10-K 1 nptn12311710k.htm 10-K Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________________
Form 10-K
_____________________________________________________
(Mark One)
☒    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to             
001-35061
(Commission File No.)
__________________________________________________
NeoPhotonics Corporation
(Exact name of Registrant as specified in its charter)
_______________________________________________________________
Delaware
 
94-3253730
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification No.)
2911 Zanker Road
San Jose, California 95134
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code:
+1 (408) 232-9200
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Exchange on Which Registered
Common Stock, par value $0.0025 per share
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
___________________________________________________________
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.    Yes  ☐    No  ☒ 
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒ 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒ No  ☐
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☒ No ☐ 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒ 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
  
Accelerated filer
 
Non-accelerated filer
 
☐  (Do not check if a smaller reporting Company)
  
Small reporting company
 
Emerging growth company
 
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ 
As of June 30, 2017, the approximate aggregate market value of voting stock held by non-affiliates of the Registrant, based upon the last sale price of the Registrant’s common stock on the last business day of the Registrant’s most recently completed second fiscal quarter, June 30, 2017 (based upon the closing sale price of the Registrant’s common stock on the New York Stock Exchange), was approximately $256,840,000. This calculation excludes 10,298,290 shares held by directors, executive officers and stockholders affiliated with our directors and executive officers.
As of February 28, 2018, the Registrant had 44,278,392 outstanding shares of Common Stock.
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DOCUMENTS INCORPORATED BY REFERENCE



The Registrant has incorporated by reference into Part III of this Annual Report on Form 10-K portions of its Proxy Statement for its 2018 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A. The Proxy Statement will be filed within 120 days of Registrant’s fiscal year ended December 31, 2017.
 



NEOPHOTONICS CORPORATION
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2017
Table of Contents
 
 
Page

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PART I  
ITEM 1.    BUSINESS   
FORWARD-LOOKING STATEMENTS 
You should read the following discussion in conjunction with our Consolidated Financial Statements and the related “Notes to Consolidated Financial Statements” and “Financial Statements and Supplementary Data” included in this Annual Report on Form 10-K. This discussion contains forward-looking statements including statements concerning our possible or assumed future results of operations, business strategies, competitive position, industry environment, potential growth opportunities and the effects of competition. Such statements are based upon our management’s beliefs and assumptions and on information currently available to us. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors in this Annual Report on Form 10-K are discussed in greater detail under the heading “Risk Factors.” Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Annual Report on Form 10-K. You should read this Annual Report on Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. 
CONVENTIONS THAT APPLY IN THIS ANNUAL REPORT ON FORM 10-K 
Unless otherwise indicated, references in this Annual Report on Form 10-K to: 
“3G” refers to third-generation wireless architecture; 
“4G” refers to fourth-generation wireless architecture;  
“5G” refers to fifth-generation wireless architecture supporting IoT, or Internet of Things; 
“10G” refers to 10 Gbps; 
“100G products” collectively refers to all products sold by us designed for use at 100Gbps (“100G”), and in coherent transmission systems designed for use at 100Gbps or higher data rates.  Some customers may use components designed for use at 100G at lower speeds. Our 100G products include both coherent transmission products and 100G network products that are not coherent; 
“III-V compound semiconductors” refers to compound semiconductor materials made from group III and group V elements of the periodic table, such as Indium Phosphide and Gallium Arsenide;
“Access” refers to the portion of the telecommunications network that connects subscribers to their carriers network; 
“Advanced Hybrid Photonic Integration” refers to state-of-the-art integration of multi-platform materials and devices; 
“CDC” refers to Colorless, Directionless, and Contentionless; 
"CDM" refers to a Coherent Driver Modulator which integrates a coherent I/Q modulator and drivers in a micro-mod package;
“China” refers to the People’s Republic of China;
“Cloud” refers to a large and geographically dispersed network of computing platforms, servers and interconnecting communications that can be accessed by users from any location to perform tasks and access information;
“Coherent” refers to optical transmission systems that encode information in the phase of an optical signal and decode such information through comparison with an independent laser at the receiver and digital signal processing; 
“Contentionless” refers to the ability to switch two or more channels of the same wavelength or color from different directions through the same switch, such as a Multi-Cast Switch (MCS); 

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“CWDM” refers to Coarse Wavelength Division Multiplexing; 
“DCI” refers to Data Center Interconnect; 
“Design win” refers to a confirmation by a customer that a product or group of products may be used as part of a customer’s product and we have a purchase order for such products; 
“Dissaggregation” refers to the trend in optical communications to separate software and hardware platforms so that different parts of a system can be supplied by different vendors;
“Drop Modules” refers to wavelength multiplexer modules; 
“ECL” refers to External Cavity Laser; 
“EML” refers to Electro-absorptively Modulated Laser; 
“Flex Coherent” to a class of 100G transceivers and line cards in which the modulation format, and hence the reach and data-rate, can be altered by software command such that the same optical hardware can be used for metro, long-haul or, in some cases, data center interconnect applications; 
“Gbps” refers to gigabits per second; 
“High Speed Products” refers to transmitter and receiver products as well as switching and other component products for 100G optical transmission applications over distances of 2 to 2,000 kilometers. Our high speed 100G and beyond products are based on our Advanced Hybrid Photonic Integration technology. These technologies support encoding 100 gigabits or more per second of information for transmitting over a single channel and decoding the information at the receiver; 
“ICR” refers to Integrated Coherent Receiver; 
“ITLA” refers to Integrable Tunable Laser Assembly; 
“IoT” refers to the Internet of Things; 
“Long Haul” refers to fiber optic communications between central offices in different cities, where distances range from a few hundred to two thousand kilometers;
“Low Speed Transceiver Products” refers to our access and low speed transceiver product lines; 
“LTE” refers to Long-Term Evolution wireless architecture; 
“Metro” refers to fiber optic communications between central offices within and around cities, with distances up to a few hundred kilometers; 
“MCS” refers to Multi-Cast Switch; 
“MPEG-2” refers to the Moving Picture Experts Group standard for compressed coding of moving pictures and associated audio information;
“Network Products and Solutions” collectively refers to all products sold by us for use in optical communications networks and a variety of other applications that are designed for use at data rates that are less than 100Gbps, including 40G, 10G and lower data rates.  These products include certain passive products that do not explicitly have a data rate specification, but that are most commonly used in networks at these data rates. 
“NLW” refers to Narrow Line Width; 
“PAM” or “PAM4” refers to Pulse Amplitude Modulation or PAM with four amplitude levels; 
“PIC” refers to Photonic Integrated Circuit; 
“PLC” refers to Planar Lightwave Circuit; 
“PON” refers to a Passive Optical Network; 

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“PSM” or “PSM4” refers to Parallel Single Mode or PSM with four parallel lanes or fibers; 
“QSFP” refers to 40G and 100G Quad Small Form-factor modules that are pluggable into standard industry interfaces for switches, routers and other telecommunications equipment; 
“ROADM” refers to Reconfigurable Optical Add Drop Multiplexer; 
"Tbps or T" refers to terabits per second. One terabit is one trillion bits.
“U.S. GAAP” refers to generally accepted accounting principles in the United States; 
“WDM” refers to Wavelength-Division Multiplexing and is a technology that combines multiple channels onto a single fiber using different wavelengths, or colors, of light; 
“well-characterized” refers to the ability to predict the outcome of manufacturing processes based upon known statistics of various manufacturing inputs; and 
“WSS” refers to Wavelength Selective Switch.
Unless the context indicates otherwise, we use the terms “NeoPhotonics,” “we,” “us,” “our” and “the Company” in this Annual Report on Form 10-K to refer to NeoPhotonics Corporation and, where appropriate, its subsidiaries. 
BUSINESS 
Overview 
We develop, manufacture and sell optoelectronic products that transmit, receive and switch high speed digital optical signals for communications networks. Our products address the highest speed over distance applications and are designed for 100G and beyond data rates, such as at 200G, 400G, 600G and, in the near future, 1.2 Terabits per second, for telecom and hyper-scale data center or content provider networks.  
Our High Speed Products for data rates of 100G and beyond comprised 83% of our revenues in 2017 and were 82% of our proforma 2016 revenue, excluding the revenue from our low speed transceiver products which were sold in January 2017. These Products use our Advanced Hybrid photonic Integration technology and are the core focus of our strategy. We believe that they are an important competitive differentiator.

Our High Speed Products include transceiver modules, optical components and high speed chip-level optical devices. Our 100G and beyond transceiver module products incorporate our vertically integrated, high performance components, including ultra-narrow linewidth tunable lasers (NLW-TLs), high speed electro-absorbtively modulated lasers (EMLs), high bandwidth coherent receivers (ICRs), high bandwidth micro-modulators (micro-MOD), high bandwidth trans-impedance amplifiers (TIAs) and high bandwidth laser and modulator drivers. We integrate several of these components into a Coherent Optical Subassembly (COSA) which when combined with our NLW Laser, provides all of the optical functions necessary for coherent communications in an ultra-compact package suitable for next generation pluggable modules. Furthermore, in addition to integrating these components into our own modules, we sell these components to other industry leaders who use them in their highest performance products. We believe that our strength in these and other high performance components places us in a strong competitive position as we add new variants to our module product line.

100G and beyond networks have adopted coherent transmission technology to increase speeds and lower costs. These high speed networks are one of the highest growth segments of the optical communications market, and support the rapid expansion of telecom backbone, hyper-scale data center and content provider networks, accommodating increased mobile traffic. Prior to 2016, revenue growth from our high speed products was mainly driven by the adoption of our 100G coherent products in the Long Haul market sector.  We expect our future growth in the 100G and beyond segment to be driven primarily by the increased adoption of our high speed products in the much larger Metro market sector and in the high-speed data center interconnect market as well as the large hyper-scale data center market.  
Coherent transmission uses not only amplitude but also phase and polarization properties of light to increase data rates ten-fold or more over conventional “on-off” transmission protocols.  Coherent transmission does not require complete isolation of each channel by optical filters and therefore can flexibly and efficiently switch the signal on an individual wavelength without conflict or contention between wavelengths, a feature that is required for Software Defined Optical Networks, or SDON. Software Defined Optical Networks markedly increase the flexibility and efficiency of Metro networks and, combined with the ten-fold

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increase in data-rates achievable with coherent transmission, mark a very large improvement in cost performance for metro scale networks.  In addition, the necessary equipment to implement a metro scale network is significantly reduced, especially using flex-coherent transceivers and CDC Switches. 
The benefits of coherent transmission have made it a preferred technology for advanced high speed telecommunications networks for distances of 80 kilometers to 2000 kilometers.  We believe that our Advanced Hybrid Photonic Integration technology enables us to effectively address the challenges inherent in precision and high volume manufacturing of optical components for coherent transmission. 
Our products also serve high performance, non-coherent segments of the data center and enterprise market which require the fastest speeds transmitted over relatively long distances within hyper-scale data centers. We are a leading provider of electro-absorptively modulated lasers ("EMLs"), receiver photodiodes, plus laser driver and receiver amplifier ICs. Our client and data center transceiver modules incorporate these EMLs and related components to deliver high power and high quality modulated signals for superior speed and distance performance. In addition, we design and manufacture laser light sources in our Indium Phosphide wafer fabs for Silicon Photonics-based short reach interconnects within the data center.
In December 2016, we entered into an asset purchase agreement to sell certain assets of our access and low speed transceiver product lines (the “Low Speed Transceiver Products”) to APAT Optoelectronics Components Co., Ltd. (“APAT OE”) of Shenzhen, China. In January 2017, we closed the sale of these assets which generated approximately 1%, 15% and 27% of our total revenue in 2017, 2016 and 2015, respectively. All of these product lines were part of our Network Products and Solutions group and include the low speed passive optical network, or PON, products for which the end-of-life plan was announced in mid-2016. 

Our revenue over the last several years reflects the rapid adoption and deployment of high speed 100G above networks across the global telecom and data center network applications. 

We sell our products to the world’s leading network equipment manufacturers, including Nokia Corporation, or Nokia (formerly Alcatel-Lucent S.A., or Alcatel-Lucent, which was acquired by Nokia in January 2016), Ciena Corporation, or Ciena, Cisco Systems, Inc. and Huawei Technologies Co., Ltd., or Huawei. These four companies accounted for approximately 65% and 76% of our total revenue in 2017 and 2016, respectively. Other leading customers are FiberHome Telecommunications Technologies Co., Ltd., or FiberHome, a major Chinese telecommunications system provider, and Acacia Communications, Inc., or Acacia, a fast growing vendor of optical interconnects. 
Our leading customers serve the telecom market and also the hyper-scale data center market, represented by companies including Amazon, Facebook, Google and Microsoft.  Large network equipment and optical module companies, together with emerging content providers and data center operators, are the focus of our strategy due to their important positions in high speed and related communications networks markets.
We believe our Advanced Hybrid Photonic Integration technology is well positioned to serve the highest speed next-generation 200G, 400G and 600G products and applications. Using this core technology we produce photonic integrated circuits, or PICs, that comprise both arrayed and individual photonic functional elements using optimized materials systems and processes from our in-house Silicon, Indium Phosphide and Gallium Arsenide wafer fabrication, plus Silicon Germanium chips produced in external foundries. These individual PICs from different materials are then combined using our hybrid integration technology to make complete products, such as our Integrated Coherent Receiver (“ICR”), our ultra-narrow linewidth tunable laser, our Multi-cast Switch (“MCS”) for 100G and beyond coherent transport and Metro applications, our 100G and above CFPx transceivers for data center and telecom client networks, and our 64 Giga-baud ("GBaud") ICR and Indium Phosphide Micro-Modulator with an integrated driver for 400G and above applications. 
100G and beyond coherent technology has become widely used in the Long Haul market segment over the last several years, but has only recently begun to be deployed in the much larger Metro and the emerging data center interconnect, or DCI, sector of the market.  While the cost per port deployed typically declines every year due to technological advances, 100G and beyond coherent port demand represents a high growth opportunity for suppliers of components, modules and systems for the 100G coherent Metro and DCI markets.  In addition, Metro coherent ports include ports that have “flex coherent” features, which can be used not only in the Metro market but also in the Long Haul market and therefore have to support the highest performance applications at deployment. 
Our products for the rapidly growing coherent Metro market include Integrated Coherent Receivers, ultra-narrow linewidth tunable lasers, micro-modulators and multi-cast switches.  Our multi-cast switches similarly are used by hyper-scale content providers for software definition of their network configuration.  Also, we produce coherent transceiver modules that

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are used for the Metro market as well as the data center interconnect market, such as high speed coherent CFP-DCO transceivers.
We design and manufacture a range of semiconductor laser and control IC products that are used in client-side telecommunications transmission and in single mode interconnections in hyper-scale data center applications. These products include lasers that are specifically optimized for use with Silicon Photonics based interconnects and for longer distance and high data rate interconnects.
We further design and manufacture a broad range of products for optical communications networks and a variety of other applications, where the networks operate at speeds less than 100G. These products are key elements of direct detect long haul and metro DWDM networks as well as mobile backhaul and fronthaul networks that include application-specific passive optical functionalities in modules or subsystem configurations. These include athermal arrayed-waveguide grating (AWG)-based modules for multiplexing and demultiplexing in conventional ROADM nodes as well as variable optical attenuators and tap power monitors for network monitoring and control. In addition, many of these products provide high-bandwidth connections to base station antennas for mobile devices.
We have strengthened our technology leadership through several strategic acquisitions as noted below over the last six years. 
In October 2011, we acquired Santur Corporation, or Santur, a producer of tunable lasers and modulators for coherent transmission and of 100G client side transceiver modules. Santur’s capabilities included array distributed feedback ("DFB") lasers, silicon photonics and photonic integration of lasers, modulators and photodiode elements. 
In March 2013, we acquired the optical component business unit of LAPIS Semiconductor Co., Ltd., located in Japan, now known as NeoPhotonics Semiconductor. This business is a leading producer of high performance communications lasers, photodiode devices and optical control electronic devices which enable our leading market positions and increasing vertical integration in our coherent products including ultra-narrow linewidth tunable lasers and coherent receivers. NeoPhotonics Semiconductor also produces high speed lasers and control semiconductors for high speed data center and client side applications, providing vertical integration for our high speed telecom client side and data center module products and stand-alone products to the industry. 
In January 2015, we acquired the ultra-narrow linewidth tunable laser business of EMCORE Corporation’s (EMCORE), expanding our position as a supplier of tunable laser for coherent communications. The EMCORE ultra narrow linewidth tunable laser products are used in the industry’s highest speed applications and are critical components that are used with our highest speed and highest bandwidth receiver products for the emerging data rates of 400G and 600G.
We have research and development and wafer fabrication facilities in San Jose and Fremont, California and in Tokyo, Japan that coordinate with our research and development and manufacturing facilities in Dongguan, Shenzhen and Wuhan, China and Ottawa, Canada. We additionally do conduct research and development and manufacturing in Moscow, Russia. We use proprietary design tools and design-for-manufacturing techniques to align our design process with our precision nanoscale, vertically integrated manufacturing and testing.
We use proprietary design tools and design-for-manufacturing techniques to align our design process with our precision nanoscale, vertically integrated manufacturing and testing. We believe we are one of the highest volume manufacturers of photonic integrated circuits ("PIC") in the world and that we can further expand our manufacturing capacity to meet market needs.
Industry Background 
The new era of connectedness is increasingly universal and demands that the capacity of the digital communications networks must increase exponentially. Smartphones and related portable devices have emerged as the preferred vehicle connecting the digital world, with more than one billion current smartphone users and a rapidly increasing volume of other portable devices. Not only are more people connected to the mobile web, but they are connecting at increasingly higher data rates and requiring higher bandwidths. Wireless network deployments have progressed from third generation (3G) to fourth generation (4G/LTE) and are moving toward fifth generation (5G), representing a 10X increase in bandwidth over five years, and providing end-users with ever-increasing download speeds and mobility, and enabling IoT machine-to-machine communication for the integration of autonomous vehicles and other disruptive applications. 
Further the deployment of modern communications has rapidly expanded from being the domain of telecom service providers to include today’s deployments by enterprises, content providers and merchant data storage and service “mega” data

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center enterprises.  The rapid rise of internet traffic that is going through mega data centers operated primarily by leading content companies, such as Amazon, Apple, Facebook, Google and Microsoft (i.e. Microsoft Azure), has created a large and rapidly growing new market for optical modules and components in general, but more specifically for high speed optical modules and components.  
The revolution in the power of low cost computing devices is associated with an observation made by Intel co-founder Gordon Moore in 1965 that the number of transistors per square inch on integrated circuits had doubled every two years since their invention and a prediction that this trend would continue. In the domain of optical communications, a similar revolution, progressing at a similar rate, is driven by the increased speed, smaller size and lower cost achieved by photonic integration. 
A single optical fiber can carry nearly 100 individual wavelengths (colors), each of which can now support 100 gigabits per second of data traffic capacity. Each of these wavelengths requires a 100G or higher speed transmitter and receiver, which can be tuned to any of the 100 separate channels. Thus, using 100G coherent technology and industry standard compression (MPEG-2), a single fiber can carry approximately 500,000 individual high definition full motion movies simultaneously over one fiber. 
Digital Optical Communications Market Structure 
The digital optical communications market has two main sectors, telecom (which is sub divided into Long Haul, Metro and access applications) and Datacom (which includes data center). The telecom sector includes the global backbone of Long Haul and Metro communications. It also includes local access links to end users. The Datacom and data center sector includes connections in hyper-scale data centers as well as traditional “enterprise” networks. As data centers proliferate within metropolitan sized geographies, a very rapidly growing Data center Interconnect market has emerged which resembles the metro market in its bandwidth and distance needs and utilizes similar optical technologies and products.   
While the Metro market is the largest volume, it most often follows the Long Haul telecom sector in technology deployment, notably of coherent 100G and beyond technologies. The Long Haul telecom sector is the first adopter of the highest speed and most advanced communication links, and typically migrates over time into the Metro sector as costs are reduced such that they are economical in the shorter but more numerous Metro network links, with its commensurate lower traffic densities prior to aggregation for Long Haul transport.
The Datacom market includes hyper-scale data centers and infrastructure for cloud based services as well as traditional enterprise networks. Companies such as Amazon, Apple, Facebook, Google and Microsoft are steadily increasing investments in very large data centers as they implement cloud-based “big data” services that can be crowd-sourced and crowd-distributed, and that utilize machine-to-machine and inter-data center transactions to power the mobile web.  Connections between such very large data centers over a metro-sized area are an emerging high growth market for “big pipes” using dedicated 100G and beyond digital optical connections from data center to data center (inter-data center or DCI). Connections within data centers (intra-data center) and from data center to a telecommunications carrier are also moving to 100G and beyond speeds, although somewhat behind Metro, DCI and long haul.
The Datacom market is often the most cost sensitive sector of digital optical communications due to high volumes and to shorter lifetime requirements, and therefore it typically begins to adopt leading edge speeds after those speeds penetrate the Metro sector of the telecom market segment.  
From this market structure, we believe that a technology leader must achieve a leadership position in the Long Haul telecom sector as the basis for commercializing the most advanced technology and then extending that technology to the Metro and DCI sectors and to additional applications within data centers and other Datacom applications. 
Digital Optical Communications Network Equipment 
The structure of the industry that supplies the network equipment for telecom digital optical communications networks has largely concentrated down to leading vendors which include: Nokia (formerly Alcatel-Lucent, which was acquired by Nokia in January 2016), Ciena, Cisco, Coriant, Fujitsu Limited, Fiberhome, Huawei, Infinera Corporation, NEC Corporation and ZTE Corporation. 
Major suppliers of network equipment to the Datacom and data center market include Arista Networks, Nokia, Brocade Communications Systems, Cisco, Huawei and Juniper Networks. At the optical module and component level, Broadcom Limited, or Broadcom (resulting from the acquisition of Broadcom Corporation by Avago Technologies Ltd., or Avago), Finisar and Sumitomo Electric Device Innovations, Inc., or Sumitomo, are leading merchant suppliers and some larger network equipment companies like Huawei and Cisco have divisions or affiliates (such as HiSilicon in the case of Huawei) that are

