Business Wire | May 5, 2021 04:01PM EDT

Alpha and Omega Semiconductor Reports Financial Results for the Fiscal Third Quarter of 2021 Ended March 31, 2021

May 05, 2021

SUNNYVALE, Calif.--(BUSINESS WIRE)--May 05, 2021--Alpha and Omega Semiconductor Limited ("AOS") (NASDAQ: AOSL) today reported financial results for the fiscal third quarter of 2021 ended March 31, 2021.

The results for the fiscal third quarter of 2021 ended March 31, 2021 were as follows:

GAAP Financial Comparison

Quarterly

(in millions, except percentage and per share data)

(unaudited)

Three Months Ended

March 31, December March 31, 2021 31, 2020 2020

Revenue $ 169.2 $ 158.8 $ 106.9

Gross Margin 31.1 % 30.7 % 21.0 %

Operating Income (Loss) $ 17.8 $ 13.6 $ (8.6 )

Net Income (Loss) Attributable to AOS $ 16.1 $ 12.9 $ (6.5 )

Net Income (Loss) Per Share Attributable to $ 0.58 $ 0.47 $ (0.26 ) AOS - Diluted

Non-GAAP Financial Comparison

Quarterly

(in millions, except percentage and per share data)

(unaudited)

Three Months Ended

March 31, 2021

December 31, 2020

March 31, 2020

Revenue

$

169.2

$

158.8

$

106.9

Non-GAAP Gross Margin

31.9

%

31.4

%

27.5

%

Non-GAAP Operating Income

$

23.0

$

18.5

$

3.5

Non-GAAP Net Income Attributable to AOS

$

21.4

$

17.8

$

2.9

Non-GAAP Net Income Per Share Attributable to AOS - Diluted

$

0.77

$

0.65

$

0.11

The non-GAAP financial measures in the schedule above and under the section "Financial Results for Fiscal Q3 Ended March 31, 2021" below exclude the effect of share-based compensation expenses and legal costs related to government investigation in each of the periods presented, production ramp up costs and impairment of privately-held investment for the three months ended March 31, 2020, as well as amortization of purchased intangible for the three months ended March 31, 2021 and December 31, 2020. A detailed reconciliation of GAAP and non-GAAP financial measures is included at the end of this press release.

Financial Results for Fiscal Q3 Ended March 31, 2021

* Revenue was $169.2 million, an increase of 6.5% from the prior quarter and an increase of 58.4% from the same quarter last year. * GAAP gross margin was 31.1%, up from 30.7% in the prior quarter and up from 21.0% in the same quarter last year. * Non-GAAP gross margin was 31.9%, up from 31.4% in the prior quarter and up from 27.5% in the same quarter last year. * GAAP operating expenses were $34.9 million, up from $35.2 million in the prior quarter and up from $31.1 million in the same quarter last year. * Non-GAAP operating expenses were $30.9 million, a decrease of $0.5 million from last quarter and an increase of $4.5 million from the same quarter last year. * GAAP operating income was $17.8 million, up from $13.6 million in the prior quarter and up from $8.6 million loss in the same quarter last year. * Non-GAAP operating income was $23.0 million as compared to $18.5 million for the prior quarter and $3.5 million for the same quarter last year. * GAAP net income per share attributable to AOS was $0.58, compared to $0.47 net income per share for the prior quarter and $0.26 net loss per share for the same quarter a year ago. * Non-GAAP net income per share attributable to AOS was $0.77 compared to $0.65 for the prior quarter and $0.11 for the same quarter a year ago. * Consolidated cash flow provided by operating activities was $38.6 million, compared to $36.1 million in the prior quarter. Operating cash flow provided by AOS alone (excluding the JV Company) was $33.3 million, compared to $35.7 million in the prior quarter. * The Company closed the quarter with $192.1 million of cash and cash equivalents, including $33.8 million cash balance at the JV Company.

