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ALPHA AND OMEGA SEMICONDUCTOR LIMITED

(AOSL)
  Report
Delayed Nasdaq  -  04:00 2022-12-08 pm EST
32.37 USD   +0.47%
04:05pAlpha & Omega Semiconductor Ltd : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)
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03:30aAlpha and Omega Semiconductor Chief Executive Mike Chang to Become Executive Chairman
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12/07Alpha and Omega Semiconductor Announces Executive Leadership Transition
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ALPHA AND OMEGA SEMICONDUCTOR : UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION - Form 8-K

12/07/2021 | 09:12am EST
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION
(Unaudited)

On December 1, 2021 (the "Effective Date"), Alpha & Omega Semiconductor (Shanghai) Ltd. ("AOS SH") and Agape Package Manufacturing (Shanghai) Limited ("APM SH" and, together with AOS SH, the "Sellers"), each a wholly-owned subsidiary of Alpha and Omega Semiconductor Limited (the "Company" or "AOS"), entered into a share transfer agreement with a third-party investor to sell a portion of the Company's equity interest in the joint venture (the "JV Company") which consists of a power semiconductor packaging, testing and 12-inch wafer fabrication facility in Chongqing, China (the "Transaction"). The Transaction closed on December 2, 2021 (the "Closing Date"). The Transaction reduced the Company's equity interest in the JV Company from 50.9% to 48.8%. Therefore, the Company no longer has a controlling financial interest in the JV Company and has made a preliminary determination that the JV Company will be deconsolidated from the Company's consolidated financial statements effective as of the Closing Date. The assessment as to whether the JV Company will be deconsolidated is ongoing and will be finalized in conjunction with the Company's financial statement close process for the three months ending December 31, 2021.

The unaudited pro forma consolidated condensed balance sheet data as of September 30, 2021 is presented as if the deconsolidation of the JV Company had occurred on September 30, 2021. The unaudited pro forma consolidated condensed statements of operations for the year ended June 30, 2021 and the three months ended September 30, 2021 are presented as if the deconsolidation of the JV Company had occurred on July 1, 2020. The unaudited pro forma consolidated condensed financial information is subject to adjustment and is presented for informational purposes only and does not purport to represent what the Company's results of operations or financial position would actually have been if deconsolidation had in fact occurred on the dates discussed above. It also does not project or forecast the Company's consolidated results of operations or financial position for any future date or period. Actual results may differ significantly from those reflected here in the unaudited pro forma consolidated financial statements for various reasons, including but not limited to, the differences between the assumptions used to prepare the unaudited pro forma consolidated financial statements and actual results.

The pro forma consolidated condensed financial statements of the Company should be read in conjunction with the historical consolidated financial statements of the Company and the related notes included in its 2021 Annual Report on Form 10-K and other periodic reports the Company filed with the SEC.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
(Unaudited in thousands)
As of September 30, 2021
As Reported
Transaction
Accounting
Adjustments (a)
Pro Forma
ASSETS
Current assets:
Cash and cash equivalents
$
252,453
$
(4,070
)
(b)
$
248,383
Restricted cash
342
(109
)
233
Accounts receivable, net
39,317
(31
)
39,286
Receivable from equity investee, net
-
13,115
(c)
13,115
Inventories
163,437
(53,966
)
109,471
Other current assets
17,518
(7,026
)
10,492
Total current assets
473,067
(52,087
)
420,980
Property, plant and equipment, net
441,279
(266,211
)
175,068
Operating lease right-of-use assets, net
33,437
(11,754
)
21,683
Intangible assets, net
12,570
-
12,570
Equity method investment in equity investee
-
391,360
(d)
391,360
Deferred income tax assets
5,216
(4,775
)
(g)
441
Restricted cash - long-term
2,168
(2,168
)
-
Other long-term assets
23,941
(1,647
)
22,294
Total assets
$
991,678
$
52,718
$
1,044,396
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$
81,681
$
(32,329
)
$
49,352
Accrued liabilities
92,207
(18,253
)
73,954
Income taxes payable
3,004
2,192
(f)
5,196
Short-term debt
57,955
(49,645
)
8,310
Finance lease liabilities
16,722
(16,722
)
-
Operating lease liabilities
5,537
(1,010
)
4,527
Total current liabilities
257,106
(115,767
)
141,339
Long-term debt
75,991
(62,068
)
13,923
Income taxes payable - long-term
1,332
-
1,332
Deferred income tax liabilities
3,136
26,641
(g)
29,777
Finance lease liabilities - long-term
8,516
(8,516
)
-
Operating lease liabilities - long-term
29,342
(10,748
)
18,594
Other long-term liabilities
74,265
(454
)
73,811
Total liabilities
449,688
(170,912
)
278,776
Equity:
Preferred shares
-
-
-
Common shares
66
-
66
Treasury shares at cost
(66,052
)
-
(66,052
)
Additional paid-in capital
264,321
-
264,321
Accumulated other comprehensive income
2,229
(1,002
)
(a)
1,227
Retained earnings
200,307
365,751
(e)
566,058
Total Alpha and Omega Semiconductor Limited shareholder's equity
400,871
364,749
765,620
Noncontrolling interest
141,119
(141,119
)
-
Total equity
541,990
223,630
765,620
Total liabilities and equity
$
991,678
$
52,718
$
1,044,396