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captive suppliers. Furthermore, some of the larger hyper-scale content providers, such as Google, Microsoft and Facebook, are beginning to design and source their own optical network systems equipment from contract manufacturing partners.  These moves drive “disaggregation” in the data center network separating software and hardware elements, as well as different hardware functions, so that multiple vendors can supply different interacting products.
Recent changes in switch architectures are rapidly moving new installations to higher speed 25G dataflows (such that four such signal paths provide 100G comprised of four 25G signals, or “4x25G”), resulting in a fast growing 100G module market for connections inside the data center and “big pipes” for data connections between data centers, or data center interconnects (DCI), at 100G and 200G, and moving to 400G and 600G, data rates. 
The main photonic operational blocks or modules required for digital optical communications are transmitters, receivers and, where the network is branched, optical switches. Transmitters and receivers are often combined into single modules which are called transceivers and can be configured into line cards, daughter cards and transponders, or digital or analog modules. At the high end, such as Long Haul, a transmitter and receiver can be paired and combined with signal processing electronics to error correct and restore degradation which affects the signal after traveling long distances, in which case the unit is referred to as a transponder. For high speeds and high bandwidth each of these product types requires photonic integration at the most advanced and complete level to deliver the required performance and functionality while being manufacturable at scale and competitive in cost.  
Switching products, which switch different colors, or signal channels, down different branches of the network, have thus far been Reconfigurable Optical Add/Drop Multiplexers (ROADMs) consisting of Wavelength Selective Switches (WSSs). For 100G coherent networks, a new type of optical switch, the Multi-Cast Switch (MCS), has been developed and introduced to eliminate contention in 100G coherent switching. The need to eliminate contention is being driven by the move to SDON, which is important to both telecom network requirements and content provider networks.  A “contentionless” architecture uses both traditional “Wavelength Selective Switches” and the new MCS, which we supply.  One or more MCSs are deployed initially with each ROADM node, and then additional multicast switches are deployed over time as traffic growth demands with as many as eight MCS devices for each node, allowing networks to efficiently expand as needed. This type of switch is CDC, and its function is optimized for 100G and beyond coherent networks. 
Digital Optical Communications Technology Background 
Advances in cost performance in photonic integration have followed a path that has been similar to electronic integrated circuits.
The main objectives for technology advances in electronic digital integrated circuits and in integrated optical digital devices are similar, and are based on the drive towards lower cost and higher performance with expanding scale. In integrated optics these main objectives also include higher speed, lower power, smaller or denser form factor, and lower cost. 
In both electronics and optics these objectives require ever increasing integration and miniaturization. In optics, however, we believe advanced hybrid integration is required for the highest performance products. Hybrid integration for digital optical devices incorporates multiple types of materials substrates, rather than just one, as in silicon for an electronic integrated circuit. 
Complete advanced photonics integration capability requires at least three materials substrate systems: Indium Phosphide for active devices such as lasers, photodiode detectors, modulators, and amplifiers; Silicon or planar doped silicon dioxide (silica) for wave guides, filters, interferometers and other passive devices; and Gallium Arsenide or Silicon Germanium for drivers and control functions at the speeds necessary for 100G. The integration of more than one material substrate is called hybrid integration, and Advanced Hybrid Photonic Integration enables products in the 100G and beyond domain. 
Advantages and Challenges of Coherent Transmission 
Coherent digital optical transmission technology has increased the native capacity of a fiber optic link tenfold, versus a transmission modulation of simple on/off such as in 10G WDM networks. Coherent transmission modulation encodes information via phase and polarization, and the permutations of these variables are many times greater than on/off.  
To create a detectable error-free signal in the coherent modality requires that each color (wavelength) transmitted be much purer than would be required for lower speed protocols. The primary enabler of such ultra-narrow line width (NLW), that is, an ultra-pure and stable color, is a new generation of the most advanced lasers. These NLW lasers must be paired with a new generation of receivers that decode phase and polarization through comparison with another NLW laser in a PIC-interferometer. Ultra-narrow line width lasers are built on Indium Phosphide substrates while the receivers utilize a Silicon or Indium Phosphide interferometer and Indium Phosphide photo detectors.  

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These 100G and beyond coherent optical transmission devices require tighter tolerances of material thickness and other critical dimensions than do components operating at 10G. For 100G, a new generation of technologies, including faster Gallium Arsenide drivers, is required to suitably process transmission signals in both the laser transmitter and the detector and receiver. As transmission speeds move to 200G, 400G and even 600G through higher order modulation protocols and higher symbol rates, even higher performance optical components are required.  We believe we have established and characterized the full range of driver, laser and detector technologies required for implementing 100G, 200G, 400G and 600G coherent systems, a capability that we believe is held by only a few companies. 
Our Core Technology and Hybrid Photonic Integration Platform 
We have core technology capabilities in optoelectronics that enable the high speed, high bandwidth, high performance optoelectronics products and we believe we have developed or acquired all necessary capabilities required for producing high performance Advanced Hybrid Photonic Integrated optoelectronic devices for the most stringent performance requirements and operating conditions. Our core technology leverages a unique multi-material platform that includes:  
Indium Phosphide (InP): Indium Phosphide is used to produce efficient lasers, sensitive photo detectors and modulators in the wavelength window typically used for telecommunications, i.e. 1.55 micron wavelengths, as it is a direct bandgap III-V compound semiconductor material. InP is the most important material for the generation of laser signals and the detection and conversion of those signals back to electronic form.
Silicon (Silicon Photonics and Planar Lightwave Circuits): Silicon is a multi-attribute material that is efficient for electronics and versatile for integration while being very inefficient in generating or detecting light in the telecom wavelength window as it is an indirect bandgap semiconductor material. Consequently, waveguides of Silicon or doped silicon dioxide (silica) exhibit very low optical loss and are ideal for switching, filtering or interferometric applications and active elements including modulators and switches can be produced using Silicon waveguides.  
Gallium Arsenide (GaAs): Gallium Arsenide can operate at very high speeds and is well suited to make analog integrated circuit drivers for high speed lasers and modulators due to its high electron mobility. GaAs is a direct bandgap III-V compound semiconductor material, but unlike InP, GaAs does not lase in the telecom wavelength window.  
Silicon Germanium (SiGe): Silicon Germanium is an alloy of Silicon and Germanium that is used to manufacture mixed signal and analog integrated circuits and is well suited for high speed amplifiers used in 100G systems. SiGe devices are made using standard silicon processing techniques in commercial foundries.  
ASIC Development:  We have applied in-house capability for customized integrated circuit design and development for specific purpose applications in high speed optical digital control and management, including certain developments in signal processing.  Such products are deployed in GaAs, SiGe and silicon materials platforms. 
We have developed design, integration and manufacturing approaches and techniques to produce advanced, high speed integrated solutions leveraging each of these in-house materials technology and high speed digital optoelectronics platforms. 

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Hybrid Photonic Integration
Products
    
Indium Phosphide
    
Silicon/Silica
    
Gallium
Arsenide/Silicon
Germanium
COHERENT PRODUCT FAMILIES
 
 
 
 
 
 
 
 
 
 
Integrated Coherent Receiver
 
ü
 
ü
 
ü
 
 
 
 
Ultra-Narrow Line Width Tunable Laser
 
ü
 
ü
 
 
 
 
 
 
100G / 200G Multi-rate CFP-DCO Digital Coherent Transceiver
 
ü
 
ü
 
ü
 
 
 
 
Multi-Cast Switch for 100G Coherent ROADM Node
 
ü
 
ü
 
 
 
 
 
 
 
 
 
64 GBaud CDM-Coherent Driver Modulator
 
ü
 
ü
 
ü
 
 
 
 
CLIENT SIDE / DATA CENTER PRODUCT FAMILIES
 
 
 
 
 
 
 
 
 
 
28 GBaud and 56 GBaud EML Lasers/Photodiodes and Semiconductor Drivers and Trans Impedance Amplifiers
 
ü
 
 
 
ü
 
 
 
 
CFP2-LR4 100G 10 km Transceiver
 
ü
 
ü
 
ü
 
 
 
 
Continuous Wave, CWDM and DWDM DFB lasers and laser arrays
 
ü
 
ü
 
 
Our Strategy
Key elements of our strategy include:
Continue innovating to develop industry-leading comprehensive technology for Advanced Hybrid Photonic Integration. We have strengthened and expanded our technology platforms for comprehensive advanced photonic integration, in part from acquisitions and from internally funded development. We expect to continue to combine our mixed platform approach to design and produce the highest performance optical signal processing solutions. 
Capture major customer share for the most advanced modules and components at the top suppliers of state and users of the art network equipment. We intend to deepen our relationships with our strategic customers by increasing design wins in their systems, including Ciena, Cisco, Huawei and Nokia, plus certain others, which are market leaders or emerging players in 100G and beyond coherent systems.   
Offer complete optoelectronic solutions for 100G to 600G and beyond for leading edge Telecom and Datacom market segments. We expect to continue to introduce Coherent Transmitter, Receiver and Transceiver Module products that are optimized for the highest speeds so that our product line will include each of the major types of the most advanced products. 
Achieve growth in integrated optical applications that leverage our core technology of advanced optoelectronic products. We intend to provide state of the art products and solutions to industry leading customers to advance our goal of achieving continuous improvement in operating performance, profitability and growth. 
Focus on high growth segments that leverage our leadership in Advanced Hybrid Photonic Integration and that contribute to our profitable growth. We plan to continue to develop our products and solutions to capture new opportunities, such as emerging 400G and 600G connections in both carrier networks and within and between large data centers.

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Extend our product line into additional segments of the network that will benefit from ultra-high speed performance. We intend to penetrate the emerging market for 100G and above connections both within and between mega-data centers. In this segment we are targeting major users and builders of data centers and data center equipment, such as Amazon, Apple, Facebook, Google and Microsoft, as they develop some of their own network equipment. We believe our technology and product line is well positioned to penetrate this market. 
Pursue acquisitions that extend our leadership position in advanced optoelectronic integration. We may opportunistically pursue acquisitions that we believe provide complementary technology and that can accelerate our growth and strengthen our market position. 
Our Technology 
We have developed expertise in the design, large-scale fabrication, high-volume module manufacturing and commercial deployment of high speed digital optics and signal processing products that are based on our Advanced Hybrid Photonic Integration products and technologies. The process of designing and manufacturing advanced optoelectronic integrated devices in high volume with predictable, well-characterized performance and low manufacturing costs is complex and multi-faceted. We have developed the technologies using multiple materials platforms for photonic integration that are required to design and manufacture complex, high-performance optoelectronic components, modules and subsystems for fiber optic networks. The basic elements of our technology are as follows: 
Mixed-material platform and optoelectronic integration technology. We utilize a set of proprietary integration platforms that provide optoelectronic functionality on silicon and other integrated compound semiconductor substrates including Indium Phosphide, Gallium Arsenide and Silicon Germanium and integrated combinations of these platforms.
We utilize micron and sub-micron scale structures of multiple silicon dioxide and Indium Phosphide waveguides to fabricate optoelectronic functional elements such as lasers, detectors, modulators, interferometers, integrated optical filters, switches and variable attenuators. We integrate these functional design elements into optoelectronic devices to achieve a desired functionality and specification that is incorporated into our products. Similarly, we use Gallium Arsenide and Silicon Germanium integration platforms for drivers, amplifiers and related high-speed electronic control functions for our integrated optoelectronic devices. 
Advanced Hybrid Photonic Integration. Through precise fabrication and positioning of physical features, we can integrate numerous different optoelectronic devices, which are fabricated on separate wafers from different semiconductor and related materials, matching the material to the function to create improved performance by using the highest performance elements of each type. For example, our hybrid integration allows us to integrate active devices, such as photodiodes or lasers fabricated using Indium Phosphide, with high-performance passive devices, such as interferometers, switches, routers and filters, fabricated on silicon, and to mate electronic amplifiers made with Silicon Germanium or drivers made with Gallium Arsenide directly to optical elements made with Silicon or Indium Phosphide. 
This ability to combine specific functional elements out of optimized materials not only allows for very compact and low power components, but also through the intimate coupling of different elements, makes possible completely new functions. An example of this multi-platform architecture is found in the coherent optical communications domain where we intimately couple a passive interferometer with separate quadrature components carrying information and with photo detectors to turn a high speed optical signal into data-rich electrical signals for processing. 
Optoelectronic engineering and integration. As we create complex integrated optoelectronic devices, we design and build electronic control algorithms and devices, signal processing methodologies, hardware and software routines and protocols, and device level ASICs that function to control and manage the highest performance features and capabilities of these integrated optoelectronics devices and systems. For example, our digital and analog modules are carefully characterized and controlled to extend and deliver their full operating ranges and performance features enables by their Advanced Hybrid Photonic Integration platform.
Hardware and firmware integration. We also sell our products as modules and subsystems which contain electronic hardware and firmware controls that interface directly with our customers’ systems. We design the electronic hardware and develop the firmware for control of our optical products and subsystems, and so that our optical products meet customer specifications. 
Devices, Components, Modules & Subsystems. We are vertically integrated from the design of photonic integrated devices through manufacturing in our own wafer fabs and assembly and test in our own factories. We design and manufacture modules and subsystems that combine our key products with other elements to offer customers a complete solution. We sell products at

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each level of product utility and can achieve the highest performance and capture the greatest value. We utilize some contract manufacturers for assembly operations where it is cost effective. 
Fabrication and manufacturing processes. We have developed expertise in the technology domains relevant to high-volume fabrication and manufacturing of our optoelectronic integrated circuit products using wafer-scale processes and including the complex interaction of electro-optic, thermal-optic and mechanical micro-thermal features. Our complex manufacturing steps are analogous to many processes used in the semiconductor industry. Each integrated element is tested and characterized using our proprietary test equipment before incorporation into our products. Moreover the ability to assemble complete optoelectronic devices, modules and systems with full control of performance and fabrication from the semiconductor and optical device level through to its optoelectronic controls to its pluggable module form factor enables delivery of the highest performance, highest scale and lowest cost solutions required by the industry. 
Circuit design and design-for-manufacturing tools. We use a comprehensive set of proprietary as well as industry standard software design tools, to model relevant geometries, dimensions and thermal management for a broad range of photonic devices. With these tools, we develop products with minimal design iterations and manage precision manufacturing to a narrow range of high performance specifications.
Our Products 
We develop and manufacture Transmitter Products, Receiver Products and Switch Products that are used in ultra-high speed digital optical and signal processing communications, high speed switching and provisioning. We combine our transmitter and receiver products into Transceiver modules. Our Switching Products, such as Multi-Cast Switches, are used primarily in ROADM nodes that dynamically and efficiently allocate bandwidth to adjust for fast changing traffic patterns and for provisioning software defined optical networks. Our products can be categorized into groups, including High Speed Products for 100G, 200G, 400G, 600G and beyond applications, including in coherent networks, and Network Products and Solutions, for lower speed networks and other passive telecom and instrumentation products. 
High Speed Products: We produce transmitter and receiver products as well as switching products for 100G and beyond optical transmission applications over distances of 2 to 2,000 kilometers. In addition we combine 100G and beyond transmitter and receiver products into pluggable modules for both line side coherent and client side hyper-scale data center applications. We have also integrated transmitter and receiver functions into a single integrated component called a COSA (Coherent Optical Sub Assembly), which has an ultra-small form factor designed to fit into the next generation pluggable transceivers. All of our high speed 100G and beyond products are based on our Advanced Hybrid Photonic Integration technology. This technology supports encoding 100 gigabits or more per second of information for transmitting over a single channel and decoding the information at the receiver, as well as enabling smaller, more compact and more highly integrated designs for the individual elements and integrated COSAs. 
For Long Haul and Metro transport, we design and manufacture optical components for coherent systems, which manipulate light to encode ten times or more the amount of information in the same wavelength channel than is possible with traditional methods. This manipulation can only be accomplished using advanced photonic integration to intimately couple functional elements together. Our Coherent Products include Ultra-Narrow Linewidth Tunable transmit and local oscillator lasers (NLW-TL), which generate the ultra-pure wavelength, or color, necessary for coherent transmission, coherent micro-modulators which encode the information on the intensity and phase of the optical beam and Integrated Coherent Receivers (ICRs), which decode the phase and polarization encoded coherent signal. 
We have introduced new pluggable coherent modules which combine our NLW-ITLA with our ICR and, in some cases with our high performance coherent modulator such as in our CFP-DCO transceiver and transponder optical modules.  The design for interoperability of each of the constituent elements of such a precise high speed device is a core capability that continues to fuel our ability to develop and deliver device and module products that achieve the highest performance available globally.  
We also sell 100G products for the client side and data center applications, including 25 GBaud EMLs, laser drivers, modulator drivers and photodiode receivers for 100G and beyond client side applications.  We further offer pluggable transceiver modules, such as CFP2-LR4, for high speed data center and telecom client applications. 
Further, we are developing an ultra-high-speed 56 GBaud EML and driver IC sets to enable single wavelength PAM4 100G applications and subsequently four wavelength 400G intra-data center transmission.  

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For hyper-scale data center applications we have introduced a series of high power laser diode array products for short reach Silicon Photonics based 100G intra-data center interconnections which use parallel single-mode architectures, or PSM4, as well as coarse wavelength division multiplexing, or CWDM architectures.  
We provide a proprietary switching solution for 100G coherent systems embodied in our Multi-Cast Switch (MCS) product line. Our 4x4, 4x16, 8x16 and 12x16 Multi-Cast Switch modules for CDC ROADMs efficiently allocate bandwidth and signal routing in 100G and higher data rate networks. The Multi-Cast Switch provides scalable contentionless operation to achieve the highest traffic management efficiency, optimizing traffic flows in coherent transmission systems. Our MCS uses our PLC photonic integration platform and consists of a complex array of switches, waveguides, taps, crossings and other functional elements manufactured on Silicon wafers using standard semiconductor processing equipment. Our PLC technology exhibits very low loss and enables the extension of the Multi-Cast Switch to be extended to higher port count NxM configurations.
Market Sectors Served By Representative High Speed Products
Products
    
Long Haul
    
Metro
    
Data center
COHERENT PRODUCT FAMILIES
 
 
 
 
 
 
 
 
 
 
Integrated Coherent Receiver
 
ü

 
ü

 
ü

 
 
 
 
Ultra Narrow Line Width Tunable Laser
 
ü

 
ü

 
ü

 
 
 
 
64Gbaud/COSA
 
ü

 
ü

 
ü

 
 
 
 
100G / 200G Multi-rate CFP-DCO Analog Coherent Transceiver
 
ü

 
ü

 
ü

 
 
 
 
Multi-Cast Switch for 100G Coherent ROADM Node
 
ü

 
ü

 
ü

 
 
 
 
 
 
 
64 GBaud CDM-Coherent Driver Modulator
 
ü

 
ü

 
ü

 
 
 
 
CLIENT SIDE / DATA CENTER PRODUCT FAMILIES
 
 
 
 
 
 
 
 
 
 
28 GBaud/56 GBaud EML Lasers/Photodiodes and Semiconductor Drivers and Trans Impedance Amplifiers
 
 
 
 
 
ü

 
 
 
 
Continuous Wave, CWDM and DWDM DFB lasers and laser arrays
 
 
 
 
 
ü
 
 
 
 
CFP2-LR4 100G 10 km Transceiver
 
 
 
ü
 
 
 
 
 
Network Products and Solutions: We design and manufacture products for optical communications networks and a variety of other applications, where the networks operate at speeds less than 100G. We offer a wide range of application-specific passive optical functionalities in modules or sub-system configurations. These include arrayed waveguide grating based drop modules for multiplexing and demultiplexing in conventional ROADM nodes as well as variable optical attenuators and tap power monitors for network monitoring and control. We combine several of these functions together in subsystems such as our variable multiplexer, which combines up to 48 variable optical attenuators and an arrayed waveguide grating multiplexer in a single compact unit.  In addition, many of these products provide high-bandwidth connections to base station antennas for mobile devices and to people and machines over fixed and wireless networks. As consumer connectivity speeds have increased through the transitions from 2G to 3G to 4G/LTE and moving to 5G, the bandwidths necessary to aggregate and connect wireless traffic into the backbone network, including Mobile BackHaul, have also increased. We offer laser drivers, modulator drivers, photodiode receivers and Trans impedance amplifiers for these applications. 

