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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, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-36083
Applied Optoelectronics, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
76-0533927
(I.R.S. Employer Identification No.)
13139 Jess Pirtle Blvd.
Sugar Land, TX 77478
(Address of principal executive offices)
(281) 295-1800
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, Par value $0.001
Trading Symbol(s)
AAOI
Trading Name of each exchange on which registered
NASDAQ Global Market
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 Securities 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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐
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” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer
Non-accelerated filer
☐
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☒
☒
☐
If an emerging growth company, indicate by check mark whether 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
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, 2021, the aggregate market value of the common stock held by non-affiliates of the Registrant was $180,051,906 based upon the closing sales price of
the Registrant’s common stock as reported on the NASDAQ Global Markets on June 30, 2021 of $8.47 per share. Shares of common stock held by officers, directors and
holders of more than ten percent of the outstanding common stock have been excluded from this calculation because such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of February 21, 2022, the Registrant had 27,508,200 outstanding shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement for the Registrant’s 2022 Annual Meeting of Stockholders are incorporated by reference in Part III of this
Annual Report on Form 10-K to the extent stated herein. The Proxy Statement will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not
later than 120 days of the Registrant’s fiscal year ended December 31, 2021.
Applied Optoelectronics, Inc.
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Table of Contents
Part I
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4.
Mine Safety Disclosure
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.
[Reserved]
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
Item 9C
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Part III
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accounting Fees and Services
Part IV
Item 15.
Exhibits, Financial Statements Schedules
Item 16.
Form 10-K Summary
Signatures
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Forward-Looking Information
This Annual Report on Form 10-K ("Form 10-K") contains forward-looking statements that are based on our management’s beliefs and
assumptions and on information currently available to our management, including statements appearing under the heading, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”. The statements contained in this Form 10-K that are not purely historical are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the
Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. In some cases, you can identify forward-looking
statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,” “strategy,” “future,” “likely,” or
“would” or by other similar expressions that convey uncertainty of future events or outcomes. These forward-looking statements involve risks and
uncertainties, as well as assumptions and current expectations, which could cause the Company’s actual results to differ materially from those anticipated in
such forward-looking statements. These risks and uncertainties include but are not limited to: statements about reduction in the size or quantity of customer
orders; change in demand for the Company’s products due to industry conditions; our ability to maintain sufficient liquidity; changes in manufacturing
operations; volatility in manufacturing costs; delays in shipments of products; disruptions in the supply chain; change in the rate of design wins or the rate
of customer acceptance of new products; the CCompany’s reliance on a small number of customers for a substantial portion of its revenues; pricing
pressure; a decline in demand for our customers’ products or their rate of deployment of their products; general conditions in the internet data center, cable
television or CATV, telecommunications or telecom and fiber-to-the-home or FTTH; changes in the world economy (particularly in the United States and
China); the negative effects of seasonality; the anticipated impact to our business operations, customer demand and supply chain due to the recent global
pandemic of a novel strain of the coronavirus (COVID-19); expectations regarding the acquisition or divestiture of assets and business; realization of
deferred tax assets; and other risks and uncertainties described more fully under the heading “Risk Factors” in this Form 10-K and those discussed in the
Company’s other documents filed with or furnished to the Securities and Exchange Commission. You should not rely on forward-looking statements as
predictions of future events. All forward-looking statements in this Form 10-K are based upon information available to us as of the date hereof, and
qualified in their entirety by this cautionary statement. Except as required by law, we assume no obligation to update forward-looking statements for any
reason after the date of this report to conform these statements to actual results or to changes in the Company’s expectations.
Item 1. Business
Overview
PART I
Applied Optoelectronics, Inc. (the “Company” or "AOI") is a leading, vertically integrated provider of fiber-optic networking products, primarily
for four networking end-markets: internet data center, cable television, ("CATV"), telecommunications, ("telecom"), and fiber-to-the-home ("FTTH"). We
design and manufacture a range of optical communications products at varying levels of integration, from components, subassemblies and modules to
complete turn-key equipment.
In designing products for our customers, we begin with the fundamental building blocks of lasers and laser components. From these foundational
products, we design and manufacture a wide range of products to meet our customers’ needs and specifications, and such products differ from each other
by their end market, intended use and level of integration. We are primarily focused on the higher-performance segments within all four of our target
markets, which increasingly demand faster connectivity and innovation.
The four end markets we target are all driven by significant bandwidth demand fueled by the growth of network-connected devices, video traffic,
cloud computing and online social networking. To address this increased bandwidth demand, CATV and telecom service providers are competing directly
against each other by providing bundles of voice, video and data services to their subscribers and investing to enhance the capacity, reliability and
capability of their networks. The trend of rising bandwidth consumption also impacts the internet data center market, as reflected in the shift to higher
speed server connections. As a result of these trends, fiber-optic networking technology is becoming essential in all four of our target markets, as it is often
the only economical way to deliver the desired bandwidth.
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The internet data center market is our largest market. Our customers in this market are generally large internet-based (“Web 2.0”) data center
operators, to whom we supply optical transceivers that plug into switches and servers within the data center and allow these network devices to send and
receive data over fiber-optic cables. The majority of the data center optical transceivers that we sell utilize our own lasers and subassemblies (we refer to
the transceivers subassemblies as “light engines”), and we believe that our in-house technology and manufacturing capability for these lasers and
subassemblies gives us an advantage over many of our competitors who often lack either development or manufacturing capabilities for these advanced
optical modules.
The CATV market is our most established market, for which we supply a broad array of products, including lasers, transmitters and transceivers,
and turn-key equipment. Sales of headend, node and distribution equipment have contributed significantly to our revenue in recent years as a result of our
ability to meet the needs of CATV equipment vendors who have continued to outsource both the design and manufacturing of this equipment. As the
complexity of CATV networks has increased over the years, equipment vendors, many of whom are our customers, have been under pressure to supply a
wider variety of increasingly complex equipment to CATV multiple system operators ("MSOs"). In order to meet these demands, many equipment vendors
have looked to engage with suppliers like AOI who have the capability to design and manufacture various network equipment or subassemblies, rather than
always developing these devices themselves. This outsourcing trend has been a significant contributor to the revenue we derive from the CATV
market. We believe that our extensive high-speed optical, mixed-signal semiconductor and mechanical engineering capabilities position us well to continue
to benefit from these industry dynamics.
In the telecom market we supply lasers and laser subassemblies as well as transceivers. Our customers in this segment consist mostly of network
equipment manufacturers ("NEMs") and other manufacturers of optical transceivers. Our NEM customers manufacture equipment used in
telecommunications networks and our transceiver manufacturer customers use our lasers and subassemblies in the manufacture of their optical
transceivers. Most of our products in this segment are purchased for use in advanced 5G mobile network deployments.
Our vertically integrated manufacturing model provides us several advantages, including rapid product development, fast response times to
customer requests and greater control over product quality and manufacturing costs. We design, manufacture and integrate our own analog and digital
lasers using proprietary Molecular Beam Epitaxy, or MBE, and Metal Organic Chemical Vapor Deposition (MOCVD) fabrication process, which we
believe is unique in our industry. We manufacture the majority of the laser chips and optical components that are used in our products. The lasers we
manufacture are tested extensively to enable reliable operation over time and our devices are often highly tolerant of changes in temperature and humidity,
making them well-suited to the CATV, FTTH and 5G markets where networking equipment is often installed outdoors.
In 2021, 2020 and 2019, our revenue was $211.6 million, $234.6 million, and $190.9 million and our gross margin was 17.8%, 21.5%, and 24.2%.
In the years ended December 31, 2021, 2020 and 2019, we had net loss of $53.7 million, $58.5 million, and $66.0 million, respectively. At December 31,
2021 and 2020, our accumulated deficit were $142.2 million and $88.6 million, respectively. In 2021, we earned 46.1% of our total revenue from the
internet data center market and 44.6% of our total revenue from the CATV market. In 2021, our key customers in the data center market included Microsoft
Corp, a US based large datacenter operator, a US based NEM and Amazon.com. In 2021, 2020, and 2019, Microsoft accounted for 14.1%, 38.3%, and
32.2% of our revenue, the US based large datacenter operator accounted for 8.3%, 8.0%, and 0.4%, the US based NEM accounted for 7.2%, 7.9%, and
1.6%, and Amazon accounted for 5.5%, 11.5% and 24.0%, respectively. In 2021, our key customers in the CATV market included ATX Networks Corp.,
Cisco Systems, Inc., and CommScope (which in 2019 acquired Arris, who had previously acquired the Motorola Home Business in 2013 and Pace Plc in
2016). In 2021, 2020 and 2019, ATX accounted for 25.6%, 3.7% and 0% of our revenue, Cisco accounted for 11.9%, 7.5%, and 10.0% of our revenue, and
CommScope accounted for 3.3%, 2.1%, and 3.7% of our revenue, respectively.
