767 |
| | 1,866 |
|
Stock rotation accrual | 1,611 |
| | 1,871 |
|
Accrued professional fees | 1,856 |
| | 2,500 |
|
Accrued inventory | 1,008 |
| | 410 |
|
Accrued facilities related expenses | 1,820 |
| | 1,501 |
|
Accrued property, plant and equipment | 16,321 |
| | 2,241 |
|
Other accrued expenses | 5,892 |
| | 4,270 |
|
| $ | 51,238 |
| | $ | 28,386 |
|
The activities in the warranty accrual, included in accrued liabilities, are as follows:
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Property, plant and equipment, net:
| | | | | | | | | | | |
| December 31, 2021 | | June 30, 2021 |
| (in thousands) |
Land | $ | 4,877 | | | $ | 4,877 | |
| | | |
Building | 14,785 | | | 71,454 | |
Manufacturing machinery and equipment | 255,652 | | | 515,320 | |
Equipment and tooling | 25,616 | | | 27,017 | |
Computer equipment and software | 35,118 | | | 41,518 | |
Office furniture and equipment | 2,648 | | | 3,814 | |
Leasehold improvements | 34,655 | | | 74,733 | |
Land use rights | — | | | 9,319 | |
| 373,351 | | | 748,052 | |
Less: accumulated depreciation | (221,178) | | | (348,749) | |
| 152,173 | | | 399,303 | |
Equipment and construction in progress | 44,570 | | | 37,674 | |
Property, plant and equipment, net | $ | 196,743 | | | $ | 436,977 | |
Intangible assets, net:
| | | | | | | | | | | |
| December 31, 2021 | | June 30, 2021 |
| (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 | (7,994) | | | (6,314) | |
| 11,461 | | | 13,141 | |
Goodwill | 269 | | | 269 | |
Intangible assets, net | $ | 11,730 | | | $ | 13,410 | |
Estimated future minimum amortization expense of intangible assets is as follows (in thousands): | | | | | |
Year ending June 30, | |
2022 (Remaining) | $ | 1,680 | |
2023 | 3,286 | |
2024 | 3,249 | |
2025 | 3,246 | |
| |
| |
| $ | 11,461 | |
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
| | | | | | | |
| Six Months Ended December 31, |
| 2017 | | 2016 |
| (in thousands) |
Beginning balance | $ | 1,866 |
| | $ | 1,495 |
|
Additions (Reductions) | (1,063 | ) | * | 1,040 |
|
Utilization | (36 | ) | | (153 | ) |
Ending balance | $ | 767 |
| | $ | 2,382 |
|
Other long-term assets:* Released a specific | | | | | | | | | | | |
| December 31, 2021 | | June 30, 2021 |
| (in thousands) |
Prepayments for property and equipment | $ | 27,661 | | | $ | 14,882 | |
Investment in a privately held company | 100 | | | 100 | |
| | | |
| | | |
| | | |
Customs deposit | 1,802 | | | 1,120 | |
Deposit with supplier | 6,495 | | | — | |
Other long-term deposits | 20 | | | 927 | |
Office leases deposits | 1,131 | | | 1,100 | |
Other | 722 | | | 740 | |
| $ | 37,931 | | | $ | 18,869 | |
Accrued liabilities:
| | | | | | | | | | | |
| December 31, 2021 | | June 30, 2021 |
| (in thousands) |
Accrued compensation and benefits | $ | 41,058 | | | $ | 32,756 | |
| | | |
| | | |
Warranty accrual | 2,320 | | | 2,795 | |
Stock rotation accrual | 3,765 | | | 3,917 | |
Accrued professional fees | 2,499 | | | 3,017 | |
| | | |
| | | |
Accrued inventory | 2,142 | | | 1,138 | |
Accrued facilities related expenses | 1,843 | | | 2,536 | |
| | | |
Accrued property, plant and equipment | 12,735 | | | 8,688 | |
Other accrued expenses | 4,215 | | | 6,793 | |
Customer deposit | 23,592 | | | 7,139 | |
ESPP payable | 1,043 | | | 715 | |
| $ | 95,212 | | | $ | 69,494 | |
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The activities in the warranty reserve of approximately $1.0 million due to expired warranty period.accrual, included in accrued liabilities, are as follows: | | | | | | | | | | | | |
| Six Months Ended December 31, | |
| 2021 | | 2020 | |
| (in thousands) | |
Beginning balance | $ | 2,795 | | | $ | 709 | | |
Additions | 287 | | | 239 | | |
| | | | |
Utilization | (762) | | | (181) | | |
Ending balance | $ | 2,320 | | | $ | 767 | | |
The activities in the stock rotation accrual, included in accrued liabilities, are as follows:
| | | | | | | | | | | |
| Six Months Ended December 31, |
| 2021 | | 2020 |
| (in thousands) |
Beginning balance | $ | 3,917 | | | $ | 3,358 | |
Additions | 1,756 | | | 4,180 | |
Utilization | (1,908) | | | (3,645) | |
Ending balance | $ | 3,765 | | | $ | 3,893 | |
Other long-term liabilities:
| | | | | | | | | | | | | | |
| December 31, 2021 | | June 30, 2021 | |
| (in thousands) | |
Deferred payroll taxes | $ | — | | | $ | 1,219 | | |
Customer deposits | 77,684 | | | 42,000 | | |
Other | — | | | 904 | | |
Other long-term liabilities | $ | 77,684 | | | $ | 44,123 | | |
Customer deposits are payments received from customers for securing future product shipments. As of December 31, 2021, $64.4 million were from Customer A and Customer B, and $13.3 million were from other customers. As of June 30, 2021, $42.0 million were from Customer A and Customer B.
|
| | | | | | | |
| Six Months Ended December 31, |
| 2017 | | 2016 |
| (in thousands) |
Beginning balance | $ | 1,871 |
| | $ | 1,988 |
|
Additions | 992 |
| | 3,008 |
|
Utilization | (1,252 | ) | | (3,289 | ) |
Ending balance | $ | 1,611 |
| | $ | 1,707 |
|
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5. Debt7. Bank Borrowings
Short-term borrowings
On June 29, 2021, the JV Company entered into a one-year loan agreement with China CITIC Bank in China to borrow a maximum of $7.7 million. Interest payments are due on the 20th of each quarter commencing on September 20, 2021, and the entire principal is due on June 29, 2022. As of December 1, 2021, the outstanding balance of this loan was $7.7 million at an interest rate of 3.49% per annum. On December 2, 2021, the JV Company was deconsolidated from the Company, thus this loan was no longer on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2021.
On April 19, 2021, the JV Company entered into a loan agreement with China Everbright Bank in China to borrow a maximum of Chinese Renminbi (“RMB”) 100 million. The borrowing can be in RMB or U.S. Dollar (“USD”). The loan consists of RMB 50 million for working capital borrowings in Chinese yuan and RMB 50 million for borrowing in USD. The loan is collateralized by eligible accounts receivable. On April 19, 2021, the JV Company borrowed RMB 50.0 million, or $7.7 million based on the currency exchange rate between RMB and USD on April 19, 2021, at an interest rate of 5.1% per annum. The interest payments are due quarterly with the entire principal due no later than May 19, 2022. As of December 1, 2021, the total outstanding balance of the loans was $15.4 million including $3.4 million borrowed on September 22, 2021 and $4.2 million borrowed on November 23, 2021, at interest rate of 2.7% per annum, with principal due on December 12, 2021 and February 15, 2022, respectively. On December 2, 2021, the JV Company was deconsolidated from the Company, thus these loans were no longer on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2021.
On November 13, 2020, the JV Company entered into a one-year loan agreement with China Merchant Bank in China. The JV Company can borrow up to RMB 50.0 million, or $7.6 million, based on the currency exchange rate between RMB and U.S. Dollar on November 13, 2020. The loan's interest rates are based on the China one-year loan prime rate (“LPR”) plus 1.4% per annum. Interest payments are due quarterly with the entire principal due not later than November 19, 2021. During the three months ended December 31, 2020, the JV Company borrowed RMB 50.0 million, or $7.6 million, at an interest rate of 5.25% per annum. As of December 1, 2021, there was no outstanding balance under the loan. On December 2, 2021, the JV Company was deconsolidated from the Company, thus the loan was no longer on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2021.
On October 2019, the Company's subsidiary in China entered into a line of credit facility with Bank of Communications Limited in China. This line of credit matures on February 14, 2021 and is based on the China Base Rate multiplied by 1.05, or 4.99% on October 31, 2019. The purpose of the credit facility is to provide short-term borrowings. The Company could borrow up to approximately RMB 60.0 million or $8.5 million based on the currency exchange rate between the RMB and the U.S. Dollar on October 31, 2019. In September 2021, this line of credit was renewed with maximum borrowings up to RMB 140.0 million with the same terms and a maturity date of September 18, 2022. During the three months ended December 31, 2021, the Company borrowed RMB 11.0 million, or $1.7 million, at an interest rate of 3.85% per annum, with principal due on November 18, 2022. As of December 31, 2021, the total outstanding balance of this loan was $1.7 million.
On November 16, 2018, the Company's subsidiary in China entered into a line of credit facility with Industrial and Commercial Bank of China. The purpose of the credit facility was to provide short-term borrowings. The Company could borrow up to approximately RMB 72.0 million or $10.3 million based on currency exchange rate between RMB and U.S. Dollar on November 16, 2018. The RMB 72.0 million consists of RMB 27.0 million for trade borrowings with a maturity date of December 31, 2021, and RMB 45.0 million for working capital borrowings or trade borrowings with a maturity date of September 13, 2022. During the three months ended December 31, 2021, the Company borrowed RMB 5.0 million, or $0.8 million, at an interest rate of 3.7% per annum, with principal due on September 12, 2022. As of December 31, 2021, the total outstanding balance of this loan was $0.8 million.
Accounts Receivable Factoring Agreement
On August 15, 2017,9, 2019, one of the Company's Oregon subsidiary,wholly-owned subsidiaries (the “Borrower”) entered into a factoring agreement with the Hongkong and Shanghai Banking Corporation Limited (“HSBC”), whereby the Borrower assigns certain of its accounts receivable with recourse. This factoring agreement allows the Borrower to borrow up to 70% of the net amount of its eligible accounts receivable of the Borrower with a maximum amount of $30.0 million. The interest rate is based on one month London Interbank Offered Rate (“LIBOR”) plus 1.75% per annum. The Company is the guarantor for this agreement. The Company is accounting for this transaction as a secured borrowing under the Transfers and Servicing of Financial Assets guidance. In addition, any cash held in the restricted bank account controlled by HSBC has a legal right of offset against the borrowing. This agreement, with certain financial covenants required, has no expiration date. On August 11, 2021, the Borrower signed an agreement with HSBC to decrease the borrowing maximum amount to $8.0 million with certain financial
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
covenants required. Other terms remain the same. As of December 31, 2021, the Borrower was in compliance with these covenants. As of December 31, 2021, there was no outstanding balance and the Company had unused credit of approximately $8.0 million.
Credit Facilities
On May 9, 2018 (the “Effective Date”), the JV Company entered into a lease finance agreement and a security agreement (the “Agreements”) with YinHai Leasing Company and China Import/Export Bank (the “Lenders”). Pursuant to the Agreements, the Lenders agreed to provide an aggregate of RMB 400.0 million, or $62.8 million based on the currency exchange rate between RMB and U.S. Dollar on the Effective Date, of financing to the JV Company (the “Lease Financing”). In exchange for the Lease Financing, the JV Company agreed to transfer title of its assembly and testing equipment to the Lenders, and the Lenders leased such equipment to the JV Company under a five-year lease arrangement, pursuant to which the JV Company makes quarterly lease payments to the Lenders consisting of principal and interest based on a repayment schedule mutually agreed by the parties. The interest under the Lease Financing is accrued based on the China Base Rate multiplied by 1.15, or 5.4625% on the Effective Date. Under the Agreements, at the end of the five-year lease term, the Lenders agree to sell such equipment back to the JV Company for a nominal amount (RMB 1). The JV Company’s obligations under the Lease Financing are secured by the land and building owned by the JV Company (the “Collateral”). The proceeds from the Lease Financing were used primarily for the acquisition and installation of the 12-inch fabrication equipment and other expenses of the JV Company relating to the completion of the fabrication facility located in Chongqing. The Agreements contain customary representation, warranties and covenants, including restrictions on the transfer of the Collateral. The Agreements also contain customary events of default, including but not limited to, failure to make payments and breach of material terms under the Agreements. The Agreements include certain customary closing conditions, including the payment of deposit by the JV Company. On June 28, 2020, the parties entered into a modification to this agreement, pursuant to which the interest rate was changed to be the five-year loan prime rate in China plus 0.8125%, or 5.4625%. Other terms of this agreement remain the same. As of December 1, 2021, the outstanding balance of the Lease Financing of 163.0 million RMB (equivalent of $25.5 million based on the currency exchange rate as of December 1, 2021) was recorded under short-term and long-term finance lease liabilities on balance sheets. On December 2, 2021, the JV Company was deconsolidated from the Company, thus the lease financing was no longer on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2021.
Long-term debt
On August 18, 2021, Jireh Semiconductor Incorporated (“Jireh”) entered into a term loan agreement with a financial institution (the "Bank") in an amount up to $45.0 million for the purpose of expanding and upgrading the Company’s fabrication facility located in Oregon. The obligation under the loan agreement is secured by substantially all assets of Jireh and guaranteed by the Company. The agreement has a 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 LIBOR plus the applicable margin based on the outstanding balance of the loan. This agreement contains customary restrictive covenants and includes certain financial covenants that require the Company to maintain. As of December 31, 2021, there was no outstanding balance under the loan.
On April 26, 2020, the JV Company entered into a loan agreement with China Development Bank, Agricultural Bank of China, China Merchants Bank and Chongqing Rural Commercial Bank (collectively, the “Banks”) in the aggregate principal amount of RMB 250 million (approximately $35.7 million based on the currency exchange rate between RMB and U.S. Dollar on April 26, 2020). The obligation under the loan agreement is secured by certain assets of the JV Company. The obligation under the loan agreement is secured by certain assets of the JV Company with a carrying value of $104.1 million as of December 1, 2021. The JV Company is required to make consecutive semi-annual payments of principal until December 8, 2024. Interest payments are due on March 20, June 20, September 20 and December 20 of each year based on the LPR plus 1.3%. The JV Company drew down RMB 250.0 million (approximately $35.3 million based on the currency exchange rate between RMB and U.S. Dollar on June 30, 2020) in April 2020. As of December 1, 2021, the outstanding balance of the loan was $31.3 million. On December 2, 2021, the JV Company was deconsolidated from the Company, thus the loan was no longer on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2021.
In December 2019, the JV Company entered into a loan agreement with China Development Bank in the amount of $24.0 million. The obligation under the loan agreement is secured by certain assets of the JV Company with a carrying value of $104.1 million as of December 1, 2021. The JV Company is required to make consecutive semi-annual payments of principal until December 8, 2024. The interest is accrued based on the LIBOR rate plus 2.8%. The interest is required to be paid on March 21 and September 21 each year. As of December 1, 2021, the outstanding balance of the loan was $16.8 million. On December 2, 2021, the JV Company was deconsolidated from the Company, thus the loan was no longer on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2021.
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
On March 12, 2019, the JV Company entered into a loan agreement with The Export-Import Bank of China in the aggregate principal amount of RMB 200.0 million (approximately $29.8 million based on currency exchange rate between RMB and U.S. Dollar on March 31, 2019). The loan will mature on February 20, 2025. The JV Company drew down RMB 190.0 million and RMB 10.0 million in March 2019 and December 2019, respectively. The interest is accrued based on the China Base Rate multiplied by 1.1, or 5.39%. The loan requires quarterly interest payments. The principal payments are required to be paid every 6 months over the term of loan commencing in October 2019. This loan is secured by the buildings and certain equipment owned by the JV Company with a carrying value of $88.3 million as of December 1, 2021. As a condition of the loan arrangement, 14.0 million RMB (approximately $2.0 million) of cash is held as restricted cash by the JV Company as a compensating balance at the bank until the principal is paid. On June 24, 2020, a modification of this loan was signed, pursuant to which the interest rate was changed to be based on the five-year loan prime rate in China plus 0.74%, or 5.39%. Other terms of this loan remain the same. As of December 1, 2021, the outstanding balance of the loan was 171.0 million RMB (equivalent of $26.7 million based on the currency exchange rate as of December 1, 2021). On December 2, 2021, the JV Company was deconsolidated from the Company, thus the loan was no longer on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2021.
On May 1, 2018, Jireh entered into a loan agreement with the Bank that provided a term loan in the amount of $17.8 million. The obligation under the loan agreement is secured by certain real estate assets of Jireh and guaranteed by the Company. The loan has a five-year term and matures on June 1, 2023. Beginning June 1, 2018, Jireh made consecutive monthly payments of principal and interest to the Bank. The outstanding principal accrues interest at a fixed rate of 5.04% per annum on the basis of a 360-day year. The loan agreement contains customary restrictive covenants and includes certain financial covenants that require the Company to maintain, on a consolidated basis, specified financial ratios. In August 2021, Jireh signed an amendment of this loan with the Bank to modify the financial covenants requirement to align with the new term loan agreement entered into on August 18, 2021 discussed above. The amendment was accounted for as a debt modification and no gain or loss was recognized. The Company was in compliance with these covenants as of December 31, 2021. As of December 31, 2021, the outstanding balance of the term loan was $14.6 million.
On August 15, 2017, Jireh entered into a credit agreement with a financial institution (the “Bank”)the Bank that providesprovided a term loan in an amount up to $30.0 million for the purpose of purchasing certain equipment for ourthe Company’s fabrication facility located in Oregon. The obligation under the credit agreement is secured by substantially all assets of Jireh and guaranteed by the Company. The credit agreement has a five-year term and matures on August 15, 2022. OnIn January 12,2018 and July 2018, Jireh drew down the loan in the amount of $13.2 million.million and $16.7 million, respectively. Beginning of Septemberin October 2018, Jireh is required to pay to the Bank on each payment date, the outstanding principal amount of the loan in monthly installments. The loan accrues interest based on an adjusted London Interbank Offered Rate ("LIBOR")LIBOR as defined in the credit agreement, plus a specified applicable margin in the range of 1.75% to 2.25%, based on the outstanding balance of the loan. The credit agreement contains customary restrictive covenants and includes certain financial covenants that require the Company to maintain, on a consolidated basis, specified financial ratios and fixed charge coverage ratio. In August 2021, Jireh signed an amendment of this loan with the Bank to modify the financial covenants requirement to align with the new term loan agreement entered into on August 18, 2021 discussed above. The amendment was accounted for as a debt modification and no gain or loss was recognized. The Company was in compliance with these covenants as of December 31, 2021. As of December 31, 2017,2021, the Company recorded approximately $0.1 millionoutstanding balance of transaction costs.the term loan was $5.6 million.