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Through 2016 we also offered complete transceiver modules for a variety of low speed Access and Mobile Backhaul applications, including GPON and GEPON transceiver products at up to 10G data rates, plus 10G and below telecom, bidirectional and specialty transceiver products. Upon the sale of the Low Speed Transceiver Products’ assets to APAT OE in January 2017, these products are no longer included in the Network Products and Solutions product group. 
In addition to products for fiber optic communications, we also sell products for test and measurement, instrumentation, industrial and research applications. 
Our Infrastructure, Intellectual Properties and Our Employees 
We have product development and product sustaining engineering teams in Silicon Valley (San Jose and Fremont, California), Tokyo, Japan and Shenzhen and Wuhan, China. In our Silicon Valley and Tokyo facilities we conduct research, product development and product roadmap definitions, including for our PIC products. In our Shenzhen facilities, we conduct new product development, manufacturing and process engineering, quality control, continuous improvement and cost reduction relating to product manufacturing, assembly and test. In our Wuhan, China and Ottawa, Canada facilities we conduct new device, component and product development. 
We seek to establish and maintain proprietary rights in our technology and products through the use of patents, copyrights and trade secret laws. We have filed applications for patents to protect certain of our intellectual property in the U.S. and in other countries, including Australia, Canada, Japan, Korea, Hong Kong, China, Russia, India, Taiwan and several European Union countries. As of December 31, 2017, we had approximately 600 issued patents, expiring between 2018 and 2036 covering various aspects of our technologies. 
We have manufacturing operations in the U.S., Japan, China and Russia. Our wafer fabrication operations are located in our San Jose and Fremont, California facilities, as well as in our Japan facilities, and include chip design, clean room fabrication, integration and related facilities for PICs. Our manufacturing, assembly and test operations are located in our Shenzhen and Dongguan, China facilities, and in Silicon Valley, California. In addition, we have established manufacturing capability in Russia. 
As of December 31, 2017, we had 1,783 employees and non-employee contractors, of which 257 were based in the U.S., 1,344 in China, 145 in Japan, 26 in Russia and Europe and 11 in Canada.
None of our U.S. employees are represented by a labor union. Chinese law allows that all employees be members of a union that is overseen by the Chinese government. The majority of the employees in our Japanese subsidiary are also members of a union. We have never experienced employment-related work stoppages and we consider our employee relations to be good. 
Our Customers 
In 2017, 2016 and 2015, our five largest customers accounted for 78%, 82% and 82% of our total revenue, respectively. In 2017, customers of 10% or more revenue were Huawei, together with its affiliate HiSilicon Technologies Co. Ltd. (collectively “Huawei”), and Ciena Corporation, which accounted for 40% and 16% of our total revenue, respectively. In 2016, customers of 10% or more revenue were Huawei and Ciena Corporation, which accounted for 50% and 15% of our total revenue, respectively. In 2015, Huawei and Ciena Corporation accounted for 44% and 21% of our total revenue, respectively.
Our Sales and Marketing 
We operate a sales model that focuses on alignment with our customers through coordination of our sales, product application engineering and manufacturing teams. Our sales cycles typically require a significant amount of time and a substantial expenditure of resources before we can realize revenue from the sale of products. The length of our sales cycle, from initial request to design win, is typically 6 to 12 months for an existing product and 12 to 18 months or longer for a new product. 
We use a global direct sales force based in North America, Europe, Russia and Asia, including China and Japan. These individuals work with our product application engineers, and product marketing and sales operations teams, in an integrated approach to address our customers’ current and future needs. We have very deep technical relationships.  We believe that these collaborative engineering activities provide us insight into our customers’ broader and longer-term needs. We view our technical sales capability and our technical relationships with customers as a key part of our value delivery to our key strategic customers. 

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Our marketing team focuses on product strategy, product development, roadmap development, new product introduction processes, program management, product demand stimulation and assessment, and competitive analysis. Our marketing team also seeks to educate the market about our products by communicating the value proposition and product differentiation in direct customer interactions and presentations and at industry tradeshows and at technical conferences. It is important that these teams are engaged in both industry forums such as MSA (multi supplier agreement) Committees, etc. as well as direct customer and end-user engagements.
Our Research and Development
We have invested and expect to continue to invest significant time and capital into our research and development operations. Research and development expenses were $58.3 million, $57.4 million and $44.5 million in 2017, 2016 and 2015, respectively. 
Our research and development activities continue to push the performance leadership boundaries in high speed digital optics, hybrid optical integration, optoelectronics control and in signal processing. 
Our Suppliers
We use suppliers from the U.S., China, Japan and other locations. Although there are multiple sources for most of the component parts of our products, some components are sourced from single or, in some cases, limited sources, which can increase risks of materials availability for production. We typically do not have written agreements with the majority of these component manufacturers to guarantee the supply of the key components used in our products. We also use contract manufacturers in Japan, China and other Asia locations for the back-end manufacturing of certain of our products. 
As the industry scales the entire supply chain is working to scale.  As a result, we work closely with our key suppliers to understand their business as we grow together.  This requires our continuing close management. 
Our Backlog
Sales of our products generally are made pursuant to purchase orders, often with short lead times. These purchase orders are typically made without deposits and may be subject to revision or cancellation. The quantities actually purchased by our customers, as well as the shipment schedules, are frequently revised to reflect changes in our customers’ needs and in our supply of products. 
Certain of our customers use vendor managed inventory (VMI) arrangements under which we manufacture at a customer’s request, then ship to its facility or a designated contract manufacturer for the customer, to be held until it is used by the customer. We maintain title to vendor managed inventory until the customer uses the inventory. At that time the customer takes title to the products, it reports the consumption to us and we recognize the revenue for the product sale. The increased use of VMI by our customers may increase the possibility of changes to our backlog since customers may consume VMI more quickly or more slowly than we had planned.
Our direct sales force works our customers in an integrated approach to understand current and future needs.  Because we operate a sales model that focuses on alignment with our customers there is the possibility of changes in delivery or acceptance schedules, cancellations, modifications or price reductions with limited or no penalties and the use by customers of VMI is increasing, we do not believe that backlog is a firm or reliable indicator of our future revenue and do not rely on backlog to manage our business or evaluate our performance. Changes in the amount of our backlog do not necessarily reflect a corresponding change in the level of actual or potential sales. 
Seasonality 
Historically, our first quarter revenue is generally seasonally lower than the rest of the year primarily due to lower capacity utilization during the annual new year holidays in China and the impact of typical price negotiations conducted at the end of each calendar year and impacting shipments during this period. This historical pattern is important in recognizing the typical annual distribution of revenue from quarter to quarter through the year.  That said, our first quarter revenue varies markedly year to year so should not be considered a reliable indicator of our future revenue or financial performance.
Financial Information by Geographic Region

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For information regarding our revenue and property, plant and equipment by geographic region, see Note 17 to the Consolidated Financial Statements. For risks relating to our operations see “Item 1A. Risk Factors” and particularly the risks under the caption “Risks related to our operations in China” and the risk factors “Our future results of operations may be subject to volatility as a result of exposure to fluctuations in foreign exchange rates, primarily the Chinese Renminbi (RMB) and Japanese Yen (JPY) exchange rates”, “We face a variety of risks associated with international sales and operations, which if not adequately managed could adversely affect our business and financial results” and “We are subject to global governmental export and import controls that could subject us to liability, impair our ability to compete in international markets or restrict our sales to certain customers”.
Competition
The market for optical communications systems is highly competitive. While no single company competes with us across all of our product areas, our competitors range from large international companies offering a wide range of products to smaller companies specializing in narrow markets. We believe the principal competitive factors in this market are: 
ability to provide leading edge technologies for high speed communications; 
ability to design and manufacture high quality, reliable products, including customized solutions;
breadth of product solutions;
price to performance characteristics;
ability to quickly and consistently produce in high volume and high quality;
ability to meet customers’ specific requirements;
ability to meet customer lead time demands;
financial stability; and
depth of relationships with and proximity to key customers globally. 
We believe we compete favorably with respect to these factors. We believe our principal competitors include: 
Furukawa Co., Ltd., Fujitsu Optical Components Limited, NTT Electronics Corporation, Oclaro, Inc., Sumitomo, Finisar, Lumentum Holdings Inc. (formerly JDS Uniphase Corporation) and others in Coherent products; 
Accelink Technologies Co., Ltd., Broadcom (formerly Avago), Finisar, InnoLight Technology Corporation, M/A-Com, Inc, Oclaro, Source Photonics, Inc., Sumitomo and others in Data center and Client side products; 
Lumentum and NTT Electronics Corporation in switching; and 
Lumentum, NTT Electronics Corporation, M/A-Com, Inc., Oclaro, Inc., Sumitomo and others in Network Products and Solutions. 
Our competitors may have substantially greater name recognition and technical, financial and marketing resources than we do. Many of our competitors have greater resources to develop products or pursue acquisitions, and more experience in developing or acquiring new products and technologies and in creating market awareness for these products and technologies than we do. In addition, a number of our competitors have the financial resources to offer competitive products at below market pricing levels that could prevent us from competing effectively and which could adversely affect our financial performance. 
We also face competition from some of our customers, including Huawei and its affiliate, HiSilicon, who evaluate our capabilities against the merits of manufacturing products internally. These customers may have the ability to manufacture competitive products at a lower cost than we would charge as a result of their higher levels of integration. As a result, these customers may purchase less of our products and there would be additional pressure to lower our selling prices which, accordingly, would negatively impact our revenue and gross margin. 

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Environmental, Health and Safety Matters
Our research and development and manufacturing operations and our products are subject to a variety of environmental, health and safety laws and regulations in the jurisdictions in which we operate. These regulations govern, among other things, the discharge of pollutants to air, water, and soil; the remediation of soil and groundwater contamination; the use, handling and disposal of hazardous materials; employee health and safety; and the hazardous material content and recycling of our products. We use, store and dispose of hazardous materials in our manufacturing operations and as components in our products. We incur costs to comply with existing environmental, health and safety requirements, and any failure to comply, or the identification of contamination for which we are found liable, could cause us to incur additional costs, including cleanup costs, monetary fines, or civil or criminal penalties, or result in the curtailment of our operations. In addition, environmental, health and safety requirements have become more stringent over time, and changes to existing requirements could restrict our ability to expand our facilities, require us to acquire costly pollution control equipment, or cause us to incur other significant expenses or to modify our manufacturing processes or the contents of our products. Some jurisdictions in which we operate or sell our products have enacted requirements regarding the recycling of waste electronic equipment, and/or the packaging and hazardous material content of certain products. For example, jurisdictions including China and the European Union, among a growing number of jurisdictions, have placed restrictions on the use of lead, among other chemicals, in electronic products, which affects the composition and packaging of our products. The passage of such requirements in additional jurisdictions, or the tightening of standards or elimination of certain exemptions in jurisdictions where our products are already subject to such requirements, could cause us to incur significant expenditures to make our products compliant with new requirements, or could limit the markets into which we may sell our products. 
Additionally, increasing efforts to control emissions of greenhouse gases, or GHG, may also impact us. For example, our semiconductor manufacturing operations in California use perfluorocarbons, which are classified as a high global warming potential greenhouse gas. Under California’s Global Warming Solutions Act, we designed and installed additional pollution control equipment at our San Jose, California, manufacturing plant to reduce our perfluorocarbon emissions beginning in 2012. Since the end of 2012, our San Jose and Fremont, California, manufacturing facilities have maintained compliance with the Global Warming Solutions Act through the monitoring and reviewing of our Greenhouse Gas Emissions including permits issued locally by the Bay Area Air Quality Management District, and we have submitted reports annually to verify such compliance. In the U.S., the Environmental Protection Agency has announced a finding relating to GHG emissions that may result in promulgation of federal GHG air quality standards that could also affect us.   
Available Information
We were incorporated in the State of Delaware in October 1996 as NanoGram Corporation, and we changed our name to NeoPhotonics Corporation in 2002. Our principal offices are located at 2911 Zanker Road, San Jose, CA 95134, USA and our telephone number is +1 (408) 232-9200. Our website address is www.neophotonics.com. Information found on, or accessible through, our website is not a part of, and is not incorporated into, this Annual Report on Form 10-K.
We file electronically with the U.S. Securities and Exchange Commission, or SEC, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. We make available on our website at www.neophotonics.com, free of charge, copies of these reports as soon as reasonably practicable after filing these reports with, or furnishing them to, the SEC.


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ITEM 1A.    RISK FACTORS  
Risks Associated with Our Business
We are dependent on Huawei Technologies Co., Ltd. and its affiliate HiSilicon Technologies Co., Ltd., Ciena Corporation and our other key customers for a large portion of our revenue and the loss of, or a significant reduction in orders in any period from any of our major customers may reduce our revenue and adversely impact our results of operations.
We have generated most of our revenue from a limited number of customers. In the year ended December 31, 2017, Huawei Technologies Co. Ltd., together with its affiliate HiSilicon Technologies Co., Ltd. (collectively “Huawei”), and Ciena Corporation accounted for approximately 40% and 16% of our revenue, respectively, and our top five customers represented 78% of our revenue. In the year ended December 31, 2016, Huawei Technologies, together with its affiliate HiSilicon (or collectively, Huawei), and Ciena Corporation accounted for approximately 50% and 15% of our revenue, respectively, and our top five customers represented 82% of our revenue. In the year ended December 31, 2015, Huawei and Ciena Corporation accounted for approximately 44% and 21% of our revenue, respectively, and our top five customers represented 82% of our revenue. The loss of, or a significant reduction in orders from these major customers or any of our other key customers would materially and adversely affect our revenue and results of operations.
We are subject to risks and uncertainties related to our revenue growth outlook in China.
Fiber optics telecommunication growth in China is an important contributor to our success. We expect a major portion of our revenue to come from China infrastructure spending in wireline and wireless networks, notably from the three largest China telecom carriers, China Mobile Communications Corporation, China Telecommunications Corporation and China United Network Communications Group Co., Ltd. In part, this infrastructure spending originates from the publicly announced China Broadband 2020 and related initiatives. Tender awards from the China telecom carriers and spending under these initiatives was slower in 2017 than anticipated, and our leading customers in China had accumulated excess inventory during 2016, both of which adversely affected our financial condition and results of operations in 2017. If the anticipated Chinese spending and carrier tender awards do not materialize as anticipated, or if there are further unanticipated and/or prolonged delays in the Chinese initiative, our business, financial condition, results of operations and prospects would be further adversely affected.
We have had a history of losses which may recur in the future.
We have had a history of losses and we may incur additional losses in future periods. As of December 31, 2017, our accumulated deficit was $352.0 million. We also expect to continue to make significant expenditures related to the ongoing operation and development of our business. These include expenditures related to the sales, marketing and development of our products and to maintain our manufacturing facilities and research and development operations.
We may need to raise additional capital in order to pursue our business strategies or maintain our operations, and we may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our stockholders.
We believe that our existing cash and cash equivalents, and cash flows from our operating activities and funds available under our credit facilities will be sufficient to meet our anticipated cash needs for at least the next 12 months. However, we operate in an industry that makes our prospects difficult to evaluate. It is possible that we may not generate sufficient cash flow from operations or otherwise have the capital resources to meet our future capital needs. If this occurs, we may need additional financing to continue operations or execute on our current or future business strategies, including to: 
invest in our research and development efforts, including by hiring additional technical and other personnel;
maintain and expand our operating or manufacturing infrastructure;
acquire complementary businesses, products, services or technologies; or
otherwise pursue our strategic plans and respond to competitive pressures.
We do not know with certainty what forms of financing, if any, will be available to us. If financing is not available on acceptable terms, if and when needed, our ability to fund our operations, enhance our research and development and sales and marketing functions, develop and enhance our products, respond to unanticipated events, including unanticipated opportunities, or otherwise respond to competitive pressures could be adversely impacted. In any such event, our business, financial position and results of operations could be materially harmed. Moreover, if we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing stockholders. If we fail to raise sufficient additional capital if needed, we may not be able to completely execute our business plan and may not be able to continue our operations without further reducing expenses.


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If we incur additional indebtedness through arrangements such as credit agreements or term loans, such arrangements may impose restrictions and covenants that limit our ability to respond appropriately to market conditions, make capital investments or take advantage of business opportunities. In addition, any additional debt arrangements we may enter into would likely require us to make regular interest payments, which could adversely affect our results of operations.

Manufacturing problems could impact manufacturing yields or result in delays in product shipments to customers and could adversely affect our revenue, competitive position and reputation.
We may experience delays, disruptions or quality control problems in our manufacturing operations or supply chain constraints, which could adversely impact manufacturing volumes, yields or delay product shipments. As a result, we could incur additional costs that would adversely affect our gross margin, and product shipments to our customers could be delayed beyond the shipment schedules requested by our customers, which would negatively affect our revenue, competitive position and reputation.

Additionally, manufacturing yields depend on a number of factors, including the stability and manufacturability of the product design, manufacturing improvements gained over cumulative production volumes, the quality and consistency of component parts and the nature and extent of customization requirements by customers. Capacity constraints, raw materials shortages, logistics issues, labor shortages, volatility in utilization of manufacturing operations, supporting utility services and other manufacturing supplies, the introduction of new product lines, rapid increases in production demands and changes in customer requirements, manufacturing facilities or processes, or those of some third party contract manufacturers and suppliers of raw materials and components have historically caused, and may in the future cause, reduced manufacturing yields, negatively impacting the gross margin on, and our production capacity for, those products. Our ability to maintain sufficient manufacturing yields is particularly challenging with respect to PICs due to the complexity and required precision of a large number of unique manufacturing process steps. Manufacturing yields for PICs can also suffer if contaminated materials or materials that do not meet highly precise composition requirements are inadvertently utilized. Because a large portion of our PIC manufacturing costs are fixed, PIC manufacturing yields have a substantial effect on our gross margin. Lower than expected manufacturing yields could also delay product shipments and decrease our revenue.

Customer demand is difficult to accurately forecast and, as a result, we may be unable to optimally match production with customer demand.
We make planning and spending decisions based on our estimates of customer requirements. The short-term nature of commitments by many of our customers, and the possibility of unexpected changes in demand for their products, reduce our ability to accurately estimate future customer requirements. In 2016 and 2017, we incurred substantial capital expenditures to increase manufacturing capacity in response to strong customer demand in 2016 (particularly in China) and in expectation of continued strong demand in 2017. However, tender awards from the China telecom carriers and spending under the China Broadband 2020 and related initiatives was slower in 2017 than anticipated, and our leading customers in China have accumulated excess inventory during 2016, which resulted in decreased customer demand and underutilization of certain of our manufacturing operations. Because many of our costs and operating expenses are relatively fixed, reduction in customer demand due to market downturns or other reasons would have a material adverse effect on our operating results, as occurred in 2017.

On the other hand, on occasion, customers may require rapid increases in production, which can strain our resources, cause our manufacturing to be negatively impacted by materials shortages, necessitate higher or more restrictive procurement commitments, increase our manufacturing yield loss and scrapping of excess materials, result in delayed shipments and/or reduce our gross margins. We may not have sufficient capacity at any given time to meet the volume demands of our customers, and we may have difficulty expanding our manufacturing operations on a timely basis to meet increasing customer demand. Additionally, one or more of our suppliers may not have sufficient capacity at any given time to meet our volume demands. Any inability to meet customer demands for rapid increases in production in the future could have a material adverse effect on our business, financial condition, results of operations and prospects.

We are under continuous pressure to reduce the prices of our products, which has adversely affected, and may continue to adversely affect, our gross margins.
The communications networks industry has been characterized by declining product prices over time as technological advances increase price and performance and put pressure on existing products. We have reduced the prices of many of our products in the past, most often during annual end-of-year price negotiation. We expect pricing pressure for our products to continue, including from our major customers. To maintain or increase their market share, our competitors also reduce prices of their products each year. In addition, our customers may seek to internally develop and manufacture competing products at a lower cost than we would otherwise charge, which would add additional pressure on us to lower our selling prices. If we are

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unable to offset any future reductions in our average selling prices by increasing our sales volume, reducing our costs or introducing new products, our gross margin would be adversely affected.

We depend upon outside contract manufacturers for a portion of the manufacturing process for some of our products. Our operations and revenue related to these products could be adversely affected if we encounter problems with any such contract manufacturer.
While the majority of our products are manufactured internally, we also rely upon contract manufacturers in Thailand, China, Japan and other Asia locations to provide back-end manufacturing and production of some of our products. Our reliance on contract manufacturers for some of our products makes us vulnerable to possible production capacity constraints, reduced control over their supply chains, delivery schedules, manufacturing yields, manufacturing quality/controls and costs. If one of our contract manufacturers is unable to meet all of our customer demand in a timely fashion, whether due to their direct operating control or due to their supply chain, this could have a material adverse effect on the revenue from our products.

If the Metro and data center interconnect market sectors do not grow as rapidly as we expect, or if demand for our products in these sectors is lower than we expect, our revenue growth may be adversely affected.
We expect that our future growth in the market for 100G and beyond coherent products to be driven in large part by the increased adoption of our products in the Metro market segment and in the high-performance data center interconnect market. Over the last several years, 100G and beyond coherent technology has seen increasing adoption in the Long Haul market segment and now is penetrating the much larger Metro sector of the market.

If we fail to achieve or sustain a leadership position in the Long Haul telecom sector and use our position in that market to penetrate the Metro and data center interconnect segments, if these segments fail to grow as expected, or if demand for our products in the Metro and data center interconnect market segments fails to materialize, our business, financial condition, results of operations and prospects would suffer.

We face intense competition which could negatively impact our results of operations and market share.
The communications networks industry is highly competitive. Our competitors range from large international companies offering a wide range of products to smaller companies specializing in niche products.

Some of our competitors have substantially greater name recognition, technical, financial, and marketing resources, and greater manufacturing capacity, as well as better-established relationships with customers, than we do. Some of our competitors have more resources to develop or acquire, and more experience in developing or acquiring, new products and technologies. Some of our competitors may be able to develop new products more quickly than us and may be able to develop products that are more reliable or which provide more functionality than ours. In addition, some of our competitors have the financial resources to offer competitive products at below-market pricing levels that could prevent us from competing effectively and result in a loss of sales or market share or cause us to lower prices for our products.

We also face competition from some of our customers who evaluate our capabilities against the merits of manufacturing products internally, including Huawei. Due to the fact that such customers are not seeking to make a comparable profit directly from the manufacture of these products, they may have the ability to provide competitive products at a lower total cost than we would charge such customers. As a result, these customers may purchase less of our products and there would be additional pressure to lower our selling prices which, accordingly, would negatively impact our revenue and gross margin.

The Chinese Government Ministry of Industry and Information Technology has announced a five-year optical component technology roadmap with the aim to reduce China’s dependency on non-domestic companies for high-end optical chips and sub-components, including some products manufactured and sold by us. This announcement continues an ongoing trend in China to build domestic industry in this area, and, while we believe local Chinese component suppliers do not currently have the capability to supply the highest performance optical chips and sub-components, those companies may over time develop such capability and negatively impact our revenue and financial performance if we do not continue to innovate and maintain our lead in the highest speed and performance optical components.