ALPHA AND OMEGA SEMICONDUCTOR LIMITED
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Year Ended June 30, 2021
As Reported
Transaction
Accounting
Adjustments (h)
Pro Forma
Revenue
$
656,902
$
(489
)
$
656,413
Cost of goods sold
452,359
4,927
457,286
Gross profit
204,543
(5,416
)
199,127
Operating expenses:
Research and development
62,953
(4,735
)
58,218
Selling, general and administrative
77,514
(2,849
)
74,665
Total operating expenses
140,467
(7,584
)
132,883
Operating income
64,076
2,168
66,244
Interest expense and other income (loss), net
(3,852
)
1,553
(2,299
)
Gain on deconsolidation of the JV Company
-
398,357
(e)
398,357
Net income before income taxes
60,224
402,078
462,302
Income tax expense
3,935
33,608
37,543
Net income before loss from equity method investments
56,289
368,470
424,759
Equity method investment loss from equity investee, net of tax
-
10,152
10,152
Net income
56,289
358,318
414,607
Net loss attributable to noncontrolling interest
(1,827
)
1,827
-
Net income attributable to Alpha and Omega Semiconductor Limited
$
58,116
$
356,491
$
414,607
Net income per common share attributable to Alpha and Omega Semiconductor Limited
Basic
$
2.25
$
16.08
Diluted
$
2.13
$
15.20
Weighted average number of common share attributable to Alpha and Omega Semiconductor Limited used to compute net income per share:
Basic
25,786
25,786
Diluted
27,272
27,272


ALPHA AND OMEGA SEMICONDUCTOR LIMITED
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited, in thousands except per share data)
Three Months Ended September 30, 2021
As Reported
Transaction
Accounting
Adjustments (h)
Pro Forma
Revenue
$
187,035
$
(379
)
$
186,656
Cost of goods sold
122,468
(352
)
122,116
Gross profit
64,567
(27
)
64,540
Operating expenses
Research and development
17,812
(1,142
)
16,670
Selling, general and administrative
21,806
(965
)
20,841
Total operating expenses
39,618
(2,107
)
37,511
Operating income
24,949
2,080
27,029
Interest expense and other income (loss), net
(2,192
)
1,966
(226
)
Net income before income taxes
22,757
4,046
26,803
Income tax expense
1,320
-

1,320
Net income before loss from equity method investments
21,437
4,046
25,483
Equity method investment loss from equity investee, net of tax
-
3,632
3,632
Net income
21,437
414
21,851
Net loss attributable to noncontrolling interest
(1,987
)
1,987
-
Net income attributable to Alpha and Omega Semiconductor Limited
$
23,424
$
(1,573
)
$
21,851
Net income per common share attributable to Alpha and Omega Semiconductor Limited
Basic
$
0.89
$
0.83
Diluted
$
0.85
$
0.79
Weighted average number of common shares attributable to Alpha and Omega Semiconductor Limited used to compute net income per share
Basic
26,365
26,365
Diluted
27,638
27,638


ALPHA AND OMEGA SEMICONDUCTOR LIMITED
NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION
(Unaudited)

(a) This adjustment reflects the deconsolidation of the assets, liabilities, accumulated other comprehensive income, and noncontrolling interests related to the JV Company as of September 30, 2021 in accordance with ASC 810-10-40-4(c) due to a loss control of the JV Company that occurred on December 2, 2021.