Maturities of short-term debt and long-term debt were as follows (in thousands):
| | | | | | | | | | | | | | | | | |
Year ending June 30, | | | | | |
2022 (Remaining) | | | | | $ | 4,170 | |
2023 | | | | | 18,540 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Total principal | | | | | 22,710 | |
Less: debt issuance costs | | | | | (43) | |
Total principal, less debt issuance costs | | | | | $ | 22,667 | |
| | | | | |
| Short-term Debt | | Long-term Debt | | Total |
Principal amount | $ | 8,989 | | | $ | 13,721 | | | $ | 22,710 | |
Less: debt issuance costs | (29) | | | (14) | | | (43) | |
Total debt, less debt issuance costs | $ | 8,960 | | | $ | 13,707 | | | $ | 22,667 | |
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
8. Leases
6. Joint Venture
On March 29, 2016,The Company evaluates contracts for lease accounting at contract inception and assesses lease classification at the lease commencement date. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities and operating lease liabilities - long-term on the Company's Condensed Consolidated Balance Sheets. Finance leases are included in property, plant and equipment, finance lease liabilities and finance lease liabilities-long-term on the Condensed Consolidated Balance Sheets. The Company recognizes a ROU asset and corresponding lease obligation liability at the lease commencement date where the lease obligation liability is measured at the present value of the minimum lease payments. As most of the leases do not provide an implicit rate, the Company entered intouses its incremental borrowing rate at lease commencement. The Company uses an interest rate commensurate with the interest rate to borrow on a joint venture contract (the “JV Agreement”)collateralized basis over a similar term with two investment funds owned byan amount equal to the Municipality of Chongqing (the “Chongqing Funds”), pursuantlease payments. Operating leases are primarily related to whichoffices, research and development facilities, sales and marketing facilities, and manufacturing facilities. In addition, long-term supply agreements to lease gas tank equipment and purchase industrial gases are accounted for as operating leases. Lease agreements frequently include renewal provisions and require the Company to pay real estate taxes, insurance and maintenance costs. For operating leases, the amortization of the ROU asset and the Chongqing Funds formedaccretion of its lease obligation liability result in a joint venture, (the “JV Company”), forsingle straight-line expense recognized over the purposelease term. The finance lease is related to the RMB 400.0 million 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”). The total initial capitalizationlease financing of the JV Company is $330.0 million (the “Initial Capitalization”), which includes cash contribution from the Chongqing Fundswith YinHai Leasing Company and contributionsThe Export-Import Bank of cash, equipment and intangible assets from the Company. The Initial Capitalization is expected to be completed in stages.China. See Note 7 - Bank Borrowings for details. The Company owns 51%,does not record leases on the Condensed Consolidated Balance Sheets with a term of one year or less.
The Company’s unaudited Condensed Consolidated Statements of Operations for the three and the Chongqing Funds own 49%, of the equity interest in the JV Company. If both parties agree that the termination of the JV Company is in the best interest of each party or the JV Company is bankrupt or insolvent where either party may terminate early, after paying the debts of the JV Company, the remaining assets of the JV Company shall be paid to the Chongqing Funds to cover the principal of its total paid-in contributions plus interest at 10% simple annual rate prior to distributing the balance ofsix months ended December 31, 2021 include the JV Company's assets toresults for the Company. The Company expectsperiod through December 1, 2021, the day immediately preceding the deconsolidation. For the three and six months ended December 31, 2020, AOS's unaudited consolidated results include the JV Company to commence initial production in mid-calendar year 2018.
There is no private land ownership in China. Individuals and companies are permitted to acquire land use rightsCompany's results for specific purpose. In September 2016, the JV Company paid approximately $8.7 million for land use rights to build the manufacturing facility. In March 2017, the JV Company received the necessary land use right certificate from the PRC government.full periods presented. The land use rights will expire on November 30, 2066.
As partcomponents of the JV Transaction,Company’s operating and finance lease expenses are as follows for the JV Company entered into an Engineering, Procurement and Construction Contract (the “EPC Contract”) with The IT Electronics Eleventh Design & Research Institute Scientific and Technological Engineering Corporation Limited (the “Contractor”), effective as of January 10, 2017 (the "Effective Date"), pursuant which the Contractor was engaged to construct the manufacturing facility contemplated under the JV Agreement. Under the EPC Contract, the Contractor’s obligations include, but are not limited to: (i) the development of conceptual design, initial design, construction drawing design and optimization, and submission of such designs to the JV Company for examination and confirmation; and (ii) the construction of the assembly and wafer fabrication facilities and related procurement services, including the selection and engagement of subcontractors, in accordance with a construction schedule agreed upon by the parties. The total price payable under the EPC Contract is Chinese Renminbi (RMB) 540.0 million, or approximately $78.0 million based on the currency exchange rate between RMB and U.S. Dollars on the Effective Date, which consists of $2.8 million (RMB 19.5 million) of design fees (“Design Fees”) and $75.2 million (RMB 520.5 million) of construction and procurement fees (including compliance with safety and aesthetic requirements) (“Construction Fees”). The payment is subject to volatility as a result of exposure to fluctuations in RMB foreign exchange rates. The Design Fees and Construction Fees are paid by the JV Company pursuant to a payment schedule based on the progress of the construction and the achievements of specified milestones. As of December 31, 2017, the JV Company paid approximately $37.0 million (RMB 243.8 million), and expects to pay the remaining of $44.9 million (RMB 296.2 million) in calendar year 2018.periods presented (in thousands):
| | | | | | | | | | | |
| Six Months Ended December 31, |
| 2021 | | 2020 |
Operating leases: | | | |
Fixed rent expense | $ | 3,476 | | | $ | 3,407 | |
Variable rent expense | 615 | | | 419 | |
Finance lease: | | | |
Amortization of equipment | 772 | | | 1,149 | |
Interest | 681 | | | 1,187 | |
Short-term leases | | | |
Short-term lease expenses | 106 | | | 107 | |
Total lease expenses | $ | 5,650 | | | $ | 6,269 | |
| | | |
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Supplemental balance sheets information related to the Company’s operating and finance leases is as follows (in thousands, except lease term and discount rate):
The changes in total stockholders' equity
| | | | | | | | | | | |
| December 31, 2021 | | June 30, 2021 |
Operating Leases: | | | |
ROU assets associated with operating leases | $ | 22,263 | | | $ | 34,660 | |
Finance Lease: | | | |
Property, plant and equipment, gross | $ | 115,564 | | | $ | 114,404 | |
Accumulated depreciation | (98,038) | | | (96,470) | |
Property, plant and equipment, net | $ | 17,526 | | | $ | 17,934 | |
| | | |
Weighted average remaining lease term (in years) | | | |
Operating leases | 6.71 | | 8.44 |
Finance lease | 0.00 | | 1.72 |
| | | |
Weighted average discount rate | | | |
Operating leases | 4.23 | % | | 4.67 | % |
Finance lease | — | % | | 5.46 | % |
226
Supplemental cash flow information related to the Company’s operating and noncontrolling interest werefinance lease is as follows (in thousands):
| | | | | | | | | | | |
| Six Months Ended December 31, |
| 2021 | | 2020 |
Cash paid from amounts included in the measurement of lease liabilities: | | | |
Operating cash flows from operating leases | $ | 3,516 | | | $ | 3,341 | |
Operating cash flows from finance lease | $ | 410 | | | $ | 1,187 | |
Financing cash flows from finance lease | $ | 4,176 | | | $ | 8,119 | |
| | | |
Non-cash investing and financing information: | | | |
Operating lease right-of-use assets obtained in exchange for lease obligations | $ | 1,903 | | | $ | 2,824 | |
| | | |
| | | |
Future minimum lease payments are as follows as of December 31, 2021 (in thousands):
| | | | | | | | | |
Year ending June 30, | Operating Leases | | |
The remainder of fiscal 2022 | $ | 2,990 | | | |
2023 | 4,978 | | | |
2024 | 3,709 | | | |
2025 | 2,828 | | | |
2026 | 2,780 | | | |
Thereafter | 10,296 | | | |
Total minimum lease payments | 27,581 | | | |
Less amount representing interest | (3,858) | | | |
Total lease liabilities | $ | 23,723 | | | |
|
| | | | | | | | | | | | |
| | Total AOS Stockholders' Equity | | Noncontrolling Interest | | Total Equity |
Balance, June 30, 2017 | | $ | 270,770 |
| | $ | 27,779 |
| | $ | 298,549 |
|
Exercise of common stock options and release of RSUs | | 827 |
| | — |
| | 827 |
|
Reissuance of treasury stock upon exercise of common stock options and release of RSUs | | (61 | ) | | — |
| | (61 | ) |
Withholding tax on restricted stock units | | (249 | ) | | — |
| | (249 | ) |
Issuance of shares under ESPP | | 1,439 |
| | — |
| | 1,439 |
|
Repurchase of common shares under shares repurchase program | | (6,022 | ) | | — |
| | (6,022 | ) |
Stock-based compensation expense | | 4,546 |
| | — |
| | 4,546 |
|
Net income (loss) | | 11,591 |
| | (3,130 | ) | | 8,461 |
|
Deferred tax asset related to ASU 2016-16 adoption | | (5,480 | ) | | — |
| | (5,480 | ) |
Cumulative translation adjustment | | 2,149 |
| | 1,899 |
| | 4,048 |
|
Contributions from noncontrolling interest | | — |
| | 86,994 |
| | 86,994 |
|
Balance, December 31, 2017 | | $ | 279,510 |
| | $ | 113,542 |
| | $ | 393,052 |
|
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
7.9. Shareholders' Equity and Share-based Compensation
Share Repurchase
In September 2017, the Board of Directors terminated the repurchase program that was previously approved in 2015 and approved a new repurchase program (the “Repurchase Program”), which allows that allowed the Company to repurchase its common shares from the open market pursuant to a pre-established Rule 10b5-1 trading plan or through privately negotiated transactions up to an aggregate of $30.0 million. The amount and timing of any repurchases under the Repurchase Program depend on a number of factors, including but not limited to, the trading price, volume and availability of the Company'sCompany’s common shares. Shares repurchased under this program are accounted for as treasury shares and the total cost of shares repurchased is recorded as a reduction of shareholders' equity. From time to time, treasury shares may be reissued as part of the Company’s share-based compensation programs. Gains on re-issuance of treasury stock are credited to additional paid-in capital; losses are charged to additional paid-in capital to offset the net gains, if any, from previous sales or re-issuance of treasury stock. Any remaining balance of the losses is charged to retained earnings.
During the six months ended December 31, 2017,2021, the Company did not repurchase any shares pursuant to the Repurchase Program. Since the inception of the program, the Company repurchased an aggregate of 346,6216,784,648 shares from the open market, for a total cost of $6.0$67.3 million, at an average price of $17.34 per share. Since the inception of the prior repurchase program in 2010, the Company repurchased an aggregate of 6,069,714 shares from the open market including shares purchased in a dutch tender offer for a total cost of $56.8 million, at an average price of $9.35$9.92 per share, excluding fees and related expenses. No repurchased shares have been retired. Of the 6,069,7146,784,648 repurchased shares, 122,154161,895 shares with a weighted average repurchase price of $10.70$10.12 per share, were reissued at an average price of $6.06$5.16 per share pursuant to option exercises and vested restricted share units.units (“RSU”). As of December 31, 2017,2021, approximately $24.0$13.4 million remained available under the Repurchase Program.
Time-based Restricted Stock Units (“TRSU”)
The following table summarizes the Company's TRSU activities for the six months ended December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of Restricted Stock Units | | Weighted Average Grant Date Fair Value Per Share | | Weighted Average Remaining Contractual Term (Years) | | Aggregate Intrinsic Value |
Nonvested at June 30, 2021 | 1,053,524 | | | $ | 21.60 | | | 1.73 | | $ | 32,016,594 | |
Granted | 117,095 | | | $ | 36.06 | | | | | |
Vested | (71,284) | | | $ | 21.04 | | | | | |
Forfeited | (41,376) | | | $ | 22.12 | | | | | |
Nonvested at December 31, 2021 | 1,057,959 | | | $ | 23.21 | | | 1.36 | | $ | 64,069,997 | |
| | | | | | | |
Market-based Restricted Stock Units (“MSU”)
In December 2021, the Company granted 1.0 million market-based restricted stock units ("MSUs") to its certain personnel. The number of shares to be earned at the end of performance period is determined based on the Company’s achievement of specified stock prices and revenue thresholds during the performance period from January 1, 2022 to December 31, 2024 as well as the recipients remaining in continuous service with the Company through such period. The MSU vests in four equal annual installments after the end of performance period. The Company estimated the grant date fair values of its MSU with derived service periods of 4.1 to 7.1 years using a Monte-Carlo simulation model with the following assumptions: Risk-free interest rate of 1.0%, expected term of 3.1 years, expected volatility of 62.8% and dividend yield of 0% . The Company recorded approximately $0.5 million of expenses for these MSUs during the three and six months ended December 31, 2021.
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 approximately $0.4 million and
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
$0.8 million of expenses for MSUs during the three and six months ended December 31, 2021, respectively, and approximately $0.4 million and $0.6 million during the three and the six months ended December 31, 2020, respectively.
Performance-based Restricted Stock Units (“PRSUs”)
In March 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 $2.0 million of expense for these PRSUs during the three and six months ended December 31, 2021, respectively and approximately $0.4 million and $0.8 million during the three and six months ended December 31, 2020.
During the three months ended June 30, 2019, the Company announced an incentive program. Under this program, each participant’s award is denominated in stock and subject to achievement of certain objective goals within certain timelines. In June 2020, the Company believed it was most likely that predetermined goal measures would be met. Therefore, the Company reported such expenses in the other current liabilities line on the Condensed Consolidated Balance Sheets as the amount of bonus is to be settled in variable number of RSU’s at the completion of the objective goals. Such non-cash compensation expense was recorded as part of share-based compensation expense in the Condensed Consolidated Statements of Operations. As of December 31, 2021 and June 30, 2021, the Company recorded nil and $0.1 million such expenses in the other current liabilities, respectively. The Company recorded $0.2 million and $0.3 million such non-cash compensation expense during the three and six months ended December 31, 2021, respectively, and $0.8 million and $1.4 million during the three and six months ended December 31, 2020, respectively. As of December 31, 2021, the Company granted RSUs valued at $4.0 million to participants, which were fully vested due to achievement of certain objective measures.
The following table summarizes the Company’s PRSUs activities for the six months ended December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| 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, 2021 | 353,824 | | | $ | 22.69 | | | 1.74 | | $ | 10,752,711 | |
| | | | | | | |
Vested | (750) | | | $ | 16.22 | | | | | |
Forfeited | (1,000) | | | $ | 16.22 | | | | | |
Nonvested at December 31, 2021 | 352,074 | | | $ | 22.72 | | | 1.24 | | $ | 21,321,601 | |
| | | | | | | |
Stock Options
The Company did not grant any stock options during the six months ended December 31, 2017.2021 and 2020. The number of options expected to vest isfollowing table summarizes the result of applyingCompany's stock option activities for the pre-vesting forfeiture rate assumption to total outstanding options.six months ended December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Weighted | | |
| | | Weighted | | | | Average | | |
| | | Average | | | | Remaining | | |
| Number of | | Exercise Price | | | | Contractual | | Aggregate |
| Shares | | Per Share | | | | Term (in years) | | Intrinsic Value |
Outstanding at June 30, 2021 | 487,875 | | | $ | 7.99 | | | | | 2.32 | | $ | 10,928,653 | |
| | | | | | | | | |
Exercised | (36,600) | | | $ | 8.21 | | | | | | | |
| | | | | | | | | |
Outstanding at December 31, 2021 | 451,275 | | | $ | 7.97 | | | | | 1.81 | | $ | 23,731,985 | |
Options vested and expected to vest | 451,275 | | | $ | 7.97 | | | | | 1.81 | | $ | 23,731,985 | |
Exercisable at December 31, 2021 | 451,275 | | | $ | 7.97 | | | | | 1.81 | | $ | 23,731,985 | |
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table summarizes the Company's stock option activities for the six months ended December 31, 2017: |
| | | | | | | | | | | | |
| | | | | Weighted | | |
| | | Weighted | | Average | | |
| | | Average | | Remaining | | |
| Number of | | Exercise Price | | Contractual | | Aggregate |
| Shares | | Per Share | | Term (in years) | | Intrinsic Value |
Outstanding at June 30, 2017 | 1,053,367 |
| | $ | 10.98 |
| | 4.43 | | $ | 6,212,660 |
|
Granted | — |
| | $ | — |
| | | | |
Exercised | (64,521 | ) | | $ | 11.85 |
| | | | $ | 344,085 |
|
Canceled or forfeited | — |
| | $ | — |
| | | | |
Outstanding at December 31, 2017 | 988,846 |
| | $ | 10.92 |
| | 4.17 | | $ | 5,646,519 |
|
Options vested and expected to vest | 988,473 |
| | $ | 10.92 |
| | 4.16 | | $ | 5,643,340 |
|
Exercisable at December 31, 2017 | 953,428 |
| | $ | 11.04 |
| | 4.09 | | $ | 5,337,845 |
|
Restricted Stock Units ("RSU")
The following table summarizes the Company's RSU activities for the six months ended December 31, 2017:
|
| | | | | | | | | | | | |
| Number of Restricted Stock Units | | Weighted Average Grant Date Fair Value Per Share | | Weighted Average Remaining Recognition Period (Years) | | Aggregate Intrinsic Value |
Nonvested at June 30, 2017 | 1,144,865 |
| | $ | 14.11 |
| | 1.76 | | $ | 19,084,900 |
|
Granted | 93,907 |
| | $ | 17.25 |
| | | | |
Vested | (64,312 | ) | | $ | 14.20 |
| | | | |
Forfeited | (17,900 | ) | | $ | 14.03 |
| | | | |
Nonvested at December 31, 2017 | 1,156,560 |
| | $ | 14.36 |
| | 1.36 | | $ | 18,921,322 |
|
RSUs vested and expected to vest | 1,050,575 |
| | | | 1.28 | | $ | 17,187,413 |
|
The fair value of RSU is based on the market price of the Company's share on the date of grant.
In March 2017, the Company granted 170,000 performance-based RSUs (“PRSUs”) to its key personnel. The number shares to be issued under the PRSU will be determined based on the level of attainment of predetermined financial goals. The PRSU will vest in four equal annual installments from March 15, 2018 if certain predetermined financial goals were met. The Company recorded approximately $0.5 million and $0.7 million of expenses for these PRSUs during the three and six months ended December 31, 2017.
The Board previously approved the incentive cash bonus plan (the “Plan”) for the calendar year commencing January 1, 2017 pursuant to which each executive officer of the Company who continues in service through the end of the calendar year will be eligible to receive an incentive award, payable solely in cash, based on the level of attainment of certain specified Company performance goals. On November 15, 2017, the Board approved an amendment to the Plan that permits the Company to pay up to 50% of such incentive awards in common shares of the Company. The Company recorded $1.5 million of such RSUs expenses in the three months ended December 31, 2017. The expenses are reported in the accrued liabilities line in the condensed consolidated balance sheet as the total amount of bonus is to be settled in variable number of shares. Such non-cash compensation expenses are recorded as part of stock-based compensation expense in the condensed consolidated statements of operations.
Employee Share Purchase Plan ("ESPP"(“ESPP”)
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The assumptions used to estimate the fair values of common shares issued under the ESPP were as follows: | | | | | | | |
| |
| |
| Six Months EndedEnd December 31, |
| 20172021 | | |
Volatility rate | 45.32%66.4% | | |
Risk-free interest rate | 1.4% - 1.7%0.3% | | |
Expected term | 1.3 years | | |
Dividend yield | 0% | | |
Share-based Compensation Expense
The total share-based compensation expense related to stock options, RSUs and ESPP described above, recognized in the condensed consolidated statementsCondensed Consolidated Statements of operationsOperations for the periods presented was as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2021 | | 2020 | | 2021 | | 2020 |
| (in thousands) | | (in thousands) |
Cost of goods sold | $ | 1,709 | | | $ | 383 | | | $ | 2,278 | | | $ | 768 | |
Research and development | 1,912 | | | 1,243 | | | 2,955 | | | 2,323 | |
Selling, general and administrative | 4,926 | | | 1,598 | | | 7,949 | | | 3,009 | |
| $ | 8,547 | | | $ | 3,224 | | | $ | 13,182 | | | $ | 6,100 | |
|
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2017 | | 2016 | | 2017 | | 2016 |
| (in thousands) | | (in thousands) |
Cost of goods sold | $ | 415 |
| | $ | 205 |
| | $ | 731 |
| | $ | 400 |
|
Research and development | 617 |
| | 383 |
| | 979 |
| | 743 |
|
Selling, general and administrative | 2,977 |
| | 966 |
| | 4,307 |
| | 1,727 |
|
| $ | 4,009 |
| | $ | 1,554 |
| | $ | 6,017 |
| | $ | 2,870 |
|
As of December 31, 2017,2021, total unrecognized compensation cost under the Company's equity plans was $9.7was $65.3 million, which is expected to be recognized over a weighted-average period of 1.24.1 years.