If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated growth and our business could suffer.
Our success and ability to implement our business strategy depends upon the continued contributions of our senior management team and others, including senior management in foreign subsidiaries and our technical and operations employees in all locations. Our future success depends, in part, on our ability to attract and retain key personnel, including our senior management and others. The loss of services of members of our senior management team or key personnel or the inability to

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continue to attract and retain qualified personnel could have a material adverse effect on our business. Competition for highly skilled technical and operations people where we operate is extremely intense, and we continue to face challenges identifying, hiring and retaining qualified personnel in many areas of our business.

The majority of our customer contracts do not commit customers to specified buying levels, and many of our customers may decrease, cancel or delay their buying levels at any time with little or no advance notice to us.
Our products are typically sold pursuant to individual purchase orders or by use of a vendor-managed inventory, or VMI, model, which is a process by which we ship agreed quantities of products to a customer-designated location and those products remain our inventory and we retain the title and risk of loss for those products until the customer takes possession of the products. Our customers are typically not contractually committed to buy any quantity of products beyond firm purchase orders. Many of our customers may increase, decrease, cancel or delay purchase orders already in place. We have experienced and expect to continue to experience wide fluctuations in demand from customers using VMI, particularly Huawei and its affiliate HiSilicon Technologies Co., Ltd., even in instances where we have built and shipped products to the customer-designated locations as VMI.

If we fail to adequately manage our long-term growth and expansion, our business and financial results will suffer.
Until 2017, we experienced significant growth over several years through, among other things, internal manufacturing and related expansion programs, product development and acquisitions of other businesses and products. Our business expanded to numerous locations, including foreign locations, and as a result became more complex, more demanding of management’s attention and subject to new laws and regulations.

Our success and ability to further scale our business will depend, in part, on our ability to manage changes in a cost-effective and efficient manner. If we cannot manage any future growth, we may be unable to take advantage of market opportunities, execute our business strategies or respond to competitive pressures. Any failure to effectively manage growth, maintain our quality and/or or customer satisfaction could adversely affect our business and reputation.

Our success will depend on our ability to anticipate and quickly respond to evolving technologies and customer requirements.
Our ability to anticipate and respond to evolving technology, industry standards, customer requirements and product offerings, and to develop and introduce new and enhanced products and technologies, will be critical factors in our ability to succeed. In addition, the introduction of new products by other companies embodying new technologies, or the emergence of new industry standards, could render our existing products uncompetitive from a pricing standpoint, obsolete or otherwise unmarketable.

While we rely on many suppliers, there are a few which, if they stopped, decreased or delayed shipments to us, it could have an adverse effect on our business and financial results.
We depend on a limited number of suppliers for certain components and materials we have qualified to use in the manufacture of certain of our products. Some of these suppliers could disrupt our business if they stop, decrease or delay shipments or if the components they ship have quality, consistency, or business continuity issues. Some of these components and materials are available only from a sole source, or have been qualified only from a single source. We may also face component shortages if we experience increased demand for components beyond what our qualified suppliers can deliver. If we experience component shortages from certain key suppliers, we may be unable to meet customer demand or may have higher purchasing costs, or both. Although we engage in various actions to mitigate the impact of these shortages, any inability on our part to obtain sufficient quantities of critical components at reasonable costs could adversely affect our ability to meet demand for our products, which could cause our revenue, results of operations, or both to suffer.

Our customers generally restrict our ability to change the component parts in our modules without their approval and such changes may require repeating product qualification processes. The reliance on a sole supplier, single qualified vendor or limited number of suppliers could result in delivery and quality problems, reduced control over product pricing, reliability and performance and an inability to identify and qualify another supplier in a timely manner. Any supply deficiencies relating to the quality, quantities or timeliness of delivery of components that we use to manufacture our products could adversely affect our ability to fulfill our customer orders and our results of operations.

We must continually achieve new design wins and enhance existing products or our business and future revenue may be harmed.
The markets for our products are characterized by frequent new product introductions, changes in customer requirements and evolving industry standards, all with an underlying pressure to reduce cost and meet stringent reliability and

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qualification requirements. Our future performance will depend on our successful development, introduction and market acceptance of new and enhanced products that address these challenges. The anticipated or actual introduction of new and enhanced products by us and by our competitors may cause our customers to defer or cancel orders for our existing products, and could result, and in the past, has resulted, in a write-down in the value of inventory. To the extent customers defer or cancel orders for our products for any reason or we fail to achieve new design wins, our competitive position would be adversely affected and our ability to grow revenue would be impaired.

Furthermore, fast time-to-market with new products can be critical to success in our markets. It is difficult to displace an existing supplier for a particular type of product once a network equipment vendor has chosen a supplier, even if a later-to-market product provides superior performance or cost efficiency. If we are unable to make our new or enhanced products commercially available on a timely basis, we may lose existing and potential customers and our financial results would suffer.

We may be exposed to costs or losses from product lines that we intend to exit or may undertake divestiture of portions of our business that require us to continue providing substantial post-divestiture transition services and support, which may cause us to incur unanticipated costs and liabilities and adversely affect our financial condition and results of operations.
We have a strategy to exit products that have been declining in revenue and have lower gross margins than our other higher speed products. For instance, in January 2017, we completed the sale of assets and transfer of certain liabilities of our access network and low speed transceiver product lines (the “Low Speed Transceiver Products”). We may incur additional costs in connection with the sale or end-of-life of these products, or other products and/or facilities in the future, and our revenues and net income could be negatively affected, particularly in the short term, in connection with the end-of-life or sales of such products and/or facilities. It is also possible that we could incur continued costs or liabilities after the end-of-life process is completed, which could have a material adverse effect on our financial condition or operating results.

We are subject to the cyclical nature of the markets in which we compete and any future downturn may reduce demand for our products and revenue.
The markets in which we compete are tied to the aggregate capital expenditures of telecommunications service providers as they build out and upgrade their network infrastructure. These markets may be cyclical and characterized by rapid technological change, price erosion, evolving standards and wide fluctuations in product supply and demand. In the past, including recently to varying degrees in China, the U.S. and Europe, these markets have experienced significant downturns, often connected with, or in anticipation of, the maturation of product cycles—for both manufacturers’ and their customers’ products—or in response to over or under purchasing of inventory by our customers relative to ultimate carrier demand, and with declining general economic conditions. These downturns have been characterized by diminished product demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices. 

Our historical results of operations have been subject to substantial fluctuations, and we may experience substantial period-to-period fluctuations in future results of operations.

If spending for communications networks does not continue to grow as expected, our business and financial results may suffer.
Our future success as a provider of components, modules and subsystems to leading network equipment vendors depends on continued capital spending on global communications networks. Network traffic has experienced rapid growth driven primarily by bandwidth-intensive content, including cloud services, mobile video and data services, wireless 4G/LTE and 5G services, social networking, video conferencing and other multimedia. This growth is intensified by the proliferation of fixed and wireless devices that are enabling consumers to access content at increasing data rates anytime and anywhere. Our future success depends on continued demand for high-bandwidth, high-speed communications networks and the ability of network equipment vendors and carrier data center operators to fulfill this demand. In 2017, this growth slowed, primarily due to soft demand and high inventory levels in China, which adversely affected our business and financial condition in 2017. While we believe the long term prospects for growth in data traffic remain strong, our business and financial results will suffer if growth does not occur as expected.

We face a variety of risks associated with international sales and operations, which if not adequately managed could adversely affect our business and financial results.
We derive, and expect to continue to derive, a significant portion of our revenue from international sales in various markets. In addition, a major portion of our operations are based in Shenzhen and Dongguan, China and we have additional operations in Japan, Russia and Canada. Our international revenue and operations are subject to a number of material risks, including, but not limited to:
difficulties in staffing, managing and supporting operations in more than one country;

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difficulties in enforcing agreements and collecting receivables through foreign legal systems;
fewer legal protections for intellectual property in foreign jurisdictions;
the need for compliance with local laws and regulations;
foreign and U.S. taxation issues and international trade barriers;
general economic and political conditions in the markets in which we operate;
difficulties in obtaining any necessary governmental authorizations for the export of our products to certain foreign jurisdictions;
imposition of export restrictions on sales to any of our major foreign customers;
fluctuations in foreign economies and fluctuations in the value of foreign currencies and interest rates;
trade and travel restrictions;
outbreaks of contagious disease;
domestic and international economic or political changes, hostilities and other disruptions; and
difficulties and increased expenses in complying with a variety of U.S. and foreign laws, regulations and trade standards, including the Foreign Corrupt Practices Act and international labor standards. Negative developments in any of these areas in China, Japan, Russia or other countries could result in a reduction in demand for our products, the cancellation or delay of orders already placed, difficulties in producing and delivering our products, threats to our intellectual property, difficulty in collecting receivables, higher labor costs and a higher cost of doing business.

In addition, although we maintain an anti-corruption compliance program throughout our company, violations of our compliance program may result in criminal or civil sanctions, including material monetary fines, penalties and other costs against us or our employees, and may have a material adverse effect on our business.

Failure to realize the anticipated benefits from our business in the Russian Federation may affect our future results of operations and financial condition.
In connection with our raising capital in an April 2012 private placement of common stock, we established a wholly-owned subsidiary and company operations in the Russian Federation and we committed to make substantial investments in our Russian operations over a period of several years. We could be required to pay up to $2.0 million to Joint Stock Company “RUSNANO”, or Rusnano, at the time if we do not meet certain investment conditions towards our Russian operations by 2019.

The establishment of successful operations in the Russian Federation requires substantial capital expenditure, and is in part dependent on the cooperation of Russian entities that could include the Russia government and other third parties. We are also subject to economic, political, legal, and social events and developments in Russia, including but not limited to actions such as restrictions placed on U.S. companies doing business in Russia. If there are delays in our efforts to establish and maintain operations in the Russian Federation, the anticipated benefits of our Russian expansion may not be realized or may take longer to realize than expected.

Our revenues and costs will fluctuate over time, making it difficult to predict our future results of operations. 
Our revenue, gross margin and results of operations have varied significantly and are likely to continue to vary from quarter to quarter due to a number of factors, many of which are not within our control. For instance, changes in gross margin may result from various factors, such as changes in pricing, changes in our fixed costs, changes in the cost of labor, changes in the mix of our products sold, changes in the amount of product manufactured versus the amount of product sold over time, and charges for excess and obsolete inventory. In addition, our first quarter revenue is generally seasonally lower than the rest of the year primarily due to lower capacity utilization during the holidays in China and the impact of typical price negotiations during the fourth quarter. It is difficult for us to accurately forecast our future revenue and gross margin and plan expenses accordingly and, therefore, it is difficult for us to predict our future results of operations.

Increasing costs and other factors may adversely impact our gross margins.
We may not be able to maintain or improve our gross margins because of slow introductions of new products, pricing pressure from increased competition, failure to effectively reduce the cost of existing products, failure to improve our product mix, future macroeconomic or market volatility reducing sales volumes, changes in customer demand (including a change in product mix among different areas of our business) or other factors. Our gross margins can also be adversely affected for reasons including, but not limited to, fixed manufacturing costs that would not be expected to decrease in proportion to any decrease in revenues; unfavorable production yields or variances; increases in costs of input parts and materials; the timing of movements in our inventory balances; warranty costs and related returns; changes in foreign currency exchange rates; possible exposure to inventory valuation reserves; and other increases in our costs and expenses, including as a result of rising labor

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costs in China.  Such significant increases in costs without corresponding increases in revenue would materially and adversely affect our business, our results of operations and our financial condition and our gross margins. 

If our customers do not qualify our products for use, then our results of operations may suffer.
Prior to placing volume purchase orders with us, most of our customers require us to obtain their approval—called qualification in our industry—of our new and existing products, and our customers often audit our manufacturing facilities and perform other vendor evaluations during this process. The qualification process involves product sampling and reliability testing and collaboration with our product management and engineering teams in the design and manufacturing stages. If we are unable to qualify our products with customers, then our revenue would be lower than expected and we may not be able to recover the costs associated with the qualification process which would have an adverse effect on our results of operations.

In addition, due to evolving technological changes in our markets, a customer may cancel or modify a design project before we have qualified our product or begun volume manufacturing of a qualified product. It is unlikely that we would be able to recover the expenses for cancelled or unutilized custom design projects.

Potential changes in our effective tax rate could negatively affect our future results.
We are subject to income taxes in the U.S., China, Japan and other foreign jurisdictions, and our domestic and international tax liabilities are subject to the allocation of expenses in differing jurisdictions. Our tax rate is affected by changes in the mix of earnings and losses in countries with differing statutory tax rates, certain non-deductible expenses and the valuation of deferred tax assets and liabilities, including our ability to utilize our net operating losses. Increases in our effective tax rate could negatively affect our results of operations.

We may be involved in intellectual property disputes, which could divert management’s attention, cause us to incur significant costs and prevent us from selling or using the challenged technology.
Participants in the markets in which we sell our products have experienced frequent litigation regarding patent and other intellectual property rights. Numerous patents in these industries are held by others, including our competitors. In addition, from time to time, we have been notified that we may be infringing certain patents or other intellectual property rights of others. Regardless of their merit, responding to such claims can be time consuming, divert management’s attention and resources and may cause us to incur significant expenses. In addition, there can be no assurance that third parties will not assert infringement claims against us, whether or not such claims are valid. While we believe that our products do not infringe in any material respect upon intellectual property rights of other parties and/or meritorious defense would exist with respect to any assertions to the contrary, we cannot be certain that our products would not be found infringing the intellectual property rights of others.

In January 2010, Finisar Corporation, or Finisar, filed a complaint in the U.S. District Court for the Northern District of California against us and three other co-defendants. In the complaint, Finisar alleged infringement of certain of its U.S. patents arising from the co-defendants’ respective manufacture, importation, use, sale of or offer to sell certain optical transceiver products in the U.S. In March 2010, we filed an answer to the complaint and counterclaims, asserting two claims of patent infringement and additional claims asserting that Finisar has violated state and federal competition laws and violated its obligations to license on reasonable and non-discriminatory terms. In May 2010, the Court dismissed without prejudice all co-defendants (including us) except Source Photonics, Inc., on grounds that such claims should have been asserted in four separate lawsuits, one against each co-defendant. This dismissal without prejudice does not prevent Finisar from bringing a new similar lawsuit against us. In May 2012, we and Finisar agreed to toll our respective claims until the refiling of certain of the previously asserted claims from this dispute. As a result, Finisar is permitted to bring a new lawsuit against us if it chooses to do so, and we may bring new claims against Finisar upon seven days written notice prior to filing such claims.

Although we believe that we would have meritorious defenses to the infringement allegations and intend to defend any new similar lawsuit vigorously, there can be no assurance that we will be successful in our defense. Even if we are successful, we may incur substantial legal fees and other costs in defending the lawsuit. Further, a new lawsuit, if brought by either party, would be likely to divert the efforts and attention of our management and technical personnel, which could harm our business.

We have pursued and may continue to pursue acquisitions. Acquisitions could be difficult to integrate, divert the attention of key personnel, disrupt our business, dilute stockholder value and impair our financial results.
As part of our business strategy, we have pursued and intend to continue to pursue acquisitions of complementary businesses, products, services or technologies that we believe could accelerate our ability to compete in our existing markets or allow us to enter new markets. Any of these transactions could be material to our financial condition and results of operations. For instance, in October 2011, we completed the acquisition of Santur Corporation, a designer and manufacturer of InP-based

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PIC products, and in March 2013 we completed the acquisition of the optical semiconductor business unit of LAPIS Semiconductor Co., Ltd., now known as NeoPhotonics Semiconductor. We purchased the tunable laser product lines of EMCORE in January 2015 and the power monitoring products business of EigenLight Corporation, or Eigenlight, in November 2015.

Acquisitions involve numerous risks. The failure to successfully evaluate and execute acquisitions or otherwise adequately address such risks could result in excess costs and materially harm our business and financial results.

Acquisitions also frequently result in the recording of goodwill and other intangible assets which are subject to potential impairments which have occurred in the past and which, were they to occur in the future, could harm our financial results.

It could be discovered that our products contain defects that may cause us to incur significant costs, divert our attention, result in a loss of customers and result in product liability claims.
Our products are complex and undergo quality testing as well as formal qualification, both by our customers and by us. For various reasons, such as the occurrence of performance problems that are unforeseeable in testing or that are detected only when products age or are operated under peak stress conditions, our products may fail to perform as expected long after customer acceptance. Failures could result from faulty components or design, problems in manufacturing or other unforeseen reasons. As a result, we could incur significant costs to repair or replace defective products under warranty, particularly when such failures occur in installed systems. Any significant product failure could result in lost future sales of the affected product and other products, as well as customer relations problems and litigation, which could harm our business.

The communications networks industry has long product development cycles requiring us to incur product development costs without assurances of an acceptable investment return.
Large volumes of communications equipment and support structures are installed with considerable expenditures of funds and other resources, and long investment return period expectations. At the component supplier level, these cycles create considerable, typically multi-year, gaps between the commencement of new product development and volume purchases. Due to changing industry and customer requirements, we are constantly developing new products, including seeking to further integrate functions on PICs and developing and using new technologies in our products. These development activities necessitate significant investment of capital. Our new products often require a long time to develop because of their complexity and rigorous testing and qualification requirements. Accordingly, we and our competitors often incur significant research and development and sales and marketing costs for products that, initially, will be purchased by our customers long after much of the cost is incurred and, in some cases, may never be purchased due to changes in industry or customer requirements in the interim.

We are subject to global governmental export and import controls that could subject us to liability, impair our ability to compete in international markets, or restrict our sales to certain customers.
We are subject to export and import control laws, trade regulations and other trade requirements that limit which products we sell and where and to whom we sell our products, especially laser-dependent products. In some cases, it is possible that export licenses would be required from the U.S. or other government agencies outside the U.S. such as, but not limited to, Japan, China or Russia for some of our products in accordance with various statutes. In addition, various countries regulate the export or import of certain technologies and have enacted laws that could limit our ability to distribute our products. Failure to comply with these and similar laws on a timely basis, or at all, or any limitation on our ability to export or sell our products or to obtain any required licenses would adversely affect our business, financial condition and results of operations.

If we fail to protect our intellectual property and other proprietary rights, our business and results of operations could be materially harmed.
Our success depends to a significant degree on our ability to protect our intellectual property and other proprietary rights. We rely on a combination of patent, trademark, copyright, trade secret and unfair competition laws, as well as license agreements and other contractual provisions, to establish and protect our intellectual property and other proprietary rights. We have applied for patent registrations in the U.S. and in other foreign countries, some of which have been issued. We cannot guarantee that our pending applications will be approved by the applicable governmental authorities.

Policing unauthorized use of our technology is difficult and we cannot be certain that the steps we have taken will prevent the misappropriation, unauthorized use or other infringement of our intellectual property rights. Further, we may not be able to effectively protect our intellectual property rights from misappropriation or other infringement in foreign countries where we have not applied for patent protections, and where effective patent, trademark, trade secret and other intellectual

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property laws may be unavailable, or may not protect our proprietary rights as fully as U.S. or Japan law. Particularly, our U.S. patents do not afford any intellectual property protection in China, Japan, Canada or other Asia locations, including Russia, where we have company operations.

In the future, we may need to take legal actions to prevent third parties from infringing upon or misappropriating our intellectual property or from otherwise gaining access to our technology. Protecting and enforcing our intellectual property rights and determining their validity and scope could result in significant litigation costs and require significant time and attention from our technical and management personnel. If we fail to protect our intellectual property and other proprietary rights, or if such intellectual property and proprietary rights are infringed or misappropriated, our business, results of operations or financial condition could be materially harmed.

If we fail to obtain the right to use the intellectual property rights of others which are necessary to operate our business, and to protect their intellectual property, our business and results of operations will be adversely affected.
From time to time we may choose to, or be required to, license technology or intellectual property from third parties in connection with the development of our products. Failure to obtain a necessary third-party license required for our product offerings or to develop new products and product enhancements could adversely affect our business.

Participation in standards setting organizations may subject us to intellectual property licensing requirements or limitations that could adversely affect our business and prospects.
In the course of our participation in the development of emerging standards for some of our present and future products, we may agree to grant to all other participants a license to our patents that are essential to the practice of those standards on reasonable and non-discriminatory, or RAND, terms. If we fail to limit to whom we license our patents, or fail to limit the terms of any such licenses, we may be required to license our patents or other intellectual property to others in the future, which could limit the effectiveness of our patents against competitors.  

Any potential dispute involving our products, services or technology could also include our customers using our products, which could trigger our indemnification obligations to them and result in substantial expenses to us.
In any potential dispute involving allegations that our products, services or technology infringe the intellectual property rights of third parties, our customers could also become the target of litigation. Because we often indemnify our customers for intellectual property claims made against them for products incorporating our technology, any claims against our customers could trigger indemnification obligations in some of our supply agreements, which could result in substantial expenses such as increased legal expenses, product recalls, damages for past infringement or royalties for future use.

Natural disasters, terrorist attacks or other catastrophic events could harm our operations and our financial results.
Our worldwide operations could be subject to natural disasters and other business disruptions, which could harm our future revenue and financial condition and increase our costs and expenses. For example, our corporate headquarters and wafer fabrication facility in Silicon Valley, California and our Tokyo, Japan facility are located near major earthquake fault lines, and our manufacturing facilities are located in Shenzhen and Dongguan, China, areas that are susceptible to typhoons. We are not insured against many natural disasters, including earthquakes.

Similarly, our worldwide operations could be subject to secondary effects of natural disasters, terrorist attacks or other catastrophic events. Even if our facilities are not directly affected, any of these types of events could substantially disrupt the business of our suppliers or customers, which could have a material adverse effect on us.

Rapidly changing standards and regulations could make our products obsolete, which would cause our revenue and results of operations to suffer.
We design our products to conform to regulations established by governments and to standards set by industry standards bodies worldwide, such as The American National Standards Institute, the European Telecommunications Standards Institute, the International Telecommunications Union and the Institute of Electrical and Electronics Engineers. Various industry organizations are currently considering whether and to what extent to create standards for elements used in 100Gbps and beyond systems. Because certain of our products are designed to conform to current specific industry standards, if competing or new standards emerge that are preferred by our customers, we would have to make significant expenditures to develop new products and our revenue and results of operations would suffer.