(b) This adjustment includes cash consideration from sale of 2.1% equity interest in the JV Company by AOS for approximately $16.9 million.

(c)This adjustment includes the net receivable from the JV Company as of September 30, 2021, which was eliminated as an intercompany balance in consolidation by AOS.

(d) This adjustment reflects the preliminary estimated fair value of the AOS retained investment in the JV Company on December 2, 2021. This amount was determined using a market approach by multiplying 48.8% equity interest of the JV Company AOS held on December 2, 2021, by the $801.7 million enterprise value of the JV Company determined based upon the sale transaction by AOS to the unrelated investor. The estimated fair value may be subject to change upon finalization of our financial statement close process.

(e) This adjustment reflects the shareholders' equity and recognizes a proforma estimated gain, net of tax, of $364.8 million upon the deconsolidation of the JV Company. The pro forma estimated gain, net of tax, was computed based upon the carrying amount of noncontrolling interest, deferred income taxes and the JV Company's net assets as of September 30, 2021. The actual gain on deconsolidation, net of taxes, will be determined based upon the carrying amount of the noncontrolling interest, deferred income taxes and the JV Company's net assets as of December 2, 2021. We are not able to calculate the actual gain or income tax impact on this gain until we determine the actual balances of our carrying amounts, as applicable as of December 2, 2021, which will be completed during the second fiscal quarter ending December 31, 2021. The actual gain, including related income taxes, may differ materially from the proforma estimated gain, net of tax, shown herein.

The pro forma estimated gain, net of tax, was computed as follows:

(in millions)
Cash received (net of transaction costs)
$
16.9
Plus: Fair value of AOS's retained investment in the JV Company as of December 2, 2021
391.4
Plus: Carrying amount of noncontrolling interest as of September 30, 2021
141.1
Less: Carrying value of the JV Company's net assets as of September 30, 2021
151.0
Pro forma net estimated gain on deconsolidation of the JV Company before income taxes
398.4
Less: Deferred long-term income taxes as of September 30, 2021
31.4
Less: Current pro forma tax provision on deconsolidation of the JV Company
2.2
Pro forma net estimated gain on deconsolidation of the JV Company
$
364.8

(f) This adjustment reflects an increase in current tax liabilities of $2.2 million as a result of the net estimated gain recognized on deconsolidation of the JV Company. The tax effect of the pro forma adjustments was calculated using our historical statutory rates in effect for the periods presented, as applicable.

(g) This adjustment is an increase in deferred taxes of $31.4 million as a result of the net estimated gain recognized on deconsolidation of the JV Company and the Company no longer asserting permanent reinvestment related to its investment in the JV Company. The tax effect of the pro forma adjustments was calculated using our historical statutory rates in effect for the periods presented, as applicable.

(h) This adjustment reflects the elimination of revenues, expenses and net loss attributable to noncontrolling interest related to the deconsolidation of the JV Company and the recording of investment loss from the JV Company under the equity method for the respective periods presented.

Disclaimer

Alpha & Omega Semiconductor Ltd. published this content on 07 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 December 2021 14:11:07 UTC.


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Net income 2023 64,1 M - -
Net Debt 2023 - - -
P/E ratio 2023 15,1x
Yield 2023 -
Capitalization 887 M 887 M -
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Free-Float 65,5%
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Last Close Price 32,37 $
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Managers and Directors
Mike F. Chang Chairman & Chief Executive Officer
Stephen Chunping Chang President
Yi Fan Liang Chief Financial Officer & Secretary
Wenjun Li Chief Operating Officer
King Owyang Independent Director