8. 10. Income Taxes
For the three months ended December 31, 2017, the Company recognized income tax benefit of approximately $2.1 million, which included a discrete tax benefit of $2.7 million related to re-measuring the Company’s U.S. deferred tax assets and liabilities following enactment of the 2017 U.S. Tax Cut and Jobs Act in December 2017. For the three months ended December 31, 2016, the
The Company recognized income tax expense of approximately $1.1 million.$34.1 million and $0.7 million for the three months ended December 31, 2021 and 2020, respectively. The income tax expense of $34.1 million for the three months ended December 31, 2021 included a $32.8 million discrete tax expense related to the Company’s $391.5 million of income from the sale of equity interest in a joint venture and the related deconsolidation gain as the Company switches from the consolidation method of accounting to the equity method of accounting related to this investment and no longer asserts permanent reinvestment related to the Company’s investment in the joint venture. The income tax expense of $0.7 million for the three months ended December 31, 2020 included a $0.01 million discrete tax expense. Excluding the discrete income tax items ($391.5 million of income from the estimatedsale of equity interest in a joint venture and the related deconsolidation gain as well as other items), the effective tax rate for the three months ended December 31, 20172021 and 2020 was 31.4% compared to 39.1%4.7% and 5.0%, respectively. The changes in the tax expense and effective tax rate between the periods resulted primarily from the Company reporting pretax book income of $419.1 million ($27.6 million of pretax book income excluding the $391.5 million of income from the sale of equity interest in a joint venture and the related deconsolidation gain) for the three months ended December 31, 2016. The changes in2021 as compared to a pretax book income of $13.2 million for the effective tax rate and tax expense between the periods resulted primarily from the reduction in the U.S. corporate tax rate following the enactment of the 2017 U.S. Tax Cut and Jobs Act along with changes in the mix of earnings in various geographic jurisdictions between the current year and the same period of last year.
For the sixthree months ended December 31, 2017, the Company recognized an income tax benefit of approximately $0.8 million, which included a discrete tax benefit of $2.7 million related to remeasuring the Company’s U.S. deferred tax assets and liabilities following enactment of the 2017 U.S. Tax Cut and Jobs Act in December 2017. For the six months ended December 31, 2016, the2020.
The Company recognized income tax expense of approximately $2.3 million.$35.4 million and $1.7 million for the six months ended December 31, 2021 and 2020, respectively. The income tax expense of $35.4 million for the six months ended December 31, 2021 included a $32.8 million discrete tax expense related to the Company’s $391.5 million of income from the sale of equity interest in a joint venture and the related deconsolidation gain as the Company switches from the consolidation method of accounting to the equity method of accounting related to this investment and no longer asserts permanent reinvestment related to the Company’s investment in the joint venture as well as $0.1 million of other discrete income tax items. The income tax expense of $1.7 million for the six months ended December 31, 2020 included a $0.02 million discrete tax benefit. Excluding the discrete income tax items ($391.5 million of income from the estimatedsale of equity interest in a joint venture and the related deconsolidation gain as well as other discrete items), the effective tax rate for the six months ended December 31, 20172021 and 2020 was 24.0% compared to 35.6% for the six months ended December 31, 2016.5.0% and 7.4%, respectively. The changes in the tax expense and effective tax rate and tax expense between the periods resulted primarily from the reduction in the U.S. corporate tax rate following the enactmentCompany reporting pretax book income of the 2017 U.S. Tax Cut and Jobs Act along with changes in the mix of earnings in various geographic jurisdictions between the current year and the same period of last year.
During the quarter ended September 30, 2016, the Company contributed certain packaging equipment as required by the JV Agreement by transferring the legal titles of such equipment to the JV Company. As a result of the transfer, the Company reduced its deferred tax assets by $6.6$441.9 million and recorded a $6.6 million in prepaid tax asset, which was amortized to tax expense over the useful life of the assets. As of June 30, 2017, the prepaid tax asset was amortized down to $5.5($50.4 million of which $1.1pretax book income excluding the $391.5 million and $4.4 million were included in prepaid and other current assets and other long-term assets onof income from the Company's balance sheet, respectively. On July 1, 2017, the Company adopted ASU 2016-16, Intra-Entity Transferssale of Assets other than Inventory, which resultedequity interest in a de-recognition of a prepaid tax asset of $5.5 million related to the prior period intra-
joint
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
venture and the related deconsolidation gain) for the six months ended December 31, 2021 as compared to a pretax book income of $23.0 million for the six months ended December 31, 2020.
entity asset transfer with the JV Company, with an offsetting reduction to retained earnings. Because the JV Company has a full valuation allowance, there was no change to the Company’s net deferred tax assets.
The Company files its income tax returns in the United States and in various foreign jurisdictions. The tax years 20022001 to 20172021 remain open to examination by U.S. federal and state tax authorities. The tax years 20102013 to 20172021 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, 2017,2021, the gross amount of unrecognized tax benefits was approximately $6.8$7.7 million, of which $4.1$4.8 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.months.
“U.S. Consolidated Appropriations Act, 2021” (“CAA 2021”), Enacted December 27, 2020
On December 27, 2020, the United States enacted the Consolidated Appropriations Act, 2021, which made changes to existing U.S. tax laws. There was no material impact of the tax law changes included in the Consolidated Appropriations Act, 2021 to the Company.
“The American Rescue Plan Act of 2021”, Enacted March 11, 2021
On March 11, 2021, the United States enacted the American Rescue Plan Act of 2021, which made changes to existing U.S. tax laws. There was no material impact of the tax law changes included in the American Rescue Plan Act of 2021 to the Company.
On July 27, 2015, in Altera Corp. v. Commissioner,, the U.S. Tax Court issued an opinion related to the treatment of share-basedstock-based compensation expense in an intercompany cost-sharing arrangement. A final decision has yet to be issued byIn the July 2015 ruling, the Tax Court dueconcluded that the sharing of the cost of employee stock compensation in a company’s cost-sharing arrangement was invalid under the U.S. Administrative Procedures Act. In June 2019, a panel of the Ninth Circuit of the U.S. Court of Appeals reversed this decision. In July 2019, Altera petitioned U.S. Court of Appeals for the Ninth Circuit to other outstanding issues relatedhold an en banc rehearing of the case. The petition was subsequently denied by the Ninth Circuit. Altera appealed the case to the case. At this time,U.S. Supreme Court in February 2020, but the U.S. DepartmentSupreme Court declined to hear the case in June 2020, leaving intact the U.S. Court of Appeals for the Treasury has not withdrawn the requirement to include share-based compensation from its regulations. Due to the uncertainty surrounding the status of the current regulations, questions related to the scope of potential benefits, and the risk of the Tax Court’s decision being overturned upon appeal, the CompanyNinth Circuit’s decision. AOS has not recorded any benefit as ofrelated to the Altera Corporation Tax Court decision in any period through December 31, 2017.2021. The Company will continue to monitor ongoing developments and potential impactsimpact to its financial statements.
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, one1 operating segment: the design, development and supply of power semiconductor products for computing, consumer electronics, communication and industrial applications. The chief operating decision-maker is the Chief Executive Officer. The financial information presented to the Company'sCompany’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 one1 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'sCompany’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.
The revenue by geographical location in the following tables is based on the country or region toin which the products were shipped to:
| | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | | Six Months Ended December 31, |
| 2021 | | 2020 | | | 2021 | | 2020 |
| (in thousands) | | | (in thousands) |
Hong Kong | $ | 159,189 | | | $ | 132,204 | | | | $ | 307,844 | | | $ | 257,712 | |
China | 27,235 | | | 22,877 | | | | 60,075 | | | 46,140 | |
South Korea | 3,263 | | | 2,422 | | | | 6,117 | | | 3,596 | |
United States | 3,165 | | | 1,139 | | | | 5,470 | | | 2,595 | |
Other countries | 467 | | | 188 | | | | 848 | | | 338 | |
| $ | 193,319 | | | $ | 158,830 | | | | $ | 380,354 | | | $ | 310,381 | |
|
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2017 | | 2016 | | 2017 | | 2016 |
| (in thousands) | | (in thousands) |
Hong Kong | $ | 82,440 |
| | $ | 78,253 |
| | $ | 167,670 |
| | $ | 161,088 |
|
China | 19,153 |
| | 14,383 |
| | 36,273 |
| | 26,825 |
|
South Korea | 301 |
| | 393 |
| | 588 |
| | 759 |
|
United States | 1,314 |
| | 798 |
| | 2,692 |
| | 1,692 |
|
Other Countries | 688 |
| | 860 |
| | 1,531 |
| | 1,685 |
|
| $ | 103,896 |
| | $ | 94,687 |
| | $ | 208,754 |
| | $ | 192,049 |
|
During the three months ended December 31, 2021, the Company corrected an immaterial error to reduce revenues in Hong Kong by $2.3 million, and to increase the revenues in South Korea by $2.3 million for the three months ended December 31, 2020. During the six months ended December 31, 2021, the Company corrected an immaterial error to reduce revenues in Hong Kong by $3.4 million, as well as to increase the revenues in China and South Korea by $0.1 million and $3.3 million, respectively, for the six months ended December 31, 2020.
The following is a summary of revenue by product type:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2021 | | 2020 | | 2021 | | 2020 |
| (in thousands) | | (in thousands) |
Power discrete | $ | 134,975 | | | $ | 118,500 | | | $ | 265,663 | | | $ | 232,872 | |
Power IC | 55,093 | | | 37,381 | | | 107,423 | | | 71,839 | |
Packaging and testing services | 3,251 | | | 2,949 | | | 7,268 | | | 5,670 | |
| $ | 193,319 | | | $ | 158,830 | | | $ | 380,354 | | | $ | 310,381 | |
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following is a summary of revenue by product type:
|
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2017 | | 2016 | | 2017 | | 2016 |
| (in thousands) | | (in thousands) |
Power discrete | $ | 85,094 |
| | $ | 69,822 |
| | $ | 168,772 |
| | $ | 141,250 |
|
Power IC | 15,758 |
| | 21,859 |
| | 33,855 |
| | 44,857 |
|
Packaging and testing services | 3,044 |
| | 3,006 |
| | 6,127 |
| | 5,942 |
|
| $ | 103,896 |
| | $ | 94,687 |
| | $ | 208,754 |
| | $ | 192,049 |
|
Long-lived assets, net consisting of property, plant and equipment and land use rights, net, as well as operating lease right-of-use assets, net by geographical area are as follows:
| | | | | | | | | | | |
| December 31, 2021 | | June 30, 2021 |
| (in thousands) |
China | $ | 84,602 | | | $ | 350,387 | |
United States | 130,352 | | | 118,756 | |
Other countries | 4,052 | | | 2,494 | |
| $ | 219,006 | | | $ | 471,637 | |
|
| | | | | | | |
| December 31, 2017 | | June 30, 2017 |
| (in thousands) |
China | $ | 123,885 |
| | $ | 85,691 |
|
United States | 68,701 |
| | 61,787 |
|
Other Countries | 667 |
| | 713 |
|
| $ | 193,253 |
| | $ | 148,191 |
|
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
10.12. Commitments and Contingencies
Purchase Commitments
As of December 31, 20172021 and June 30, 2017,2021, the Company had approximately $34.7$92.3 million and $25.7$81.8 million, respectively, of outstanding purchase commitments primarily for purchases of semiconductor raw materials, wafers, spare parts, and packaging and testing services and others.
As of December 31, 2021 and June 30, 2021, the Company had approximately $128.7$119.6 million and $69.2$90.0 million, respectively, of capital commitments for the purchase of property and equipment and EPC construction.equipment.
Other Commitments
See Note 4, Note 57 and Note 68 of the Notes to the Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q for descriptions of commitments including STMicro license, debtbank borrowings and Joint Venture.leases.
Contingencies and Indemnities
The Company is currently not a party to any pending material legal proceedings. 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 is cooperating fully with federal authorities in the investigation, including responding to requests for documents, information and interviews from DOJ in connection with the investigation. The Company has maintained an export control compliance program and has been committed to comply fully with all applicable laws and regulations. In connection with this investigation, DOC requested the Company to suspend shipments of its products to Huawei, and the Company complied with such request, and the Company has not shipped any product to Huawei after December 31, 2019. The Company is currently working with DOC to resolve this issue. Given the case is in still ongoing and neither DOJ nor DOC have provided the Company with any clear indication of the timing and schedule for the investigation, the Company cannot estimate the reasonably possible loss or range of loss that may occur. Also, the Company is unable to predict the duration, scope, result or related costs of the investigation, although the Company expects to incur additional professional fees as a result of this matter. In addition, the Company is unable to predict what, if any, further action that may be taken by the government in connection with the investigation, or what, if any, penalties, sanctions or remedial actions may be sought.
On March 19, 2020, Darryl Gray, a stockholder of the Company (the “Plaintiff”), filed a putative class action complaint in the United States District Court for the Southern District of New York (the “Gray Action”), alleging that the Company and its management members made material misstatements or omissions regarding the Company’s business and operations, including its export control practices relating to business transactions with Huawei and its affiliate. The Gray Action asserts claims under Section 10(b) of the Exchange Act against the Company, its Chief Executive Officer and Chief Financial Officer (collectively, the “Defendants”), as well as claims under Section 20(a) of the Exchange Act against the Chief Executive Officer and Chief
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Financial Officer. Among other remedies, the Gray Action seeks to recover compensatory and other damages as well as attorney’s fees and costs.
On May 18, 2020, Plaintiff moved for an order appointing him as Lead Plaintiff pursuant to Section 21D of the Exchange Act and approving Glancy Prongay & Murray LLP as Lead Counsel for the putative class (the “Motion”). On July 1, 2020, the Court entered an order granting the Motion and requiring that: (i) Lead Plaintiff file an amended complaint or designate the current complaint as operative within sixty days; (ii) Defendants answer the complaint or otherwise move within sixty days of such filing or designation; (iii) Lead Plaintiff file an opposition, if any, within forty-five days; and (iv) Defendants file a reply, if any, forty-five days thereafter. On August 28, 2020, Plaintiff filed an amended complaint asserting the same claims against the Defendants, and adding the Company’s Executive Vice President of Product Line as a defendant on both claims. On October 27, 2020, the Defendants moved to dismiss the action in its entirety. Plaintiff filed his opposition on December 11, 2020 and Defendants filed their reply brief on January 25, 2021. On September 27, 2021, the Court entered an opinion and order granting Defendants’ motion and dismissing the amended complaint in its entirety. In so doing, the Court found, among other things, that Plaintiff failed adequately to allege that any of AOS’s indirect sales to Huawei were illegal, and therefore none of the Company’s statements regarding its positive performance or its efforts to contend with a difficult geopolitical climate and trade tensions could plausibly be seen as “inaccurate, incomplete, or misleading.” The Court’s order allowed Plaintiff an opportunity to file a second amended complaint by October 27, 2021, attempting to cure the various deficiencies, barring which the matter would be dismissed with prejudice. As of that date, however, no such filing was made and the Joint Stipulation and Order of Dismissal was entered on November 9, 2021, dismissing the case with prejudice and directing the Clerk of Court to close the case.
The Company is a party to a variety of agreements that it has contracted with various third parties. Pursuant to these agreements, the Company may be obligated to indemnify another party to such an agreement with respect to certain matters. Typically, these obligations arise in the context of contracts entered into by the Company, under which the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations and covenants related to such matters as title to assets sold, certain intellectual property rights, specified environmental matters and certain income taxes. In these circumstances, payment by the Company is customarily conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, which procedures typically allow the Company to challenge the other party's claim. Further, the Company's obligations under these agreements may be limited in time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments made by it under these agreements. The Company has not historically paid or recorded any material indemnifications, and no accrual has beenwas made at December 31, 20172021 and June 30, 2017.2021.
The Company has agreed to indemnify its directors and certain employees as permitted by law and pursuant to its Bye-laws, and has entered into indemnification agreements with its directors and executive officers. The Company has not recorded a liability associated with these indemnification arrangements, as it historically has not incurred any material costs associated with such indemnification obligations. Costs associated with such indemnification obligations may be mitigated by insurance 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 acquire, maintain or renew such insurance coverage in the future.future under favorable terms or at all.
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
13. Subsequent Event
On January 26, 2022, the JV Company completed a financing transaction pursuant to a corporate financing agreement (the “Financing Agreement”) between the JV Company and certain third-party investors (the “New Investors”).Under the Financing Agreement, the New Investors purchased newly issued equity interest of JV for a total purchase price of RMB 509 million (or approximately $80 million based on the currency exchange rate as of January 26, 2022) (the “Investment”). Following the closing of the Investment, the percentage of outstanding JV equity interest beneficially owned by the Company was reduced to 42.2%.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Except for the historical information contained herein, the matters addressed in this Item 2 constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements include, but are not limited to, statements regarding future financial performance of the Company; the expected ramp up timeline of the 12-inch fab at the JV Company; the impact of government investigation and coronavirus on our financial performance; and other statements and information set forth under the heading “Factors Affecting Our Performance”. Such forward-looking statements are subject to a variety of risks and uncertainties, including those discussed below under the heading “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q, that could cause actual results to differ materially from those anticipated by the Company’s management. The Private Securities Litigation Reform Act of 1995 (the “Act”) provides certain “safe harbor” provisions for forward-looking statements. All forward-looking statements made in this Quarterly Report on Form 10-Q are made pursuant to the Act. The Company undertakes no obligation to publicly release the results of any revisions to its forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unexpected events. Unless the context otherwise requires, the words “AOS,” the “Company,” “we,” “us” and “our” refer to Alpha and Omega Semiconductor Limited and its subsidiaries.
This management’s discussion should be read in conjunction with the management’s discussion included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017,2021, filed with the Securities and Exchange Commission on September 5, 2017.August 30, 2021.
Overview
We are a designer, developer and global supplier of a broad portfolio of power semiconductors. Our portfolio of power semiconductors includes approximately 1,7002,400 products, and has grown significantly with the introduction of 80over 160 new products during the fiscal year ended June 30, 2017, and over 90 new products duringin each of the fiscal years ended June 30, 20162021 and 2015.2020, respectively, and 200 new products in the fiscal year ended June 30, 2019. During the six months ended December 31, 2017,2021, we introduced an additional 9350 new products. Our teams of scientists and engineers have developed extensive intellectual propertiesproperty and technical knowledge that encompass major aspects of power semiconductors, which we believe enables us to introduce and develop innovative products to address the increasingly complex power requirements of advanced electronics. We have an extensive patent portfolio that consists of 703874 patents and 11657 patent applications in the United States as of December 31, 2017.2021. We also hadhave a total of 635918 foreign patents, which substantially were based primarily on our research and development efforts as ofthrough December 31, 2017.2021. We differentiate ourselves by integrating our expertise in technology, design and advanced manufacturing and packaging to optimize product performance and cost. Our portfolio of products targets high-volume applications, including personal and portable computers, graphic cards, flat panel TVs, LED lighting,home appliances, smart phones, battery packs, game consoles, consumer and industrial motor controls and power supplies for TVs, computers, servers and telecommunications equipment.
Our business model leverages global resources, including research and development and manufacturing in the United States and Asia. Our sales and technical support teams are localized in several growing markets. We operate a 200mman 8-inch wafer fabrication facility located in Hillsboro, Oregon, or the Oregon fab, which is critical for us to accelerate proprietary technology development, and new product introduction as well as toand improve our financial performance in the long run.performance. To meet the market demand for the more mature high volume products, we also utilize the wafer manufacturing capacity of selected third party foundries. For assembly and test, we primarily rely upon our in-house facilities in China. In addition, we utilize subcontracting partners for industry standard packages. We believe our in-house packaging and testing capability provides us with a competitive advantage in proprietary packaging technology, product quality, cost and sales cycle time.
During the fiscal quarter ended December 31, 2021, we continued our product diversification program by developing new silicon and packaging platforms to expand our serviceable available market, or SAM and offer higher performance products. Our metal-oxide-semiconductor field-effect transistors, or MOSFET, and power IC product portfolio expanded significantly. Our high performance products and deepened customer relationships with our OEM and ODM customers have contributed to the achievement of our record high quarterly revenue of $193.3 million for the three months ended December 31, 2021, a 21.7% growth compared to the same quarter last year.