Industry Background
During 2021, our four target markets, internet data center, CATV, telecom and FTTH, experienced a significant growth in bandwidth consumption
and the corresponding need for network infrastructure improvement to support this growth.
The prevailing trends in our target markets include:
‑ Trends in the Internet Data Center Market. To support the substantial increase in bandwidth consumption, internet data center operators are
increasing the scale of their internet data centers and deploying infrastructure capable of higher data transmission rates. As a result, there is an
ongoing transition from the use of copper cable, typically at speeds of up to 1 gigabit per second ("Gbps"), to optical fiber as a transport medium,
typically providing speeds from 10 Gbps to 400 Gbps. In recent years, a number of leading internet companies have adopted more open internet
data center architectures, using a mix of systems and components from a variety of vendors, and in some cases designing their own equipment.
For these companies, compatibility of new networking equipment with legacy infrastructure is not as important, and consequently, these
companies are more willing to work with non-traditional equipment vendors, which we believe creates an opportunity for optical device vendors.
Moreover, transmission speeds have continued to increase among the companies who have previously transitioned from copper-based to fiber-
based infrastructure, resulting in opportunities for optical device vendors to supply new optical transceivers capable of operating at these higher
data rates.
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‑ Trends in the CATV Market. In recent years, CATV service providers have invested extensively to support high speed, two-way communications
and we expect that they will continue to do so. In North America, CATV service providers have upgraded their networks with new technologies
like DOCSIS 3.1, which enables them to offer higher speed connections to their customers. In order to increase available bandwidth for their
customers beyond the bandwidth possible with the introduction of DOCSIS 3.1, cable MSOs have been reducing the number of customers that are
connected to a single node. By reducing the number of “homes per node,” the average bandwidth available to each customer is increased. Other
new technologies, such as Converged Cable Access Platform ("CCAP") and Remote-PHY are under development by cable equipment suppliers.
These technologies are being developed to be a cost-effective solution to provide higher available bandwidth to CATV customers.
As the complexity of CATV networks has increased over the years, equipment vendors, many of whom are our customers, have been under
pressure to supply a wider variety of increasingly complex equipment to CATV MSOs. In order to meet these demands, many equipment vendors
have looked to engage with suppliers like AOI, who have the capability to design and manufacture various network equipment or subassemblies,
rather than always developing these devices themselves. This outsourcing trend has been a significant contributor to the revenue we derive from
the CATV market.
‑ Trends in the Telecom Market. The telecom market is composed of customers who deploy wireline optical networks, other than Passive Optical
Networks, or PONs, for telecom access networks, including for backhaul of cellular telephone signals. As demand for mobile internet
connectivity has increased in recent years, reliable and high-speed optical networks have become increasingly important. In particular, the use of
wavelength division multiplexing ("WDM") to expand the capacity of mobile networks has led to increased demand for WDM components
(including lasers and transceivers) by telecom equipment manufacturers. In coming years, we believe that the deployment of advanced 5G
networks will result in increased demand for optical components, especially those used in connecting between antennas and base stations, as well
as for backhaul as mentioned above.
‑ Trends in the FTTH Market. The FTTH market generally refers to the PONs that telecom service providers deploy. The most commonly
deployed PON technology is Gigabit PON, or GPON, which delivers up to 2.5 Gbps of data, but due to the splitting of the bandwidth among
multiple users, the actual bandwidth delivered to an individual subscriber is far less than 2.5 Gbps. One approach that does support true 1 Gbps
service to the home is wavelength division multiplexing PON, or WDM-PON, a technology that enables the transmission of multiple wavelengths
of data over a single fiber-optic strand. We also see opportunities for 10 Gbps Ethernet Passive Optical Network ("EPON") and higher data rate
PON networks in the future.
Our Solutions
We experience certain challenges within our target markets, including continuous pressure to innovate and deliver highly integrated products that
perform reliably in harsh, demanding environments and to produce high-quality devices in large volumes at competitive prices.
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By addressing the challenges in our target markets, we provide the following benefits to our customers:
‑ Enable customers to deliver innovative products. We leverage our extensive expertise in high-speed optical, mixed-signal semiconductor and
mechanical engineering, and MOCVD and our proprietary MBE laser fabrication process to deliver technologically advanced products to our
customers.
‑ Enhance efficiency and cost effectiveness of our customers’ supply chains. We design and sell products at the level of integration desired by
a customer, from components to turn-key equipment, providing our customers a dependable, cost-effective and simplified supply chain.
‑ Deliver high quality, reliable products in high volume. As a vertically integrated supplier, we are able to monitor and maintain quality
control throughout the production process, using our internally produced components, where possible, for our final products. With
manufacturing facilities in the U.S., Taiwan and China, we can support high volume production and timely delivery for our customers around
the world.
‑ Provide sophisticated design solutions to our customers. We believe our in-house expertise in both analog and digital optical engineering
enables us to design comprehensive solutions that meet many of the different network architectures and protocols used by our customers.
Our Strengths
Our key competitive strengths include the following:
‑ Proprietary technological expertise and track record of innovation. We continue to develop innovative products by leveraging our
technological expertise, including our proprietary MBE and MOCVD laser fabrication process.
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Innovative light engine design and manufacturing. High-speed data center interconnect transceivers increasingly rely on multiple parallel
optical signals. Our expertise in designing and manufacturing light engines, which combine lasers and photodiodes, and in some cases, driver
electronics and/or signal amplifiers, with channel multiplexing and de-multiplexing elements, gives us the ability to quickly develop new
products for our data center customers.
‑ Proven system design capabilities. We have extensive expertise and proven design capabilities in high-speed optical, mixed-signal
semiconductor and mechanical engineering, which we believe position us to take advantage of the continuing shift to outsourced design and
manufacturing among CATV equipment vendors.
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Industry-leading position in the CATV market. We continue to be awarded new design and manufacturing opportunities for CATV
components and equipment. We serve a majority of the largest CATV equipment manufacturers in the world and our knowledge of both their
requirements and the needs of their customers (the CATV network operators) allows us to access these new opportunities.
‑ Vertically integrated, geographically distributed manufacturing model. Our vertically integrated design and manufacturing process
encompasses various steps from laser design and fabrication to complete optical system design and assembly. Furthermore, we have
geographically distributed our manufacturing by strategically locating our operations in the U.S., China and Taiwan to reduce development
time and production costs, to better support our customers and to help protect our intellectual property.
Our Strategy
We seek to be the leading global provider of optical components, modules and equipment for each of our four target markets: internet data centers,
CATV, telecom and FTTH. Our strategy includes the following key elements:
‑ Continue to penetrate the internet data center market. In the internet data center market, we primarily target internet data center operators
who have adopted an open system architecture—one in which the optical connectivity solutions can be provided by a different vendor than
the vendor which provides their servers and switches.
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‑ Extend our leadership in CATV networking. We intend to maintain our position as a leading producer of optical components used in CATV
networks, and to capture an increasing share of the CATV equipment market as the major equipment vendors continue to outsource the design
and manufacturing of such products.
‑ Develop new products for the Telecom market. Our addressable telecom market has often been limited by our relatively small portfolio of
products for this market. In many cases, our telecom product offerings are identical or nearly identical to products that we sell in other
markets (for example, CATV or internet data center). As we continue to develop new technological capabilities, we intend to develop
products specifically for telecom markets.
‑ Continue to penetrate the FTTH market. We believe our WDM-PON technology is a cost-effective solution for delivering 1 Gbps bandwidth
to a home. We intend to capture an increasing share of the FTTH market by delivering optical modules enabling 1 Gbps synchronous service
to the home through our customers, who are either internet service providers or manufacturers of networking equipment supplying internet
service providers. Besides WDM-PON, we also believe that PON networks operating at 10 Gbps or higher will be in demand by certain
customers in the future and we intend to develop components for these networks.