AOS Chairman and Chief Executive Officer Dr. Mike Chang commented, "Business momentum continued in the March quarter. We saw robust shipments across most of our product categories, grew revenue by 58% year-over-year, executed our plan to address the strong end market demand, optimized our product mix, and continued to take a disciplined approach to our spending. All of this resulted in non-GAAP gross margin of 31.9% and non-GAAP EPS of $0.77, which increased by seven times year-over-year."

Dr. Chang continued, "While we have made tremendous progress as a company over the last several years, we are energized by the opportunities in front of us. We believe that our focus on innovation and unwavering commitment to developing strategic partnerships with tier-one OEM customers will enable us to continue to capitalize on our core growth opportunities, as well as progressively penetrate other markets. Importantly, we are confident that we will exceed our target of $600 million annual revenue for calendar year 2021."

Business Outlook for Fiscal Q4 Ending June 30, 2021

The following statements are based on management's current expectations. These statements are forward-looking, and actual results may differ materially. AOS undertakes no obligation to update these statements.

Our expectations for the fourth quarter of fiscal year 2021 are as follows:

* Revenue is expected to be approximately $170 million, plus or minus $3 million. * GAAP gross margin is expected to be approximately 31.7% plus or minus 1%. Non-GAAP gross margin is expected to be approximately 32.5% plus or minus 1%. Non-GAAP gross margin excludes $0.8 million amortization of acquired IP and $0.6 million of estimated share-based compensation charge. * GAAP operating expenses are expected to be in the range of $36.2 million plus or minus $1 million. Non-GAAP operating expenses are expected to be in the range of $31.0 million plus or minus $1 million. Non-GAAP operating expenses exclude $4.7 million of estimated share-based compensation charge and $0.5 million of estimated professional fees related to the government investigation. * Income tax expense is expected to be approximately $0.9 million to $1.1 million. * Loss attributable to noncontrolling interest is expected to be approximately $0.2 million.

Conference Call and Webcast

AOS plans to hold an investor teleconference and live webcast to discuss the financial results for the fiscal third quarter ended March 31, 2021 today, May 5, 2021 at 2:00 p.m. PT / 5:00 p.m. ET. To listen to the live conference call, please dial 877-683-1095 (or 647-689-5445 if dialing from outside the United States and Canada). The conference ID number is 1298948. A live webcast of the call will also be available in the "Events & Presentations" section of the company's investor relations website, http://investor.aosmd.com/. The webcast replay will be available for seven days after the live call on the same website. In addition, a copy of the script of management's prepared remarks and a live webcast of the call will also be available in the "Events & Presentations" section of the company's investor relations website, http://investor.aosmd.com.

Forward-Looking Statements

This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management's judgment, beliefs, current trends, and anticipated product performance. These forward-looking statements include, without limitation, statements relating to growth opportunities and new markets, targeted annual revenue for calendar year 2021, our product portfolios, projected amount of revenue, gross margin, operating income (loss), income tax expenses, net income (loss), noncontrolling interest, and share-based compensation expenses, non-GAAP gross margin, non-GAAP operating expenses, tax expenses, and non-GAAP loss attributable to noncontrolling interest, our objectives to achieve long-term success, our ability to gain new customers and design wins, strategic partnership with customers, and other information under the section entitled "Business Outlook for Fiscal Q4 Ending June 30, 2021". Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to, the impact of COVID-19 pandemic on our business; our ability to successfully operate our joint venture in China; our ability to develop and succeed in the digital power business; difficulties and challenges in executing our diversification strategy into different market segments; new tariffs on goods from China; ordering pattern from distributors and seasonality; changes in regulatory environment and government investigation; our ability to introduce or develop new and enhanced products that achieve market acceptance; decline of PC markets; the actual product performance in volume production; the quality and reliability of our product, our ability to achieve design wins; the general business and economic conditions; the state of semiconductor industry and seasonality of our markets; our ability to maintain factory utilization at a desirable level; and other risks as described in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 filed by AOS with the SEC and other periodic reports we filed with the SEC. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today's date, unless otherwise stated, and AOS undertakes no duty to update such information, except as required under applicable law.