On March 29, 2016, we entered intoformed a joint venture contract (the “JV Agreement”Company”) with two investment funds owned by the Municipality of Chongqing (the “Chongqing Funds”), pursuant to which we and the Chongqing Funds formed a joint venture, (the “JV Company”), for the purpose of constructing and operating a power semiconductor packaging, testing and 12-inch wafer fabrication facility (“Fab”) in the LiangjiangLiangJiang New Area of Chongqing, China (the “JV Transaction”).China. The total initial capitalization of the JV CompanyFab is $330.0 million (the “Initial Capitalization”), which will be completedbeing built in stages.phases. As of December 31, 2017, the Chongqing Funds contributed a total of $120.0 million of initial capital in cash and1, 2021, we contributed $10.0 million in cash and certain intangible assets, as well as certain packaging equipment as required by the JV Agreement by transferring the legal titles of such equipment to the JV Company. We own 51%owned 50.9%, and the Chongqing Funds own 49%,owned 49.1% of the equity interest in the JV Company. If both parties agree thatThe Joint Venture was accounted under the terminationprovisions of the consolidation guidance since we had controlling financial interest until December 1, 2021.
Effective December 1, 2021, we entered into a share transfer agreement (the “STA”) with a third-party investor (the “Investor”), pursuant to which we sold to the Investor approximately 2.1% of outstanding equity interest held by us in the JV Company for an aggregate purchase price of RMB 108 million or approximately $16.9 million (the “Transaction”). The STA contained customary representations, warranties and covenants. The Transaction was closed on December 2, 2021 (the “Closing Date”). As a result of the Transaction, as of the Closing Date, our equity interest in the JV Company decreased from 50.9% to 48.8%. Also, our right to designate directors on the board of JV Company was reduced to three (3) out of seven (7) directors, from four (4) directors prior to the Transaction. As of December 2, 2021, we no longer have a controlling financial interest in the JV Company under generally accepted accounting principles. Loss of control is deemed to have occurred when, among other things, a parent company owns less than a majority of the outstanding common stock in the subsidiary, lacks a controlling financial interest in the subsidiary and, is unable to unilaterally control the subsidiary through other means such as having, or the ability to obtain or represent, a majority of the subsidiary’s Board of Directors. All of these loss of control factors were present for us as of December 2, 2021. Accordingly, since December 2, 2021, we have deconsolidated the JV Company in our Consolidated Financial Statements and accounted for our investment in the JV Company using the equity method of accounting.
On December 24, 2021, we entered into a share transfer agreement with another third-party investor, pursuant to which we sold to this investor 1.1% of outstanding equity interest held by us in the JV Company for an aggregate purchase price of RMB 60 million or approximately $9.4 million. In addition, the JV Company adopted an employee equity incentive plan and issued an equity interest equivalent to 3.99% of the JV Company is the best interest of each party or the JV Company is bankrupt or insolvent where either party may terminate early, after paying the debtsto exchange in cash. As a result, we owned 45.8% of the JV Company, the remaining assets of the JV Company shall be paid to the Chongqing Funds to cover the principal of its total paid-in contributions plusequity interest at 10% simple annual rate prior to distributing the balance of the JV Company's assets to us. We expect the JV Company to commence initial production in mid-calendar year 2018. During the three and six months ended December 31, 2017, we recorded $1.7 million and $3.1 million in net loss attributable to noncontrolling interest, representing 49% of the net loss incurred in the JV Company which was attributable to operating expenses and depreciation expenses offset by equipment lease income and interest income. In the long-term, the JVas of December 31, 2021.
Company plans to construct and operate a 12-inch wafer fabrication facility for the production of power semiconductors. We expect the joint venture to deliver significant cost savings, and enhance our market positions in China, and drive meaningful improvements in working capital and capital expenditures.
As part of the JV Transaction,On January 26, 2022, the JV Company entered into an Engineering, Procurement and Construction Contractcompleted a financing transaction pursuant to a corporate financing agreement (the “EPC Contract”“Financing Agreement”) with The IT Electronics Eleventh Design & Research Institute Scientific and Technological Engineering Corporation Limited (the “Contractor”), effective as of January 10, 2017 (the "Effective Date"), pursuant which the Contractor was engaged to construct the manufacturing facility contemplated under the JV Agreement. Under the EPC Contract, the Contractor’s obligations include, but are not limited to: (i) the development of conceptual design, initial design, construction drawing design and optimization, and submission of such designs tobetween the JV Company and certain third-party investors (the “New Investors”). Under the Financing Agreement, the New Investors purchased newly issued equity interest of JV for examination and confirmation; and (ii) the constructiona total purchase price of the assembly and wafer fabrication facilities and related procurement services, including the selection and engagement of subcontractors, in accordance with a construction schedule agreed upon by the parties. The total price payable under the EPC Contract is Chinese Renminbi (RMB) 540.0RMB 509 million or(or approximately $78.0$80 million based on the currency exchange rate between RMBas of January 26, 2022) (the “Investment”). Following the closing of the Investment, the percentage of outstanding JV equity interest beneficially owned by the Company was reduced to 42.2%. See Note 1 and U.S. DollarsNote 2 of the Notes to the Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q for a description of deconsolidation of the JV Company and equity method of the JV Company.
We reduced our ownership of the JV Company to below 50% to increase the flexibility of the JV Company to raise capital to fund its future expansion. Following the Transaction and the successful ramp up to its Phase I target run rate in the September quarter of 2021, as planned, the JV Company intends to raise up to $200 million through private funding rounds for its Phase II expansion. In addition to immediate private funding rounds, the JV Company is also contemplating an eventual listing on the Effective Date, which consistsScience and Technology innovAtion boaRd, or STAR Market, of $2.8 million (RMB 19.5 million) of design fees (“Design Fees”)the Shanghai Stock Exchange. The Transaction assists the JV Company in meeting certain regulatory listing requirements. A potential STAR Market listing may take several years to consummate and $75.2 million (RMB 520.5 million) of construction and procurement fees (including compliance with safety and aesthetic requirements) (“Construction Fees”). The paymentthere is subject to volatility as a result of exposure to fluctuations in RMB foreign exchange rates. The Design Fees and Construction Fees are paidno guarantee that such listing by the JV Company pursuant towill be successful or will be completed in a payment schedule based on the progress of the construction and the achievements of specified milestones. As of December 31, 2017,timely manner, or at all. In addition, the JV Company paid approximately $37.0 million (RMB 243.8 million),will continue to provide us with significant level of foundry capacity to enable us to develop and expectsmanufacture our products.
Impact of COVID-19 Pandemic to payour Business
Our business operations have been impacted by the remainingglobal COVID-19 pandemic and the resulting economic downturn. Numerous governmental jurisdictions, including the States of $44.9 million (RMB 296.2 million)California, Oregon and Texas in calendar year 2018. The payment is subjectthe U.S. and countries throughout the Asia Pacific region have imposed various restrictions on commercial activities, resultingin business closures, work stoppages, labor shortage, disruptions to volatility asports, vaccine mandates and other shipping infrastructure, border closures,thereby negatively impacting our customers, suppliers, distributors, employees, offices, and the entire semiconductor ecosystem.
As a result of exposurethe COVID-19 pandemic and changing consumer behaviors due to fluctuationsvarious government restrictions and the growing trend to provide remote-working options by employers, , we have experienced shifting market trends, including an increasing demand in RMB foreign exchange rates.markets for notebooks, PCs, gaming devices and other products. While we have benefited from the increasing demand for PC related products, there is no guarantee that this trend will continue, and such increasing demand may discontinue or decline if government authorities relax or terminate COVID-19 related restrictions and consumer behaviors change in response to the reopening of certain economic activities.In an effort to protect the health and safety of our employees and to comply with various government and regulatory guidelines, we also took proactive actions to adopt policies and protocols at our locations around the world, including social distancing guidelines, vaccine and testing protocols,
On September 5, 2017, we entered into a license agreement with STMicroelectronics International N.V. (“STMicro”), pursuant to which STMicro granted us a world-wide, royalty-free and fully-paid license to use its technologies to develop, market and distribute certain digital multi-phase controller products, which have been previously offered by STMicro. UnderSince the license agreement, we agreed to pay a total price in cashstart of $17.0 million based on the payment schedule as set forth in the agreement of approximately $10.1 million, $6.7 million and $0.2 million in calendar year 2017, 2018 and 2019, respectively. As of December 31, 2017, we recorded $13.8 million of such intangible assets, of which $9.8 million in cash was paid to STMicro.
During the second quarter of fiscalcalendar year 2021, there have been increasing availability and administration of 2018, we introduced AONR21357, which usesvaccines against COVID-19, as well as an easing of restrictions on social, business, travel, and government activities and
functions, and a gradual resumption of economic activities and consumer spending in our industries. On the improved P-Channel MOSFET processother hand, infection rates continue to achieve low power lossfluctuate in various regions and reliable startup. This new P-Channel MOSFET is ideal for load switch applications in Notebook Adapter-In/ Battery In sockets. We also released AONS66916 production utilizingstrains of the latest Alpha Shield Gate Technology Generation 2 (AlphaSGT2), which attributes enable higher efficiencyvirus remain a risk, including the recent surge of COVID-19 cases and robustnesshospitalization due to critical high density telecom and server applications. During the first quarterspread of fiscal year of 2018, we released OTF190A60L, the first product in the new αMOS5TMHV MOSFET platform. This device provides high-efficiency performance in an easy-to-use solution optimized for server power supplies, high-end computers, charging stations and other high-performance applications. We also introduced AOZ5131QI, the latest generation of power modules. The new device enables high power-density voltage regulator solutions ideal for CPU and GPU power regulation in notebook PCs, servers, and graphic cards.Omicron variants. In addition, there are ongoing global impacts resulting from the pandemic, including disruption of the product supply chains, shortages of semiconductor components, and delays in shipments, product development, and product launches and rising inflation rates. The full extent of the future impact of the COVID-19 pandemic on our operational and financial performance is uncertain and will depend on many factors outside our control, including, without limitation, the timing, extent, trajectory and duration of the pandemic; the availability, distribution and effectiveness of vaccines; the spread of new variants of COVID-19; the continued and renewed imposition of protective public safety measures; the disruption of global supply chain; and the impact of the pandemic on the global economy and demand for consumer products. Although we expandedare unable to predict the full impact and duration of the COVID-19 pandemic on our recently launched fast turn-off switched 650V H-series IGBT family with a 1200V rating. The new AOK40B120H1has been developedbusiness, we are actively managing our business operations and financial expenditures in response to address needs of industrial welding and high-frequency converters with 3-phase ac or high voltage dc input. The device offers excellent performance in high switching frequency applications, which can be a perfect fit for high voltage industrial welding machine. continued uncertainty.
Other Factors affecting our performance
Our
In addition to the COVID-19 pandemic and related events as described above, our performance is affected by several key factors, including the following:
CostsThe global, regional economic and PC market conditions: Because our products primarily serve consumer electronic applications, any significant change in global and regional economic conditions could materially affect our revenue and results of JV Company and digital power business: We expectoperations. A significant amount of our operating expenses to increaserevenue is derived from sales of products in the short termpersonal computing (“PC”) markets, such as notebooks, motherboards and notebook battery packs, therefore a substantial decline or downturn in the PC market could have a material adverse effect on our revenue and results of operations. The PC markets have experienced a modest global decline in recent years due to continued growth of demand in tablets and smart phones, worldwide economic conditions and the industry inventory correction which had and may continue to have a material impact on the demand for our products. However, we recently have experienced a significant increase of demand in PC market due to the additional costs associated with ramping up pre-production activitiesimpact of the JV Company, as well as the initial startup work to developCOVID-19 pandemic and establish our new digital power business. As the JV Company is expected to complete on schedule the construction of its assemblyresulting shift in market trend and testing facilities during the quarter ending March 31, 2018, the pre-production costsconsumer behaviors. We cannot predict whether and how long this trend will increase significantly, including costs relatingcontinue due to the installationuncertainty and unpredictability of equipment; performance of qualification process; increased demand for electrical power and utility; increased headcounts as a result of hiring of additional personnel, staff and operators; and establishment of administrative and management functions and systems. In addition, a portion of these pre-production costs cannot be capitalized under GAAP accounting. Furthermore, following the executionCOVID-19 pandemic. A decline of the STMicro license agreement in September 2017, we are accelerating the development ofPC market may have a negative impact on our digital power businessrevenue, factory utilization, gross margin, our ability to design and distribute a full suite of advanced low-voltage power IC products. We expect to incur additional costs, including costs relating to recruiting and hiring of qualified engineers and technical staffresell excess inventory, and other researchperformance measures. We have executed and developmentcontinue to execute strategies to diversify our product portfolio, penetrate other market segments, including the consumer, communications and management activities asindustrial markets, and improve gross margins and profit by implementing cost control measures. While making efforts to reduce our reliance on the computing market, we startcontinue to buildsupport our computing business and capitalize on the opportunities in this nmarket with a more focused and competitive PC product strategy to gain market share.
ew business. In the short term, we will not be able to generate sufficient amount of revenue from either of these two business initiatives to offset the increase costs, which will likely negatively impact our results of operations.
Manufacturing costs and capacity availability: Our gross margin may beis affected by a number of factors including our manufacturing costs, including utilization of our manufacturing facilities, the product mixes of our sales, pricing of wafers from third party foundries and pricing of semiconductor raw materials, which may fluctuate from time to time largely due to the market demand and supply.materials. Capacity utilization affects our gross margin because we have certain fixed costs associated withat our packaging and testingShanghai facilities and our Oregon fab. If we are unable to utilize our manufacturing facilities at a desired level, our gross margin may be adversely affected. In addition, we expect that in the long term our joint venture agreement with the Chongqing Funds will reduce our costs of manufacturing. However, our manufacturing costs may increase in the short term prior to the commencement of operation of the JV Company, because we may be required to incur additional costs to acquire packaging and testing capacity in order make up for the reduced capacity during the period in which we transfer our equipment from Shanghai to Chongqing. Furthermore, from time to time, we may experience wafer capacity constraints, particularly at third party foundries, that may prevent us from meeting fully meeting the demand of our customers. For example, the recent global shortage of semiconductor manufacturing capacity has provided us with both challenges and opportunities in the market, and highlighted the importance of maintaining sufficient and independent in-house manufacturing capabilities to meet increasing customer demands. While we can mitigate suchthese constraints by increasing and re-allocating capacity at our own fab, we may not be able to do so quickly or at sufficient level, which could adversely affect our financial conditions and results of operations. In addition, we recently commenced a plan to enhance the manufacturing capability and capacity of our Oregon fab by investing in new equipment and expanding our factory facilities, which we expect will have a positive impact on our future new product development and revenue, particularly during the period of global shortage of capacity. We also rely substantially on the JV Company to provide foundry capacity to manufacture our products, therefore it is critical that we maintain continuous access to such capacity, which may not be available at sufficient level or at a pricing terms favorable to us because of lack of control over the JV Company’s operation.As a result of recent sales of our JV equity interests and issuance of additional equity interests by the JV Company to third-party investors in financing transactions, our equity interest in the JV Company was reduced to 42.2%, which reduced our control and influence over the JV Company. While we continue to maintain a business relationship with the JV Company to ensure uninterrupted supply of manufacturing capacity, and we are currently negotiating a foundry agreement for the JV Company to provide guarantee level of capacity, the JV Company may take actions or make decisions that adversely impact our ability to access required capacity, and our lack of control and influence may prevent us from eliminating or mitigating such risk.
Erosion and fluctuation of average selling price: Erosion of average selling prices of established products is typical in our industry. Consistent with this historical trend, we expect our average selling prices of existing products to decline in the
future. However, in the normal course of business, we seek to offset the effect of declining average selling price by introducing new and higher value products, expanding existing products for new applications and new customers and reducing the manufacturing cost of existing products.
The global, regional economic and PC market conditions: Because These strategies may cause the average selling price of our products primarily serve consumer electronic applications, a deterioration of the globalto fluctuate significantly from time to time, thereby affecting our financial performance and regional economic conditions could materially affect our revenue and results of operations. In particular, because a significant amount of our revenue is derived from sales of products in the personal computing ("PC") markets, such as notebooks, motherboards and notebook battery packs, a significant decline or downturn in the PC market can have a material adverse effect on our revenue and results of operations. Our revenue from the PC market accounted for approximately 42.6% and 38.4% of our total revenue for the three months ended December 31, 2017 and 2016, respectively, and 40.7% and 37.2% of our total revenue for the six months ended December 31, 2017 and 2016, respectively. In the past, we have experienced a significant global decline in the PC markets due to continued growth of demand in tablets and smart phones, worldwide economic conditions and the industry inventory correction which had and may continue to have a material negative impact on the demand for our products, revenue, factory utilization, gross margin, our ability to resell excess inventory, and other performance measures.profitability.
We have executed and continue to execute strategies to diversify our product portfolio, penetrate into other market segments, including the consumer, communications and industrial markets, and improve gross margins and profit by implementing cost control measures. While making progress in reducing our reliance on the computing market, we continue to support our computing business and capitalize on the opportunities in this market with a more focused and competitive PC product strategy. However, if the rate of decline in the PC markets is faster than we expect, or if we cannot successfully diversify or introduce new products to keep pace with the declining PC markets, we may not be able to alleviate its negative impact on our results of operations.
Product introductions and customers'customers’ product requirements: Our success depends on our ability to introduce products on a timely basis that meet or are compatible with our customers' specifications and performance requirements. Both factors, timeliness of product introductions and conformance to customers' requirements, are equally important in securing design wins with our customers. As we accelerate the development of new technology platforms, we expect to increase the pace at which we introduce new products and obtainseek and acquire design wins. Our failureIf we were to fail to introduce new products on a timely basis that meet customers'customers’ specifications and performance requirements, particularly those products with major OEM customers, and our inability to continue to expand our serviceable markets, could adversely affectthen we would lose market share and our financial performance including loss of market share. We believe that the JV Transaction will increase and diversify our customer base, particularly in China, in the long term. We expect the JV Company to commence initial production in mid-calendar year 2018. However, there is no guarantee that the JV Company will commence timely or at all, and we may experience delays in the construction of the facility. Even if we are able to commence JV operation, we may notwould be successful in acquiring a sufficient number of new customers to offset the additional costs due to various factors, including but are not limited to, competition from other semiconductor companies in the region, our lack of history and prior relationships with customers as a new entrant, difficulties in executing our joint venture strategies, lack of control over our operations and the general economic conditions in Chongqing and China.adversely affected.
Distributor ordering patterns, customer demand and seasonality: Our distributors place purchase orders with us based on their forecasts of end customer demand, and this demand may vary significantly depending on the sales outlook and market and
economic conditions of end customers. Because these forecasts may not be accurate, channel inventory held at our distributors may fluctuate significantly, which in turn may prompt distributors to make significant adjustments to their purchase orders placed with us. As a result, our revenue and operating results may fluctuate significantly from quarter to quarter. In addition, because our products are used in consumer electronics products, our revenue is subject to seasonality. Our sales seasonality is affected by numerous factors, including global and regional economic conditions as well as the PC market conditions, revenue generated from new products, changes in distributor ordering patterns in response to channel inventory adjustments and end customer demand for our products and fluctuations in consumer purchase patterns prior to major holiday seasons. In recent periods, broad fluctuations in the semiconductor markets and the global and regional economic conditions, in particular the decline of the PC market conditions, have had a more significant impact on our results of operations than seasonality. Furthermore, our revenue may be impacted by the level of demand from our major customers due to factors outside of our control. If these major customers experience significant decline in the demand of their products, encounter difficulties or defects in their products, or otherwise fail to execute their sales and marketing strategies successfully, it may adversely affect our revenue and results of operations.