‑ Continue to invest in our capabilities and infrastructure. We intend to continue to invest in new products, new technology and our
production infrastructure and facilities to maintain and strengthen our competitive position. We engage in an active research and development
program to develop new products and enhance existing products.
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Selectively pursue other opportunities that leverage our existing expertise. Our expertise in designing and manufacturing outdoor equipment
for the CATV industry positions us well to pursue applications that are also characterized by having varying and demanding environments,
including wireless and wireline telecom infrastructure, industrial robotics, aerospace and defense, and oil and gas exploration.
‑ Pursue complementary acquisition and strategic alliance opportunities. We evaluate and selectively pursue acquisition opportunities or
strategic alliances that we believe will enhance or complement our current product offerings, augment our technology roadmap, or diversify
our revenue base.
Our Technology
We believe that we have technology leadership in four key areas: semiconductor laser manufacturing, electronic technologies that enhance the
performance of our lasers, optical hybrid integration and mixed-signal semiconductor design.
‑ Differentiated semiconductor laser manufacturing. We use a combination of MBE and MOCVD processes in the fabrication of our lasers.
We believe that the combination of these two epitaxial processes allows our products to benefit from the advantages afforded by each of these
techniques. Among the differentiators of MBE relative to MOCVD fabrication are a lower process temperature and the use of solid phase
materials rather than gaseous sources to grow wafers and the growth of more highly strained crystals. These factors contribute to longer
operating lives of our lasers, improved laser efficiency and threshold current, and other performance attributes that make them well-suited to
our target markets. While we believe that these advantages of MBE are important, MBE does have disadvantages including the inability to
use certain dopant materials (for example, Iron), difficulty in certain types of regrowth, and the necessity to maintain complex ultra-high
vacuum equipment. By utilizing MOCVD in a portion of our production process, we are able to ameliorate some of these disadvantages.
However, the epitaxial and processing steps required in the fabrication of our devices are very complex, with numerous critical steps requiring
highly precise control. As a result of some of these challenges, production yields and the performance attributes of laser devices are highly
variable and optimizing these characteristics requires numerous enhancements and modifications to standard MBE equipment and the MBE
process. To our knowledge, we are unique in incorporating MBE processes in the production of communications lasers in high volume, and
believe it would be difficult and time-consuming for other vendors to replicate our production technology.
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‑ Laser enhancement technology. Certain properties of the semiconductor lasers predominantly used in traditional communications devices,
such as chirp and wavelength drift, negatively affect their ability to transmit signals over long fiber distances or prevent them from
transmitting signals with acceptable fidelity in certain applications. We have developed laser enhancement circuitry that can correct many of
these deficiencies. We believe that our technology will become more essential with wider deployment of higher capacity CATV and FTTH
systems, which place more stringent demands on laser performance.
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Optical hybrid-integration technology. Reducing the size, power consumption and complexity of optical devices is essential for achieving the
price and performance targets of our customers. Our ability to integrate multiple optical networking functions into a single device and to co-
package multiple devices into smaller form factors helps us meet customer requirements, which we believe can also create new opportunities.
For instance, the transmission speed between network elements (switches and servers, for example) within the data center has continued to
increase. However, the rate at which this data can be converted from electrical signals to optical signals by laser diodes has not increased at
the same pace. Therefore, to achieve data rates of 40 Gbps and above, many customers utilize multiple lower data rate lasers co-packaged
together into a single optical module, which we refer to as a light engine. The technology required to cost-effectively and reliably co-package
these lasers and the associated electronic control circuitry is complex. Our extensive experience with the processes and the manufacturing
technologies required to produce these devices gives us a competitive advantage.
Similarly, in FTTH and telecom networks, installing new fiber-optic cable is expensive and difficult, and in some situations prohibitively so
for a network service provider. As a consequence, network operators seek to maximize the utilization of their installed fiber plant. In long-
haul and metropolitan networks, the number of service providers who deployed WDM technology as fiber utilization rose. Fiber utilization in
access networks has risen, but the use of WDM technology in the access segment has been problematic due to the relatively high cost and
power consumption of the requisite optical devices. We have developed proprietary miniaturized optical packaging, electronic control
circuitry and testing algorithms to create a hybrid WDM-PON solution that addresses these historical impediments that we believe will make
WDM-PON a cost-effective alternative for deployment.
‑ Mixed-signal design. As CATV providers continue to evolve from primarily broadcast-video content providers to a mixture of HD video
content together with data-connectivity providers, the networks they utilize to offer these services must evolve as well. Older analog networks
are giving way to hybrid networks that incorporate both analog and digital signals. For example, many newer networks are being designed
with “digital return-path” capabilities, and certain MSOs have begun to deploy “Remote-PHY” technologies. Both of these technologies
involve transporting certain network signals in digital format, and then converting these signals to and from analog signals at various points in
the MSO’s network. This combination of analog and digital signaling creates unique design challenges. Our engineers have many years of
experience in developing equipment, modules and components that are well suited to these sorts of mixed-signal architectures. We believe
that having deep experience in both digital and analog signaling allows us to offer superior solutions to our customers, compared with
companies who have expertise in only one of these signal types.
Our Products
Our products include an array of optical communications solutions at varying levels of integration. We begin from the fundamental building
blocks of lasers and laser components. From these foundational products, we design and manufacture a wide range of products from optical modules to
complete turn-key equipment. We design our products to target customers in our identified markets to meet their needs and specifications.
Our components often incorporate one or more of our optical laser chips inside a precision housing that provides mechanical protection as well as
standardized electrical contacts. More complex optical components may also include optical filters (for example, for use in WDM) or other optical
elements by which optical signals are routed internally within the component. These more advanced components may also include coolers, heaters and
sensors that allow the temperature of the laser chip to be measured and controlled. We manufacture the majority of the laser chips and optical components
that are used in our own products.
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At the next level of integration, our module or sub-assembly products typically contain one or more of our optical components and some
additional control circuitry. Examples of modules include our transceiver line primarily used in internet data center markets, telecom markets, and FTTH
markets.
At the highest level of integration and complexity, our equipment products typically contain one or more optical components, modules and
additional electronic control circuitry required to enable these subsystems to operate independently. For example, our CATV transmitter equipment requires
utilization of our optical components and assembly onto a circuit board and to an external housing. Examples of equipment include our CATV transmitter
and CATV nodes.
Intellectual Property
We rely on a combination of patent, copyright, trademark, trade secret laws and unfair competition laws, as well as confidentiality and licensing
arrangements, to establish and protect our intellectual property. We employ various methods to protect these intellectual property rights, including
maintaining a technological infrastructure with significant security measures, limiting disclosure and restricting access to only those individuals with an
operational need for such information, and having employees, consultants and suppliers execute confidentiality agreements with us. While we expect our
intellectual property to provide competitive advantages, we also find meaningful value from unpatented proprietary process knowledge, know-how and
trade secrets.
Patents
As of December 31, 2021, we owned a total of 185 U.S. issued patents and 143 patents issued in China and Taiwan, plus a number of pending
U.S. and foreign/international patent applications. Our issued U.S. and foreign patents will expire between 2022 and 2042. While our patents are an
important element of our success, our business as a whole is not dependent on any one patent or group of patents. We do not anticipate any material effect
on our business due to any patents expiring in 2022, and we continue to obtain new patents through our ongoing research and development.
Our portfolio of patents and patent applications covers several different technology families including:
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laser structure and design;
optical signal conditioning and laser control;
laser fabrication;
photodiode and optical receiver design and fabrication;
optical device and module designs;
optical device packaging equipment and techniques; and
optical network enhancements.
Trademarks
We have registered the trademarks APPLIED OPTOELECTRONICS, INC., AOI and our logo with the U.S. Patent and Trademark Office on the
Principal Register. These marks are also registered in, or have applications for registration pending in, various foreign trademark offices.
Research and Development
To maintain our growth and competitiveness, we engage in an active research and development program to develop new products and enhance
existing products. As a result of these efforts, we anticipate releasing various new or enhanced products over the next several years.