Use of Non-GAAP Financial Measures

To supplement our unaudited consolidated financial statements presented on a basis consistent with U.S. GAAP, we disclose certain non-GAAP financial measures for our historical performance, including non-GAAP gross profit, gross margin, operating income (loss), net loss attributable to noncontrolling interest, net income (loss), diluted earnings per share ("EPS") and EBITDAS. These supplemental measures exclude, among other items, share-based compensation expenses, legal and profession fees related to government investigation, amortization of purchased intangible, and impairment of privately-held investment, as well as production ramp up costs related to the JV Company. We also disclose certain non-GAAP financial measures in our guidance for the next quarter, including non-GAAP gross margin, operating expenses and loss attributable to noncontrolling interest. We believe that these historical and forecast non-GAAP financial measures provide useful information to both management and investors by excluding certain items and expenses that are not indicative of our core operating results or do not reflect our normal business operations. In addition, our management uses non-GAAP measures to compare our performance relative to forecasts and to benchmark our performance externally against competitors. Our use of non-GAAP financial measures has certain limitations in that such non-GAAP financial measures may not be directly comparable to those reported by other companies. For example, the terms used in this press release, such as non-GAAP net income (loss) or non-GAAP operating expenses, do not have a standardized meaning. Other companies may use the same or similarly named measures, but exclude different items, which may not provide investors with a comparable view of our performance in relation to other companies. In addition, we included amount of income tax effect of non-GAAP adjustments in the non-GAAP net income of reconciliation table for all periods presented as the management believes that such non-GAAP presentation provides useful information to investors, even though the amounts are not significant. We seek to compensate for the limitation of our non-GAAP presentation by providing a detailed reconciliation of the non-GAAP financial measures to the most directly comparable U.S. GAAP measures both in the text in this press release and in the tables attached hereto. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures.

About Alpha and Omega Semiconductor

Alpha and Omega Semiconductor Limited, or AOS, is a designer, developer and global supplier of a broad range of power semiconductors, including a wide portfolio of Power MOSFET, IGBT, IPM, TVS, HVIC, GaN/SiC, Power IC and Digital Power products. AOS has developed extensive intellectual property and technical knowledge that encompasses the latest advancements in the power semiconductor industry, which enables us to introduce innovative products to address the increasingly complex power requirements of advanced electronics. AOS differentiates itself by integrating its Discrete and IC semiconductor process technology, product design, and advanced packaging know-how to develop high performance power management solutions. AOS' portfolio of products targets high-volume applications, including personal and portable computers, graphic cards, flat panel TVs, home appliances, smart phones, battery packs, quick chargers, home appliances, consumer and industrial motor controls and power supplies for TVs, computers, servers and telecommunications equipment. For more information, please visit www.aosmd.com.

The following unaudited consolidated financial statements are prepared in accordance with U.S. GAAP.

Non-GAAP Financial Comparison

Quarterly

(in millions, except percentage and per share data)

(unaudited)



Three Months Ended

March 31, December March 31, 2021 31, 2020 2020

Revenue $ 169.2 $ 158.8 $ 106.9

Non-GAAP Gross Margin 31.9 % 31.4 % 27.5 %

Non-GAAP Operating Income $ 23.0 $ 18.5 $ 3.5

Non-GAAP Net Income Attributable to AOS $ 21.4 $ 17.8 $ 2.9

Non-GAAP Net Income Per Share $ 0.77 $ 0.65 $ 0.11 Attributable to AOS - Diluted

The non-GAAP financial measures in the schedule above and under the section "Financial Results for Fiscal Q3 Ended March 31, 2021" below exclude the effect of share-based compensation expenses and legal costs related to government investigation in each of the periods presented, production ramp up costs and impairment of privately-held investment for the three months ended March 31, 2020, as well as amortization of purchased intangible for the three months ended March 31, 2021 and December 31, 2020. A detailed reconciliation of GAAP and non-GAAP financial measures is included at the end of this press release.