Regulatory Matters:As previously disclosed, the DOJ commenced an investigation into our compliance with export control regulations relating to business transactions with Huawei, which were added to the “Entity List” by the DOC in May 2019. We continue to cooperate fully with federal authorities in the investigation. We have continued to respond to inquiries and requests from DOJ for documents and information relating to the investigation, and the matter is currently pending at DOJ. However, DOJ and DOC have not provided us any clear or definitive response regarding the timeline of the investigation and potential resolutions or outcome. In the meantime, we continue to incur significant costs and expenses, including legal and professional fees, in connection with the government investigation, which may reduce our profitability and operating margin.
Principal line items of statements of operations
The following describes the principal line items set forth in our condensed consolidated statementsCondensed Consolidated Statements of operations:Operations:
Revenue
We generate revenue primarily from the sale of power semiconductors, consisting of power discretes and power ICs. Historically, a majority of our revenue has been derived from power discrete products. Because our products typically have threethree-year to five yearfive-year life cycles, the rate of new product introduction is an important driver of revenue growth over time. We believe that expanding the breadth of our product portfolio is important to our business prospects, because it provides us with an opportunity to increase our total bill-of-materials within an electronic system and to address the power requirements of additional electronic systems. In addition, a small percentage of our total revenue is generated by providing packaging and testing services to third-partiesthird parties through one of our subsidiaries.
Our product revenue includesis reported net of the effect of the estimated stock rotation returns and price adjustments that we expect to provide to our distributors. Stock rotation returns are governed by contract and are limited to a specified percentage of the monetary value of products purchased by the distributor during a specified period. At our discretion or upon our direct negotiations with the original design manufacturers ("ODMs"(“ODMs”) or original equipment manufacturers ("OEMs"(“OEMs”), we may elect to grant special pricing that is below the prices at which we sold our products to the distributors. In these situations, we will grant price adjustments to the distributors reflecting such special pricing. We estimate the price adjustments for inventory at the distributors based on factors such as distributor inventory levels, pre-approved future distributor selling prices, distributor margins and demand for our products.
Cost of goods sold
Our cost of goods sold primarily consists of costs associated with semiconductor wafers, packaging and testing, personnel, including share-based compensation expense, overhead attributable to manufacturing, operations and procurement, and costcosts associated with yield improvements, capacity utilization, warranty and inventory reserves.valuation of inventories. As the volume of sales increases, we expect cost of goods sold to increase. We implemented a process to improve our factory capacity utilization rates by transferring more wafer production to our Oregon fab and reducing our reliance on outside foundries. While our utilization rates cannot be immune to the market conditions, our goal is to make such ratesthem less vulnerable to market fluctuations. We believe our market diversification strategy and product growth will drive higher volumesvolume of manufacturing which will improve our factory utilization rates and gross margin in the long run.
Operating expenses
Our operating expenses consist of research and development, selling, general and administrative expenses.expenses and impairment of long-lived assets. We expect our operating expenses as a percentage of revenue to fluctuate from period to period as we continue to exercise cost control measures in response to the declining PC market as well as align our operating expenses to the revenue level.
Research and development expenses. Our research and development expenses consist primarily of salaries, bonuses, benefits, share-based compensation expense, expenses associated with new product prototypes, travel expenses, fees for engineering services provided by outside contractors and consultants, amortization of software and design tools, depreciation of equipment and overhead costs. We continue to invest in developing new technologies and products utilizing our own fabrication and packaging facilities as it is critical to our long-term success. We also evaluate appropriate investment levels and stay focused on new product introductions to improve our competitiveness. We expect that our research and development expenses will fluctuate from time to time.
Selling, general and administrative expenses. Our selling, general and administrative expenses consist primarily of salaries, bonuses, benefits, share-based compensation expense, product promotion costs, occupancy costs, travel expenses, expenses related to sales and marketing activities, amortization of software, depreciation of equipment, maintenance costs and other expenses for general and administrative functions as well as costs for outside professional services, including legal, audit and accounting services. We expect our selling, general and administrative expenses to fluctuate in the near future as we continue to exercise cost control measures in response to the declining PC market..
Income tax expense
We are subject to income taxes in various jurisdictions. Significant judgment and estimates are required in determining our worldwide income tax expense. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations of different jurisdictions globally. We establish accruals for potential liabilities and contingencies based on a more likely than not threshold to the recognition and de-recognition of uncertain tax positions. If the recognition threshold is met, the applicable accounting guidance permits us to recognize a tax benefit measured at the largest amount of tax benefit that is more likely than not to be realized upon settlement with a taxing authority. If the actual tax outcome of such exposures is different from the amounts that were initially recorded, the differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Changes in the location of taxable income (loss) could result in significant changes in our income tax expense.
We record a valuation allowance against deferred tax assets if it is more likely than not that a portion of the deferred tax assets will not be realized, based on historical profitability and our estimate of future taxable income in a particular jurisdiction. Our judgments regarding future taxable income may change due to changes in market conditions, changes in tax laws, tax planning strategies or other factors. If our assumptions and consequently our estimates change in the future, the deferred tax assets may increase or decrease, resulting in corresponding changes in income tax expense. Our effective tax rate is highly dependent upon the geographic distribution of our worldwide profits or losses, the tax laws and regulations in each geographical region where we have operations, the availability of tax credits and carry-forwards and the effectiveness of our tax planning strategies.
During the quarter ended September 30, 2016, we contributed certain packaging equipment as required by the JV Agreement by transferring the legal title of such equipment to the JV Company. As a result of the transfer, we reduced our deferred tax assets by $6.6 million and recorded a $6.6 million in prepaid tax asset, which was amortized to tax expense over the useful life of the assets. As of June 30, 2017, the prepaid tax asset was amortized down to $5.5 million, of which $1.1 million and $4.4 million were included in prepaid and other current assets and other long-term assets on our balance sheet, respectively. On July 1, 2017, we adopted ASU 2016-16, Intra-Entity Transfers of Assets other than Inventory, which resulted in a de-recognition of a prepaid tax asset of $5.5 million related to the prior period intra-entity asset transfer with the JV Company, with an offsetting reduction to retained earnings. Because the JV Company has a full valuation allowance, there was no change to our net deferred tax assets.
U.S. Tax Cuts and Jobs Act, Enacted December 22, 2017
On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act (“the Tax Act”), which significantly changes the existing U.S. tax laws, including, but not limited to, (1) a reduction in the corporate tax rate from 35% to 21%, (2) a moveshift from a worldwide tax system to a territorial system, (3) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized, (4) bonus depreciation that will allow for full expensing of qualified property, (5) creating a new limitation on deductible interest expense and (6) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017.
The SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118")company is not currently subject to the Base Erosion and Anti-Abuse ( BEAT) tax , which provides guidanceis a tax imposed on accounting forcertain entities who make payments to their non US affiliates, where such payments reduce the US tax effectsbase . The BEAT tax is imposed at a rate of 10% on Adjusted Taxable Income, excluding certain payments to foreign related entities. It is an incremental tax over and above the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification Topic 740 ("ASC 740"). In accordance with SAB 118, a company must reflect thecorporate income tax effects of those aspects ofand is recorded as a period cost. It is
possible that this tax could be applicable in future periods, which would cause an increase to the Taxeffective tax rate and cash taxes.
“U.S. Consolidated Appropriations Act, for2021” (“CAA 2021”), Enacted December 27, 2020
On December 27, 2020, the United States enacted the Consolidated Appropriations Act, 2021, which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain incomemade changes to existing U.S. tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisionslaws. There was no material impact of the tax law that werechanges included in effect immediately before the enactmentConsolidated Appropriations Act, 2021 to the Company.
“The American Rescue Plan Act of 2021”, Enacted March 11, 2021
On March 11, 2021, the Tax Act.
In connection with our initial analysisUnited States enacted the American Rescue Plan Act of the2021, which made changes to existing U.S. tax laws. There was no material impact of the Taxtax law changes included in the American Rescue Plan Act we reported a second quarter of fiscal year 2018 discrete tax benefit of $2.7 million related2021 to the re-measurement of certain deferred tax assets and liabilities. In addition, we are using a
28% U.S. federal tax rate to measure our U.S. federal income tax expense for fiscal year 2018, down from the 34% U.S. federal income tax rate used in first quarter of fiscal year 2018.
Our accounting for the impact of the Tax Act is complete for provisions of the Act that could impact our fiscal year 2018 financial statements. We are still analyzing the provisions of the Act that may impact future periods. Our management expects the Act to favorably impact our net income, diluted earnings per share, and cash flows in future periods, due primarily to the reduction in the federal corporate tax rate from 35% to 21% effective for periods beginning January 1, 2018. Our management currently estimates that our blended consolidated effective income tax rate (“tax rate”) for full-year fiscal 2018 will approximate 27% before discrete items, compared with nearly 33% for the prior year.Company.
Results of Operations
The following tables set forth statements of operations, also expressed as a percentage of revenue, for the three and six months ended December 31, 20172021 and 2016.2020. Our historical results of operations are not necessarily indicative of the results for any future period. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 |
| (in thousands) | | (% of revenue) | | (in thousands) | | (% of revenue) |
Revenue | $ | 193,319 | | | $ | 158,830 | | | 100.0 | % | | 100.0 | % | | $ | 380,354 | | | $ | 310,381 | | | 100.0 | % | | 100.0 | % |
Cost of goods sold | 124,954 | | | 110,081 | | | 64.6 | % | | 69.3 | % | | 247,422 | | | 219,109 | | | 65.1 | % | | 70.6 | % |
Gross profit | 68,365 | | | 48,749 | | | 35.4 | % | | 30.7 | % | | 132,932 | | | 91,272 | | | 34.9 | % | | 29.4 | % |
Operating expenses | | | | | | | | | | | | | | | |
Research and development | 16,516 | | | 15,423 | | | 8.5 | % | | 9.7 | % | | 34,328 | | | 30,114 | | | 9.0 | % | | 9.7 | % |
Selling, general and administrative | 24,132 | | | 19,736 | | | 12.5 | % | | 12.4 | % | | 45,938 | | | 37,241 | | | 12.1 | % | | 12.0 | % |
| | | | | | | | | | | | | | | |
Total operating expenses | 40,648 | | | 35,159 | | | 21.0 | % | | 22.1 | % | | 80,266 | | | 67,355 | | | 21.1 | % | | 21.7 | % |
Operating income | 27,717 | | | 13,590 | | | 14.4 | % | | 8.6 | % | | 52,666 | | | 23,917 | | | 13.8 | % | | 7.7 | % |
Interest expense and other income (loss), net | (68) | | | (381) | | | — | % | | (0.3) | % | | (2,260) | | | (930) | | | (0.6) | % | | (0.3) | % |
| | | | | | | | | | | | | | | |
Gain on deconsolidation of the JV Company | 399,093 | | | — | | | 206.4 | % | | — | % | | 399,093 | | | — | | | 104.9 | % | | — | % |
Loss on changes of equity interest in the JV Company, net | (7,641) | | | — | | | (4.0) | % | | — | % | | (7,641) | | | — | | | (2.0) | % | | — | % |
Net income before income taxes | 419,101 | | | 13,209 | | | 216.8 | % | | 8.3 | % | | 441,858 | | | 22,987 | | | 116.2 | % | | 7.4 | % |
Income tax expense | 34,096 | | | 669 | | | 17.6 | % | | 0.4 | % | | 35,416 | | | 1,680 | | | 9.3 | % | | 0.5 | % |
Net income | 385,005 | | | 12,540 | | | 199.2 | % | | 7.9 | % | | 406,442 | | | 21,307 | | | 106.9 | % | | 6.9 | % |
Net gain (loss) attributable to noncontrolling interest | 2,007 | | | (363) | | | 1.0 | % | | (0.2) | % | | 20 | | | (1,170) | | | — | % | | (0.4) | % |
Net income attributable to Alpha and Omega Semiconductor Limited | $ | 382,998 | | | $ | 12,903 | | | 198.2 | % | | 8.1 | % | | $ | 406,422 | | | $ | 22,477 | | | 106.9 | % | | 7.3 | % |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2017 | | 2016 | | 2017 | | 2016 | | 2017 | | 2016 | | 2017 | | 2016 |
| (in thousands) | | (% of revenue) | | (in thousands) | | (% of revenue) |
Revenue | $ | 103,896 |
| | $ | 94,687 |
| | 100.0 | % | | 100.0 | % | | $ | 208,754 |
| | $ | 192,049 |
| | 100.0 | % | | 100.0 | % |
Cost of goods sold | 75,814 |
| | 72,593 |
| | 73.0 | % | | 76.7 | % | | 153,142 |
| | 148,011 |
| | 73.4 | % | | 77.1 | % |
Gross profit | 28,082 |
| | 22,094 |
| | 27.0 | % | | 23.3 | % | | 55,612 |
| | 44,038 |
| | 26.6 | % | | 22.9 | % |
Operating expenses | | | | | | | | | | | | | | | |
Research and development | 9,102 |
| | 7,284 |
| | 8.8 | % | | 7.7 | % | | 17,427 |
| | 14,303 |
| | 8.3 | % | | 7.4 | % |
Selling, general and administrative | 15,756 |
| | 11,974 |
| | 15.2 | % | | 12.6 | % | | 30,371 |
| | 23,157 |
| | 14.5 | % | | 12.1 | % |
Total operating expenses | 24,858 |
| | 19,258 |
| | 24.0 | % | | 20.3 | % | | 47,798 |
| | 37,460 |
| | 22.8 | % | | 19.5 | % |
Operating income | 3,224 |
| | 2,836 |
| | 3.0 | % | | 3.0 | % | | 7,814 |
| | 6,578 |
| | 3.8 | % | | 3.4 | % |
Interest income and other loss, net | (160 | ) | | (70 | ) | | (0.2 | )% | | (0.1 | )% | | (120 | ) | | (119 | ) | | (0.1 | )% | | (0.1 | )% |
Interest expense | (14 | ) | | (24 | ) | | — | % | | — | % | | (31 | ) | | (50 | ) | | — | % | | — | % |
Net income before income taxes | 3,050 |
| | 2,742 |
| | 2.8 | % | | 2.9 | % | | 7,663 |
| | 6,409 |
| | 3.7 | % | | 3.3 | % |
Income tax expense (benefit) | (2,072 | ) | | 1,085 |
| | (2.0 | )% | | 1.1 | % | | (798 | ) | | 2,322 |
| | (0.4 | )% | | 1.2 | % |
Net income including noncontrolling interest | 5,122 |
| | 1,657 |
| | 4.8 | % | | 1.8 | % | | 8,461 |
| | 4,087 |
| | 4.1 | % | | 2.1 | % |
Net loss attributable to noncontrolling interest | (1,669 | ) | | (1,190 | ) | | (1.6 | )% | | (1.3 | )% | | (3,130 | ) | | (2,067 | ) | | (1.5 | )% | | (1.1 | )% |
Net income attributable to Alpha and Omega Semiconductor Limited | $ | 6,791 |
| | $ | 2,847 |
| | 6.4 | % | | 3.1 | % | | $ | 11,591 |
| | $ | 6,154 |
| | 5.6 | % | | 3.2 | % |
Share-based compensation expense was allocated as follow: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2017 | | 2016 | | 2017 | | 2016 | | 2017 | | 2016 | | 2017 | | 2016 |
| (in thousands) | | (% of revenue) | | (in thousands) | | (% of revenue) |
Cost of goods sold | $ | 415 |
| | $ | 205 |
| | 0.4 | % | | 0.2 | % | | $ | 731 |
| | $ | 400 |
| | 0.4 | % | | 0.2 | % |
Research and development | 617 |
| | 383 |
| | 0.6 | % | | 0.4 | % | | 979 |
| | 743 |
| | 0.5 | % | | 0.4 | % |
Selling, general and administrative | 2,977 |
| | 966 |
| | 2.9 | % | | 1.0 | % | | 4,307 |
| | 1,727 |
| | 2.1 | % | | 0.9 | % |
Total | $ | 4,009 |
| | $ | 1,554 |
| | 3.9 | % | | 1.6 | % | | $ | 6,017 |
| | $ | 2,870 |
| | 3.0 | % | | 1.5 | % |
The Board previously approved the incentive cash bonus plan (the “Plan”) for the calendar year commencing January 1, 2017 pursuant to which each our executive officer who continues in service through the end of the calendar year will be eligible
to receive an incentive award, payable solely in cash, based on the level of attainment of certain specified our performance goals. On November 15, 2017, the Board approved an amendment to the Plan that permits the Company to pay up to 50% of such incentive awards in the common shares of the Company. We recorded $1.5 million of such stock-based expenses in the three month ended December 31, 2017. The expenses are reported in the accrued liabilities line in the condensed consolidated balance sheet as the total amount of bonus is to be settled in variable number of common shares. Such non-cash compensation expenses are recorded as
part of stock-based compensation expense in the condensed consolidated statements of operations.follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 |
| (in thousands) | | (% of revenue) | | (in thousands) | | (% of revenue) |
Cost of goods sold | $ | 1,709 | | | $ | 383 | | | 0.9 | % | | 0.2 | % | | $ | 2,278 | | | $ | 768 | | | 0.6 | % | | 0.2 | % |
Research and development | 1,912 | | | 1,243 | | | 1.0 | % | | 0.8 | % | | 2,955 | | | 2,323 | | | 0.8 | % | | 0.7 | % |
Selling, general and administrative | 4,926 | | | 1,598 | | | 2.5 | % | | 1.0 | % | | 7,949 | | | 3,009 | | | 2.1 | % | | 1.0 | % |
Total | $ | 8,547 | | | $ | 3,224 | | | 4.4 | % | | 2.0 | % | | $ | 13,182 | | | $ | 6,100 | | | 3.5 | % | | 1.9 | % |
Three Andand Six Months Ended December 31, 20172021 and 20162020
Revenue
The following is a summary of revenue by product type:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2021 | | 2020 | | Change | | 2021 | | 2020 | | Change |
| (in thousands) | | (in thousands) | | (in percentage) | | (in thousands) | | (in thousands) | | (in percentage) |
Power discrete | $ | 134,975 | | | $ | 118,500 | | | $ | 16,475 | | | 13.9 | % | | $ | 265,663 | | | $ | 232,872 | | | $ | 32,791 | | | 14.1 | % |
Power IC | 55,093 | | | 37,381 | | | 17,712 | | | 47.4 | % | | 107,423 | | | 71,839 | | | 35,584 | | | 49.5 | % |
Packaging and testing services | 3,251 | | | 2,949 | | | 302 | | | 10.2 | % | | 7,268 | | | 5,670 | | | 1,598 | | | 28.2 | % |
| $ | 193,319 | | | $ | 158,830 | | | $ | 34,489 | | | 21.7 | % | | $ | 380,354 | | | $ | 310,381 | | | $ | 69,973 | | | 22.5 | % |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2017 | | 2016 | | Change | | 2017 | | 2016 | | Change |
| (in thousands) | | (in thousands) | | (in percentage) | | (in thousands) | | (in thousands) | | (in percentage) |
Power discrete | $ | 85,094 |
| | $ | 69,822 |
| | $ | 15,272 |
| | 21.9 | % | | $ | 168,772 |
| | $ | 141,250 |
| | $ | 27,522 |
| | 19.5 | % |
Power IC | 15,758 |
| | 21,859 |
| | (6,101 | ) | | (27.9 | )% | | 33,855 |
| | 44,857 |
| | (11,002 | ) | | (24.5 | )% |
Packaging and testing services | 3,044 |
| | 3,006 |
| | 38 |
| | 1.3 | % | | 6,127 |
| | 5,942 |
| | 185 |
| | 3.1 | % |
| $ | 103,896 |
| | $ | 94,687 |
| | $ | 9,209 |
| | 9.7 | % | | $ | 208,754 |
| | $ | 192,049 |
| | $ | 16,705 |
| | 8.7 | % |
Total revenue was $103.9was $193.3 million forfor the three months ended December 31, 2017,2021, an increase of $9.2$34.5 million, or 9.7%21.7%, as compared to $94.7$158.8 million for the same quarter last year.The increase was primarily due to an increase of $15.3 $16.5 million and $17.7 million in sales of power discrete products partially offset by a decrease of $6.1 million inand sales of power IC products. products, respectively. The net increase in power discrete and power IC product sales was primarily due to a 4.3%an 19.5% increase in average selling price and an 2.1% increase in unit shipments as well as a 5.6% increase in average selling price as compared to the same quarter last year due to a shift in product mix. The increase in revenue of packaging and testing services revenue for the three months ended December 31, 2017 and 2016 remained flat.2021, as compared to same quarter last year, was primarily due to increased demand.