Our future results of operations may be subject to volatility as a result of exposure to fluctuations in foreign exchange rates, primarily the Chinese Renminbi (RMB) and Japanese Yen (JPY) exchange rates.

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We are exposed to foreign exchange risks. Foreign currency fluctuations may adversely affect our revenue and our costs and expenses, and hence our results of operations. A substantial portion of our business is conducted through our subsidiaries based in China, whose functional currency is the RMB and Japan, whose functional currency is the JPY, and a smaller amount in Russian Rubles (RUB). The value of the RMB against the U.S. dollar and other currencies and the value of the JPY and RUB against the U.S. dollar and other currencies fluctuate and are affected by, among other things, changes in political and economic conditions.

To the extent that transactions by our subsidiaries in China and Japan are denominated in currencies other than the RMB and JPY, we bear the risk that fluctuations in the exchange rates of the RMB and JPY in relation to other currencies could decrease our revenue or increase our costs and expenses, therefore having an adverse effect on our future results of operations.

While we generate a significant portion of our revenue in U.S dollars, a significant portion of our cost of goods sold are in RMB and JPY. Therefore appreciation in RMB and JPY against the U.S. dollar would negatively impact our cost of goods sold upon translation to U.S. dollars.

We have entered into hedging transactions to reduce the short-term impact of foreign currency fluctuations. However, the availability and effectiveness of these hedging transactions may be limited and we may not be able to successfully hedge our exposure. In addition, our currency exchange variations may be magnified by Chinese exchange control regulations that restrict our ability to convert RMB into foreign currency.

We identified a material weakness in our internal control over financial reporting as of the end of 2016 which has been remediated as of December 31, 2017.
As part of our annual evaluation of internal controls for fiscal 2016, our management identified several deficiencies in our internal control over financial reporting related to certain revenue cut-off procedures. These deficiencies aggregated to a material weakness in our controls over revenue cut-off procedures, which affected the timing of our revenue recognition. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. No actual material misstatements were identified for the year ended December 31, 2016.

In 2017, we completed implementation of a remediation plan designed to address this material weakness. Our management assessed the effectiveness of our internal control over financial reporting and concluded that this material weakness had been remediated by the end of 2017 and that our internal control over financial reporting was effective as of December 31, 2017. However, if material weaknesses in our internal controls are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results. For more information see “Item 9A. Controls and Procedures”.

If we fail to maintain effective internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected.
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Preparing our consolidated financial statements involves a number of complex manual and automated processes, which are dependent upon individual data input or review and require significant management judgment. One or more of these elements may result in errors that may not be detected and could result in a material misstatement of our consolidated financial statements. If we fail to maintain the adequacy of our internal controls over financial reporting, our business and operating results may be harmed and we may fail to meet our financial reporting obligations. If material weaknesses in our internal control are discovered or occur, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results.

Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. Any failure of our internal controls could adversely affect the results of the periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting. If we cannot provide reliable financial reports or prevent fraud, our business and results of operations could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock may decline.

29



We may be subject to disruptions or failures in information technology systems and network infrastructures that could have a material adverse effect on our business and financial condition.
We rely on the efficient and uninterrupted operation of complex information technology systems and network infrastructures to operate our business. A disruption, infiltration or failure of our information technology systems as a result of software or hardware malfunctions, system implementations or upgrades, computer viruses, cyber-attacks, third-party security breaches, employee error, theft or misuse, malfeasance, power disruptions, natural disasters or accidents could cause breaches of data security, loss of intellectual property and critical data and the release and misappropriation of sensitive competitive information and partner, customer and employee personal data. Any of these events could harm our competitive position, result in a loss of customer confidence, cause us to incur significant costs to remedy any damages and ultimately materially adversely affect our business and financial condition.

Covenants in our borrowing arrangements may limit our flexibility in responding to business opportunities and competitive developments and increase our vulnerability to adverse economic or industry conditions.
We have lending arrangements with several financial institutions, which generally require us to maintain certain financial covenants and limit our ability to take certain actions such as incurring some kinds of additional debt, paying dividends, or engaging in certain transactions like mergers and acquisitions, investments and asset sales without the lenders’ consent. These restrictions may limit our flexibility in responding to business opportunities, competitive developments and adverse economic or industry conditions. In addition, a breach of any of these covenants, or a failure to pay interest or indebtedness when due under any of our credit facilities, could result in a variety of adverse consequences, including the acceleration of our indebtedness.

We may be unable to utilize our net operating loss carryforwards to reduce our income taxes, which could adversely affect our future financial results.
As of December 31, 2017, we had net operating loss, or NOL, carryforwards for U.S. federal and state tax purposes of $245.0 million and $52.0 million, respectively. As these net operating losses have not been utilized and may not be utilized prior to their expiration in the future. The utilization of the NOL and tax credit carryforwards are subject to a substantial limitation imposed by Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, and similar state provisions. We recorded deferred tax assets, net of valuation allowance, for the NOL carryforwards currently available after considering the existing Section 382 limitation. If we incur an additional limitation under Section 382, then the NOL carryforwards, as disclosed, could be reduced by the impact of any future limitation that would result in existing NOL carryforwards and tax credit carryforwards expiring unutilized and increases in future tax liabilities.

Comprehensive tax reform bills could adversely affect our business and financial condition.
The U.S. government recently enacted comprehensive tax legislation (the Tax Cuts and Jobs Act of 2017, or Tax Reform Act) that includes significant changes to the taxation of business entities. These changes include, among others, (i) a permanent reduction to the corporate income tax rate from 35% to 21%, (ii) a partial limitation on the deductibility of business interest expense, (iii) a shift of the U.S. taxation of multinational corporations from a tax on worldwide income to a territorial system (along with certain rules designed to prevent erosion of the U.S. income tax base) and (iv) a one-time tax on accumulated offshore earnings held in cash and illiquid assets, with the latter taxed at a lower rate. On December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB 118) which provides a measurement period of no more than a year from the Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification 740 (ASC 740). Given our current taxable loss position, based on our preliminary analysis, we do not expect the new tax legislation to have a material cash tax impact on our business other than reducing the NOL carryforwards which is offset by a valuation allowance. However, due to the broad complexities of the Tax Reform Act, our ASC 740 accounting for the Tax Reform is still subject to change, which could adversely affect our business and financial condition.
 
We may utilize conflict minerals in our production or rely on suppliers who utilize conflict minerals in their production, and the use of such conflict minerals may negatively impact our results of operations.
Since 2013, we have been subject to reporting obligations for the use of conflict minerals originating in the Democratic Republic of the Congo and adjoining countries and subsequently have timely filed our conflict minerals reports with the SEC. If we fail to comply with these requirements, our operating results could be harmed.

In some instances, we rely on third-party sales representatives to assist in selling our products, and the failure of these representatives to perform as expected could reduce our future revenue.

30


Although we primarily sell our products through direct sales to systems vendors, we also sell our products to some of our customers through third-party sales representatives. Many of our third-party sales representatives also market and sell competing products from our competitors. Our third-party sales representatives may terminate their relationships with us at any time, or with short notice. Our future performance will also depend, in part, on our ability to attract additional third-party sales representatives that will be able to market and support our products effectively, especially in markets in which we have not previously distributed our products. If our third-party sales representatives fail to perform as expected or to operate their businesses effectively, our revenue and results of operations could be harmed.

We are subject to environmental, health and safety laws and regulations, which could subject us to liabilities, increase our costs, or restrict our business or operations in the future.
Our manufacturing operations and our products are subject to a variety of federal, state, local and international environmental, health and safety laws and regulations in each of the jurisdictions in which we operate or sell our products. Our failure to comply with present and future environmental, health or safety requirements, or the identification of contamination, could cause us to incur substantial costs, including cleanup costs, monetary fines, civil or criminal penalties, or curtailment of operations, which could have a material adverse effect on our business, financial condition and results of operations.

Additionally, increasing efforts to control emissions of greenhouse gases, or GHG, may also impact us. Additional climate change or GHG control requirements are under consideration at the federal level in the U.S. and in China. Additional restrictions, limits, taxes, or other controls on GHG emissions could increase our operating costs and, while it is not possible to estimate the specific impact any final GHG regulations will have on our operations, there can be no assurance that these measures will not have significant additional impact on us.

Risks Related to Our Operations in China
Our business operations conducted in China are critical to our success. A significant portion of our revenue was recognized from customers for whom we shipped products to a location in China. Additionally, a substantial portion of our net property, plant and equipment, approximately 29% as of December 31, 2017, was located in China. We expect to make further investments in China in the foreseeable future. Therefore, our business, financial condition, results of operations and prospects are to a significant degree subject to economic, political, legal, and social events and developments in China.

Adverse changes in economic and political policies in China, or Chinese laws or regulations could have a material adverse effect on business conditions and the overall economic growth of China, which could adversely affect our business.
The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate and control of foreign exchange and allocation of resources. The Chinese economy has been transitioning from a planned economy to a more market-oriented economy. Despite reforms, the government continues to exercise significant control over China’s economic growth by way of the allocation of resources, control over foreign currency-denominated obligations and monetary policy and provision of preferential treatment to particular industries or companies. Moreover, the laws, regulations and legal requirements in China, including the laws that apply to foreign-invested enterprises are relatively new and are subject to frequent changes. The interpretation and enforcement of such laws is uncertain. Any adverse changes to these laws, regulations and legal requirements, including tax laws, or their interpretation or enforcement, or the creation of new laws or regulations relating to our business, could have a material adverse effect on our business.

Furthermore, any slowdown or economic downturn, whether actual or perceived, in China could have a material adverse effect on our business, financial condition and results of operation.

A considerable portion of our business involves selling High Speed optical components in China and any move to local Chinese vendors for these products might adversely affect our results.
The Chinese Government Ministry of Industry and Information Technology has announced a five-year optical component technology roadmap with the aim to reduce China’s dependency on non-domestic companies for high-end optical chips and sub-components, including some products manufactured and sold by us. This announcement continues an ongoing trend in China to build domestic industry in this area, and, while we believe local Chinese component suppliers do not currently have the capability to supply the highest performance optical chips and sub-components, those companies may over time develop such capability and negatively impact our revenue and financial performance if we do not continue to innovate and maintain our lead in the highest speed and performance optical components.


31


Our subsidiaries in China may be subject to restrictions on dividend payments, on making other payments to us or any other affiliated company, and on borrowing or allocating tax losses among our subsidiaries.
Current Chinese regulations permit our subsidiaries in China to pay dividends only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations, which are different than U.S. accounting standards and regulations. In addition, our subsidiaries in China are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund their statutory common reserves until such reserves have reached at least 50% of their respective registered capital, as well as to allocate a discretional portion of their after-tax profits to their staff welfare and bonus fund. As of December 31, 2017, our Chinese subsidiaries’ common reserves had not reached this threshold and, accordingly, these entities are required to continue funding such reserves with accumulated net profits. Accordingly, we may not be able to move our capital easily, which could harm our business.

Restrictions on currency exchange may limit our ability to receive and use our revenue and cash effectively.
Because a portion of our revenue is denominated in RMB, any restrictions on currency exchange may limit our ability to use revenue generated in RMB to fund any business activities we may have outside China or to make dividend payments in U.S. dollars. Under relevant Chinese rules and regulations, the RMB is convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans, without the prior approval of the State Administration of Foreign Exchange, or SAFE. We cannot be certain that Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the RMB, especially with respect to foreign exchange transactions. If such restrictions are imposed, our ability to adjust our capital structure or engage in foreign exchange transactions may be limited.

Uncertainties with respect to China’s legal system could adversely affect the legal protection available to us.
Our operations in China are governed by Chinese laws and regulations. Our subsidiaries in China are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to wholly foreign-owned enterprises. China’s legal system is a civil law system based on written statutes. Unlike common law systems, it is a legal system where decided legal cases have limited value as precedents. However, China has not developed a fully-integrated legal system, and recently-enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. Uncertainties in the Chinese legal system may impede our ability to enforce the contracts we have entered into with our distributors, business partners, customers and suppliers. In addition, protections of intellectual property rights and confidentiality in China may not be as effective as in the U.S. or other countries or regions with more developed legal systems. All of these uncertainties could limit the legal protections available to us and could materially and adversely affect our business and operations.

If the Chinese government determines that we failed to obtain approvals of, or registrations with, the requisite Chinese regulatory authority with respect to our current and past import and export of technologies, or failed to obtain the necessary licenses to file patent applications outside China for inventions made in China, we could be subject to sanctions, which could adversely affect our business.
China imposes controls on technology import and export. The term “technology import and export” is broadly defined to include, without limitation, the transfer or license of patents, software and know-how, and the provision of services in relation to technology. Depending on the nature of the relevant technology, the import and export of technology to or from China requires either approval by or registration with, the relevant Chinese governmental authorities. Additionally, the Chinese government requires the patent application for any invention made at least in part in China to be filed first in China, then undergo a government secrecy review and obtain a license before such application is filed in other countries.

If the Chinese government determines that we failed to obtain follow required procedures and obtain the appropriate license before filing a patent application outside China for an invention made at least in part in China, our China patents on such products may be invalidated, which could have a material and adverse effect on our business and operations.

China regulation of loans and direct investment by offshore holding companies to China entities may delay or prevent us from using our cash proceeds to make loans or additional capital contributions to our China subsidiaries.
From time to time, we may make loans or additional capital contributions to our China subsidiaries. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all, with respect to our future loans or capital contributions to our China subsidiaries. If we fail to receive such registrations or approvals, our ability to capitalize our China subsidiaries may be negatively affected, which could materially and adversely affect our liquidity and ability to fund and expand our business.

Dividends paid to us by our Chinese subsidiaries may be subject to Chinese withholding tax.

32


The EIT Law and the implementation regulations provide that a 10% withholding tax may apply to dividends payable to investors that are “non-resident enterprises,” to the extent such dividends are derived from sources within China and in the absence of any tax treaty that may reduce such withholding tax rate.

Our contractual arrangements with our subsidiaries in China may be subject to audit or challenge by the Chinese tax authorities, and a finding that our subsidiaries in China owe additional taxes could substantially reduce our net income and the value of our stockholders’ investment.
Under the applicable laws and regulations in China, arrangements and transactions among related parties may be subject to audit or challenge by the Chinese tax authorities. We would be subject to adverse tax consequences if the Chinese tax authorities were to determine that the contracts with or between our subsidiaries were not executed on an arm’s length basis, and as a result the Chinese tax authorities could require that our Chinese subsidiaries adjust their taxable income upward for Chinese tax purposes. Such an adjustment could adversely affect us by increasing our tax expenses.

We may have difficulty maintaining adequate management, legal and financial controls in China, which we are required to do in order to comply with Section 404 of the Sarbanes-Oxley Act and securities laws, and which could cause a material adverse impact on our consolidated financial statements, the trading price of our common stock and our business.
Chinese companies have historically not adopted a western style of management and financial reporting concepts and practices, which includes strong corporate governance, internal controls and computer, financial and other control systems. Most of our middle management staff in China are not educated in the western system, and we may have difficulty hiring new employees in China with experience and expertise relating to accounting principles generally accepted in the U.S. and U.S. public-company reporting requirements. These issues could make it more difficult for us to establish and maintain adequate internal control over our financial reporting, which could then result in errors that could cause a material misstatement of our consolidated financial statements.

We may be exposed to liabilities under the FCPA and Chinese anti-corruption laws, and any determination that we violated these laws could have a material adverse effect on our business.
We are subject to the Foreign Corrupt Practices Act of 1977, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute, for the purpose of obtaining or retaining business. We have operations, agreements with third parties and we make significant sales in China. China also strictly prohibits bribery of government officials. Our activities in China create the risk of unauthorized payments or offers of payments by our employees, consultants, sales agents or distributors, even though they may not always be subject to our control. Although we have implemented policies and procedures to discourage these practices by our employees, our existing safeguards and any future improvements may prove to be less than effective, and our employees, consultants, sales agents or distributors may engage in conduct for which we might be held responsible. Violations of the FCPA or anti-corruption laws in other countries may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition.

Risks Related to Ownership of Our Common Stock
Our stock price may be volatile due to fluctuation of our financial results from quarter-to-quarter and other factors.
Our quarterly revenue and results of operations have varied in the past and may continue to vary significantly from quarter to quarter. This variability may lead to volatility in our stock price as research analysts and investors respond to these quarterly fluctuations. These fluctuations are due to numerous factors, including:
fluctuations in demand for our products;
the timing, size and product mix of sales of our products;
changes in our pricing and sales policies, particularly in the first quarter of the year, or changes in the pricing and sales policies of our competitors;
our ability to design, manufacture and deliver products to our customers in a timely and cost-effective manner and that meet customer requirements;
quality control or yield problems in our manufacturing operations;
our ability to timely obtain adequate quantities of the components used in our products;

33


length and variability of the sales cycles of our products;
unanticipated increases in costs or expenses; and
fluctuations in foreign currency exchange rates.
The foregoing factors are difficult to forecast, and these, as well as other factors, could materially adversely affect our quarterly and annual results of operations in the future. In addition, a significant amount of our operating expenses is relatively fixed in nature due to our internal manufacturing, research and development, sales and general administrative efforts. Any failure to adjust spending quickly enough to compensate for a revenue shortfall could magnify the adverse impact of such revenue shortfall on our results of operations. Moreover, our results of operations may not meet our announced financial outlook or the expectations of research analysts or investors, in which case the price of our common stock could decrease significantly. There can be no assurance that we will be able to successfully address these risks.

The market price of our common stock could be subject to wide fluctuations in response to, among other things, the risk factors described in this section of this Annual Report on Form 10-K, and other factors beyond our control, such as fluctuations in the valuation of companies perceived by investors to be comparable to us.

The stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions, such as recessions, sovereign debt or liquidity issues, interest rate changes or international currency fluctuations, may negatively affect the market price of our common stock.

In the past, many companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may become the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

The concentration of our capital stock ownership with our principal stockholders, executive officers and directors and their affiliates may limit other stockholders’ ability to influence corporate matters.
As of December 31, 2017, our executive officers and directors, and entities that are affiliated with them or that have a right to designate a director, beneficially own an aggregate of approximately 47% of our outstanding common stock. This significant concentration of share ownership may adversely affect the trading price for our common stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders. Also, as a result, these stockholders, acting together, may be able to control our management and affairs and matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.

Our charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock.
Our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that could delay or prevent a change in control of our company. These provisions could also make it more difficult for stockholders to elect directors and take other corporate actions. These provisions include:
providing for a classified board of directors with staggered, three-year terms;
not providing for cumulative voting in the election of directors;
authorizing our board of directors to issue, without stockholder approval, preferred stock rights senior to those of common stock;
prohibiting stockholder action by written consent;
limiting the persons who may call special meetings of stockholders; and
requiring advance notification of stockholder nominations and proposals.

In addition, we have been governed by the provisions of Section 203 of the Delaware General Corporate Law since the completion of our initial public offering. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding common stock, from engaging in certain business combinations without approval of substantially all of our stockholders for a certain period of time.

These and other provisions in our amended and restated certificate of incorporation, our amended and restated bylaws and under Delaware law could discourage potential takeover attempts, reduce the price that investors might be willing to pay

34


for shares of our common stock in the future and result in the market price being lower than it would be without these provisions.

ITEM 1B.    UNRESOLVED STAFF COMMENTS  
Not applicable. 
ITEM 2.    PROPERTIES  
Our properties consist primarily of owned and leased office and manufacturing facilities. Our corporate headquarters are located in San Jose, California and our manufacturing facilities are primarily located in Shenzhen and Dongguan, China and Tokyo, Japan. The following schedule presents the approximate square footage of our facilities as of December 31, 2017:
Location
 
Square Feet
 
Commitment and Use
San Jose, California 
 
103,314

 
Leased; 2 buildings used for corporate headquarters offices and wafer fabrication.
Fremont, California
 
73,186

 
Leased; 2 buildings. One building used for wafer fabrication and research and development. Second building is currently not occupied and lease cost was accelerated during the restructuring in 2017.
Shenzhen, China
 
236,853

 
Owned; 1 building and 1 floor of a building. The building is used for manufacturing, research and development, and sales and marketing. The owned floor of the building, representing 23,361 square feet, was leased to a tenant effective February 2014.
Shenzhen, China
 
21,533

 
Leased; 2 buildings used for staff dormitory.
Dongguan, China
 
94,550

 
Leased; 2 buildings used for manufacturing and for staff dormitory.
Tokyo, Japan
 
143,875

 
Owned; 1 building used for manufacturing, research and development and marketing.
 
________________________________________________________
In addition, we lease a number of smaller offices for warehouse, manufacturing, research and other functions. 
ITEM 3.    LEGAL PROCEEDINGS   
From time to time, we are involved in litigation that we believe is of the type common to companies engaged in our line of business, including commercial disputes and employment issues. As of the date of this Annual Report on Form 10-K, other than as described below, we are not involved in any pending legal proceedings that we believe could have a material adverse effect on our financial condition, results of operations or cash flows. However, as described below, a certain dispute involves a claim by a third party that our activities infringe their intellectual property rights. This and other types of intellectual property rights claims generally involve the demand by a third party that we cease the manufacture, use or sale of the allegedly infringing products, processes or technologies and/or pay substantial damages or royalties for past, present and future use of the allegedly infringing intellectual property. Claims that our products or processes infringe or misappropriate any third-party intellectual property rights (including claims arising through our contractual indemnification of our customers) often involve highly complex, technical issues, the outcome of which is inherently uncertain. Moreover, from time to time, we may pursue litigation to assert our intellectual property rights. Regardless of the merit or resolution of any such litigation, complex intellectual property litigation is generally costly and diverts the efforts and attention of our management and technical personnel which could adversely affect our business.
For a discussion of our current legal proceedings, please refer to the information set forth under the “Litigation” section in Note 13, Commitments and contingencies, in Notes to Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K, which is incorporated herein by reference.
ITEM 4.    MINE SAFETY DISCLOSURES  
Not applicable.