Financial Results for Fiscal Q3 Ended March 31, 2021

* Revenue was $169.2 million, an increase of 6.5% from the prior quarter and an increase of 58.4% from the same quarter last year. * GAAP gross margin was 31.1%, up from 30.7% in the prior quarter and up from 21.0% in the same quarter last year. * Non-GAAP gross margin was 31.9%, up from 31.4% in the prior quarter and up from 27.5% in the same quarter last year. * GAAP operating expenses were $34.9 million, up from $35.2 million in the prior quarter and up from $31.1 million in the same quarter last year. * Non-GAAP operating expenses were $30.9 million, a decrease of $0.5 million from last quarter and an increase of $4.5 million from the same quarter last year. * GAAP operating income was $17.8 million, up from $13.6 million in the prior quarter and up from $8.6 million loss in the same quarter last year. * Non-GAAP operating income was $23.0 million as compared to $18.5 million for the prior quarter and $3.5 million for the same quarter last year. * GAAP net income per share attributable to AOS was $0.58, compared to $0.47 net income per share for the prior quarter and $0.26 net loss per share for the same quarter a year ago. * Non-GAAP net income per share attributable to AOS was $0.77 compared to $0.65 for the prior quarter and $0.11 for the same quarter a year ago. * Consolidated cash flow provided by operating activities was $38.6 million, compared to $36.1 million in the prior quarter. Operating cash flow provided by AOS alone (excluding the JV Company) was $33.3 million, compared to $35.7 million in the prior quarter. * The Company closed the quarter with $192.1 million of cash and cash equivalents, including $33.8 million cash balance at the JV Company.

AOS Chairman and Chief Executive Officer Dr. Mike Chang commented, "Business momentum continued in the March quarter. We saw robust shipments across most of our product categories, grew revenue by 58% year-over-year, executed our plan to address the strong end market demand, optimized our product mix, and continued to take a disciplined approach to our spending. All of this resulted in non-GAAP gross margin of 31.9% and non-GAAP EPS of $0.77, which increased by seven times year-over-year."

Dr. Chang continued, "While we have made tremendous progress as a company over the last several years, we are energized by the opportunities in front of us. We believe that our focus on innovation and unwavering commitment to developing strategic partnerships with tier-one OEM customers will enable us to continue to capitalize on our core growth opportunities, as well as progressively penetrate other markets. Importantly, we are confident that we will exceed our target of $600 million annual revenue for calendar year 2021."

Business Outlook for Fiscal Q4 Ending June 30, 2021

The following statements are based on management's current expectations. These statements are forward-looking, and actual results may differ materially. AOS undertakes no obligation to update these statements.

Our expectations for the fourth quarter of fiscal year 2021 are as follows:

* Revenue is expected to be approximately $170 million, plus or minus $3 million. * GAAP gross margin is expected to be approximately 31.7% plus or minus 1%. Non-GAAP gross margin is expected to be approximately 32.5% plus or minus 1%. Non-GAAP gross margin excludes $0.8 million amortization of acquired IP and $0.6 million of estimated share-based compensation charge. * GAAP operating expenses are expected to be in the range of $36.2 million plus or minus $1 million. Non-GAAP operating expenses are expected to be in the range of $31.0 million plus or minus $1 million. Non-GAAP operating expenses exclude $4.7 million of estimated share-based compensation charge and $0.5 million of estimated professional fees related to the government investigation. * Income tax expense is expected to be approximately $0.9 million to $1.1 million. * Loss attributable to noncontrolling interest is expected to be approximately $0.2 million.