Total revenue was $208.8$380.4 million for the six months ended December 31, 2017,2021 an increase of $16.7$70.0 million, or 8.7%22.5%, as compared to $192.0$310.4 million for the same period last year. The increase was primarily due to $27.5an increase of $32.8 million and $35.6 million in salessales of power discrete products partially offset by $11.0 million inand sales of power IC products. products, respectively. The net increase in product revenue, including power discrete and power IC product sales was primarily due to a 4.6% increase in unit shipments, as well as a 4.1%an 26.0% increase in average selling price, partially offset by a 3.2% decrease in unit shipments as compared to the same period of last year mainly due to a shift in product mix. The increase in revenue of packaging and testing services for the six months ended December 31, 20172021, as compared to the same period last year, was primarily due to increased demand.
Cost of goods sold and gross profit
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2021 | | 2020 | | Change | | 2021 | | 2020 | | Change |
| (in thousands) | | (in thousands) | | (in percentage) | | (in thousands) | | (in thousands) | | (in percentage) |
Cost of goods sold | $ | 124,954 | | | $ | 110,081 | | | $ | 14,873 | | | 13.5 | % | | $ | 247,422 | | | $ | 219,109 | | | $ | 28,313 | | | 12.9 | % |
Percentage of revenue | 64.6 | % | | 69.3 | % | | | | | | 65.1 | % | | 70.6 | % | | | | |
| | | | | | | | | | | | | | | |
Gross profit | $ | 68,365 | | | $ | 48,749 | | | $ | 19,616 | | | 40.2 | % | | $ | 132,932 | | | $ | 91,272 | | | $ | 41,660 | | | 45.6 | % |
Percentage of revenue | 35.4 | % | | 30.7 | % | | | | | | 34.9 | % | | 29.4 | % | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2017 | | 2016 | | Change | | 2017 | | 2016 | | Change |
| (in thousands) | | (in thousands) | | (in percentage) | | (in thousands) | | (in thousands) | | (in percentage) |
Cost of goods sold | $ | 75,814 |
| | $ | 72,593 |
| | $ | 3,221 |
| | 4.4 | % | | $ | 153,142 |
| | $ | 148,011 |
| | $ | 5,131 |
| | 3.5 | % |
Percentage of revenue | 73.0 | % | | 76.7 | % | |
|
| | | | 73.4 | % | | 77.1 | % | | | | |
| | | | | | | | | | | | | | | |
Gross profit | $ | 28,082 |
| | $ | 22,094 |
| | $ | 5,988 |
| | 27.1 | % | | $ | 55,612 |
| | $ | 44,038 |
| | $ | 11,574 |
| | 26.3 | % |
Percentage of revenue | 27.0 | % | | 23.3 | % | |
|
| | | | 26.6 | % | | 22.9 | % | | | | |
Cost of goods sold was $75.8$125.0 million for the three months ended December 31, 2017,2021, an increase of $3.2$14.9 million, or 4.4%13.5%, as compared to $72.6$110.1 million for the same quarter last year. The increase was primarily due to increased unit shipments.21.7% increase in revenue. Gross margin increased by 3.74.7 percentage points to 27.0%35.4% for the three months ended December 31, 20172021, as compared to 23.3%30.7% for the same quarter last year. The increase in gross margin was primarily due to increased average selling prices due to a shift in product mix and approximately $1.0 million of specific reserve was releasedJV Company continued its ramp during the three months ended December 31, 2017.2021, which resulted in an increase in the capacity utilization and contributed to the increase in gross margin during the three months ended December 31, 2021. In addition, the JV Company was deconsolidated from our Condensed Consolidated Statements of Operations effective as of December 2, 2021.
Cost of goods sold was $153.1$247.4 million for the six months ended December 31, 2017,2021, an increase of $5.1 million,$28.3, or 3.5%12.9%, as compared to $148.0$219.1 million for the same period last year, primarily due to increased unit shipments. Gross margin increased
by 3.7 percentage point to 26.6% for the six months ended December 31, 2017 as compared to 22.9% for the same period last year. The increase in gross margin was primarily due to a shift22.5% increase in product mix and approximately $1.0 million of specific reserve was releasedrevenue. Gross margin increased by 5.5 percentage points to 34.9% for the six months ended December 31, 2021, as compared to 29.4% for the same period last year. The JV Company continued its ramp up activities during the current period.six months ended December 31, 2021, which resulted in an increase in the capacity utilization and contributed to the increase in gross margin during the six months ended December 31, 2021. In addition, the JV Company was deconsolidated from our Condensed Consolidated Statements of Operations effective as of December 2, 2021.
Research and development expenses
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2021 | | 2020 | | Change | | 2021 | | 2020 | | Change |
| (in thousands) | | (in thousands) | | (in percentage) | | (in thousands) | | (in thousands) | | (in percentage) |
Research and development expenses | $ | 16,516 | | | $ | 15,423 | | | $ | 1,093 | | | 7.1 | % | | $ | 34,328 | | | $ | 30,114 | | | $ | 4,214 | | | 14.0 | % |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2017 | | 2016 | | Change | | 2017 | | 2016 | | Change |
| (in thousands) | | (in thousands) | | (in percentage) | | (in thousands) | | (in thousands) | | (in percentage) |
Research and development | $ | 9,102 |
| | $ | 7,284 |
| | $ | 1,818 |
| | 25.0 | % | | $ | 17,427 |
| | $ | 14,303 |
| | $ | 3,124 |
| | 21.8 | % |
Research and development expenses were $9.1$16.5 million for the three months ended December 31, 2017,2021, an increase of $1.8$1.1 million, or 25.0%7.1%, as compared to $7.3$15.4 million for the same quarter last year. The increase was primarily attributable to a $0.4 million increase in employee compensation and benefitbenefits expense mainly due to increased headcounthigher salary related expenses and higher bonus expenses,bonuses accrual, and a $0.9 million increase in product prototyping engineering expense as a result of increased engineering activities, a $0.2$0.7 million increase in share-based compensation expense as a result ofdue to an increase ofin stock awards granted and a $0.1 million increase in recruiting fee induring the current quarter.
Research and development expenses were $17.4$34.3 million for the six months ended December 31, 2017,2021, an increase of $3.1$4.2 million, or 21.8%14.0%, as compared to $14.3$30.1 million for the same period last year. The increase was primarily attributable to a $1.2$3.2 million increase in employee compensation expensesand benefits expense mainly due to increased headcounthigher salary related expenses and higher bonus expenses,bonuses, a $1.3 million increase in product prototyping engineering expense as a result of increased engineering activities, as well as a $0.2$0.6 million increase in share-based compensation expense due to an increase in stock awards granted, a $0.2 million increase in depreciation expense, as well as a $0.1 million increase in professional services as a result of an increase of stock awards,higher consulting fees and $0.1 million in recruiting feefees during the current period as compared to the same period last year.period.
Selling, general and administrative expenses
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2021 | | 2020 | | Change | | 2021 | | 2020 | | Change |
| (in thousands) | | (in thousands) | | (in percentage) | | (in thousands) | | (in thousands) | | (in percentage) |
Selling, general and administrative | $ | 24,132 | | | $ | 19,736 | | | $ | 4,396 | | | 22.3 | % | | $ | 45,938 | | | $ | 37,241 | | | $ | 8,697 | | | 23.4 | % |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2017 | | 2016 | | Change | | 2017 | | 2016 | | Change |
| (in thousands) | | (in thousands) | | (in percentage) | | (in thousands) | | (in thousands) | | (in percentage) |
Selling, general and administrative | $ | 15,756 |
| | $ | 11,974 |
| | $ | 3,782 |
| | 31.6 | % | | $ | 30,371 |
| | $ | 23,157 |
| | $ | 7,214 |
| | 31.2 | % |
Selling, general and administrative expenses were $15.8$24.1 million for the three months ended December 31, 2017,2021, an increase of $3.8$4.4 million, or 31.6%22.3%, as compared to $12.0$19.7 million for the same quarter last year.year. The increase was primarily attributable to a $1.5$1.8 million increase in employee compensation and benefitbenefits expenses mainly due to increased headcount andhigher salary related expenses, higher bonus expenses a $2.0accrual and increased business insurance expenses, as well as $3.3 million increase in share-based compensation expense due to increased grant of equity awards, and a $0.2 millionan increase in employee business expenses duestock award granted, partially offset by a $0.7 million decrease in legal expense related to increased travel expensesthe government investigation during the current quarter.
Selling, general and administrative expenses were $30.4$45.9 million for the six months ended December 31, 2017,2021, an increase of $7.2$8.7 million, or 31.2%23.4%, as compared to $23.2$37.2 million for the same period last year. The increase was primarily attributable to a $4.1$6.0 million increase in employee compensation and benefits expenses primarilymainly due to increased headcount andhigher salary related expenses, higher bonus expenses a $2.6and business insurance expenses, as well as $4.9 million increase in share-based compensation expense due to increased grantan increase in stock award granted, partially offset by a $1.4 million decrease in legal expenses related to the government investigation, a $0.5 million decrease in marketing demo and trade shows costs as a result of equity awards,the COVID-19 pandemic, and a $0.3$0.2 million increasedecrease in employee business expenses due to increased travel expensesaudit fees during the current period as compared to the same period last year.
Interest income and others, netperiod.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2017 | | 2016 | | Change | | 2017 | | 2016 | | Change |
| (in thousands) | | (in thousands) | | (in percentage) | | (in thousands) | | (in thousands) | | (in percentage) |
Interest income and other loss, net | $ | (160 | ) | | $ | (70 | ) | | $ | (90 | ) | | 128.6 | % | | $ | (120 | ) | | $ | (119 | ) | | $ | (1 | ) | | 0.8 | % |
Interest income and others, net was primarily related to interest earned from cash and cash equivalents, as well as foreign exchange gains (losses). The decrease in interest incomeexpense and other loss,income (loss), net
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2021 | | 2020 | | Change | | 2021 | | 2020 | | Change |
| (in thousands) | | (in thousands) | | (in percentage) | | (in thousands) | | (in thousands) | | (in percentage) |
Interest expense and other income (loss), net | $ | (68) | | | $ | (381) | | | $ | 313 | | | (82.2) | % | | $ | (2,260) | | | $ | (930) | | | $ | (1,330) | | | 143.0 | % |
Interest expense and other income (loss), net decreased by $0.3 million during the three months ended December 31, 20172021 as compared to the same quarter last year was primarily due to a $1.1 million decrease in interest expenses as a result of higher interest refund from the Chinese government in the JV Company and one month less interest expense in the JV Company due to deconsolidation during the current quarter, offset by $0.8 million increase in foreign currency exchange loss as a result of the depreciation of RMB against USD.
Interest expense and other income (loss), net increased by $1.3 million during the six months ended December 31, 2021 as compared to the same period last year was primarily due to highera $1.8 million increase in foreign currency exchange lossesloss as a result of recentthe depreciation of USDRMB against RMB, partiallyUSD, offset by highera $0.5 million decrease in interest incomeexpenses as a result of one month less interest expense in the JV Company due to deconsolidation.
Gain on deconsolidation of the JV Company
Effective December 1, 2021, we entered into a share transfer agreement (the “STA”) with a third-party investor (the “Investor”), pursuant to which we sold to the Investor approximately 2.1% of outstanding equity interest held by us in the JV Company for an increaseaggregate purchase price of RMB 108 million or approximately $16.9 million (the “Transaction”). The STA contained customary representations, warranties and covenants. The Transaction was closed on December 2, 2021 (the “Closing Date”). As a result of the Transaction, as of the Closing Date, our equity interest in average cash balances.the JV Company decreased from 50.9% to 48.8%, Also, our right to designate directors on the board of JV Company was reduced to three (3) out of seven (7) directors, from four (4) directors prior to the Transaction. We no longer have a controlling financial interest in the JV Company under generally accepted accounting principles. Loss of control is deemed to have occurred when, among other things, a parent company owns less than a majority of the outstanding common stock in the subsidiary, lacks a controlling financial interest in the subsidiary and, is unable to unilaterally control the subsidiary through other means such as having, or the ability to obtain, a majority of the subsidiary’s Board of Directors. All of these loss of control factors were present for us as of December 2, 2021. Accordingly, since December 2, 2021, AOS has accounted for its investment in the JV Company using the equity method of accounting. On December 24, 2021, we entered into a STA with another third-party investor, pursuant to which we sold to this investor 1.1% of outstanding equity interest held by us in the JV Company for an aggregate purchase price of RMB 60 million or approximately $9.4 million. In addition, the JV Company adopted an employee equity incentive plan and issued an equity interest equivalent to 3.99% of the JV Company to exchange in cash. As a result, the Company owned 45.8% of the equity interest in the JV Company as of December 31, 2021. On January 26, 2022, the JV Company completed a financing transaction pursuant to a corporate financing agreement (the “Financing Agreement”) between the JV Company and certain third-party investors (the “New Investors”).Under the Financing Agreement, the New Investors purchased newly issued equity interest of JV for a total purchase price of RMB 509 million (or approximately $80 million based on the currency exchange rate as of January 26, 2022) (the “Investment”). Following the closing of the Investment, the percentage of outstanding JV equity interest beneficially owned by us was reduced to 42.2%.
Income tax expense
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2017 | | 2016 | | Change | | 2017 | | 2016 | | Change |
| (in thousands) | | (in thousands) | | (in percentage) | | (in thousands) | | (in thousands) | | (in percentage) |
Income tax expense (benefit) | $ | (2,072 | ) | | $ | 1,085 |
| | $ | (3,157 | ) | | (291.0 | )% | | $ | (798 | ) | | $ | 2,322 |
| | $ | (3,120 | ) | | (134.4 | )% |
ForDuring the three months ended December 31, 2017,2021, we recorded a $399.1 million of gain on deconsolidation of the JV Company and a $7.6 million of net loss on changes of equity interest in the JV Company.
Income tax expense | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Six Months Ended December 31, |
| 2021 | | 2020 | | Change | | 2021 | | 2020 | | Change |
| (in thousands) | | (in thousands) | | (in percentage) | | (in thousands) | | (in thousands) | | (in percentage) |
Income tax expense | $ | 34,096 | | | $ | 669 | | | $ | 33,427 | | | 4,996.6 | % | | $ | 35,416 | | | $ | 1,680 | | | $ | 33,736 | | | 2,008.1 | % |
The Company recognized income tax benefitexpense of approximately $2.1$34.1 million which included a discrete tax benefit of $2.7and $0.7 million related to re-measuring the Company’s U.S. deferred tax assets and liabilities following enactment of the 2017 U.S. Tax Cut and Jobs Act in December 2017. Forfor the three months ended December 31, 2016, we recognized2021 and 2020, respectively. The income tax expense of $1.1 million.$34.1 million for the three months ended December 31, 2021 included a $32.8 million discrete tax expense related to the Company’s $391.5 million of income from the sale of equity
interest in a joint venture and the related deconsolidation gain as the Company switches from the consolidation method of accounting to the equity method of accounting related to this investment and no longer asserts permanent reinvestment related to the Company’s investment in the joint venture. The income tax expense of $0.7 million for the three months ended December 31, 2020 included a $0.01 million discrete tax expense. Excluding the discrete income tax expense,items ($391.5 million of income from the estimatedsale of equity interest in a joint venture and the related deconsolidation gain as well as other discrete items), the effective tax rate for the three months ended December 31, 20172021 and 2020 was 31.4% compared to 39.1%4.7% and 5.0%, respectively. The changes in the tax expense and effective tax rate between the periods resulted primarily from the Company reporting pretax book income of $419.1 million ($27.6 million of pretax book income excluding the $391.5 million of income from the sale of equity interest in a joint venture and the related deconsolidation gain) for the three months ended December 31, 2016. 2021 as compared to a pretax book income of $13.2 million for the three months ended December 31, 2020.
The changes in the effective tax rate andCompany recognized income tax expense between the periods resulted primarily from the reduction in the U.S. corporate tax rate following the enactment of the 2017 U.S. Tax Cutapproximately $35.4 million and Jobs Act along with changes in the mix of earnings in various geographic jurisdictions between the current year and the same period of last year.
For$1.7 million for the six months ended December 31, 2017, we recognized an2021 and 2020, respectively. The income tax benefitexpense of approximately $0.8$35.4 million which included a discrete tax benefit of $2.7 million largely related to re-measuring our U.S. deferred tax assets and liabilities following enactment of the 2017 U.S. Tax Cut and Jobs Act in December 2017. Forfor the six months ended December 31, 2016, we recognized2021 included a $32.8 million discrete tax expense related to the Company’s $391.5 million of income from the sale of equity interest in a joint venture and the related deconsolidation gain as the Company switches from the consolidation method of accounting to the equity method of accounting related to this investment and no longer asserts permanent reinvestment related to the Company’s investment in the joint venture as well as $0.1 million for other discrete income tax items. The income tax expense of approximately $2.3 million.$1.7 million for the six months ended December 31, 2020 included a $0.02 million discrete tax benefit. Excluding the discrete income tax items ($391.5 million of income from the estimatedsale of equity interest in a joint venture and the related deconsolidation gain as well as other discrete items), the effective tax rate for the six months ended December 31, 20172021 and 2020 was 24.0% compared to 35.6%5.0% and 7.4%, respectively. The changes in the tax expense and effective tax rate between the periods resulted primarily from the Company reporting pretax book income of $441.9 million ($50.4 million of pretax book income excluding the $391.5 million of income from the sale of equity interest in a joint venture and the related deconsolidation gain) for the six months ended December 31, 2016. The changes in2021 as compared to a pretax book income of $23.0 million for the effective tax rate and tax expense between the periods resulted primarily from the reduction in the U.S. corporate tax rate following the enactment of the 2017 U.S. Tax Cut and Jobs Act along with changes in the mix of earnings in various geographic jurisdictions between the current year and the same period of last year.six months ended December 31, 2020.
Liquidity and Capital Resources
Our principal need for liquidity and capital resources is to maintain sufficient working capital to support our operations and to invest adequate capital expenditures to grow of our business. To date, we finance our operations and capital expenditures primarily through funds generated from operations and borrowingborrowings under our term loan.loans, financing lease and other debt agreements.
On August 18, 2021, Jireh entered into a term loan agreement with a financial institution (the "Bank") in an amount up to $45.0 million for the purpose of expanding and upgrading the Company’s fabrication facility located in Oregon. The obligation under the loan agreement is secured by substantially all assets of Jireh and guaranteed by the Company. The agreement has a 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 LIBOR plus the applicable margin based on the outstanding balance of the loan. This agreement contains customary restrictive covenants and includes certain financial covenants that require the Company to maintain. As of December 31, 2021, there was no outstanding balance under the loan.
On October 2019, the Company's subsidiary in China entered into a line of credit facility with Bank of Communications Limited in China. This line of credit matures on February 14, 2021 and is based on the China Base Rate multiplied by 1.05, or 4.99% on October 31, 2019. The purpose of the credit facility is to provide short-term borrowings. The Company could borrow up to approximately RMB 60.0 million or $8.5 million based on the currency exchange rate between the RMB and the U.S. Dollar on October 31, 2019. In September 2021, this line of credit was renewed with maximum borrowings up to RMB 140.0 million with the same terms and a maturity date of September 18, 2022. During the three months ended December 31, 2021, the Company borrowed RMB 11.0 million, or $1.7 million, at an interest rate of 3.85% per annum, with principal due on November 18, 2022. As of December 31, 2021, the total outstanding balance of this loan was $1.7 million.