35


PART II  
ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
As of February 28, 2018, there were approximately 70 holders of record of our common stock (not including beneficial holders of our common stock holder in street names). We have not paid cash dividends on our common stock since our inception, and we do not anticipate paying any in the foreseeable future. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, consent from our existing credit facility lender in the U.S., and other factors our board of directors may deem relevant.
The following table sets forth, for the periods indicated, the high and low closing prices of our common stock as reported by the New York Stock Exchange. 
 
Low
 
High
Fiscal Year 2017:
 
 
 
First Quarter
$
6.90

 
$
12.44

Second Quarter
$
6.90

 
$
9.78

Third Quarter
$
5.26

 
$
8.73

Fourth Quarter
$
4.56

 
$
7.68

Fiscal Year 2016:
 

 
 

First Quarter
$
8.04

 
$
14.04

Second Quarter
$
8.53

 
$
14.49

Third Quarter
$
9.10

 
$
18.22

Fourth Quarter
$
10.79

 
$
16.86

The graph below shows the cumulative total stockholder return of an investment of $100 (and the reinvestment of any dividends thereafter) on February 2, 2011 (the first trading day of NeoPhotonics Corporation common stock) in (i) our common stock, (ii) the S&P 500 Index and (iii) the NASDAQ Telecommunications Index. Our stock price performance shown in the graph below is not indicative of future stock price performance. The following graph and related information shall not be deemed “soliciting material” or be deemed to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing, except to the extent that we specifically state that such graph and related information are incorporated by reference into such filing.  

36


chart-1c392122c11a5e1ac9a.jpg

 
NeoPhotonics
 
S&P 500
 
NASDAQ 
Telecom
2/2/2011
$
100

 
$
100

 
$
100

12/31/2011
$
35

 
$
96

 
$
83

12/31/2012
$
43

 
$
109

 
$
84

12/31/2013
$
53

 
$
142

 
$
105

12/31/2014
$
26

 
$
158

 
$
114

12/31/2015
$
82

 
$
157

 
$
105

12/31/2016
$
82

 
$
172

 
$
121

12/31/2017
$
50

 
$
205

 
$
142

For equity compensation plan information refer to Item 12 of this Annual Report on Form 10-K. 
Use of Proceeds
In 2015, we completed our follow-on offering of 6,866,689 shares of our common stock in a registered public offering at $7.25 per share. We raised approximately $45.6 million, net of underwriting costs and other offering expenses of approximately $4.1 million. We held the proceeds received from our follow-on public offering as cash, cash equivalent and short-term investments and intend to continue to invest the funds in money market accounts and short-term marketable securities including money market funds, government agency securities, corporate debt securities and U.S. government securities. There has been no material change in the planned use of proceeds from our follow-on public offering as described in our final prospectus filed with the SEC on May 22, 2015 pursuant to Rule 424(b).

37


In both 2016 and 2015, we filed a resale registration statement, which registered 4,972,905 shares of our common stock, at a par value of $0.0025 per share, held by Rusnano. We do not receive any proceeds from any sales of our common stock held by Rusnano.
ITEM 6.    SELECTED FINANCIAL DATA   
The following selected consolidated financial data should be read together with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this Annual Report on Form 10-K. The selected consolidated financial data in this section is not intended to replace our consolidated financial statements and the related notes.
We derived the consolidated statements of operations data for the years ended December 31, 2017, 2016 and 2015 and the consolidated balance sheet data as of December 31, 2017 and 2016 from our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K. The consolidated statements of operations data for the years ended December 31, 2014 and 2013 and the consolidated balance sheet data as of December 31, 2015, 2014 and 2013 are derived from our consolidated financial statements, which are not included in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of our future results.
 
 
Years ended December 31, 
Consolidated Statement of Operations Data:
 
2017 
 
2016 (1)
 
2015 (2)
 
2014 (3)
 
2013 (4)
 
 
(in thousands, except per share data)
Revenue
 
$
292,894

 
$
411,423

 
$
339,439

 
$
306,177

 
$
282,242

Cost of goods sold
 
231,415

 
294,290

 
240,358

 
235,059

 
217,069

Gross profit
 
61,479

 
117,133

 
99,081

 
71,118

 
65,173

Operating expenses
 
112,843

 
114,114

 
95,128

 
90,250

 
98,846

Income (loss) from operations
 
(51,364
)
 
3,019

 
3,953

 
(19,132
)
 
(33,673
)
Interest and other income, net
 
(1,060
)
 
373

 
2,819

 
1,932

 
538

Provision for income taxes
 
(909
)
 
(3,597
)
 
(3,104
)
 
(2,519
)
 
(1,204
)
Income (loss)  from continuing operations
 
(53,333
)
 
(205
)
 
3,668

 
(19,719
)
 
(34,339
)
Income from discontinued operations, net of tax
 

 

 

 

 

Net income (loss)
 
$
(53,333
)
 
$
(205
)
 
$
3,668

 
$
(19,719
)
 
$
(34,339
)
Basic net income (loss) per share (5)
 
$
(1.23
)
 
$

 
$
0.10

 
$
(0.61
)
 
$
(1.11
)
Diluted net income (loss) per share (5)
 
$
(1.23
)
 
$

 
$
0.09

 
$
(0.61
)
 
$
(1.11
)
  
 
 
Years ended December 31, 
Consolidated Balance Sheet Data:
 
2017
 
2016
 
2015
 
2014
 
2013
 
 
(in thousands)
Cash and cash equivalents
 
$
78,906

 
$
82,500

 
$
76,088

 
$
43,035

 
$
57,101

Short-term investments
 
12,311

 
19,015

 
23,294

 

 
17,916

Restricted cash and investments
 
2,658

 
4,085

 
2,660

 
21,254

 
2,138

Working capital (6)
 
110,769

 
124,468

 
151,211

 
102,130

 
124,298

Total assets
 
402,953

 
390,887

 
341,878

 
286,284

 
302,227

Long-term debt (including current portion)
 
46,561

 
10,962

 
11,519

 
23,336

 
34,475

Common stock and additional paid-in capital (7)
 
546,064

 
532,484

 
511,852

 
456,271

 
447,546

Total equity
 
194,451

 
225,405

 
211,656

 
159,456

 
176,811

____________________________________________
(1)
In 2016, our stock options and stock appreciation units with market condition were vested and we recognized approximately $5.7 million in related stock-based compensation expense in the period.
(2)
We acquired the tunable laser product lines of EMCORE Corporation on January 2, 2015 and the optical power monitoring business of EigenLight Corporation on November 2, 2015 and the results of operations from these acquisitions are included from the date of acquisition.

38


(3)
In 2014, we recognized total escrow settlement gain of $4.9 million, of which $3.9 million pertained to certain indemnification claims by us in connection with the acquisition of Santur in 2011 and $1.0 million pertained to our acquisition of NeoPhotonics Semiconductor in 2013.
(4)
We acquired NeoPhotonics Semiconductor on March 29, 2013 and its results of operations are included from the date of acquisition.
(5)
See Note 5 to the Consolidated Financial Statements for a description of our calculation of net income (loss) per share.
(6)
Working capital is defined as total current assets less total current liabilities.
(7)
In connection with our follow-on public offering completed in 2015, we issued 6,866,689 shares of common stock at $7.25 per share and raised approximately $45.6 million, net of underwriting discounts and offering costs.

39


ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
You should read the following discussion and analysis by our management of our financial condition and results of operations in conjunction with our consolidated financial statements and the accompanying notes. 
The following discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed in the forward-looking statements. Please also see the cautionary language at the beginning of Part I of this Annual Report on Form 10-K regarding forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in “Risk Factors” of this Annual Report on Form 10-K.
Business overview 
We develop, manufacture and sell optoelectronic products that transmit, receive and switch high speed digital optical signals for communications networks. We sell our products to the world’s leading network equipment manufacturers, including Nokia (formerly Alcatel-Lucent, which was acquired by Nokia in January 2016), Ciena Corporation, Cisco Systems, Inc., and Huawei Technologies Co., Ltd. and its affiliate HiSilicon Technologies, Ltd. (collectively “Huawei”). These companies are among our largest customers and a focus of our strategy due to their leading market positions. 
We have research and development and wafer fabrication facilities in San Jose and Fremont, California and in Tokyo, Japan that coordinate with our research and development and manufacturing facilities in Dongguan, Shenzhen and Wuhan, China and Ottawa, Canada. We use proprietary design tools and design-for-manufacturing techniques to align our design process with our precision nanoscale, vertically integrated manufacturing and testing. We believe we are one of the highest volume PIC manufacturers in the world and that we can further expand our manufacturing capacity to meet market needs.
Recognizing our focus on growth in our 100Gbps (“100G”) and beyond products, we align our product group reporting to “High Speed Products” which includes products designed for 100G and beyond applications and “Network Products and Solutions,” which comprises all products designed for applications below 100G.  In 2017 and 2016, High Speed Products represented approximately 83% and 67% of total revenue, respectively. In 2016, High Speed products were 82% of our proforma revenue when the revenue from our low speed transceiver products, sold in January 2017, is excluded. Network Products and Solutions represented approximately 17% and 33% of total revenue, in 2017 and 2016 respectively, and represented 18% of our proforma revenue in 2016 when the sold low speed transceiver products are excluded.
In 2017, the market situation for 100G and above product deployments in China materially affected our results. Demand from our China-based customers was very strong in 2016 with our customers at that time providing optimistic forecasts for 2017 in anticipation of new tenders for provincial and metro 100G system deployments from the leading Chinese telecom carriers. However, tender awards from the China telecom carriers were slower than expected, in 2017, causing demand for our products by our customers to drop significantly starting in the first quarter of 2017. We believe one or more of our leading customers in China had accumulated significant inventory prior to the quarter ended March 31, 2017. We also believe they and other customers rapidly moved to adjust their inventory by reducing their purchases of our products, beginning in the first quarter of 2017 to align with the slow market demand and their own production levels.
We believe the market faced issues with the timing of provincial deployments and of inventory management at certain customers. The transition in China from national backbone deployments to provincial backbone and metro deployments reduces our and our customers’ visibility into the timing and volumes of tender awards, as the provincial offices of the China telecom carriers are somewhat independent of their national headquarters and each other. Our revenue growth in China was restricted by reduced demand and inventory overhang, both directly with our China based customers and through the impact on some of our non-China customers who also sell to customers in China.
In September 2017, China Mobile Communications Corporation awarded tenders for new provincial deployments to Huawei, ZTE Corporation and Fiberhome. This was followed in October 2017 by the issue of tenders by China United Network Communications Group Co., Ltd., or China Unicom, and we anticipate tenders will be issued in 2018 from China Telecommunications Corp, or China Telecom. While the timing is still uncertain, it is our expectation that these tender awards as well as new tender awards should create a more normalized demand environment in 2018.
These market developments in China have adversely affected our revenues, operating results and financial condition in 2017, as further addressed below.


40


In December 2016, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with APAT Optoelectronics Components Co., Ltd. (the “Purchaser”) for the sale of certain assets of our access and low speed transceiver product lines (the “Low Speed Transceiver Products”) which was completed in January 2017.  All of these products were part of our Network Products and Solutions group and include the low speed passive optical network, or PON, products for which the end-of-life plan was announced in mid-2016. In 2017, 2016 and 2015, the Low Speed Transceiver Products generated approximately 1%, 15% and 27% of our total revenue, respectively.
The asset sale consists of approximately $25.0 million in cash consideration plus approximately $1.4 million post-closing transition services under a transition services agreement ("TSA") with the Purchaser. We recognized a $2.2 million gain on the sale of these assets within operating loss in 2017. See Note 9 in Notes to Consolidated Financial Statements in Item 8 of Part II of this Report.
In 2017, our revenue decline of 29% compared to 2016 was driven primarily due to a reduction in demand from China market as described above and lower revenue that resulted from the sale of assets related to our Low Speed Transceiver Products' assets in January 2017. Excluding the Low Speed Transceiver Products, our revenue in 2017 declined 16% compared to 2016. Our gross margin was 21.0% in the year ended December 31, 2017 compared to 28.5% in the year ended December 31, 2016. The decrease in gross margin year over year was primarily attributable to under-utilization due to lower volumes in our manufacturing plants, inventory write-downs and reserves for non-cancelable purchase orders associated with excess inventory related to the demand reductions from China based customers, higher warranty reserves related to a quality rework requirement, lower yields at our wafer fabrication facility in Japan, restructuring costs and discontinued product inventory write-downs related to our decisions to end-of life certain products, partially offset by lower intangible amortization and stock-based compensation charges in 2017.
In 2018, we expect volume growth for our High Speed Products, although quarter-to-quarter results may show considerable variability due to customer demand fluctuations for current products as well as initial ramp-up variations on new product introductions. Similar to revenue, our gross margins may fluctuate materially depending on a variety of factors including average selling price changes, product mix, volume, manufacturing utilization and ongoing manufacturing process improvements.
Critical accounting policies and estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). These principles require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and cash flow, and related disclosure of contingent assets and liabilities. Our estimates include those related to revenue recognition, stock-based compensation expense, impairment analysis of goodwill and long-lived assets, valuation of inventory, purchased intangibles, warranty liabilities and accounting for income taxes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected. 
We believe that of our significant accounting policies, which are described in Note 2 of Notes to Consolidated Financial Statements, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, we believe these are the most critical to fully understand and evaluate our financial condition and results of operations. 
Revenue recognition
We recognize revenue from the sale of our products provided that persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured. We recognize revenue when the product is shipped and title has transferred to the buyer. We bear all costs and risks of loss or damage to the goods up to that point. On most orders, our terms of sale provide that title passes to the buyer upon shipment by us. In certain cases, our terms of sale may provide that title passes to the buyer upon delivery of the goods to the buyer. Revenue related to the sale of consignment inventory at customer vendor managed locations is not recognized until the product is pulled from inventory stock by customers. Payments made to third-party sales representatives are recorded to sales and marketing expense and not a reduction of revenue as the sales agent services they provide have an identifiable benefit and are made at similar rates of other sales agent service providers. 
The amount of revenue recognized in a given period is affected by our judgement. Contracts and/or customer purchase orders are assessed to determine the existence of an arrangement. Shipping documents and customer acceptance, when applicable, are used to verify delivery. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. We assess collectability based

41


primarily on the creditworthiness of the customer as determined by credit checks and the customer’s payment history. Our estimates are based on historical experience. If the actual amounts are significantly different from our estimates, our operating results could have a material impact. 
Stock-based compensation expense
We grant stock options, stock appreciation units and restricted stock units to employees, directors and consultants. Stock purchase rights are granted to our employees. Stock-based awards are accounted for at fair value as of the measurement date using the Black-Scholes-Merton option-pricing model, the lattice-binominal option-pricing model or stock prices. For stock options and restricted stock units, the measurement date is the grant date and for employee stock purchase rights the measurement date is the first day of the offering period. Stock appreciation units are subject to re-measurement each reporting period. 
We recognize the fair value over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period) on a straight-line basis. Stock-based compensation expense includes the impact of estimated forfeitures. We estimate future forfeitures at the date of grant and revise the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
Determining the appropriate fair value model and calculating the fair value of stock-based awards requires judgment, including estimating stock price volatility, forfeiture rates and expected life. If any of these assumptions, or the market price of our common shares, used in the option-pricing models change, our stock-based compensation expense could materially change our consolidated financial statements. 
Business Combinations 
We allocate the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer relationships and acquired patents and developed technology; and discount rates. 
Fair value estimates are based on the assumptions management believes a market participant would use in pricing the asset or liability. Such assumptions are believed to be reasonable but are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. 
Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available. 
Goodwill and long-lived assets
Our methodology for allocating the purchase price relating to purchase acquisitions is determined through established valuation techniques. Goodwill represents a residual value as of the acquisition date, which generally results in measuring goodwill as an excess of the purchase consideration transferred plus the fair value of any noncontrolling interest in the acquired company over the fair value of net assets acquired, including any contingent consideration. 
We perform annual goodwill impairment test in the fourth fiscal quarter by reporting unit. We could be subject to additional goodwill impairment tests in the event of changes in industry and market conditions, our business and reporting structure. During the fourth quarter of fiscal 2017, we performed the first step of the two-step goodwill impairment test and a sensitivity analysis for goodwill impairment and determined that the estimated fair value substantially exceeded the carrying value of the underlying goodwill and a hypothetical 10% decline in the fair value of the reporting unit would not result in an impairment of goodwill.
We assess the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss would be recognized when the sum of the future net cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance and may differ from actual cash flows. If our estimates regarding future cash flows derived from such assets were to change, we may record an impairment to the value of these assets. 
Valuation of inventories

42


We record inventories at the lower of cost (using the first-in, first-out method) or net realizable value, after we give appropriate consideration to obsolescence and inventories in excess of anticipated future demand. In assessing the ultimate recoverability of inventories, we are required to make estimates regarding future customer demand, the timing of new product introductions, economic trends and market conditions. If the actual product demand is significantly lower than forecasted, we could be required to record additional inventory write-downs which would be charged to cost of goods sold. Obsolescence is determined from several factors, including competitiveness of product offerings, market conditions and product life cycles. Write-downs of excess and obsolete inventory are charged to cost of goods sold. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. If this lower-cost inventory is subsequently sold, it will result in lower costs and higher gross margin for those products. Any write-downs would have an adverse impact on our gross margin. In 2017, 2016 and 2015, inventory write-down charges were approximately $8.3 million, $3.0 million and $6.5 million, respectively. Our inventory write-down charges in 2015 included a $2.8 million charge resulting from the phasing-out of our earlier-generation tunable laser products. 
Warranty liabilities
We provide warranties to cover defects in workmanship, materials and manufacturing of our products to meet stated functionality specifications. We test products against specified functionality requirements prior to delivery, but we nevertheless from time to time experience claims under our warranty guarantees. We accrue for estimated warranty costs under those guarantees based upon historical experience, and for specific items at the time their existence is known and the amounts are determinable. We charge a provision for estimated future costs related to warranty activities to cost of goods sold based upon historical product failure rates and historical costs incurred in correcting product failures. We recorded warranty expense of $1.3 million, $0.1 million and $0.1 million for each of the years ended December 31, 2017, 2016 and 2015, respectively. If we experience an increase in warranty claims compared with our historical experience, or if the cost of servicing warranty claims is greater than expected, our gross margin and profitability would be adversely affected. 
Accounting for income taxes
We record income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. In estimating future tax consequences, generally we consider all expected future events, other than enactments or changes in tax law or rates. We provide valuation allowances when necessary to reduce deferred tax assets to the amount expected to be realized. 
We operate in various tax jurisdictions and are subject to audit by various tax authorities. We provide for tax contingencies whenever it is deemed probable that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or changes in tax laws. Tax contingencies are based upon their technical merits, relevant tax law and the specific facts and circumstances as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax contingencies.
As part of the process of preparing our consolidated financial statements, we are required to estimate our taxes in each of the jurisdictions in which we operate. We estimate actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as accruals and allowances not currently deductible for tax purposes. These differences result in deferred tax assets. 
We make estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted. Any adjustment to the deferred tax asset valuation allowance would be recorded in the consolidated statement of operations in the period that the adjustment is determined to be required.
Results of operations
Our business is focused on the highest speed digital optics and signal processing communications applications for telecom transport and Metro networks and for data center applications. In 2017, our High Speed Products for data rates of 100G and beyond comprised 83% of our revenues. In 2016, we entered into an Asset Purchase Agreement for the sale of assets of our Low Speed Transceiver Products within our Network Products and Solutions product group. In 2016 and 2015, the Low Speed Transceiver Products represent approximately 15% and 27% of total revenue, respectively. The asset sale was closed in January 2017.