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As of December 31, 2021, we had a total of 226 employees working in the R&D department, including ten with Ph.D. degrees. We continue to
recruit talented engineers to further enhance our research and development capabilities. We have research and development departments in our facilities in
Texas, Georgia, China and Taiwan. Our research and development teams collaborate on joint projects, and by co-locating with our manufacturing
operations enable us to achieve an efficient cost structure and improve our time to market.
A key factor in our research and development success is our highly collaborative process for new product development. Particularly in our
equipment and module businesses, we often collaborate very closely with our customers from a very early stage in product development. By purposefully
fostering this close collaboration, we believe that we can more rapidly develop leading solutions meeting the needs of our customers.
Manufacturing and Operations
We have three manufacturing sites: Sugar Land, Texas, Ningbo, China and Taipei, Taiwan. Our research and development functions are generally
partnered with our manufacturing locations, and we have an additional research and development facility in Duluth, Georgia. In our Sugar Land facility, we
manufacture laser chips (utilizing our MBE and MOCVD processes), subassemblies and components. The subassemblies are used in the manufacture of
components by our other manufacturing facilities or sold to third parties as modules. We manufacture our laser chips only within our Sugar Land facility,
where our laser design team is located. In our Taiwan location, we manufacture optical components, such as our butterfly lasers, which incorporate laser
chips, subassemblies and components manufactured within our Sugar Land facility. In addition, in our Taiwan location, we manufacture transceivers for the
internet data center, telecom, FTTH and other markets. In our China facility, we take advantage of lower labor costs and manufacture certain more labor
intensive components and optical equipment systems, such as optical subassemblies and transceivers for the internet data center market, CATV transmitters
(at the headend) and CATV outdoor equipment (at the node). Each manufacturing facility conducts testing on the components, modules or subsystems it
manufactures and each facility is certified to ISO 9001:2015. Our facilities in Ningbo, China, Taipei, Taiwan, and Sugar Land, Texas are all certified to ISO
14001:2015.
We sell our products to customers worldwide, and in addition to these external customer sales many of our products are used internally in the
production of transceivers and equipment that we manufacture. With a vertically integrated manufacturing process, we produce many of our own laser
chips and other parts required to manufacture our optical components. Through this model, we are able to reduce development time and product costs as
well as actively monitor and control product quality. We incorporate our own components into our transceivers, subsystems and equipment products
wherever possible. In instances where we do not produce components ourselves, we source them from external suppliers and regularly evaluate these
relationships in an attempt to reduce risk and lower cost.
We depend on a limited number of suppliers, including in some cases our own internal supply, for certain raw materials and components used in
our products. We regularly review our vendor relationships in an attempt to mitigate risks and lower costs, especially where we depend on one or two
vendors for critical components or raw materials. While maintaining inventories that we believe are sufficient to meet our near-term needs, we strive not to
carry significant inventories of externally sourced raw materials. Accordingly, we maintain ongoing communications with our vendors in order to help
prevent any interruptions in supply, and have implemented a supply-chain management program to maintain quality and lower purchase prices through
standardized purchasing efficiencies and design requirements.
Customers
Our customers are primarily internet data center operators, CATV and telecom equipment manufacturers, and internet service providers. We
generally employ a direct sales model in North America and in the rest of the world we use both direct and indirect sales channels. In 2021, 2020 and 2019,
we obtained 92.8%, 97.6%, and 98.0% of our revenue, respectively, through our direct sales efforts and the remainder of our revenue through our indirect
sales channels. Our sales channel partners provide logistical services and day-to-day customer support. Where we sell through an indirect sales channel, we
work with the end customer to establish technological specifications for our products. Our equipment customers typically offer our equipment under their
brand-name and our equipment is often customized with unique design or performance criteria by each of these customers. We also from time to time offer
design or manufacturing services to customers to assist them in more effectively using our products and realizing time-to-market advantages.
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In the last three years, we have taken several actions to increase the diversity of our customer base. These actions include hiring sales staff to
improve our ability to serve new customers and the introduction of new products that we believe will appeal to new customers. Furthermore, we have
developed additional original design manufacturer, or ODM, relationships with customers in each of our target markets which should enable us to diversify
our revenue base.
In 2021, the three customers who contributed most to our data center revenue were Microsoft, a US based large datacenter operator and a US
based NEM. Our CATV products were used by three large CATV original equipment manufacturers, or OEMs, consisting of ATX, Cisco and CommScope.
In 2021, revenue from the internet data center market, CATV market, telecom market, FTTH market and other markets provided 46.1%, 44.6%, 7.7%,
0.5% and 1.2% of our revenue, respectively, compared to 73.9%, 16.2%, 9.0%, 0.01% and 0.9%, respectively, in 2020.
In our telecom market, we manufacture and sell optical products which include transceivers designed to transmit signals used in 5th Generation
("5G") mobile networks, and various products targeted at the metro-scale telecom networking market. We have various other products designed for
diverse applications, both inside and outside of communications technology, which generally are derivatives of products developed for our four target
markets.
We support our sales efforts by attendance at industry trade shows (virtually and in person), technical conferences and other promotional efforts.
These efforts are aimed at attracting new customers and enhancing our existing customer relationships.
Backlog
We generally make sales pursuant to short-term purchase orders without deposits and subject to rescheduling, revision or cancellation on short
notice. We accordingly believe that purchase orders are not an accurate indicator of our future sales and any backlog of purchase orders is not a reliable
indicator of our future revenue.
Competition
The optical networking market is intensely competitive. Because of the broad nature of our product offerings, we do not believe that we face a
single major competitor across all of our markets. We do, however, experience intense competition in each product area from a number of manufacturers
and we anticipate that competition will increase. Our major competitors in one or more of our markets include EMCORE Corporation, Finisar Corporation
who was acquired by II-VI Incorporated, Foxconn Interconnect Technology Ltd., InnoLight Technology (Suzhou) Ltd., Intel Corporation, Lumentum
Holdings, Inc., Mitsubishi, Molex, LLC, Source Photonics, Inc. and Sumitomo Electric Industries, Ltd.
Many of our competitors are larger than we are and have significantly greater financial, marketing and other resources.
In addition, several of our competitors have large market capitalizations or cash reserves and are much better positioned to acquire other
companies to gain new technologies or products that may displace our products. Network equipment providers, who are our customers, and network
service providers, who are supplied by our customers, may decide to manufacture the optical subsystems incorporated into their network systems in-house.
We also encounter potential customers that, because of existing relationships, are committed to the products offered by these competitors.
We believe the principal competitive factors in our target markets include the following:
‑
‑
‑
‑
‑
‑
‑
use of internally manufactured components;
product breadth and functionality;
timing and pace of new product development;
breadth of customer base;
technological expertise;
reliability of products;
product pricing; and
‑ manufacturing efficiency.
We believe that we compete favorably with respect to the above factors based on our MBE and MOCVD processes, our vertically integrated
model, the performance and reliability of our product offerings, and our technical expertise in light engine design and manufacture.
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Seasonality
See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Seasonality,” regarding
seasonality of certain of the Company’s products.
Human Capital
Employees
As of December 31, 2021, we employed 2,534 full-time employees, of which 36 held Ph.D. degrees in a science or engineering field. Of our
employees, 367 are located in the U.S., 514 are located in Taiwan and 1653 are located in China.
As of December 31, 2021, none of our employees are represented by any collective bargaining agreement, but certain employees of our China
subsidiary are members of a trade union. We have never suffered any work stoppage as a result of an employment related strike or any employee related
dispute and believe that we have satisfactory relations with our employees.
Employee Engagement, Development and Career Planning
Our business results depend in part on our ability to successfully manage our human capital resources, including attracting, identifying, and
retaining key talent. Factors that may affect our ability to attract and retain qualified employees include employee morale, our reputation, competition from
other employers, and availability of qualified individuals. We believe our commitment to our human capital resources is an important component of our
mission to deliver superior products to our customers. We provide all employees with the opportunity to share their opinions in open dialogues with our
human resources department and senior management. In the past, we have conducted confidential surveys of select workforce members to measure
engagement. The results are discussed with senior leadership and managers. We provide all employees a wide range of professional development
experiences, both formal and informal. We offer our highest level employees/executives/VPs leadership development programs as part of our talent and
succession planning process. Also, we have development programs for managers and supervisors and learning opportunities for all employees. We provide
access to learning platforms so employees can access resources to support their career aspirations and advance their skills.