On November 16, 2018, the Company's subsidiary in China entered into a line of credit facility with Industrial and Commercial Bank of China. The purpose of the credit facility was to provide short-term borrowings. The Company could borrow up to approximately RMB 72.0 million or $10.3 million based on currency exchange rate between RMB and U.S. Dollar on November 16, 2018. The RMB 72.0 million consists of RMB 27.0 million for trade borrowings with a maturity date of December 31, 2021, and RMB 45.0 million for working capital borrowings or trade borrowings with a maturity date of September 13, 2022. During the three months ended December 31, 2021, the Company borrowed RMB 5.0 million, or $0.8 million, at an interest rate of 3.7% per annum, with principal due on September 12, 2022. As of December 31, 2021, the total outstanding balance of this loan was $0.8 million.
On August 9, 2019, one of the Company's wholly-owned subsidiaries (the “Borrower”) entered into a factoring agreement with the Hongkong and Shanghai Banking Corporation Limited (“HSBC”), whereby the Borrower assigns certain of its accounts receivable with recourse. This factoring agreement allows the Borrower to borrow up to 70% of the net amount of its
eligible accounts receivable of the Borrower with a maximum amount of $30.0 million. The interest rate is based on one month London Interbank Offered Rate (“LIBOR”) plus 1.75% per annum. The Company is the guarantor for this agreement. The Company is accounting for this transaction as a secured borrowing under the Transfers and Servicing of Financial Assets guidance. In addition, any cash held in the restricted bank account controlled by HSBC has a legal right of offset against the borrowing. This agreement, with certain financial covenants required, has no expiration date. On August 11, 2021, the Borrower signed an agreement with HSBC to decrease the borrowing maximum amount to $8.0 million with certain financial covenants required. Other terms remain the same. As of December 31, 2021, the Borrower was in compliance with these covenants. As of December 31, 2021, there was no outstanding balance and the Company had unused credit of approximately $8.0 million.
On May 1, 2018, Jireh entered into a loan agreement with the Bank that provided a term loan in the amount of $17.8 million. The obligation under the loan agreement is secured by certain real estate assets of Jireh and guaranteed by the Company. The loan has a five-year term and matures on June 1, 2023. Beginning June 1, 2018, Jireh made consecutive monthly payments of principal and interest to the Bank. The outstanding principal accrues interest at a fixed rate of 5.04% per annum on the basis of a 360-day year. The loan agreement contains customary restrictive covenants and includes certain financial covenants that require the Company to maintain, on a consolidated basis, specified financial ratios. In August 2021, Jireh signed an amendment of this loan with the Bank to modify the financial covenants requirement to align with the new term loan agreement entered into on August 18, 2021 discussed above. The amendment was accounted for as a debt modification and no gain or loss was recognized. The Company was in compliance with these covenants as of December 31, 2021. As of December 31, 2021, the outstanding balance of the term loan was $14.6 million.
On August 15, 2017, our Oregon subsidiary, Jireh Semiconductor Incorporated (“Jireh”), entered into a credit agreement with a financial institution (the “Bank”)the Bank that providesprovided a term loan in an amount up to $30.0 million for the purpose of purchasing certain equipment for ourthe Company’s fabrication facility located in Oregon. The obligation under the credit agreement is secured by substantially all assets of Jireh and guaranteed by the Company. The credit agreement has a five-year term and matures on August 15, 2022. OnIn January 12,2018 and July 2018, Jireh drew down the loan in the amount of $13.2 million and as of January 31, 2018, the total outstanding balance under the loan was $13.2 million.$16.7 million, respectively. Beginning of Septemberin October 2018, Jireh is required to pay to the Bank on each payment date, the outstanding principal amount of the loan in monthly installments. The loan accrues interest based on an adjusted London Interbank Offered Rate ("LIBOR")LIBOR as defined in the credit agreement, plus a specified applicable margin in the range of 1.75% to 2.25%, based on the outstanding balance of the loan. The credit agreement contains customary restrictive covenants includingand includes certain financial covenants that require the Company to maintain, on a consolidated basis, specified financial ratios and fixed charge coverage ratio. We areIn August 2021, Jireh signed an amendment of this loan with the Bank to modify the financial covenants requirement to align with the new term loan agreement entered into on August 18, 2021 discussed above. The amendment was accounted for as a debt modification and no gain or loss was recognized. The Company was in compliance with these covenants.
In March 2016, we entered into the JV Agreement with an initial capitalizationcovenants as of $330.0 million. By December 31, 2017, the Chongqing Funds contributed a total of $120.0 million of initial capital in cash, and we contributed $10.0 million in cash and certain intangible assets, as well as certain packaging equipment as required by the JV Agreement by transferring the legal titles of such equipment to the JV Company. We expect the JV Company to commence initial production in mid-calendar year 2018. Over the long-term, the JV Company plans to construct and operate a 12-inch wafer fabrication facility for the manufacturing or semiconductor products. If both parties agree that the termination of the JV Company is the best interest of each party or the JV Company is bankrupt or insolvent where either party may terminate early, after paying the debts of the JV Company, the remaining assets of the JV Company shall be paid to the Chongqing Funds to cover the principal of its total paid-in contributions plus the interest at 10% simple annual rate prior to distributing the balance of the JV Company's assets to us.
In January 2017, the JV Company entered into the EPC Contract. The total price payable by the JV Company under the EPC Contract is Chinese Renminbi (RMB) 540.0 million, or approximately $78.0 million based on the currency exchange rate between RMB and U.S. Dollars on the Effective Date, which consists of $2.8 million (RMB 19.5 million) of design fees and $75.2 million (RMB 520.5 million) of construction and procurement fees. These fees will be paid by the JV Company pursuant to a payment schedule based on the progress of the construction and the achievements of specified milestones. The payment is subject to volatility as a result of exposure to fluctuations in RMB foreign exchange rates. The Design Fees and Construction Fees are paid by the JV Company pursuant to a payment schedule based on the progress of the construction and the achievements of specified milestones.2021. As of December 31, 2017,2021, the JV Company paid approximately $37.0 million (RMB 243.8 million), and expect to pay the remaining of $44.9 million (RMB 296.2 million) in calendar year 2018. In addition, we expect that during the fiscal quarter ending March 31, 2018, the Chongqing Funds will make additional cash contribution to the JV Company pursuant to the termsoutstanding balance of the JV Agreement, primarily to cover the remaining costs of the building construction and a portion of the purchase of equipment. Notwithstanding such contribution, we expect the JV Company will be required to obtain additional financing in order to fund the remaining portion of the acquisition of equipment necessary to commence production at the facility. However, there is no guarantee that the JV Company will be able to secure the required amount of financing from the lenders, or if such financing will be available on terms favorable to us. If the JV Company cannot secure sufficient financing, we may use a portion of our cash reserve to further capitalize and finance the JV Company.term loan was $5.6 million.
In September 2017, the Board of Directors terminated our prior repurchase program that was approved in 2015 and approved a new repurchase program (the “Repurchase Program”). The Repurchase Program allows that allowed us to repurchase our common shares from the open market pursuant to a pre-established Rule 10b5-1 trading plan or through privately negotiated transactions up to an aggregate of $30.0 million. The amount and timing of any repurchases under the Repurchase Program depend on a number of factors, including but not limited to, the trading price, volume and availability of our common shares. Shares repurchased under this program are accounted for as treasury shares and the total cost of shares repurchased is recorded as a reduction of shareholders'shareholders’ equity. There is no guarantee that such repurchases underWe did not repurchase any shares pursuant to the Purchase Program will enhanceRepurchase Plan during the value of our shares.
During the three and six months ended December 31, 2017,2021. Since the inception of the program, we repurchased 346,621an aggregate of 6,784,648 shares from the open market, for a total cost of $6.0$67.3 million, at an average price of $17.34 per share, under the share repurchase program. Since the inception of the prior repurchase program in 2010, we repurchased an aggregate of 6,069,714 shares from the open market including shares purchased in the Tender Offer for a total cost of $56.8 million, at an average price of $9.35$9.92 per share, excluding fees and related expenses. As of December 31, 2017,2021, of the 6,069,7146,784,648 repurchased shares, 122,154161,895 shares with a weighted average repurchase
price of $10.70$10.12 per share, were reissued at an average price of $6.06$5.16 per share pursuant to option exercises and vested restricted share units. We had $24.0$13.4 million remained available under the Repurchase Program as of December 31, 2017.2021.
We believe that our current cash and cash equivalents and cash flows from operations will be sufficient to meet our anticipated cash needs, including working capital and capital expenditures, for at least the next twelve months. In the long-term, we may require additional capital due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our cash is insufficient to meet our needs, we may seek to raise capital through equity or debt financing. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and may include operating and financial covenants that would restrict our operations. We cannot be certain that any financing will be available in the amounts we need or on terms acceptable to us, if at all.
JV Company Financing Transactions
From time to time the JV Company entered into financing and loan agreements with banks and other third parties to fund capital expenditures and other operational expenses in connection with the constructions and ramp-up of the manufacturing facility in Chongqing.Prior to the deconsolidation on December 2, 2021, the JV Company incurred debt through its own financing agreements, and our parent company and other subsidiaries were not parties to these agreements and do not provide any guarantee or security for JV Company’s debt, nor do we have direct access to any cash proceeds borrowed from such loan agreements.Following the deconsolidation, the JV Company’s debts and liabilities were removed from our Condensed Consolidated Balance Sheet as of December 31, 2021.
On May 9, 2018 (the “Effective Date”), the JV Company entered into a lease finance agreement and a security agreement (the “Agreements”) with YinHai Leasing Company and China Import/Export Bank (the “Lenders”). Pursuant to the Agreements, the Lenders agreed to provide an aggregate of RMB 400.0 million, or $62.8 million based on the currency exchange rate between RMB and U.S. Dollar on the Effective Date, of financing to the JV Company (the “Lease Financing”). In exchange for the Lease Financing, the JV Company agreed to transfer title of its assembly and testing equipment to the Lenders, and the Lenders leased such equipment to the JV Company under a five-year lease arrangement, pursuant to which the JV Company makes quarterly lease payments to the Lenders consisting of principal and interest based on a repayment schedule mutually agreed by the parties. The interest under the Lease Financing is accrued based on the China Base Rate multiplied by 1.15, or 5.4625% on the Effective Date. Under the Agreements, at the end of the five-year lease term, the Lenders agree to sell such equipment back to the JV Company for a nominal amount (RMB 1). The JV Company’s obligations under the Lease Financing are secured by the land and building owned by the JV Company (the “Collateral”). The proceeds from the Lease Financing were used primarily for the acquisition and installation of the 12-inch fabrication equipment and other expenses of the JV Company relating to the completion of the fabrication facility located in Chongqing. The Agreements contain customary representation, warranties and covenants, including restrictions on the transfer of the Collateral. The Agreements also contain customary events of default, including but not limited to, failure to make payments and breach of material terms under the Agreements. The Agreements include certain customary closing conditions, including the payment of deposit by the JV Company. On June 28, 2020, the parties entered into a modification to this agreement, pursuant to which the interest rate was changed to be the five-year loan prime rate in China plus 0.8125%, or 5.4625%. Other terms of this agreement remain the same. As of December 1, 2021, the outstanding balance of the Lease Financing of 163.0 million RMB (equivalent of $25.5 million based on the currency exchange rate as of December 1, 2021) was recorded under short-term and long-term finance lease liabilities on balance sheets. On December 2, 2021, the JV Company was deconsolidated from the Company, thus the lease financing was no longer on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2021.
On March 12, 2019, the JV Company entered into a loan agreement with The Export-Import Bank of China in the aggregate principal amount of RMB 200.0 million (approximately $29.8 million based on currency exchange rate between RMB and U.S. Dollar on March 31, 2019). The loan will mature on February 20, 2025. The JV Company drew down RMB 190.0 million and RMB 10.0 million in March 2019 and December 2019, respectively. The interest is accrued based on the China Base Rate multiplied by 1.1, or 5.39%. The loan requires quarterly interest payments. The principal payments are required to be paid every 6 months over the term of loan commencing in October 2019. This loan is secured by the buildings and certain equipment owned by the JV Company with a carrying value of $88.3 million as of December 1, 2021. As a condition of the loan arrangement, 14.0 million RMB (approximately $2.0 million) of cash is held as restricted cash by the JV Company as a compensating balance at the bank until the principal is paid. On June 24, 2020, a modification of this loan was signed, pursuant to which the interest rate was changed to be based on the five-year loan prime rate in China plus 0.74%, or 5.39%. Other terms of this loan remain the same. As of December 1, 2021, the outstanding balance of the loan was 171.0 million RMB (equivalent of $26.7 million based on the currency exchange rate as of December 1, 2021). On December 2, 2021, the JV Company was deconsolidated from the Company, thus the loan was no longer on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2021.
In December 2019, the JV Company entered into a loan agreement with China Development Bank in the amount of $24.0 million. The obligation under the loan agreement is secured by certain assets of the JV Company with a carrying value of $104.1 million as of December 1, 2021. The JV Company is required to make consecutive semi-annual payments of principal until December 8, 2024. The interest is accrued based on the LIBOR rate plus 2.8%. The interest is required to be paid on March 21 and September 21 each year. As of December 1, 2021, the outstanding balance of the loan was $16.8 million. On December 2, 2021, the JV Company was deconsolidated from the Company, thus the loan was no longer on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2021.
On April 26, 2020, the JV Company entered into a loan agreement with China Development Bank, Agricultural Bank of China, China Merchants Bank and Chongqing Rural Commercial Bank (collectively, the “Banks”) in the aggregate principal amount of RMB 250 million (approximately $35.7 million based on the currency exchange rate between RMB and U.S. Dollar
on April 26, 2020). The obligation under the loan agreement is secured by certain assets of the JV Company. The obligation under the loan agreement is secured by certain assets of the JV Company with a carrying value of $104.1 million as of December 1, 2021. The JV Company is required to make consecutive semi-annual payments of principal until December 8, 2024. Interest payments are due on March 20, June 20, September 20 and December 20 of each year based on the LPR plus 1.3%. The JV Company drew down RMB 250.0 million (approximately $35.3 million based on the currency exchange rate between RMB and U.S. Dollar on June 30, 2020) in April 2020. As of December 1, 2021, the outstanding balance of the loan was $31.3 million. On December 2, 2021, the JV Company was deconsolidated from the Company, thus the loan was no longer on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2021.
On November 13, 2020, the JV Company entered into a one-year loan agreement with China Merchant Bank in China. The JV Company can borrow up to RMB 50.0 million, or $7.6 million, based on the currency exchange rate between RMB and U.S. Dollar on November 13, 2020. The loan's interest rates are based on the China one-year loan prime rate (“LPR”) plus 1.4% per annum. Interest payments are due quarterly with the entire principal due not later than November 19, 2021. During the three months ended December 31, 2020, the JV Company borrowed RMB 50.0 million, or $7.6 million, at an interest rate of 5.25% per annum. As of December 1, 2021, there was was no outstanding balance under the loan. On December 2, 2021, the JV Company was deconsolidated from the Company, thus the loan was no longer on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2021.
On April 19, 2021, the JV Company entered into a loan agreement with China Everbright Bank in China to borrow a maximum of Chinese Renminbi (“RMB”) 100 million. The borrowing can be in RMB or U.S. Dollar (“USD”). The loan consists of RMB 50 million for working capital borrowings in Chinese yuan and RMB 50 million for borrowing in USD. The loan is collateralized by eligible accounts receivable. On April 19, 2021, the JV Company borrowed RMB 50.0 million, or $7.7 million based on the currency exchange rate between RMB and USD on April 19, 2021, at an interest rate of 5.1% per annum. The interest payments are due quarterly with the entire principal due no later than May 19, 2022. As of December 1, 2021, the total outstanding balance of the loans was $15.4 million including $3.4 million borrowed on September 22, 2021 and $4.2 million borrowed on November 23, 2021, at interest rate of 2.7% per annum, with principal due on December 12, 2021 and February 15, 2022, respectively. On December 2, 2021, the JV Company was deconsolidated from the Company, thus these loans were no longer on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2021.
On June 29, 2021, the JV Company entered into a one-year loan agreement with China CITIC Bank in China to borrow a maximum of $7.7 million. Interest payments are due on the 20th of each quarter commencing on September 20, 2021, and the entire principal is due on June 29, 2022. As of December 1, 2021, the outstanding balance of this loan was $7.7 million at an interest rate of 3.49% per annum. On December 2, 2021, the JV Company was deconsolidated from the Company, thus this loan was no longer on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2021.
Cash, and cash equivalents and restricted cash
As of December 31, 20172021 and June 30, 2017,2021, we had $146.2had $269.6 million and $115.7 and $204.8 million of cash, and cash equivalents and restricted cash, respectively. Our cash, and cash equivalents and restricted cash primarily consist of cash on hand, restricted cash, and short-term bank deposits with original maturities of three months or less. Of the $146.2 $269.6 million and $115.7$204.8 million cash, and cash equivalents $130.5and restricted cash, $223.6 million and $73.9$134.6 million, respectively, are deposited with financial institutions outside the United States.
The following table shows our cash flows from operating, investing and financing activities for the periods indicated:
| | | | | | | | | | | |
| Six Months Ended December 31, |
| 2021 | | 2020 |
| (in thousands) |
Net cash provided by operating activities | $ | 131,374 | | | $ | 45,933 | |
Net cash used in investing activities | (47,709) | | | (24,639) | |
Net cash used in financing activities | (19,165) | | | (4,779) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 307 | | | 4,120 | |
| | | |
Net increase in cash, cash equivalents and restricted cash | $ | 64,807 | | | $ | 20,635 | |
| | | |
|
| | | | | | | |
| Six Months Ended December 31, |
| 2017 | | 2016 |
| (in thousands) |
Net cash provided by operating activities | $ | 21,854 |
| | $ | 18,069 |
|
Net cash used in investing activities | (75,123 | ) | | (23,464 | ) |
Net cash provided by financing activities | 82,529 |
| | 40,973 |
|
Effect of exchange rate changes on cash and cash equivalents | 1,241 |
| | (559 | ) |
| | | |
Net increase in cash and cash equivalents | $ | 30,501 |
| | $ | 35,019 |
|
| | | |
Cash flows from operating activities
Net cash provided by operating activities of $21.9$131.4 million for the six months ended December 31, 20172021 resulted primarily from net income of $8.5$406.4 million and non-cash expenses of $18.2 million, offset by net changes in assets and liabilities using cash of $4.8$47.5 million, partially offset by non-cash expenses of $322.5 million. The non-cash expenses of $18.2$322.5 million primarily included a $14.4$399.1 million of gain on deconsolidation of the JV Company, partially offset by $7.6 million of loss on changes of equity interest in the JV Company, $29.3 million of deferred income tax on deconsolidation and changes of equity interest in the JV Company, $25.7 million of depreciation and amortization expenses, a $6.0$13.2 million of share-based compensation expense, and a $(2.2)$0.7 million of deferred income taxes. The net changes in assets and liabilities of $4.8$47.5 million were primarily due to a 9.4$70.3 million increase in accrued and other liabilities, a $3.5 million of income taxes payable on deconsolidation and changes of equity interest in the JV Company, a $11.6 million increase in accounts payable due to timing of payments, a $1.3 million increase in income taxes payable, and a $3.9 million decrease in accounts receivable as a result of timing of the shipments and payments collected, partially offset by a $28.5 million increase in inventories as a $9.1result of preparation of uncertainty of supply chains, a $8.9 million increase in other current and long termlong-term assets due to increase in advance payments to vendors, and a $5.8 million decrease in other receivable from equity investee.
Net cash provided by operating activities of $45.9 million for the six months ended December 31, 2020 resulted primarily from net income of $21.3 million and non-cash expenses of $32.1 million, partially offset by net changes in assets and liabilities using cash of $7.5 million. The non-cash expenses of $32.1 million primarily included $25.7 million of depreciation and amortization expenses, $6.1 million of share-based compensation expense and $0.3 million of deferred income taxes. The net changes in assets and liabilities of $7.5 million were primarily due to a $11.7 million increase in accounts receivable as a result of higher revenue, a $8.8 million increase in inventories due to a continued ramp of the JV Company, a $1.8 million increase in other current and long-term assets due to increase in advance payments to vendors, and a $0.4 million decrease in income taxesaccounts payable due to timing of payments, partially offset by a $4.1 million decrease in accounts receivable from timing of billings and collection of payments, a $8.1$14.3 million increase in accrued and other liabilities and a $1.9$0.8 million increase in accounts payable due to timing of payment.income taxes payable.