43


In 2016, our stock-based stock options and stock appreciation units with market conditions vested when the average closing price of our common stock over 20 consecutive trading days exceeded $15.00 per share and we recorded approximately $5.7 million in related stock-based compensation expense within cost of goods sold and operating expenses.
We acquired the tunable laser product lines of EMCORE Corporation in January 2015 and the optical power monitoring business of EigenLight Corporation in November 2015 and the results of operations from these acquisitions are included from the date of acquisition.
The following table presents certain consolidated statements of operations data for the periods indicated as a percentage of total revenue:
 
Years Ended December 31, 
 
2017
 
2016
 
2015
Revenue
100
 %
 
100
%
 
100
%
Gross profit
21
 %
 
28
%
 
29
%
Operating expenses
39
 %
 
27
%
 
28
%
Income (loss) from operations
(18
)%
 
1
%
 
1
%
Interest and other income, net
0
 %
 
%
 
1
%
Income (loss) before income taxes
(18
)%
 
1
%
 
2
%
Net income (loss)
(18
)%
 
%
 
1
%
 
Revenue
 
 
 
% Change
 
 
 
% Change
 
 
(in thousands, except percentages)
2017
 
2017 to 2016
 
2016
 
2016 to 2015
 
2015
Total revenue
$
292,894

 
(29)%
 
$
411,423

 
21%
 
$
339,439

We sell substantially all of our products to original equipment manufacturers, or OEMs. We price our products based on market and competitive conditions and may periodically reduce the price of our products as market and competitive conditions change and as manufacturing costs are reduced. Our sales transactions to customers are denominated primarily in U.S. dollars, with some portions in Chinese Renminbi (“RMB”) and Japanese Yen (“JPY”). Revenue is driven by the volume of shipments and may be impacted by pricing pressures. We have generated most of our revenue from a limited number of customers.
Customers accounting for more than 10% of our total revenue and revenue from our top five customers for the years ended December 31, 2017, 2016 and 2015 were as follows: 
 
Years Ended December 31, 
 
2017
 
2016
 
2015
Percent of revenue from customers accounting for 10% or more of total revenue:
 
 
 

 
    

Huawei Technologies Co., Ltd (1)
40
%
 
50
%
 
44
%
Ciena Corporation
16
%
 
15
%
 
21
%
Percent of revenue from top five customers
78
%
 
82
%
 
82
%
 
(1) 
Huawei’s percentage of revenue included its affiliate, HiSilicon. Revenue from HiSilicon represented approximately 37%, 36% and 23% of total revenue, respectively, in 2017, 2016 and 2015. 
For the years ended December 31, 2017, 2016 and 2015, our percentage of sales from our China-based subsidiaries, the majority of which were denominated in RMB, were 1%, 4% and 5%, respectively. 
Total revenue decreased by $118.5 million, or 29%, in 2017 compared to 2016. The decrease was approximately equally attributable to a reduction in demand from China telecom carrier tender awards with an inventory overhang at our Chinese customers as described further in the section entitled "Business overview" above and lower revenue that resulted from the sale of assets related to our Low Speed Transceiver Products in January 2017. Revenue generated by Low Speed Transceiver Products before the asset sale was $1.5 million in 2017, compared to $63.6 million in 2016. In 2017, High Speed Products

44


represented approximately 83% of total revenue, compared to 67% of total revenue in 2016 while Network Products and Solutions represented approximately 17% of total revenue in 2017, compared to approximately 33% of total revenue in 2016, which included Low Speed Transceiver Products. In 2017, revenue from China, United States, Japan and rest of the world was 55%, 14%, 3%, and 28% of total revenue, respectively, compared to 62%, 16%, 3%, and 19% of total revenue respectively, in 2016.
Total revenue increased by $72.0 million, or 21%, in 2016 compared to 2015.  The increase was primarily attributable to an increase in revenue from our High Speed Products driven by product demand, partially in China. Our High Speed Products increased to 67% of revenue in 2016 from 58% in 2015 and our Network Products and Solutions revenue decreased from 42% in 2015 to 33% in 2016. The increase in High Speed Products revenue was partially offset by a decrease in Network Products and Solutions revenue largely due to our product phase-out efforts to improve our gross margin. In 2016, total revenue from China, the United States, Japan and rest of the world was $254.7 million, $67.8 million, $12.0 million and $76.9 million, respectively, compared to $182.5 million, $77.9 million, $12.7 million and $66.4 million, respectively, in 2015.  
In 2018, we expect to resume growth in revenue from our High Speed Products. We also expect that a significant portion of our revenue will continue to be derived from a limited number of customers.
Cost of goods sold and gross margin 
 
 
 
% Change
 
 
 
% Change
 
 
(in thousands, except percentages)
2017
 
2017 to 2016
 
2016
 
2016 to 2015
 
2015
Cost of goods sold
$
231,415

 
(21)%
 
$
294,290

 
22%
 
$
240,358

Gross profit
$
61,479

 
(48)%
 
117,133

 
18%
 
99,081

 
2017
 
2016
 
2015
Gross profit as a % of revenue
21.0
%
 
28.5
%
 
29.2
%
Our cost of goods sold consists primarily of the cost to produce wafers, modules and to manufacture and test our products. Additionally, our cost of goods sold includes stock-based compensation, write-downs of excess and obsolete inventory, royalty payments, amortization of certain purchased intangible assets, depreciation, acquisition-related fair value adjustments, restructuring cost, warranty, shipping and allocated facilities costs. 
In 2017, gross profit decreased $55.7 million, or 48%, to $61.5 million in 2017, compared to $117.1 million in 2016. Our gross margin percent decreased by approximately eight percentage points to 21% in 2017 as compared to 2016. Approximately 6 percentage points of the decline in gross margin was driven by under-utilization attributable to lower volumes in our manufacturing plants, approximately 1.6 percentage points of the decline was due to inventory write-downs and reserves for non-cancelable purchase orders associated with excess inventory related to the demand reductions from China based customers and higher warranty reserves related to a quality rework requirement. These production volume declines were driven by: (a) lower end customer demand and therefore the need to decrease production and reduce inventory; and (b) lower output volumes at our wafer fabrication facility in Japan due to lower yields where we had end customer demand but could not support the demand with production output. Approximately 1 percentage point of the decline was driven by restructuring costs and discontinued product inventory write-downs related to our decisions to end-of life certain products. These gross margin reductions were offset by lower intangible amortization and stock-based compensation charges in 2017 which contributed 1.4 percentage points of improvement.
In 2016, gross profit increased $18.1 million, or 18%, to $117.1 million in 2016, compared to $99.1 million in 2015, primarily attributable to revenue growth, volume increase and cost reduction, partially offset by lower pricing, higher stock-based compensation expense and an unfavorable cost of goods sold impact as a result of the unrecoverable inventory associated with the bankruptcy reorganization by one of our distributors.   
Our gross margin percent decreased by approximately one percentage point to 28.5% in 2016 from 29.2% in 2015, primarily attributable to a  $1.8 million increase in stock-based compensation expense and $1.4 million of unfavorable cost of goods sold impact as a result of the unrecoverable inventory associated with the bankruptcy reorganization by one of our distributors and lower pricing, partially offset by production cost reduction and favorable product mix resulting from an increase in sales volume of our High Speed Products.
We expect that our gross profit and gross margin are likely to increase in 2018 due to a variety of factors, including favorable product mix, vertical integration, reduced amortization expense for purchased intangible assets and introduction of new products. Other factors that can affect our gross margin include production volume, inventory changes, changes in the

45


average selling prices of our products, changes in the cost and volumes of materials purchased from our suppliers, changes in labor costs, changes in overhead costs or requirements, revaluation of stock appreciation unit awards that are impacted by our stock price, write-downs of excess and obsolete inventories and warranty costs. In addition, we periodically negotiate pricing with certain customers which can cause our gross margins to fluctuate, particularly in the quarters subsequent to the periods in which the negotiations occurred.
Operating expenses 
 
 
 
% Change
 
 
 
% Change
 
 
(in thousands, except percentages)
2017
 
2017 to 2016
 
2016
 
2016 to 2015
 
2015
Research and development
$
58,287

 
2
 %
 
$
57,376

 
29
 %
 
$
44,533

Sales and marketing
17,760

 
(4
)%
 
18,595

 
18
 %
 
15,823

General and administrative
34,453

 
 %
 
34,409

 

 
31,635

Amortization of purchase intangible assets
472

 
(71
)%
 
1,609

 
(10
)%
 
1,791

Acquisition and asset sale related costs
130

 
(94
)%
 
2,125

 
128
 %
 
934

Gain on asset sale
(2,193
)
 
 %
 

 
 %
 

Asset impairment charge

 
 %
 

 
(100
)%
 
368

Restructuring charges
3,934

 
 %
 

 
(100
)%
 
44

Total operating expenses
$
112,843

 
(1
)%
 
$
114,114

 
20
 %
 
$
95,128

Research and development
We focus our research and development effort primarily on the high speed market. Research and development expense increased $0.9 million, or 2%, in 2017 compared to 2016. The increase was primarily due to a $2.7 million increase in salaries and related expenses, a $1.2 million increase in facilities-related cost and $0.8 million increase in depreciation expense. These increases were partially offset by a $2.3 million decrease in stock-based compensation expense compared to the 2016, which included higher stock-based compensation relating to a higher market price of our stock and the accelerated vesting of our market-based stock awards and a $1.3 million decrease in variable compensation.
Research and development expense increased $12.8 million, or 29%, in 2016 compared to 2015.  The increase was primarily attributable to a $5.1 million increase in development expenses largely driven by prototype and material spending, a $3.0 million increase in salaries and benefits, a $2.7 million increase in stock-based compensation and a $1.7 million increase in consulting fees for new product development. 
We believe that investments in research and development are important to help meet our strategic objectives. In 2018, we plan to continue to invest in research and development activities, including new products that we believe will further enhance our competitive position. Research and development expense consists of personnel costs, including stock-based compensation, for our research and development personnel, and product development costs, including engineering services, development software and hardware tools, depreciation of equipment and facility costs. We record all research and development expense as incurred. As a percentage of total revenue, our research and development expense may vary as our investment and revenue levels change over time. 
Sales and marketing 
Sales and marketing expense decreased by $0.8 million, or 4%, in 2017 compared to 2016, primarily due to a $2.4 million decrease in stock-based compensation expense compared to the 2016, which included higher stock-based compensation relating to a higher market price of our stock and the accelerated vesting of our market-based stock awards, and a $1.1 decrease in commissions and other variable compensation. These decreases were partially offset by a $0.6 million provision for bad debt expense in 2017, a $1.4 million increase in salaries and related expenses and a $0.3 million increase in product promotion costs.
Sales and marketing expense increased by $2.8 million, or 18%, in 2016 compared to 2015, primarily due to a $2.3 million increase in stock-based compensation expense, a $1.0 million increase in salaries and benefits and a $0.6 million increase in commission expense, partially offset by a $1.0 million decrease in bad debt provision largely due to collections. 
We expect to continue to expand our high speed market focus and increase sales coverage of DCI market while controlling our sales and marketing expenses in 2018, even as our business continues to expand geographically. Sales and

46


marketing expense consists primarily of personnel costs, including stock-based compensation and sales commissions, costs related to sales and marketing programs and services and facility costs. As a percentage of total revenue, our sales and marketing expense may vary as our revenue changes over time. 
General and administrative
General and administrative expense consists of personnel costs, including stock-based compensation, for our finance, human resources and information technology personnel and certain executive officers, as well as professional services costs related to accounting, tax, banking, legal and information technology services, depreciation and facility costs. 
General and administrative expense was flat in 2017 as compared to 2016. Increases included a $1.8 million increase in audit and accounting related fees and a $1.5 million increase in professional and legal expenses. These increases were offset by a $2.1 million decrease in stock-based compensation expense compared to the 2016, which included higher stock-based compensation relating to a higher market price of our stock and the accelerated vesting of our market-based stock awards and $1.5 million decrease in variable compensation.
General and administrative expense increased by $2.8 million, or 9%, in 2016 compared to 2015. The increase was primarily due to a $2.5 million increase in stock-based compensation, a $0.7 million increase in salaries and benefits, and a $0.4 million increase in outside services driven by legal fees, partially offset by a $0.8 million decrease in variable compensation expenses. 
We expect to continue to focus on controlling our general and administrative expense in 2018. As a percentage of total revenue, our general and administrative expense may vary as our revenue changes over time. 
Amortization of purchased intangible assets 
Our intangible assets are being amortized over their estimated useful lives. Amortization expense relating to technology and patents and leasehold interests are included within cost of goods sold, while customer relationships and non-compete agreements are recorded within operating expenses. 
In 2017, amortization of purchased intangible assets was $1.3 million, comprising of $0.8 million in cost of goods sold and $0.5 million in operating expenses. Amortization of purchased intangible assets decreased by approximately $3.2 million in 2017 compared to 2016, primarily due to certain intangible assets being fully amortized in 2016.
In 2016, amortization of purchased intangible assets was $4.5 million, comprising of $2.9 million in cost of goods sold and $1.6 million in operating expenses. Amortization of purchased intangible assets decreased by approximately $0.7 million in 2016 compared to 2015, primarily due to certain intangible assets from our past acquisitions being fully amortized. 
Acquisition and asset sale related costs
In 2017, we incurred $0.1 million in acquisition and asset sale related transaction costs related to legal, accounting and other professional services.
In 2016, we incurred $2.1 million in acquisition and asset sale related transaction costs related to legal, accounting and other professional services for our acquisition and asset sale activities.
In 2015, we incurred $0.9 million in acquisition-related transaction costs related to legal, accounting and other professional services for our acquisition activities, including our acquisitions of EMCORE’s tunable laser product lines and EigenLight’s optical power monitoring business. 
Asset impairment charge
There were no asset impairment charges in 2017 and 2016. In 2015, we recognized asset impairment charges of $0.4 million of which $0.2 million was attributable to a write-down of held-for-sale assets acquired from EMCORE and $0.2 million was attributable to charges for equipment related to our product phase out effort. 
Restructuring charges
In 2017, we initiated restructuring actions in order to focus on key growth initiatives and to achieve a lower break even revenue level through lower operating expenses and manufacturing costs. Actions included a reduction in force, facilities consolidation and certain asset-related adjustments. These actions are expected to reduce quarterly operating expenses and costs of goods sold by approximately $2.0 million and $0.6 million, respectively, when fully realized in the first quarter of 2018. We recorded $0.8 million and $3.9 million in restructuring charges within cost of goods sold and operating expenses in in 2017,

47


respectively. Additionally, we recorded a charge of $2.0 million to cost of goods sold in 2017 for discontinued product inventory write-downs related our decisions to end-of-life certain products.
There were no restructuring charges in 2016. We recorded $0.2 million in related restructuring charges in 2015, within cost of goods sold and operating expenses. 
Interest and other income (expense), net
 
 
 
% Change
 
 
 
% Change
 
 
(in thousands, except percentages)
2017
 
2017 to 2016
 
2016
 
2016 to 2015
 
2015
Interest and other income (expense), net
$
(1,060
)
 
(384)%
 
$
373

 
(87)%
 
$
2,819

 
Interest and other income (expense), net consists of interest income, interest expense and other income, net. Interest income consists of income earned on our cash, cash equivalents and short-term investments. Interest expense consists of amounts incurred for interest on our outstanding debt. Other income, net includes foreign currency transaction gains and losses along with government subsidies. The functional currency of our subsidiaries in China and Japan is the RMB and the JPY, respectively. 
Interest expense included in interest and other income (expense), increased in 2017 as compared to 2016. The increase in interest expense was due to increase in outstanding borrowings during 2017.
Interest and other income, net decreased $2.4 million, or 87%, in 2016 from $0.9 million in 2015. The decrease was primarily due to a $3.5 million decrease in other income, net driven by foreign exchange loss resulting from a weaker RMB and a stronger JPY against the U.S. dollars, partially offset by a $0.8 million decrease in interest expense and a $0.2 million increase in interest income. 
Income taxes and effective tax rates
 
Years ended December 31,
(in thousands, except percentages)
2017
 
2016
 
2015
Provision for income taxes
$
(909
)
 
$
(3,597
)
 
$
(3,104
)
Effective tax rate
(2
)%
 
106
%
 
46
%
In 2017, our income tax provision was primarily related to the operating profit realized in our foreign subsidiaries in Japan and China. Historically, we have experienced net losses in the U.S. and in the short term, we expect this trend to continue.
The effective tax rate was (2)% in 2017 as compared to 106% in 2016 mainly due to lower earnings in foreign jurisdictions and increase in net loss generated in the U.S. in 2017.
In 2016, our income tax provision was primarily related to the operating profit realized in our foreign subsidiaries in Japan and China. Historically, we have experienced net losses in the U.S. and in the short term, we expect this trend to continue. In China, one of our subsidiaries changed from a preferential 15% tax rate available for high technology enterprises to 25% for 2016. The preferential rate applied to 2015 and 2014. We realized benefits from this 10% reduction in the tax rate of $0.9 million and $0.5 million for 2015 and 2014, respectively. 
The effective tax rate in 2016 of 106% was 60 percentage points higher than the 2015 effective tax rate mainly due to the non-recurring vesting of the stock-based awards with a market condition in 2016 and, to a lesser extent, an increase in our tax rate in China. 
In December 2017, the U.S. President signed into U.S. law the Tax Cuts and Jobs Act of 2017 ("Tax Reform"). The new legislation, among other provisions, will lower the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets recorded on our balance sheet. Given that the deferred tax assets are offset by a full valuation allowance, we believe these changes will have no net impact on our financial position and net loss. However, if and when we become profitable, we will receive a reduced benefit from such deferred tax assets. In addition, the Tax Reform includes a one-time mandatory repatriation transition tax on the net accumulated earnings and profits of a US taxpayer's foreign subsidiaries. We have performed an earnings and profits

48


analysis, and as a result of net operating loss carry forward available to fully offset the anticipated transition tax, we believe there will be no income tax effect in the current period.
Liquidity and capital resources
As of December 31, 2017, we had working capital of $110.8 million, including total cash, cash equivalents, short-term investments and restricted cash of $93.9 million. Approximately 31% of our total cash, cash equivalents, short-term investments and restricted cash were held by our foreign entities, including approximately $25.9 million in accounts held by our subsidiaries in China, of which $2.7 million was in restricted cash, and approximately $2.7 million in accounts held by our subsidiary in Japan. Cash, cash equivalents, investments and restricted cash held outside of the U.S. may be subject to taxes if repatriated and may not be immediately available for our working capital needs.
Approximately $8.8 million of our retained earnings within our total accumulated deficit as of December 31, 2017 was subject to restrictions due to the fact that our subsidiaries in China are required to set aside at least 10% of their respective accumulated profits each year end to fund statutory common reserves as well as allocate a discretionary portion of their after-tax profits to their staff welfare and bonus fund. This restricted amount is not distributable as cash dividends except in the event of liquidation.
In January 2017, we completed the sale of certain Low Speed Transceiver Products’ assets for approximately $25.0 million in consideration plus approximately $1.4 million for a post-closing transition services arrangement. The consideration was reduced by $3.4 million for inventory adjustment after closing to approximately $21.6 million, which was subject to other adjustments of up to $10.0 million for any potential claims. See Note 9 in Notes to Consolidated Financial Statements in Item 8 of Part II of this Report.
In September 2017 we entered into a revolving line of credit agreement with Wells Fargo Bank, National Association ("Wells Fargo") as the administrative agent for a lender group (the "Wells Fargo Credit Facility" or "Credit Facility"), and the $20.0 million amount outstanding under our Comerica Bank Credit Facility, which has since been terminated, was paid in full.
The Wells Fargo Credit Facility provides for borrowings equal to the lower of (a) a maximum revolver amount of $50.0 million, or (b) an amount equal to 80% - 85% of eligible accounts receivable plus 100% of qualified cash balances up to $15.0 million, less certain discretionary adjustments ("Borrowing Base"). The maximum revolver amount may be increased by up to $25.0 million, subject to certain conditions. At closing, $50.0 million was available, of which $30.0 million was drawn. We used $20.0 million of this amount to pay the principal and interest due under the Comerica Bank Credit Facility.
The Credit Facility matures on June 30, 2022 and borrowings bear interest at an interest rate option of either (a) the LIBOR rate, plus an applicable margin ranging from 1.50% to 1.75% per annum, or (b) the prime lending rate, plus an applicable margin ranging from 0.50% to 0.75% per annum. We are also required to pay a commitment fee equal to 0.25% of the unused portion of the Credit Facility.
The Credit Facility agreement requires prepayment of the borrowings to the extent the outstanding balance is greater than the lesser of (a) the most recently calculated Borrowing Base, or (b) the maximum revolver amount. The Borrowing Base calculation contains a customary provision that gives the lender the ability to reduce the Borrowing Base by reserves that are subjectively determinable, which is considered a subjective acceleration clause. We are required to maintain a combination of certain defined cash balances and unused borrowing capacity under the Credit Facility of at least $20.0 million, of which at least $5.0 million must be unused borrowing capacity. Borrowings under the Credit Facility are collateralized by substantially all of our assets. We were in compliance with the covenants of this Credit Facility as of December 31, 2017. As of December 31, 2017, the outstanding balance under the Credit Facility was $30.0 million and the weighted average rate under the LIBOR option was 3.29%. The remaining borrowing capacity was $20.0 million of which $5.0 million is required to be maintained as unused borrowing capacity.
We regularly issue short-term notes payable to our suppliers in China in exchange for accounts payable. These notes are supported by non-interest bearing bank acceptance drafts and are due three to six months after issuance. As a condition of the notes payable arrangements, we are required to keep a compensating balance at the issuing banks that is a percentage of the total notes payable balance until the amounts are settled. As of December 31, 2017, our subsidiary in China had three line of credit facilities with banking institutions. The total amount available for short-term borrowings under these line of credit facilities as of December 31, 2017 was $43.4 million. In July 2017, we borrowed $17.0 million under a line of credit facility with CITIC Bank which was repaid when due in January 2018. This line of credit facility expired in September 2017, but was renewed in December 2017 with a new expiration date of November 2018. In February 2018, we borrowed $17.0 million from CITIC Bank under the credit facility.