Employee Safety
The safety of our employees is a paramount value for us. We provide mandatory safety trainings in our production facilities, which are designed to
focus on empowering our employees with the knowledge and tools they need to make safe choices and to mitigate risks. Supervisors complete safety
management courses as well. In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of
our employees and which comply with government orders in all the states and countries where we operate. In an effort to keep our employees safe and to
maintain operations during the COVID-19 pandemic, we have implemented a number of new health-related measures including, the requirement to wear
company provided face-masks at all times while on company property, implemented temperature taking protocols, increased hygiene, cleaning and
sanitizing procedures at all Company sites, implemented social-distancing, implemented restrictions on visitors to our facilities, limiting in-person
meetings and other gatherings.
Compensation, Benefits and Wellness
We offer fair, competitive compensation and benefits that support our employees’ overall wellness. Further, the health and wellness of our
employees are critical to our success. We provide our employees with access to a variety of innovative, flexible and convenient health and wellness
programs. Such programs are designed to support employees' physical and mental health by providing tools and resources to help them improve or
maintain their health status and encourage engagement in healthy behaviors. We offer financial education and financial wellness tools and resources to help
employees reach their personal financial goals. Additionally, we provide robust compensation and benefits through internal and external benchmarking.
Governmental Regulations
Our research and development and manufacturing operations and our products are subject to a variety of federal, state, local and foreign
environmental, health and safety laws and regulations, including those governing discharges of pollutants to air and water, the use, storage, handling and
disposal of hazardous materials and solid wastes, employee health and safety, and the hazardous material content in our products. To date, costs and
accruals incurred to comply with these governmental regulations have not been material to our capital expenditures, results of operations, and competitive
position. Our environmental management systems in our facilities in Sugar Land, Texas, Ningbo, China and Taipei, Taiwan are all certified to meet the
requirements of ISO14001:2015. However, there can be no assurance that violations of applicable laws at any of our facilities will not occur in the future as
a result of human error, accident, equipment failure or other causes. We use, store and dispose of hazardous materials and solid wastes in our manufacturing
operations and hazardous materials are present in our products. We incur costs to comply with 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 substantial costs, including cleanup costs,
natural resource damages, monetary fines, or administrative, civil or criminal penalties, and subject us to property damage and personal injury claims, and
result in injunctive relief including the suspension of production, alteration or upgrades of our manufacturing processes, redesign of our products, or
curtailment of sales, and could result in adverse publicity. Liability under environmental, health and safety laws can be joint and several and without regard
to fault or negligence. For example, pursuant to environmental laws and regulations, including but not limited to the Comprehensive Environmental
Response Compensation and Liability Act, or CERCLA, we may be liable for the full amount of any remediation-related costs at properties we currently
own or operate or formerly owned, such as our currently owned Sugar Land, Texas facility, or at properties at which we previously operated, as well as at
properties we will own or operate in the future, and properties to which we have sent hazardous substances, whether or not we caused the contamination.
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Environment
We are committed to maintaining compliance with all environmental laws applicable to our operations, products, and services and to reducing our
environmental impact across our business. Our operations and many of our products are subject to various federal, state, local, and foreign regulations that
have been adopted with respect to the environment, such as the Directive on the Restriction of the Use of Certain Hazardous Substances in Electrical and
Electronic Equipment; Registration, Evaluation, Authorization, and Restriction of Chemicals; and Substances of Concern In Products, regulations adopted
by the European Union, or EU.
Over and above our commitment to compliance with all environmental laws, we have further committed ourselves to the following environment
goals:
● Obtain at least 20% of the energy used in our operations from renewable sources
● Properly recycle waste materials including paper, electronic components, glass and batteries
● Reduce our generation of hazardous waste by at least 10% over the five year period beginning in 2021
In order to meet these goals, we maintain an Integrated Environmental and Safety Management System.
We expect that our operations and products will be affected by new environmental requirements on an ongoing basis. 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, require us to obtain additional permits for our activities, or cause us to incur other significant expenses or
to modify our manufacturing processes or the hazardous material content of our products. Identification of presently unidentified environmental conditions,
more vigorous enforcement by a governmental authority, enactment of more stringent legal requirements or other unanticipated events could give rise to
adverse publicity, restrict our operations, affect the design or marketability of our products or otherwise cause us to incur material environmental costs or
delays in planned activities.
We face increasing complexity in our product design and procurement operations as we adjust to new and upcoming requirements relating to the
materials composition of our products. Some jurisdictions in which our products are sold have enacted requirements regarding the hazardous material
content of certain products. For example, member states of the European Union and China are among a growing number of jurisdictions that have placed
restrictions on the use of lead, among other chemicals, in electronic products, which affect 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. Other governmental regulations may require us to reengineer our products to use components that
are more environmentally compatible, resulting in additional costs to us.
Export Controls
The Bureau of Industry and Security (BIS) of the U.S. Department of Commerce is responsible for regulating the export of most commercial items
that are classified as dual-use goods that may have both commercial and military applications. Our products are classified under Export Control
Classification Numbers, or ECCNs, 5A991 and 6A995. Export Control Classification requirements are dependent upon an item’s technical characteristics,
the destination, the end-use, and the end-user, and other activities of the end-user. Should the ECCN change, then the export of our products to certain
countries would be restricted. However, we currently do not export our products to any countries on the restricted list, and therefore a change in the ECCN
would not materially impact our business.
Additional information concerning regulatory compliance and a discussion of the risks associated with governmental regulations that may
materially impact us is described more fully under the heading “Risk Factors” in this Form 10-K.
Sources of Raw Materials
We depend on a limited number of suppliers for certain raw materials, components, and equipment used in our products. We continually review
our supplier relationships to mitigate risks and lower costs, especially where we depend on one or two suppliers for critical components or raw materials.
While maintaining inventories that we believe are sufficient to meet our near-term needs, we strive not to carry significant inventories of raw materials.
Accordingly, we maintain ongoing communications with our suppliers in order to prevent any interruptions in supply, and have implemented a supply-
chain management program to maintain quality and lower purchase prices through standardized purchasing efficiencies and design requirements. To date,
we generally have been able to obtain sufficient quantities of critical supplies in a timely manner.
We are subject to rules promulgated by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding the use
of "conflict minerals". These rules have imposed and will continue to impose additional costs and may introduce new risks related to our ability to verify
the origin of any "conflict minerals" used in our products.
Corporate Information
We were incorporated in the State of Texas in 1997. In March 2013, Applied Optoelectronics, Inc., a Texas corporation, converted into a Delaware
corporation. Prime World International Holdings, Ltd. (“Prime World”) is a wholly-owned subsidiary of the Company incorporated in the British Virgin
Islands on January 13, 2006. Prime World is the parent company of Global Technology, Inc. (“Global”). Global was established in June 2002 in the
People’s Republic of China (“PRC”) and was acquired by Prime World on March 30, 2006. Prime World also operates a division in Taiwan, which is
qualified to do business in Taiwan and primarily manufactures transceivers and performs research and development activities.
Our principal executive offices are located at 13139 Jess Pirtle Blvd., Sugar Land, TX 77478, and our telephone number is (281) 295-1800. Our
website address is www.ao-inc.com. Information contained on our website is not incorporated by reference into this Form 10-K.
Available Information
We file electronically with the United States 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.ao-inc.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
Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors and all other information
contained in our Form 10-K, including our consolidated financial statements and related notes. If any of the following risks actually occur, we may be
unable to conduct our business as currently planned and our financial condition and results of operations could be seriously harmed. In addition, the
trading price of our common stock could decline due to the occurrence of any of these risks and you may lose all or part of your investment.
Risks Related to the COVID-19 Pandemic
Epidemic diseases, such as COVID-19, or the perception of their effects, could have a material adverse effect on our business, financial condition,
results of operation, or cash flows.
Outbreaks of epidemic, pandemic, or contagious diseases, such as the recent COVID-19 or, historically, the Ebola virus, Middle East Respiratory
Syndrome, Severe Acute Respiratory Syndrome, or the H1N1 virus, could divert medical resources and priorities towards the treatment of that disease.