Cash flows from investing activities
Net cash provided by operatingused in investing activities of $18.1 $47.7 million forfor the six months ended December 31, 2016 resulted2021 was primarily from net incomeattributable to cash disposed upon deconsolidation of $4.1the JV Company of $20.7 million, and non-cash expenses of $22.3 million, offset by net changes in assets and liabilities of $8.4 million. The non-cash expenses of $22.3 million include a $13.3 million of depreciation and amortization expenses, a $2.9 million of share-based compensation expense, a $0.4 million of gain on disposalpurchases of property and equipment of $15.0 million for the JV Company, and a $6.6purchases of property and equipment of $39.5 million of deferred income taxes. The net changes in assets and liabilities of $8.4 million were primarily due to a $7.0 million increase infor other current and long term assets due to increase in advance payments to vendors, a $4.6 million decrease in accounts payable due to timing of payment, a $1.4 million increase in inventories,than the JV Company, partially offset by $2.1proceeds from the sale of equity interest in the JV Company of $26.3 million decrease in accounts receivable from timingand government grants related to fixed assets of billings and collection of payments, a $2.3 million increase in accrued and other liabilities and $0.3 million increase in income taxes payable.$1.2 million.
Cash flows from investing activities
Net cash used in investing activities of $75.1 $24.6 million forfor the six months ended December 31, 20172020 was primarily attributable to $64.8$24.8 million purchases of property and equipment, including $41.6$9.9 million purchase inpurchased by the Joint Venture Company and $10.4 million in purchases of intangible asset during the quarter.
Net cash used in investing activities of $23.5 million for the six months ended December 31, 2016 was primarily attributable to $23.7 million purchases of property and equipment and land to increase our in-house production capacity and to support the Joint Venture Company, as well as $0.1 million increase in restricted cash, partially offset by $0.4 million proceeds from sale of certain equipment.JV Company.
Cash flows from financing activities
Net cash used in financing activities of $82.5$19.2 million for the six months ended December 31, 20172021 was primarily attributable to $87.0$31.4 million proceeds from investment by noncontrolling interest and $2.2 millionin repayments of proceeds from exercise of stock options and issuance of shares und the ESPP, partially offset by $6.0 million for repurchase of our common shares under the repurchase program, $0.4borrowings, $4.2 million in payment of capitalfinance lease obligations, and $0.2$0.6 million in common shares acquired to settle withholding tax related to vesting of restricted stock units.
Net cash used in financing activities of $41.0 million for the six months ended December 31, 2016 was primarily attributable to $33.0 million proceeds from investmentunits, partially offset by noncontrolling interest and $8.7$2.7 million of proceeds from exercise of stock options and issuanceESPP and $14.3 million proceeds from borrowings.
Net cash used in financing activities of shares under$4.8 million for the ESPP, partially offset by $0.4six months ended December 31, 2020 was primarily attributable to $29.9 million in repayments of borrowings, $8.1 million in payment of capitalfinance lease obligations, and $0.3$1.0 million in common shares acquired to settle withholding tax related to vesting of restricted stock units.units, partially offset by $31.0 million proceeds from borrowings and $3.2 million of proceeds from exercise of stock options and ESPP.
Capital expenditures
Capital expenditures were $64.8 million and $23.7 million for the six months ended December 31, 2017 and 2016, respectively. The increase in capital expenditure was primarily due to EPC construction payment in connection with the JV Transaction, additional purchase of equipment and assets, and investment in R&D to improve our technology and support our new product introductions. In general, our capital expenditures primarily consists of purchases of equipment for our packaging and testing services and for our Oregon fab, purchases of equipment and construction payment in Chongqing for the Joint Venture Company, investment in new technology as well as for upgrading our operational and financial systems. We expect that our capital expenditures will continue to increase in order to support the JV Transaction, including additional costs associated with pre-production activities of the JV Company. We also expect capital expenditure to increase as we accelerate the development of our new digital power business.
Commitments
See Note 1012 of the Notes to the Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q for a description of commitments.
Off-Balance Sheet Arrangements
As of December 31, 2017,2021, we had no material off-balance sheet arrangements as defined in Regulation S-K 303(a)(4)(ii) arrangements.
Contractual Obligations
There were no material changes outside of our ordinary course of business in our contractual obligations from those disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2017.2021.
Recent Accounting Pronouncements
See Note 1 of the Notes to the Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on results of operations and financial condition, which is incorporated herein by reference.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the market risks previously disclosed in Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," of our Annual Report on Form 10-K for the year ended June 30, 2017,2021, filed with the SEC on September 5, 2017.August 30, 2021.
ITEM 4. CONTROLS AND PROCEDURES
Management's Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)), as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of December 31, 20172021 have been designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC'sSEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the threesix months ended December 31, 20172021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitation on Effectiveness of Controls
While our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance that their respective objectives will be met, we do not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors and all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are
As previously disclosed, the DOJ commenced an investigation into the Company’s compliance with export control regulations relating to its business transactions with Huawei and its affiliates (“Huawei”), which were added to the “Entity List” by the DOC in May 2019. The Company is cooperating fully with federal authorities in the investigation. The Company has continued to respond to inquiries and requests from DOJ for documents and information relating to the investigation, and the matter is currently pending at DOJ, and DOJ has not provided the Company with any specific timeline or indication as to when the investigation will be concluded or resolved. In connection with this investigation, DOC previously requested the Company to suspend shipments of its products to Huawei. The Company complied with such request, and the Company has not shipped any product to Huawei after December 31, 2019. The Company continues to work with DOC to resolve this issue and requested DOC to grant permission to reinstate the Company’s shipments to Huawei. As part of this process and in response to DOC’s request, the Company provided certain documents and materials relating to the Company’s supply chain and shipment process to DOC, and DOC is currently reviewing this matter. DOC has not informed the Company of any specific timeline or schedule under which DOC will provide a partyresponse to the Company’s request.
On March 19, 2020, Darryl Gray, a stockholder of the Company (the “Plaintiff”), filed a putative class action complaint in the United States District Court for the Southern District of New York (the “Gray Action”), alleging that the Company and its management members made material misstatements or omissions regarding the Company’s business and operations, including its export control practices relating to business transactions with Huawei and its affiliates. The Gray Action asserts claims under Section 10(b) of the Exchange Act against the Company, its Chief Executive Officer and Chief Financial Officer (collectively, the Defendants”), as well as claims under Section 20(a) of the Exchange Act against the Chief Executive Officer and Chief Financial Officer. Among other remedies, the Gray Action seeks to recover compensatory and other damages as well as attorney’s fees and costs.
On May 18, 2020, Plaintiff moved for an order appointing him as Lead Plaintiff pursuant to Section 21D of the Exchange Act and approving Glancy Prongay & Murray LLP as Lead Counsel for the putative class (the “Motion”). On July 1, 2020, the Court entered an order granting the Motion and requiring that: (i) Lead Plaintiff file an amended complaint or designate the current complaint as operative within sixty days; (ii) Defendants answer the complaint or otherwise move within sixty days of such filing or designation; (iii) Lead Plaintiff file an opposition, if any, material legal proceedings. within 45 days; and (iv) Defendants file a reply, if any, forty-five days thereafter. On August 28, 2020, Plaintiff filed an amended complaint asserting the same claims against the Defendants, and adding the Company’s Executive Vice President of Product Line as a defendant on both claims. On October 27, 2020, the Defendants moved to dismiss the action in its entirety. Plaintiff filed his opposition on December 11, 2020 and Defendants filed their reply brief on January 25, 2021. On September 27, 2021, the Court entered an opinion and order granting Defendants’ motion and dismissing the amended complaint in its entirety. In so doing, the Court found, among other things, that Plaintiff failed adequately to allege that any of AOS’s indirect sales to Huawei were illegal, and therefore none of the Company’s statements regarding its positive performance or its efforts to contend with a difficult geopolitical climate and trade tensions could plausibly be seen as “inaccurate, incomplete, or misleading.” The Court’s order allowed Plaintiff an opportunity to file a second amended complaint by October 27, 2021. As of that date, however, no such filing was made and the a Joint Stipulation and Order of Dismissal was entered on November 9, 2021, dismissing the case with prejudice and directing the Clerk of Court to close the case.
We have 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, we could incur significant costs in the defense thereof or could suffer adverse effects on its operations.
ITEM 1A. RISK FACTORS
Item 1A of Part I of our Annual Report on Form 10-K for the year ended June 30, 2017,2020, filed with the SEC on September 5, 2017,August 30, 2021, contains risk factors identified by the Company. Except as set forthnoted below, there have been no material changes to the risk factors we previously disclosed in our filings with the SEC. Our operations could also be affected by additional factors that are not presently known to us or by factors that we currently consider immaterial to our business.
WeOur lack of control over the JV Company may not be able to fully realize the anticipated benefits and advantages fromadversely affect our joint venture with the Chongqing government.operations.
In March 2016, we entered into a joint venture contract (the “JV Agreement”) with two investment funds owned by the municipalities
The JV Company consists of Chongqing, China (the “Chongqing Funds”), pursuant to which we and the Chongqing Funds formed a joint venture (the “JV Company”) for the purpose of constructing a power semiconductor packaging/packaging, testing and 12-inch wafer fabrication facility.facility in Chongqing. The total initial capitalizationJV Company is our subcontractor, we rely and expect to continue to rely substantially on the JV Company to provide us with foundry capacity to develop and manufacture our products and to enhance our market position in China. Since the formation of the JV Company, we have retained control over the business operation of the JV Company through our majority equity ownership and board representation. In December 2021, we relinquished control over the JV Company through a series of transactions, including the sale of a portion of our equity interests in the JV Company and issuance of additional equity interests by the JV Company to raise capital. As a result of these transactions, we currently own approximately 42.2% of outstanding equity interest in the JV Company and has the right to designate three (3) out of seven (7) directors, instead of four (4) directors prior to such transaction. The reduction of our equity ownership of the JV Company is $330.0 million (the “Initial Capitalization”), which consistspart of (i) a total of $162.0 million of cash contribution fromplan to enable the Chongqing Funds; (ii) $74.0 million of existing packagingJV Company to raise capital more easily and testing equipment owned by us located in Shanghai, China; (iii) certain intellectual property rights, including patents, held by us relating to facilitate a future public listing on the manufacturing technology valued at $84.0 million;Science and (iv) $10.0 million of cash contribution by us. We own 51%, and the Chongqing Funds owns 49%,Technology innovAtion boaRd, or STAR Market, of the equityShanghai Stock Exchange (the “China IPO”). Such reduction also caused the deconsolidation of the JV Company’s financial statements from our Consolidated Financial Statements.
Because we no longer have a controlling interest in the JV Company. The Initial Capitalization will be completed in stages.
AsCompany, the JV Company is completing the construction of its assemblyoperating and wafer fabrication facilities, we anticipate the pre-production costswill continue to operate more independently, and our influence on all aspects of the facilitiesJV Company’s business operations will increase significantly inbe diminished. Accordingly, we might not be able to prevent the short term, including costs relatingJV Company from taking actions adverse to our interests. For example, while we remain a major customer of the installationJV Company, the JV Company may decide to enter into business relationships with other customers and allocate foundry capacities to such customers, which may prevent us from securing a desirable or sufficient level of equipment;manufacturing capacity for our products. Even if the performance of qualification procedures; increased demand for electrical power and utility; increased headcounts as a result of hiring additional personnel, staff and operators; and establishment of additional administrative and management functions and systems. In the short term,JV Company agrees to continue allocating sufficient manufacturing capacity to us, we may not be able to generate sufficient revenue to offset these costs,negotiate or obtain favorable pricing or service terms, which may increase our expenses and in the long term,adversely affect our results of operations.
Our lack of control over the JV Company may not succeedalso make it more difficult for us to execute our broader business strategies in producing the anticipated levelChina, including our R&D, sales and marketing, product innovation efforts and protection of revenue, in which case these increased costs will negatively impact our results of operations.
We expectintellectual property rights, because the JV Company may decide not to commence initial packaging production upon the achievement of certain milestones set forthcooperate with us in the JV Agreement, including construction and funding milestones. Over the long-term, the JV Company expects to construct a 12-inch wafer fabrication facility for the production of power semiconductors. We may encounter unanticipated difficulties and obstacles that may delay or prevent the commencement of the JV Company's operation, some of which are outside of our control. These difficulties may include unexpected costs and delays in transferring our assembly and testing operations to the new facility; inability to coordinate and integrate the labor forces; failure of the Chongqing Funds to meet their obligations under the JV Agreement, such as delays in capitalizing the JV Company based on our original timeline; inability to secure sufficient financing from third parties to fund the operation and capital expenditure of the JV Company; and inability to provide customers with required services.these matters. In addition, while we may not be ableexpect to fully utilize our packaging and testing capacity during the period when our facilities are being transferred from Shanghai to Chongqing, which may negatively impact our business and results of operations.
Even if the joint venture is able to commence operation, we may not fully realize the anticipated benefits of the project, such as cost savings, improvement in working capital, increased gross margin, revenue and profitability, enhanced market shareachieve financial return for our products; and increased diversification of our products and customers. The establishment and operation of a new manufacturing facility involve significant risks and challenges, including, but are not limited to, the following:
Inability to gain or sustain sufficient new customers and market shares to offset the additional costs of building and operating a new facility;
Lack of sufficient control over the operation and finances of the joint venture;
Insufficient personnel with requisite expertise and experiences to operate a 12-in fabrication facility;
Inability to fully integrate the joint venture with our existing fabrication facility in Oregon, and inability to fully utilize both fabrication facilities;
Failure of Chongqing Funds to meet its obligations under the JV Agreement;
Difficulties in protecting and enforcing our intellectual property rights;
Difficulties in maintaining international communications and coordination between our locations in the U.S. and China;
Inability to take advantage of the expected tax savings;
Changes or uncertainties in economic, legal, regulatory, social and political conditions in China, and lack of transparency and certainty in the Chinese regulatory process;
Labor disputes and difficulties in recruiting new employees; and
Additional costs and complexity with compliance of local and state regulations of Chongqing.
In January 2017, we entered into the EPC Contract with the Contractor for the purpose of constructing the manufacturing facility contemplated under the JV Agreement. The EPC Contract requires us to make payments to the Contractor pursuant to a schedule based on the progress of the construction and the achievements of specified milestones. However, we do not have full control over the work performed by the Contractor. If the Contractor is not able to complete its work in accordance with the schedule we initially agreed, or if the quality of work performed by the Contractor fails to meet our standard, or a dispute occurs between us and the Contractor regarding such work, the JV Transaction will be delayed, which will have an adverse effect on our business operation and financial conditions. Furthermore, the EPC Contract contemplates a specified design and architecture for the manufacturing facility based on our current projection. As the construction proceeds, we or the Contractor may encounter difficulties or unexpected events that would require us to make material modifications to such design and architecture, which will increase our costs significantly and delay the progress of the JV Transaction.
Any of the foregoing risks could materially reduce the expected return on our investment in the JV TransactionCompany as a result of the China IPO, the China IPO process is complex, time-consuming and adversely affects our business operations, financial performance and the trading pricesubject to a number of our shares.
We may not be able to successfully develop our digital power business.
In September 2017, we entered into a license agreement with STMicro, which allows us to develop and market certain digital multi-phase controller products and enter into a new market, primarily in the computer server segment. We are in the process of developing this new digital power business and expect to incur significant startup costs, including costs relating to recruiting and hiring of qualified engineers and technical staff; development of marketing and sales infrastructure, particularly in the computer server market; and other research and development and management activities. We do not expect this new business to generate sufficient revenue to offset our costs in the short term,risks and there is no guarantee that the China IPO will be completed in a timely manner, or at all, and the JV Company’s failure to close the China IPO will negatively affect our attemptinvestment in the JV Company.
In order to developfund its capital expenditures and cost of operation, the JV Company has incurred a profitable digital businesssignificant amount of indebtedness from third-party lenders under several loan and lease financing agreements, some of which are secured by substantially all of the assets of the JV Company. If the JV Company is not able to generate sufficient cash flow to make payments under these loans, the JV Company may be in default, which will ultimately succeed. The success of our new digital power business depends on a number of factors, including the following:
competition from other companies with greater resources;
the availability of and ouradversely affect its ability to recruitcontinue operations and attract qualified personnel;
our lack of experience inprovide foundry services to us. In addition, the digital power market;
difficulties in designing products acceptableJV Company requires additional funding to customers;continue its operations and
sales to refinance its existing indebtedness. There is no guarantee that the JV Company will be able to obtain financing on favorable terms, or at all, and marketing capability.
Any one of these factorsany such failure may negatively impact our ability to create a successful digital power business, which will adversely affect our financial condition and results of operation.access its wafer manufacturing capacity.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In September 2017, the Board of Directors terminated our prior repurchase program that was approved in 2015 and approved a new repurchase program (the “Repurchase Program”), which allows that allowed us to repurchase our common shares from the open market pursuant to a pre-established Rule 10b5-1 trading plan or through privately negotiated transactions up to an aggregate of $30.0 million. The amount and timing of any repurchases under the Repurchase Program depend on a number of factors, including but not limited to, the trading price, volume and availability of our common shares. There is no guarantee that such repurchases under the Repurchase Program will enhance the value of our shares. Shares repurchased under this program are accounted for as treasury shares and the total cost of shares repurchased is recorded as a reduction of shareholders' equity. There is no guarantee that such repurchasesDuring the three months ended December 31, 2021, we did not repurchase any shares under the Repurchase Program will enhance the value of our shares.Program. As of December 31, 2017,2021, approximately $24.0 $13.4 million remained available under the Repurchase Program.
The following table sets for the share repurchases under this program during the second fiscal quarter ended December 31, 2017.
|
| | | | | | | | | | | | | | | | | | | | | | |
Period | | Total Number of Shares (or Units) Purchased | | Average Price Paid per Share (or Unit) | | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Be Purchased Under the Plans or Programs |
October 1, 2017 to October 31, 2017 | | 171,023 |
| | | | $ | 17.27 |
| | | | 171,023 |
| | | | | | | |
November 1, 2017 to November 30, 2017 | | 58,469 |
| | | | $ | 17.47 |
| | | | 58,469 |
| | | | | | | |
December 1, 2017 to December 31, 2017 | | 117,129 |
| | | | $ | 17.38 |
| | | | 117,129 |
| | | | | | | |
Total repurchase during the three months ended December 31, 2017 | | 346,621 |
| | | | $ | 17.34 |
| | | | 346,621 |
| | | | $ | 23,989,000 |
| | |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS
|
| | | | |
3.110.1 * | |
10.2 * |
|
10.1(+)31.1 | |
31.1 | |
31.2 | |
32.1 | |
32.2 | |
101.INS | Inline XBRL Instance |
101.SCH | Inline XBRL Taxonomy Extension Schema |
101.CAL | Inline XBRL Taxonomy Extension Calculation |
101.DEF | Inline XBRL Taxonomy Extension Definition |
101.LAB | Inline XBRL Taxonomy Extension Labels |
101.PRE | Inline XBRL Taxonomy Extension Presentation |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
| |
(+) Indicates management contract or compensatory plan or arrangement.* Portions of this exhibit have been omitted pursuant to item 601(b)(10)(iv) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
February 8, 2018
| | | | | |
ALPHA AND OMEGA SEMICONDUCTOR LIMITED |
| |
ALPHA AND OMEGA SEMICONDUCTOR LIMITED |
By: | |
By: | /s/ YIFAN LIANG |
| Yifan Liang |
| Chief Financial Officer and Corporate Secretary |
| (Principal Financial Officer) |