Conference Call and Webcast

AOS plans to hold an investor teleconference and live webcast to discuss the financial results for the fiscal third quarter ended March 31, 2021 today, May 5, 2021 at 2:00 p.m. PT / 5:00 p.m. ET. To listen to the live conference call, please dial 877-683-1095 (or 647-689-5445 if dialing from outside the United States and Canada). The conference ID number is 1298948. A live webcast of the call will also be available in the "Events & Presentations" section of the company's investor relations website, http://investor.aosmd.com/. The webcast replay will be available for seven days after the live call on the same website. In addition, a copy of the script of management's prepared remarks and a live webcast of the call will also be available in the "Events & Presentations" section of the company's investor relations website, http://investor.aosmd.com.

Forward-Looking Statements

This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management's judgment, beliefs, current trends, and anticipated product performance. These forward-looking statements include, without limitation, statements relating to growth opportunities and new markets, targeted annual revenue for calendar year 2021, our product portfolios, projected amount of revenue, gross margin, operating income (loss), income tax expenses, net income (loss), noncontrolling interest, and share-based compensation expenses, non-GAAP gross margin, non-GAAP operating expenses, tax expenses, and non-GAAP loss attributable to noncontrolling interest, our objectives to achieve long-term success, our ability to gain new customers and design wins, strategic partnership with customers, and other information under the section entitled "Business Outlook for Fiscal Q4 Ending June 30, 2021". Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to, the impact of COVID-19 pandemic on our business; our ability to successfully operate our joint venture in China; our ability to develop and succeed in the digital power business; difficulties and challenges in executing our diversification strategy into different market segments; new tariffs on goods from China; ordering pattern from distributors and seasonality; changes in regulatory environment and government investigation; our ability to introduce or develop new and enhanced products that achieve market acceptance; decline of PC markets; the actual product performance in volume production; the quality and reliability of our product, our ability to achieve design wins; the general business and economic conditions; the state of semiconductor industry and seasonality of our markets; our ability to maintain factory utilization at a desirable level; and other risks as described in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 filed by AOS with the SEC and other periodic reports we filed with the SEC. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today's date, unless otherwise stated, and AOS undertakes no duty to update such information, except as required under applicable law.

Use of Non-GAAP Financial Measures

To supplement our unaudited consolidated financial statements presented on a basis consistent with U.S. GAAP, we disclose certain non-GAAP financial measures for our historical performance, including non-GAAP gross profit, gross margin, operating income (loss), net loss attributable to noncontrolling interest, net income (loss), diluted earnings per share ("EPS") and EBITDAS. These supplemental measures exclude, among other items, share-based compensation expenses, legal and profession fees related to government investigation, amortization of purchased intangible, and impairment of privately-held investment, as well as production ramp up costs related to the JV Company. We also disclose certain non-GAAP financial measures in our guidance for the next quarter, including non-GAAP gross margin, operating expenses and loss attributable to noncontrolling interest. We believe that these historical and forecast non-GAAP financial measures provide useful information to both management and investors by excluding certain items and expenses that are not indicative of our core operating results or do not reflect our normal business operations. In addition, our management uses non-GAAP measures to compare our performance relative to forecasts and to benchmark our performance externally against competitors. Our use of non-GAAP financial measures has certain limitations in that such non-GAAP financial measures may not be directly comparable to those reported by other companies. For example, the terms used in this press release, such as non-GAAP net income (loss) or non-GAAP operating expenses, do not have a standardized meaning. Other companies may use the same or similarly named measures, but exclude different items, which may not provide investors with a comparable view of our performance in relation to other companies. In addition, we included amount of income tax effect of non-GAAP adjustments in the non-GAAP net income of reconciliation table for all periods presented as the management believes that such non-GAAP presentation provides useful information to investors, even though the amounts are not significant. We seek to compensate for the limitation of our non-GAAP presentation by providing a detailed reconciliation of the non-GAAP financial measures to the most directly comparable U.S. GAAP measures both in the text in this press release and in the tables attached hereto. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures.