Business disruptions could include disruptions or restrictions on our ability to travel or to distribute our products, as well as temporary closures of our
facilities or the facilities of our suppliers and their contract manufacturers. Any disruption of our suppliers and their contract manufacturers or our
customers would likely impact our sales and operating results. In addition, a significant outbreak of epidemic, pandemic, or contagious diseases in the
human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in
an economic downturn that could affect demand for our products. Any of these events could have a material adverse effect on our business, financial
condition, results of operations, or cash flows.
The extent of the impact of the COVID-19 pandemic on our business is highly uncertain and difficult to predict as coronavirus continues to spread
around the world. In March 2020, we instituted travel restrictions and implemented sanitation and disinfection procedures to safeguard the health and safety
of our employees which continue today. Recently, we began allowing certain employee travel, but continue strict sanitation procedures in our
facilities. With increased vaccinations and the potential reduction of infections, we implemented procedures for a safe return to the office environment for
all of our employees. However, even with these precautions, it is not possible to eliminate the risk of a widespread outbreak amongour employees and if
such an outbreak were to occur, it would likely have a negative impact on our business, results of operations, and our financial condition.
The spread of COVID-19 has also impacted our supply chain operations through restrictions, reduced capacity and shutdown of business activities
by suppliers whom we rely on for sourcing components and materials and third-party partners whom we rely on for manufacturing, warehousing and
logistics services. Currently, the suppliers who are responsible for most of our supply-chain constraints have begun the process of returning to normal
operations and have expressed optimism that their deliveries in 2022 will return to normal. In order to minimize the impact of these and any similar
disruptions, we have added additional suppliers for many key components, where it is practical to do so. We believe that these additional suppliers will be
able to augment our supply of needed components, although in some cases these new suppliers' materials are more expensive than the pre-existing suppliers
so a switch to these alternate suppliers could have a negative impact on gross margins and profitability. However, this is uncertain and we also cannot
predict if other suppliers could encounter similar difficulties. Any disruption resulting from similar events on a larger scale or over a prolonged period
could cause significant delays in supply of needed components. It would likely have a negative impact on our business, results of operations, and our
financial condition.
Although demand for many of our products has been strong in the short-term as subscribers seek more bandwidth, customers’ purchasing
decisions over the long-term may be impacted by the pandemic and its impact on the economy, which could in turn impact our revenue and results of
operations. The extent to which the COVID-19 pandemic may materially impact our financial condition, liquidity or results of operations is therefore
uncertain.
Risks Related to Operating Our Business
We are dependent on our key customers for a significant portion of our revenue and the loss of, or a significant reduction in orders from, any of our
key customers would adversely impact our revenue and results of operations.
We generate much of our revenue from a limited number of customers. For each year ended 2021, 2020 and 2019, our top ten customers
represented 84.7%, 84.3%, and 88.1% of our revenue, respectively. In 2021, ATX represented 25.6% of our revenue, Microsoft represented 14.1% of our
revenue, and Cisco represented 11.9% of our revenue. As a result, the loss of, or a significant reduction in orders from any of our key customers would
materially and adversely affect our revenue and results of operations. We typically do not have long-term contracts with our customers and instead rely on
recurring purchase orders. However, many of our current revenue expectations and forecasts reflect significant anticipated orders from a limited number of
key customers. If our key customers do not continue to purchase our existing products or fail to purchase additional products from us, our revenue would
decline and our results of operations would be adversely affected.
Adverse events affecting our key customers could also negatively affect our ability to retain their business and obtain new purchase orders, which
could adversely affect our revenue and results of operations. For example, in recent years, there has been consolidation among various network equipment
manufacturers and this trend is expected to continue. We are unable to predict the impact that industry consolidation would have on our existing or
potential customers. We may not be able to offset any potential decline in revenue arising from the consolidation of our existing customers with revenue
from new customers or additional revenue from the merged company.
Customer demand is difficult to forecast accurately and, as a result, we may be unable to match production with customer demand.
We make planning and spending decisions, including determining the levels of business that we will seek and accept, production schedules,
component procurement commitments, personnel needs and other resource requirements, based on our estimates of product demand and customer
requirements. Our products are typically purchased pursuant to individual purchase orders. While our customers may provide us with their demand
forecasts, they are typically not contractually committed to buy any quantity of products beyond firm purchase orders. Furthermore, many of our customers
may increase, decrease, cancel or delay purchase orders already in place without significant penalty. The short-term nature of commitments by our
customers and the possibility of unexpected changes in demand for their products reduce our ability to accurately estimate future customer requirements.
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 more onerous procurement commitments and reduce our gross margin. We may not have sufficient capacity at any given
time to meet the volume demands of our customers, or one or more of our suppliers may not have sufficient capacity at any given time to meet our volume
demands. If any of our major customers decrease, stop or delay purchasing our products for any reason, we will likely have excess manufacturing capacity
or inventory and our business and results of operations would be harmed.
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If our customers do not qualify our products for use on a timely basis, our results of operations may suffer.
Prior to the sale of new products, our customers typically require us to “qualify” our products for use in their applications. At the successful
completion of this qualification process, we refer to the resulting sales opportunity as a “design win.” Additionally, new customers often audit our
manufacturing facilities and perform other evaluations during this qualification 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 accurately
predict the amount of time required to qualify our products with customers, or are unable to qualify our products with certain customers at all, then our
ability to generate revenue could be delayed or our revenue would be lower than expected and we may not be able to recover the costs associated with the
qualification process or with our product development efforts, which would have an adverse effect on our results of operations.
In addition, due to rapid 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. Some of these unrecoverable expenses for cancelled or unutilized custom design projects may be significant. It is difficult to
predict with any certainty whether our customers will delay or terminate product qualification or the frequency with which customers will cancel or modify
their projects, but any such delay, cancellation or modification would have a negative effect on our results of operations.
Our ability to successfully qualify and scale capacity for new technologies and products is important to our ability to grow our business and
market presence, and we may invest a significant amount to scale our capacity to meet potential demand from customers for our new technologies and
products. If we are unable to qualify and sell any of our new products in volume, on time, or at all, our results of operations may be adversely affected.
We must continually develop successful new products and enhance existing products, and if we fail to do so or if our release of new or enhanced
products is delayed, our business 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 qualification requirements. Our future performance will depend
on our successful development, introduction and market acceptance of new and enhanced products that address these challenges. 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.
In addition, due to the costs and length of research, development and manufacturing process cycles, we may not recognize revenue from new
products until long after such expenditures, if at all, and our margins may decrease if our costs are higher than expected, adversely affecting our financial
condition and results of operations.
Although the length of our product development cycle varies widely by product and customer, it may take 18 months or longer before we receive
our first order. As a result, we may incur significant expenses long before customers accept and purchase our products.
Product development delays may result from numerous factors, including:
‑ modification of product specifications and customer requirements;
‑
‑
‑
unanticipated engineering complexities;
difficulties in reallocating engineering resources and overcoming resource limitations; and
rapidly changing technology or competitive product requirements.
The introduction of new products by us or our competitors and other changes in our customer’s demands could result in a slowdown in demand for
our existing products and could result in a write-down in the value of our inventory. We have in the past experienced periodic fluctuations in demand for
existing products and delays in new product development, and such fluctuations will likely occur in the future. To the extent we fail to qualify our products
and obtain their approval for use, which we refer to as a design win, or experience product development delays for any reason, our competitive position
would be adversely affected and our ability to grow our revenue would be impaired.
Furthermore, our ability to enter a market with new products in a timely manner can be critical to our success because it is difficult to displace an
existing supplier for a particular type of product once a customer has chosen a supplier, even if a later-to-market product provides better performance or
cost efficiency.
The development of new, technologically advanced products is a complex and uncertain process requiring frequent innovation, highly-skilled
engineering and development personnel and significant capital, as well as the accurate anticipation of technological and market trends. We cannot assure
you that we will be able to identify, develop, manufacture, market or support new or enhanced products successfully or on a timely basis. Further, we
cannot assure you that our new products will gain market acceptance or that we will be able to respond effectively to product introductions by competitors,
technological changes or emerging industry standards. We also may not be able to develop the underlying core technologies necessary to create new
products and enhancements, license these technologies from third parties, or remain competitive in our markets.
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Our revenues, growth rates and operating results are likely to fluctuate significantly as a result of factors that are outside our control, which could
adversely impact our operating results.