49


As of December 31, 2017 and December 31, 2016, the non-interest bearing bank acceptance drafts issued in connection with our notes payable to our suppliers in China under these line of credit facilities had an outstanding balance of $1.6 million and $6.4 million, respectively. Compensating balances relating to these credit facilities totaled $0.5 million and $2.1 million, respectively, as of December 31, 2017 and December 31, 2016. Compensating balances are classified as restricted cash on our consolidated balance sheets. See Note 3 and Note 11 of Notes to Consolidated Financial Statements in Item 8 of Part II of this Report.
As of December 31, 2017, we had three loan arrangements with the Bank of Tokyo-Mitsubishi UFJ, Ltd. (collectively the “Mitsubishi Bank Term Loans”). One of Mitsubishi Bank Term Loans requires interest only payments until the maturity date of February 23, 2018, with a lump sum payment of the aggregate principal amount on the maturity date while the other requires equal monthly payments of principal equal to 8,333,000 JPY until the maturity date of February 25, 2025, with a lump sum payment of the balance of 8,373,000 JPY on the maturity date. Interest on these loans accrues and is paid monthly based upon the annual rate of the monthly Tokyo Interbank Offer Rate (TIBOR) plus 1.40% and is secured by real estate collateral. The third term loan of 690 million JPY (approximately $6.2 million) (the “2017 Mitsubishi Bank Loan”) was entered into in March 2017 to acquire manufacturing equipment for our Japanese subsidiary and has an annual interest rate of the monthly TIBOR rate plus 1.00%. The 2017 Mitsubishi Bank Loan requires monthly interest and principal payments over 72 months commencing in April 2018. This loan is available from March 31, 2017 to March 30, 2018 and 690 million JPY (approximately $6.1 million) under this loan was fully drawn as of December 31, 2017. As of December 31, 2017, our total outstanding principal balance under the Mitsubishi Bank Term Loans was 1.9 billion JPY (approximately $16.9 million). See Note 11 of Notes to Consolidated Financial Statements in Item 8 of Part II of this Report. In January 2018, we repaid one of the Mitsubishi Bank Term Loans of 500 million JPY (approximately $4.4 million).
In January 2018, we entered into a term loan agreement with Bank of Tokyo-Mitsubishi UFJ, Ltd. (the "Mitsubishi Bank") and The Yamanashi Chou Bank, Ltd. for a term loan in the aggregate principal amount of 850 million JPY (approximately $7.8 million). The full amount of the term loan of 850 million JPY (approximately $7.8 million) was drawn in January 2018. Interest on this term loan is based upon the annual rate of the three months TIBOR rate plus 1.00%. This term loan requires quarterly interest payments, along with the principal payments, over 82 months commencing in April 2018.
From time to time we accept notes receivable in exchange for accounts receivable from certain of our customers in China. These notes receivable are non-interest bearing and are generally due within six months. Historically, we have collected on the notes receivable in full at the time of maturity.
In 2017, we generated operating losses of $51.4 million and negative cash flows from operations of $32.8 million. We had an accumulated deficit of $352.0 million as of December 31, 2017. Our operating results and cash flows during this period have been negatively affected by reduced demand in China stemming from delayed provincial deployments and a buildup of inventory at one or more of our leading customers, which is expected to continue into early 2018. In response, we implemented restructuring plans in May and September 2017 that included a reduction in force and consolidation of facilities, which are expected to reduce quarterly expenses by approximately $2.6 million when fully realized in the first quarter of 2018. We also reduced or delayed certain product development projects and capital expenditures, aggressively pursued collections of accounts and notes receivable and continued to closely manage production and inventory levels.
As of December 31, 2017, the remaining borrowing capacity under our revolving line of credit agreement with Wells Fargo, was $20.0 million of which $5.0 million is required to be maintained as unused borrowing capacity. As of December 31, 2017, we also have approximately $5.5 million available for short-term borrowings under two line of credit agreements in China that expire in July 2019 and approximately $37.9 million under third line of credit agreement with CITIC Bank in China that expires in November 2018. As of December 31, 2017, $17.0 million was due to CITIC Bank under an old line of credit, which was repaid in January 2018. Additionally, we had $6.0 million of current portion of long-term debt as of December 31, 2017, of which we paid $4.4 million in January 2018 and plan to pay out the remaining current portion of long-term debt out of our existing available cash. As noted above, in January 2018, we entered into a term loan agreement with Mitsubishi Bank and The Yamanashi Chou Bank, Ltd. for a term loan in the aggregate principal amount of 850 million JPY (approximately $7.8 million). In February 2018, we borrowed $17.0 million under third line of credit agreement with CITIC Bank in China that expires in November 2018.
We believe we will have sufficient resources to fund our currently planned operations and expenditures over the next twelve months without additional financing or other actions. In addition, we believe there are a number of ongoing and potential actions that may further strengthen our projected cash and projected financial position.
We operate in an industry that makes our prospects difficult to evaluate with certainty. Future declines in China market demand or other changes to our forecasts could adversely affect our results of operations, financial position and cash flows. As a result, we may need to raise additional debt or equity capital to fund our operations. Any additional debt arrangements may

50


likely require regular interest or principal payments which could adversely affect our operations. There can be no assurance that additional debt or equity capital will be available on acceptable terms, or at all. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.
Rusnano Rights Agreement
Under our amended rights agreement, dated June 30, 2015, with Rusnano, one of our principal stockholders, we agreed to a $30.0 million investment commitment (the “Investment Commitment”) toward our Russian operations. The Investment Commitment can be partially satisfied by cash and/or non-cash investment inside or outside of Russia. Our $21.0 million investment milestone for 2016 was met as of December 31, 2016. If certain of the Investment Commitments are not achieved in the indicated time frames through 2019, we have the ability to exit our Russian operations by paying an exit fee of up to $2.0 million. See Note 13, Commitments and contingencies, in Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for additional information.
Cash flow discussion
The table below sets forth selected cash flow data for the periods presented:
 
Years ended December 31, 
(in thousands)
2017
 
2016
 
2015
Net cash provided by (used in) operating activities
$
(32,767
)
 
$
53,836

 
$
26,138

Net cash used in investing activities
(15,676
)
 
(49,470
)
 
(21,906
)
Net cash provided by financing activities
43,102

 
3,516

 
29,623

Effect of exchange rates on cash and cash equivalents
1,747

 
(1,470
)
 
(802
)
Net increase (decrease) in cash and cash equivalents
$
(3,594
)
 
$
6,412

 
$
33,053

 
Operating activities 
In 2017, net cash used in operating activities was $32.8 million, compared to $53.8 million net cash provided by operating activities in 2016. The decrease was primarily attributable to a $48.3 million decrease in cash flows related to net loss and non-cash adjustments, $34.0 million decrease in cash flows related to decreased accounts payable, $21.0 million decrease in cash flows related to a buildup in inventories in the first half of 2017. The decreases were partially offset by a $10.7 million increase in cash flows from collection of accounts receivable primarily driven by lower revenue and strong collections and a $6.2 million increase in cash flows from accrued and other liabilities primarily relating to the TSA with APAT OE payable in the current year.
In 2016, net cash provided by operating activities was $53.8 million, a $27.7 million increase compared to 2015. The increase was primarily due to a $27.8 million increase in accounts payable due to timing of payments, a $13.6 million increase attributable to inventory shipments driven by product demand and a $1.8 million increase in net income net of non-cash adjustments, partially offset by a $9.5 million decrease related to higher prepaid and other assets primarily due to a reduction in prepaid taxes in 2015, a $6.0 million decrease related to lower accrued and other liabilities balance primarily due to variable compensation accrual for 2015 that did not recur in 2016.
In 2015, net cash provided by operating activities was $26.1 million, a $26.6 million increase compared to 2014. The increase was primarily due to a $23.4 million increase in net income, a $15.8 million increase driven by lower accounts receivable due to collections, a $5.7 million increase in accrued and other liabilities, a $4.2 million increase in prepaid and other assets, partially offset by a $19.9 million decrease related to inventory increases due to anticipated demand and a $5.7 million decrease in accounts payable due to timing of payments. 
Investing activities 
In 2017, net cash used in investing activities was $15.7 million, a $33.8 million decrease compared to $49.5 million used in 2016. The decrease in net cash used in investment activities was primarily attributable to a $21.6 million in proceeds from the sale of our Low Speed Transceiver Products’ assets in January 2017 and a $4.3 million decrease in property, plant and equipment purchases in 2017.
In 2016, net cash used in investing activities was $49.5 million, a $27.6 million increase compared to $21.9 million used in 2015. The increase in net cash used in investment activities was primarily attributable to a $45.6 million increase in purchased marketable securities, a $34.9 million increase in property, plant and equipment purchases to meet our product demand, a $10.8 million increase as a result of a large restricted cash decrease in 2015 and a $1.6 million increase due to

51


foreign currency hedge settlement payments, partially offset by a $45.7 million increase in proceeds from sales of marketable securities, a $19.1 million increase in proceeds from maturity of securities and a $0.4 million reduction in cash used in business acquisition compared to 2015.
In 2015, net cash used in investing activities was $21.9 million, an $8.0 million increase compared to $13.9 million used in 2014. The increase in net cash used in investment activities was primarily attributable to a $27.5 million increase in purchased marketable securities, a $5.8 million increase in property, plant and equipment purchases and a $5.4 million reduction in proceeds from maturity of securities, partially offset by a $21.0 million increase as a result of decreases in restricted cash balances and an $8.5 million increase in proceeds from sales of marketable securities.
Financing activities 
In 2017, net cash provided by financing activities was $43.1 million, a $39.6 million increase compared to $3.5 million in 2016. The increase was primarily attributable to $30.0 million in new borrowing under our Wells Fargo Credit Facility ($10.0 million net of repayment of $20.0 million owed under the Comerica Bank Credit Facility), and $34.0 million from notes payable to banks in China.
In 2016, net cash provided by financing activities was $3.5 million, a $26.1 million decrease compared to $29.6 million in 2015. The decrease was primarily attributable to a $45.8 million decrease largely attributable to the $45.6 million net proceeds from our follow-on public offering in 2015, a $5.2 million decrease related to lower net proceeds from issuance of notes payable and a $2.1 million decrease in repayments of bank and acquisition-related loans, partially offset by a $14.9 million increase in proceeds from bank loans and a $7.5 million increase due to lower repayments of notes payable and a $3.9 million increase due to higher proceeds from exercise of stock options and issuance of stock under employee stock purchase plan primarily attributable higher average common stock price in 2016 compared to 2015.
In 2015, net cash provided by financing activities was $29.6 million, a $26.6 million increase compared to 2014. The increase was primarily attributable to a $62.2 million increase in net proceeds from bank and acquisition-related loans, a $45.6 million net proceeds from issuance of common stock in public offering, partially offset by a $75.6 million decrease in loans and acquisition-related loan payments, a $4.0 million decrease in proceeds from issuance of notes payable and a $3.4 million decrease in the repayments of notes payable. 
Contractual obligations and commitments
The following summarizes our contractual obligations as of December 31, 2017:
 
Payments due by period
(in thousands)
Total
 
Less than 1 Year
 
1-3 Years
 
3-5 Years
 
More than 5 Years
Notes payable and short-term borrowing (1)
$
35,607

 
$
35,607

 
$

 
$

 
$

Long-term debt (1)
46,942

 
6,091

 
3,816

 
33,834

 
3,201

Retirement obligations (2)
4,616

 
387

 
684

 
899

 
2,646

Operating leases (3)
30,475

 
3,512

 
6,677

 
5,916

 
14,370

Purchase commitments (4)
32,102

 
32,102

 

 

 

Rusnano payment derivative (5)
389

 

 
389

 

 

Asset retirement obligations (6)
3,252

 

 

 

 
3,252

Expected interest payments (7)
6,097

 
1,909

 
2,351

 
1,769

 
68

Total
159,480

 
$
79,608

 
$
13,917

 
$
42,418

 
$
23,537

Uncertainty in timing of future payments:
 

 
 

 
 

 
 

 
 

Restricted retained earnings
8,820

 
 

 
 

 
 

 
 

Deferred compensation plan
547

 
 

 
 

 
 

 
 

Total commitments
$
168,847

 
 

 
 

 
 

 
 

 
____________________________________________
(1)
See Note 11, Debt, in Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for additional information regarding our debt.

52


(2)
See Note 12, Pension Plans, in Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for additional information regarding our retirement obligations.
(3)
We have entered into various non-cancelable operating lease agreements for our offices in China, U.S. and Canada.
(4)
This is an estimate of the amount outstanding under open purchase orders for the purchase of inventory and other goods at December 31, 2017.  Certain of these open purchase orders may be cancellable without penalty.
(5)
See Note 13, Commitments and contingencies, in Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for additional information regarding our Rusnano Payment Derivative.
(6)
We have an asset retirement obligation of $3.1 million associated with our facility lease in California which is included in other noncurrent liabilities in the consolidated balance sheet as of December 31, 2017. We also have a $0.1 million asset retirement obligation in Japan.
(7)
We calculate the expected interest payments based on our long-term debt at prevailing interest rates as of December 31, 2017. 
Uncertain Tax Positions 
As of December 31, 2017, the liability for uncertain tax positions was $0.2 million. We cannot conclude on the timing of cash payments associated with our uncertain tax positions. 
Rusnano Rights Agreement
In connection with our April 2012 common stock private placement transaction, we entered into a rights agreement with Rusnano. Refer to the discussion in the “Liquidity and Capital Resources – Rusnano Rights Agreement” section. 
Off-balance sheet arrangements 
During the years ended December 31, 2017 and 2016, we did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
Recent accounting pronouncements
See Note 2, Summary of Significant Accounting Policies, in Notes to the Consolidated Financial Statements in Item 8 of Part II of this Report, for a full description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on financial condition and results of operations, which is incorporated herein by reference.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  
Interest rate fluctuation risk 
The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive from our investments without significantly increasing risk. To achieve this objective, we invest our excess cash in a variety of securities, including U.S. government agency securities, corporate notes and bonds and money market funds meeting certain criteria. These securities are classified as available-for-sale which are recorded on the balance sheet at fair value. We have determined that the gross unrealized gains or losses on the available-for-sale securities at December 31, 2017 are temporary in nature. We may sell these marketable securities investments in the future to fund future operating needs. 
As of December 31, 2017, we had $34.0 million outstanding under our China credit facilities, $30.0 million outstanding under our U.S. credit facilities and $16.9 million outstanding under our term loans with the Mitsubishi Bank, which were subject to fluctuations in interest rates. For the year ended December 31, 2017, a hypothetical 10% increase in the interest rate could result in $0.3 million additional annual interest expense. The hypothetical assumptions made above will be different from what actually occurs in the future. Furthermore, the computations do not anticipate actions that may be taken by our management should the hypothetical market changes actually occur over time. As a result, actual impacts on our results of operations in the future will differ from those quantified above. 
Foreign currency exchange risk 
Foreign currency exchange rates are subject to fluctuation and may cause us to recognize transaction gains and losses in our statements of operations. A large portion of our business is conducted through our subsidiaries in China, whose functional currency is the RMB and Japan, whose functional currency is the JPY. To the extent that transactions by these subsidiaries are

53


in currencies other than their functional currencies, we bear the risk that fluctuations in the exchange rates of the RMB and JPY in relation to other currencies could increase our costs and expenses. During the year ended December 31, 2017, we recognized net foreign currency transaction losses of $0.5 million. We use the U.S. dollar as the reporting currency for our consolidated financial statements. Any significant revaluation of the RMB or JPY may materially and adversely affect our results of operations upon translation of these subsidiaries’ financial statements into U.S. dollars. While we generate a significant portion of our revenue in U.S. dollars, a significant portion of our cost of goods sold are in RMB. Therefore appreciation in RMB against the U.S. dollar would negatively impact our cost of goods sold upon translation to U.S. dollars. For example, for the year ended December 31, 2017, a 10% appreciation in RMB against the U.S. dollar would have resulted in an approximately $1.2 million increase in our cost of goods sold.
Effective July 1, 2016, we have entered into hedging transactions to reduce the short-term impact of foreign currency fluctuations. However, the availability and effectiveness of these hedging transactions may be limited and we may not be able to successfully hedge our exposure. In addition, our currency exchange variations may be magnified by any Chinese exchange control regulations that restrict our ability to convert RMB into foreign currency. 
Inflation risk
Inflationary factors, such as increases in our cost of goods sold and operating expenses, may adversely affect our results of operations. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, an increase in the rate of inflation in the future, particularly in China, may have an adverse effect on our levels of gross profit and operating profit as a percentage of revenue if the sales prices for our products do not proportionately increase with these increased expenses.

54


ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA   
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 


55


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
To the Stockholders and the Board of Directors of NeoPhotonics Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of NeoPhotonics Corporation and subsidiaries (the "Company") as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2017, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 8, 2018, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ DELOITTE & TOUCHE LLP 
San Jose, California
March 8, 2018

We have served as the Company's auditor since 2014.






56


NEOPHOTONICS CORPORATION
CONSOLIDATED BALANCE SHEETS
 
December 31, 
(In thousands, except par data)
2017
 
2016
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
78,906

 
$
82,500

Short-term investments
12,311

 
19,015

Restricted cash
2,658

 
4,085

Accounts receivable, net of allowance for doubtful accounts
67,229

 
80,610

Inventories
67,301

 
48,237

Assets held for sale

 
13,953

Prepaid expenses and other current assets
36,235

 
22,396

Total current assets
264,640

 
270,796

Property, plant and equipment, net
127,565

 
106,867

Purchased intangible assets, net
4,294

 
5,562

Goodwill
1,115

 
1,115

Other long-term assets
5,339

 
6,547

Total assets
$
402,953

 
$
390,887

LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
69,017

 
$
84,766

Notes payable and short-term borrowing
35,607

 
30,190

Current portion of long-term debt
6,005

 
747

Accrued and other current liabilities
43,242

 
30,625

Total current liabilities
153,871

 
146,328

Long-term debt, net of current portion
40,556

 
10,215

Other noncurrent liabilities
14,075

 
8,939

Total liabilities
208,502

 
165,482

Commitments and contingencies (Note 13)


 


Stockholders’ equity:
 

 
 

Preferred stock, $0.0025 par value, 10,000 shares authorized, no shares issued or outstanding

 

Common stock, $0.0025 par value, 100,000 shares authorized
 

 
 

At December 31, 2017, 44,219 shares issued and outstanding; at December 31, 2016, 42,526 shares issued and outstanding
111

 
106

Additional paid-in capital
545,953

 
532,378

Accumulated other comprehensive income (loss)
398

 
(8,401
)
Accumulated deficit
(352,011
)
 
(298,678
)
Total stockholders’ equity
194,451

 
225,405

Total liabilities and stockholders’ equity
$
402,953

 
$
390,887

 
See Accompanying Notes to Consolidated Financial Statements.

57


NEOPHOTONICS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
 
Years Ended December 31, 
(In thousands, except per share data)
2017
 
2016
 
2015
Revenue
$
292,894

 
$
411,423

 
$
339,439

Cost of goods sold
231,415

 
294,290

 
240,358

Gross profit
61,479

 
117,133

 
99,081

Operating expenses:
 
 
 
 
 
Research and development
58,287

 
57,376

 
44,533

Sales and marketing
17,760

 
18,595

 
15,823

General and administrative
34,453

 
34,409

 
31,635

Amortization of purchased intangible assets
472

 
1,609

 
1,791

Acquisition and asset sale related costs
130

 
2,125

 
934

Restructuring charges
3,934

 

 
44

Gain on asset sale
(2,193
)
 

 

Asset impairment charges

 

 
368

Total operating expenses
112,843

 
114,114

 
95,128

Income (loss) from operations
(51,364
)
 
3,019

 
3,953

Interest income
198

 
303

 
121

Interest expense
(1,362
)
 
(402
)
 
(1,243
)
Other income, net
104

 
472

 
3,941

Total interest and other income (expense), net
(1,060
)
 
373

 
2,819

Income (loss) before income taxes
(52,424
)
 
3,392

 
6,772

Provision for income taxes
(909
)
 
(3,597
)
 
(3,104
)
Net income (loss)
$
(53,333
)
 
$
(205
)
 
$
3,668

Basic net income (loss) per share
$
(1.23
)
 
(0.00)

 
$
0.10

Diluted net income (loss) per share
$
(1.23
)
 
(0.00)

 
$
0.09

Weighted average shares used to compute basic net income (loss) per share
43,431

 
41,798

 
37,421

Weighted average shares used to compute diluted net income (loss) per share
43,431

 
41,798

 
38,686

 
See Accompanying Notes to Consolidated Financial Statements.


58


NEOPHOTONICS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS  
 
Years ended December 31, 
(in thousands)
2017
 
2016
 
2015
Net income (loss)
$
(53,333
)
 
$
(205
)
 
$
3,668

Other comprehensive income (loss):
 
 
 
 
 
Foreign currency translation adjustments, net of zero tax
8,803

 
(6,640
)
 
(6,987
)
Unrealized gains (losses) on available-for-sale securities, net of zero tax
17

 
10

 
(35
)
Defined benefit pension plans:
 

 
 
 
 
Loss arising during the period
(32
)
 
(72
)
 
(40
)
Curtailments, settlements and other

 

 

Tax
11

 
24

 
13

Total other comprehensive income (loss)
8,799

 
(6,678
)
 
(7,049
)
Comprehensive loss
$
(44,534
)
 
$
(6,883
)
 
$
(3,381
)
 
See Accompanying Notes to Consolidated Financial Statements.


59


NEOPHOTONICS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY  
 
Common stock
 
Additional paid-in capital
 
Accumulated other comprehensive income (loss)
 
Accumulated deficit
 
Total stockholders’ equity
(In thousands)
Shares
 
Amount
 
 
 
 
Balances at December 31, 2014
32,752

 
$
82

 
$
456,189

 
$
5,326

 
$
(302,141
)
 
$
159,456

Comprehensive loss

 

 

 
(7,049
)
 
3,668

 
(3,381
)
Issuance of common stock from public stock offering, net of discount and offering costs
6,867


17


45,621






45,638

Issuance of common stock upon exercise of stock options
304

 
1

 
1,177

 

 

 
1,178

Issuance of common stock under employee stock purchase plan
600

 
1

 
1,538

 

 

 
1,539

Issuance of common stock for vested restricted stock units
558

 
1

 
(1
)
 

 

 

Tax withholding related to vesting of restricted stock units
(95
)
 

 
(727
)
 

 

 
(727
)
Stock-based compensation costs

 

 
7,953

 

 

 
7,953

Balances at December 31, 2015
40,986

 
102

 
511,750

 
(1,723
)
 
(298,473
)
 
211,656

Comprehensive loss

 

 

 
(6,678
)
 
(205
)
 
(6,883
)
Issuance of common stock from public stock offering, net of discount and offering costs


 


 


 

 

 

Issuance of common stock upon exercise of stock options
1,013

 
3

 
3,668

 

 

 
3,671

Issuance of common stock under employee stock purchase plan
351

 
1

 
2,778

 

 

 
2,779

Issuance of common stock for vested restricted stock units
226

 

 

 

 

 

Tax withholding related to vesting of restricted stock units
(50
)
 

 
(615
)
 

 

 
(615
)
Stock-based compensation costs

 

 
14,797

 

 

 
14,797

Balances at December 31, 2016
42,526

 
106

 
532,378

 
(8,401
)
 
(298,678
)
 
225,405

Comprehensive loss

 

 

 
8,799

 
(53,333
)
 
(44,534
)
Issuance of common stock upon exercise of stock options
665

 
2

 
2,481

 

 

 
2,483

Issuance of common stock under employee stock purchase plan
349

 
1

 
2,392