About Alpha and Omega Semiconductor

Alpha and Omega Semiconductor Limited, or AOS, is a designer, developer and global supplier of a broad range of power semiconductors, including a wide portfolio of Power MOSFET, IGBT, IPM, TVS, HVIC, GaN/SiC, Power IC and Digital Power products. AOS has developed extensive intellectual property and technical knowledge that encompasses the latest advancements in the power semiconductor industry, which enables us to introduce innovative products to address the increasingly complex power requirements of advanced electronics. AOS differentiates itself by integrating its Discrete and IC semiconductor process technology, product design, and advanced packaging know-how to develop high performance power management solutions. AOS' portfolio of products targets high-volume applications, including personal and portable computers, graphic cards, flat panel TVs, home appliances, smart phones, battery packs, quick chargers, home appliances, consumer and industrial motor controls and power supplies for TVs, computers, servers and telecommunications equipment. For more information, please visit www.aosmd.com.

The following unaudited consolidated financial statements are prepared in accordance with U.S. GAAP.

Alpha and Omega Semiconductor Limited

Condensed Consolidated Statements of Operations

(in thousands, except percentages and per share amounts)

(unaudited)



Three Months Ended Nine Months Ended

March 31, December 31, March 31, March 31, March 31, 2021 2020 2020 2021 2020



Revenue $ 169,212 $ 158,830 $ 106,852 $ 479,593 $ 342,514

Cost of goods 116,521 110,081 84,393 335,630 268,717 sold

Gross profit 52,691 48,749 22,459 143,963 73,797

Gross margin 31.1 % 30.7 % 21.0 % 30.0 % 21.5 %



Operating expenses:

Research and 15,557 15,423 13,569 45,671 38,084 development

Selling,general and 19,338 19,736 16,909 56,579 47,723 administrative

Impairment ofprivately-held - - 600 - 600 investment

Totaloperating 34,895 35,159 31,078 102,250 86,407 expenses

Operating 17,796 13,590 (8,619 ) 41,713 (12,610 ) income (loss)



Interestexpense and (1,815 ) (381 ) (2,282 ) (2,745 ) (3,744 ) other income(loss), net

Income (loss)before income 15,981 13,209 (10,901 ) 38,968 (16,354 ) taxes



Income taxexpense 1,014 669 (1,015 ) 2,694 (37 ) (benefit)

Net income(loss)including 14,967 12,540 (9,886 ) 36,274 (16,317 ) noncontrollinginterest

Net lossattributableto (1,133 ) (363 ) (3,391 ) (2,303 ) (9,826 ) noncontrollinginterest

Net income(loss)attributableto Alpha and $ 16,100 $ 12,903 $ (6,495 ) $ 38,577 $ (6,491 ) OmegaSemiconductorLimited



Net income(loss) percommon shareattributable to Alpha andOmegaSemiconductorLimited

Basic $ 0.62 $ 0.50 $ (0.26 ) $ 1.51 $ (0.26 )

Diluted $ 0.58 $ 0.47 $ (0.26 ) $ 1.42 $ (0.26 )



Weightedaverage numberof commonsharesattributableto Alpha and OmegaSemiconductorLimited usedto compute netincome (loss)per share

Basic 25,882 25,672 24,894 25,631 24,711

Diluted 27,716 27,353 24,894 27,128 24,711

Alpha and Omega Semiconductor Limited

Condensed Consolidated Balance Sheets

(in thousands, except par value per share)

(unaudited)

March 31, June 30, 2021 2020

ASSETS

Current assets:

Cash and cash equivalents $ 192,113 $ 158,536

Restricted cash 229 2,190

Accounts receivable, net 33,721 13,272

Inventories 145,110 135,528

Other current assets 11,183 8,807

Total current assets 382,356 318,333

Property, plant and equipment, net 432,569 412,340

Operating lease right-of-use assets, net 33,036 32,948

Intangible assets, net 14,250 16,770

Deferred income tax assets 5,008 4,766

Restricted cash - long-term 2,133 1,978

Other long-term assets 5,039 5,804

Total assets $ 874,391 $ 792,939

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable $ 81,858 $ 86,181

Accrued liabilities 62,683 54,986

Income taxes payable 2,431 1,360

Short-term debt 43,280 30,114

Finance lease liabilities 16,462 15,258

Operating lease liabilities 5,202 4,159

Total current liabilities 211,916 192,058

Long-term debt 90,868 99,775

Income taxes payable - long-term 930 903

Deferred income tax liabilities 1,470 496

Finance lease liabilities - long-term 16,615 26,842

Operating lease liabilities - long-term 29,758 30,254

Other long-term liabilities 36,056 10,723

Total liabilities 387,613 361,051

Equity:

Preferred shares, par value $0.002 per share:

Authorized: 10,000 shares; issued and outstanding: - - none at March 31, 2021 and June 30, 2020

Common shares, par value $0.002 per share:

Authorized: 100,000 shares; issued and outstanding:32,710 shares and 26,085 shares, respectively at 65 64 March 31, 2021 and 31,944 shares and 25,305 shares,respectively at June 30, 2020

Treasury shares at cost: 6,625 shares at March 31, (66,064 ) (66,184 )2021 and 6,639 shares at June 30, 2020

Additional paid-in capital 252,934 246,103

Accumulated other comprehensive income (loss) 996 (5,127 )

Retained earnings 157,356 118,833

Total Alpha and Omega Semiconductor Limited 345,287 293,689 shareholder's equity

Noncontrolling interest 141,491 138,199

Total equity 486,778 431,888

Total liabilities and equity $ 874,391 $ 792,939

Supplemental disclosures of financial information:(in thousands)



As of March 31, 2021 As of June 30, 2020

AOS CQJV Consolidated AOS CQJV Consolidated

Cash andcash $ 158,322 $ 33,791 $ 192,113 $ 110,346 $ 48,190 $ 158,536equivalents

Bankborrowings $ 26,381 $ 140,844 * $ 167,225 $ 32,593 $ 139,396 * $ 171,989liabilities

Inventory $ 97,479 $ 47,631 $ 145,110 $ 97,593 $ 37,935 $ 135,528

Property,plant and $ 173,506 $ 259,063 $ 432,569 $ 162,833 $ 249,507 $ 412,340equipment,net

* AOS is not a guarantor of CQJV's (Chongqing Joint Venture) debts.

Three Months Ended March 31, 2021 Three Months Ended December 31, Three Months Ended March 31, 2020 2020

AOS CQJV Consolidated AOS CQJV Consolidated AOS CQJV Consolidated

Net cashprovidedby (used $ 33,313 $ 5,278 $ 38,591 $ 35,678 $ 407 $ 36,085 $ 29,545 $ (15,233 ) $ 14,312in)operatingactivities

Purchaseofpropertyand $ 10,071 $ 5,702 $ 15,773 $ 6,779 $ 6,533 $ 13,312 $ 13,063 $ 3,720 $ 16,783equipment,net ofgovernmentgrant

EBITDAS $ 30,610 $ 4,503 ** $ 36,246 $ 25,332 $ 5,950 ** $ 31,645 $ 6,487 $ (1,095 ) ** $ 8,783

** CQJV EBITDAS includes amounts attributable to noncontrolling interest.

Alpha and Omega Semiconductor Limited

Reconciliation of Condensed Consolidated GAAP Financial Measures to Non-GAAPFinancial Measures

(in thousands, except percentages and per share data)

(unaudited)