Our revenues, growth rates and operating results are likely to fluctuate significantly in the future as a result of factors that are outside our control.
We may not achieve similar revenues, growth rates or operating results in future periods. Our revenues, growth rates and operating results for any prior
quarterly or annual period should not be relied upon as any indication of our future revenues, growth rates or operating results. The timing of order
placement, size of orders and satisfaction of contractual customer acceptance criteria, changes in the pricing of our products due to competitive pressures as
well as order or shipment delays or deferrals, with respect to our products, may cause material fluctuations in revenues. Our lengthy sales cycle, which may
extend to more than one year, may cause our revenues and operating results to vary from period to period and it may be difficult to predict the timing and
amount of any variation. Delays or deferrals in purchasing decisions by our customers may increase as we develop new or enhanced products for existing
and new markets, including automotive and biotechnology markets. Our current and anticipated future dependence on a small number of customers
increases the revenue impact of each such customer’s decision to delay or defer purchases from us, or decision not to purchase products from us. Our
expense levels in the future will be based, in large part, on our expectations regarding future revenue sources and, as a result, operating results for any
quarterly period in which anticipated material orders fail to occur, or are delayed or deferred, could be significantly harmed.
If we encounter manufacturing problems, we may lose sales and damage our customer relationships.
We may experience delays, disruptions or quality control problems in our manufacturing operations. These and other factors may cause less than
acceptable yields at our facility. Manufacturing yields depend on a number of factors, including the quality of available raw materials, the degradation or
change in equipment calibration and the rate and timing of the introduction of new products. Changes in manufacturing processes required as a result of
changes in product specifications, changing customer needs and the introduction of new product lines may significantly reduce our manufacturing yields,
resulting in low or negative margins on those products. In addition, we use our MBE, fabrication process to make our lasers, in addition to MOCVD, the
technique most commonly used in optical manufacturing by communications optics vendors, and our MBE fabrication process relies on custom-
manufactured equipment. If our MBE or MOCVD fabrication facility in Sugar Land, Texas were to be damaged or destroyed for any reason, our
manufacturing process would be severely disrupted. Any such manufacturing problems would likely delay product shipments to our customers. We may
also experience delays in production, typically in February, during the Lunar New Year holiday when our facilities in China and Taiwan are closed.
Given the high fixed costs associated with our vertically integrated business, a reduction in demand for our products will likely adversely impact our
gross profits and our results of operations.
We have a high fixed cost base due to our vertically integrated business model, including the fact that 2,178 of our employees as of December 31,
2021 were employed in manufacturing and research and development operations. We may not be able to adjust these fixed costs quickly to adapt to rapidly
changing market conditions. Our gross profit and gross margin are greatly affected by our sales volume and volatility on a quarterly basis and the
corresponding absorption of fixed manufacturing overhead expenses. In addition, because we are a vertically integrated manufacturer, insufficient demand
for our products may subject us to the risk of high inventory carrying costs and increased inventory obsolescence. Given our vertical integration, the rate at
which we turn inventory has historically been low when compared to our cost of sales. We do not expect this to change significantly in the future and
believe that we will have to maintain a relatively high level of inventory compared to our cost of sales. As a result, we continue to expect to have a
significant amount of working capital invested in inventory. We may be required to write down inventory costs in the future and our high inventory costs
may have an adverse effect on our gross profits and our results of operations.
Increasing costs and shifts in product mix may adversely impact our gross margins.
Our gross margins on individual products and among products fluctuate over each product’s life cycle. Our overall gross margins have fluctuated
from period to period as a result of shifts in product mix, the introduction of new products, decreases in average selling prices and our ability to reduce
product costs, and these fluctuations are expected to continue in the future. We may not be able to accurately predict our product mix from period to period,
and as a result we may not be able to forecast accurately our overall gross margins. The rate of increase in our costs and expenses may exceed the rate of
increase in our revenue, either of which would materially and adversely affect our business, our results of operations and our financial condition.
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Our financial results may vary significantly from quarter-to-quarter due to a number of factors, which may lead to volatility in our stock price.
Our quarterly revenue and operating results have varied in the past and will likely 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:
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the timing, size and mix of sales of our products;
fluctuations in demand for our products, including the increase, decrease, rescheduling or cancellation of significant customer orders;
our ability to design, manufacture and deliver products which meet customer requirements in a timely and cost-effective manner;
the gain or loss of key customers;
changes in our pricing and sales policies or the pricing and sales policies of our competitors;
seasonality of certain of our products and manufacturing capabilities;
quality control or yield problems in our manufacturing operations;
supply disruption for certain raw materials and components used in our products;
capacity constraints of our outside contract manufacturers for a portion of the manufacturing process for some of our products;
length and variability of the sales cycles of our products;
unanticipated increases in costs or expenses;
the loss of key employees;
different capital expenditure and budget cycles for our customers, affecting the timing of their spending for our products;
political stability in the areas of the world in which we operate;
‑ changes in or limitations imposed by trade protection laws or other regulatory orders or requirements in the United States or in other countries,
including tariffs, sanctions, or other costs, restrictions, or requirements which may affect our ability to import or export our products to or from
various countries; and
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trade-related government actions that impose barriers or restrictions that would impact our ability to sell or ship products to Huawei or other
customers.
The foregoing factors are difficult to forecast, and these, as well as other factors, could materially adversely affect our quarterly and annual
operating results. In addition, a significant amount of our operating expenses are 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. For these reasons, you should not rely on quarter-to-quarter comparisons of our
results of operations as an indicator of future performance. Moreover, our operating results may not meet our announced guidance 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.
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We depend on key personnel to develop and maintain our technology and manage our business in a rapidly changing market.
The continued services of our executive officers and other key engineering, sales, marketing, manufacturing and support personnel is essential to
our success. For example, our ability to achieve new design wins depends upon the experience and expertise of our engineers. Any of our key employees,
including our Chief Executive Officer, Chief Financial Officer, Senior Vice President and North America General Manager and Senior Vice President and
Asia General Manager, may resign at any time. We do not have key person life insurance policies covering any of our employees.
To implement our business plan, we also intend to hire additional employees in expanding areas of our business. Our ability to continue to attract
and retain highly skilled employees is a critical factor in our success. Competition for highly skilled personnel is intense. We may not be successful in
attracting, assimilating or retaining qualified personnel to satisfy our current or future needs. Our ability to develop, manufacture and sell our products, and
thus our financial condition and results of operations, would be adversely affected if we are unable to retain existing personnel or hire additional qualified
personnel.
We depend on a limited number of suppliers and any supply interruption could have an adverse effect on our business.
We depend on a limited number of suppliers for certain raw materials and components used in our products. Some of these suppliers could disrupt
our business if they stop, decrease or delay shipments or if the materials or components they ship have quality or reliability issues. Some of the raw
materials and components we use in our products are available only from a sole source or have been qualified only from a single supplier. Furthermore,
other than our current suppliers, there are a limited number of entities from whom we could obtain certain materials and components. We may also face
shortages if we experience increased demand for materials or components beyond what our qualified suppliers can deliver. Our inability to obtain sufficient
quantities of critical materials or components could adversely affect our ability to meet demand for our products, adversely affecting our financial condition
and results of operations. Also see the section above on the COVID-19 pandemic for details related to global supply chain disruptions.
We typically have not entered into long-term agreements with our suppliers and, therefore, our suppliers could stop supplying materials and
components to us at any time or fail to supply adequate quantities of materials or components to us on a timely basis. It is difficult, costly, time consuming
and, on short notice, sometimes impossible for us to identify and qualify new suppliers. Our customers generally restrict our ability to change the
components in our products. For more critical components, any changes may require repeating the entire qualification process. Our reliance on a limited
number of suppliers or a single qualified vendor may result in delivery and quality problems, and reduced control over product pricing, reliability and
performance.
Our products could contain defects that may cause us to incur significant costs or result in a loss of customers.