Three Months Ended Nine Months Ended

March 31, December 31, March 31, March 31, March 31, 2021 2020 2020 2021 2020



GAAP gross $ 52,691 $ 48,749 $ 22,459 $ 143,963 $ 73,797 profit

Share-based 427 383 357 1,195 1,197 compensation

Amortizationof purchased 812 811 - 2,435 - intangible

Productionramp up costs - - 6,552 275 21,029 related tojoint venture

Non-GAAP gross $ 53,930 $ 49,943 $ 29,368 $ 147,868 $ 96,023 profit

Non-GAAP grossmargin as a % 31.9 % 31.4 % 27.5 % 30.8 % 28.0 %of revenue



GAAP operating $ 34,895 $ 35,159 $ 31,078 $ 102,250 $ 86,407 expense

Share-based 3,398 2,841 2,519 8,730 6,535 compensation

Legal costsrelated to 563 843 2,133 2,513 2,133 governmentinvestigation

Impairment ofprivately-held - - 600 - 600 investment

Non-GAAPoperating $ 30,934 $ 31,475 $ 25,826 $ 91,007 $ 77,139 expense



GAAP operating $ 17,796 $ 13,590 $ (8,619 ) $ 41,713 $ (12,610 ) income (loss)

Share-based 3,825 3,224 2,876 9,925 7,732 compensation

Amortizationof purchased 812 811 - 2,435 - intangible

Productionramp up costs - - 6,552 275 21,029 related tojoint venture

Legal costsrelated to 563 843 2,133 2,513 2,133 governmentinvestigation

Impairment ofprivately-held - - 600 - 600 investment

Non-GAAPoperating $ 22,996 $ 18,468 $ 3,542 $ 56,861 $ 18,884 income

Non-GAAPoperating 13.6 % 11.6 % 3.3 % 11.9 % 5.5 %margin as a %of revenue



GAAP netincome (loss) $ 16,100 $ 12,903 $ (6,495 ) $ 38,577 $ (6,491 ) attributableto AOS

Share-based 3,825 3,224 2,876 9,925 7,732 compensation

Amortizationof purchased 812 811 - 2,435 - intangible

Productionramp up costs - - 3,764 135 11,156 related tojoint venture

Legal costsrelated to 563 843 2,133 2,513 2,133 governmentinvestigation

Impairment ofprivately-held - - 600 - 600 investment

Income taxeffect of 64 (1 ) 0 55 (7 ) non-GAAPadjustments

Non-GAAP netincome $ 21,364 $ 17,780 $ 2,878 $ 53,640 $ 15,123 attributableto AOS

Non-GAAP netmarginattributable 12.6 % 11.2 % 2.7 % 11.2 % 4.4 %to AOS as a %of revenue





GAAP netincome (loss) $ 16,100 $ 12,903 $ (6,495 ) $ 38,577 $ (6,491 ) attributableto AOS

Share-based 3,825 3,224 2,876 9,925 7,732 compensation

Amortizationand 13,745 13,200 11,784 39,434 33,538 depreciation

Interestexpense 1,562 1,649 1,633 4,832 2,405 (income), net

Income taxexpense 1,014 669 (1,015 ) 2,694 (37 ) (income)

EBITDAS $ 36,246 $ 31,645 $ 8,783 $ 95,462 $ 37,147





GAAP dilutednet income(loss) per $ 0.58 $ 0.47 $ (0.26 ) $ 1.42 $ (0.26 ) shareattributableto AOS

Share-based 0.14 0.12 0.11 0.37 0.30 compensation

Productionramp up costs - - 0.15 0.01 0.44 related tojoint venture

Legal costsrelated to 0.02 0.03 0.09 0.09 0.09 governmentinvestigation

Amortizationof purchased 0.03 0.03 - 0.09 - intangible

Impairment ofprivately-held - - 0.02 - 0.02 investment

Income taxeffect of 0.00 (0.00 ) 0.00 0.00 0.00 non-GAAPadjustments

Non-GAAPdiluted netincome per $ 0.77 $ 0.65 $ 0.11 $ 1.98 $ 0.59 shareattributableto AOS



Shares used tocompute GAAPdiluted net 27,716 27,353 24,894 27,128 24,711 income (loss)per share

Shares used tocomputeNon-GAAP 27,716 27,353 25,889 27,128 25.538 diluted netincome pershare



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