Our products are complex and undergo quality testing as well as formal qualification by our customers. Our customers’ testing procedures are
limited to evaluating our products under likely and foreseeable failure scenarios and over varying amounts of time. 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. Any such failures could delay product shipments to our customers or result in a loss of customers. Our
products are typically embedded in, or deployed in conjunction with, our customers’ products, which incorporate a variety of components, modules and
subsystems and may be expected to interoperate with modules produced by third parties. As a result, not all defects are immediately detectable and when
problems occur, it may be difficult to identify the source of the problem. We face this risk because our products are widely deployed in many demanding
environments and applications worldwide. In addition, we may in certain circumstances honor warranty claims after the warranty has expired or for
problems not covered by warranty to maintain customer relationships. Any significant product failure could result in litigation, damages, repair costs and
lost future sales of the affected product and other products, divert the attention of our engineering personnel from our product development efforts and
cause significant customer relations problems, all of which would harm our business. Although we carry product liability insurance, this insurance may not
adequately cover our costs arising from defects in our products or otherwise.
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Our ability to use our net operating losses and certain other tax attributes may be limited.
As of December 31, 2021 , we had U.S. accumulated net operating losses, or NOLs, of approximately $104.8 million, federal and state research
and development credits (“R&D credits”) of $9.9 million, business interest expense of $13.5 million and foreign tax credits of $4.6 million for U.S. federal
income tax purposes. Our ability to use our net operating losses, or NOLs, to offset future taxable income may be subject to certain limitations which could
subject our business to higher tax liability. We may be limited in the portion of NOL carryforwards that we can use in the future to offset taxable income for
U.S. federal and state income tax purposes, and federal tax credits to offset federal tax liabilities. Sections 382 and 383 of the Internal Revenue Code of
1986, as amended, limit the use of NOLs and tax credits after a cumulative change in corporate ownership of more than 50% occurs within a three-year
period. The statutes place a formula limit on how much NOLs and tax credits a corporation can use in a tax year after a change in ownership. Avoiding an
ownership change is generally beyond our control. Although the ownership changes we experienced in the past and in the year ended December 31, 2021
would not have prevented us from using all NOLs and tax credits accumulated before such ownership changes, assuming we were otherwise able to do so,
we could experience another ownership change that might limit our use of NOLs and tax credits in the future. Under the Tax Cuts and Jobs Act of 2017, or
Tax Act, NOLs from tax years that began after December 31, 2017 do not expire, but NOLs from tax years that began before January 1, 2018 expire after
20 years. Further, under the Tax Act, although the treatment of tax losses generated in taxable years ending before December 31, 2017 has generally not
changed, tax losses generated in taxable years beginning after December 31, 2017 may offset no more than 80% of taxable income annually. Accordingly,
if we generate NOLs after the tax year ended December 31, 2017, we might have to pay more federal income taxes in a subsequent year as a result of the
80% taxable income limitation than we would have had to pay under the law in effect before the Tax Act. Also, any foreign NOLs (for example NOLs in
our China and Taiwan jurisdictions) are subject to different NOL expirations, generally shorter than in the US.
Future acquisitions may adversely affect our financial condition and results of operations.
As part of our business strategy, we may pursue acquisitions of companies that we believe could enhance or complement our current product
portfolio, augment our technology roadmap or diversify our revenue base. Acquisitions involve numerous risks, any of which could harm our business,
including:
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difficulties integrating the acquired business;
unanticipated costs, capital expenditures or liabilities or changes related to research in progress and product development;
diversion of financial and management resources from our existing business;
difficulties integrating the business relationships with suppliers and customers of the acquired business with our existing business
relationships;
risks associated with entering markets in which we have little or no prior experience; and
potential loss of key employees, particularly those of the acquired organizations.
Acquisitions may also result in the recording of goodwill and other intangible assets subject to potential impairment in the future, adversely
affecting our operating results. We may not achieve the anticipated benefits of an acquisition if we fail to evaluate it properly, and we may incur costs in
excess of what we anticipate. A failure to evaluate and execute an acquisition appropriately or otherwise adequately address these risks may adversely
affect our financial condition and results of operations.
Future divestitures may adversely affect our financial condition and results of operations.
We frequently evaluate our portfolio of products and may consider divestitures or exits of businesses that we no longer believe to be an
appropriate strategic fit. Divestitures may adversely impact our results if we are unable to offset the dilutive impacts from the loss of revenue associated
with the divested products or businesses, or mitigate overhead costs allocated to those businesses. Furthermore, the divestitures could adversely affect
our ongoing business operations, including by enhancing our competitors' positions or reducing customer confidence in our ongoing brand and
products. The inability to effectively and efficiently manage divestitures with the results we expect or in the timeframe we anticipate could adversely
affect our financial condition and results of operations.
Our future results of operations may be subject to volatility as a result of exposure to fluctuations in currency exchange rates.
We have significant foreign currency exposure and are affected by fluctuations among the U.S. dollar, the Chinese
Renminbi, or RMB, and the New Taiwan dollar, or NT dollar, because a substantial portion of our business is conducted in China
and Taiwan. Our sales, raw materials, components and capital expenditures are denominated in U.S. dollars, RMB and NT dollars
in varying amounts.
Foreign currency fluctuations may adversely affect our revenue and our costs and expenses, and hence our results of operations. The value of the
NT dollar or the RMB against the U.S. dollar and other currencies may fluctuate and be affected by, among other things, changes in political and economic
conditions. The RMB currency is no longer being pegged solely to the value of the U.S. dollar. In the long term, the RMB may appreciate or depreciate
significantly in value against the U.S. dollar, depending upon the fluctuation of the basket of currencies against which it is currently valued, or it may be
permitted to enter into a full float, which may also result in a significant appreciation or depreciation of the RMB against the U.S. dollar. In addition, our
currency exchange variations may be magnified by Chinese exchange control regulations that restrict our ability to convert RMB into foreign currency.
To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may
decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and we may not be
able to successfully hedge our exposure.
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Natural disasters or other catastrophic events could harm our operations.
Our operations in the U.S., China and Taiwan could be subject to significant risk of natural disasters, including earthquakes, hurricanes, typhoons,
flooding and tornadoes, as well as other catastrophic events, such as epidemics, terrorist attacks or wars. For example, our corporate headquarters and wafer
fabrication facility in Sugar Land, Texas is located near the Gulf of Mexico, an area that is susceptible to hurricanes. We use a proprietary MBE laser
manufacturing process that requires customized equipment, and this process is currently conducted and located solely at our wafer fabrication facility in
Sugar Land, Texas, such that a natural disaster, terrorist attack or other catastrophic event that affects that facility would materially harm our operations. In
addition, our manufacturing facility in Taipei, Taiwan, is susceptible to typhoons and earthquakes, and our manufacturing facility in Ningbo, China, has
from time to time, suffered electrical outages. Any disruption in our manufacturing facilities arising from these and other natural disasters or other
catastrophic events could cause significant delays in the production or shipment of our products until we are able to shift production to different facilities or
arrange for third parties to manufacture our products. We may not be able to obtain alternate capacity on favorable terms or at all. Our property insurance
coverage with respect to natural disaster is limited and is subject to deductible and coverage limits. Such coverage may not be adequate or continue to be
available at commercially reasonable rates and terms. The occurrence of any of these circumstances may adversely affect our financial condition and results
of operation.
Legal and Regulatory Risks
We are subject to governmental export and import controls that could subject us to liability or impair our ability to compete in international markets.
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. Specifically, the Bureau of Industry and Security of the U.S. Department of Commerce is responsible for regulating the export
of most commercial items that are so called dual-use goods that may have both commercial and military applications. Our products are primarily classified
under Export Control Classification Numbers, or ECCNs 5A991 EAR99. Export Control Classification requirements are dependent upon an item’s
technical characteristics, and dictate the destination, end-use, end-user, and other activities of the end-user. Should the regulations applicable to our
products change, or the restrictions applicable to countries to which we ship our products change, then the export of our products to such countries could be
restricted. As a result, our ability to export or sell our products to certain countries could be restricted, which could adversely affect our business, financial
condition and results of operations.
Furthermore, due to the recent administration change in the U.S., and the appointment of a new United States Trade Representative, new policy
priorities may lead to additional or new import risks affecting the flow of our products into the U.S. Changes in our products or any change in export or
import regulations or related legislation, shift in approach to the enforcement or scope of existing regulations, or change in the countries, persons or
technologies targeted by such regulations, could result in delayed or decreased sales of our products to existing or potential customers. In such event, our
business and results of operations could be adversely affected.
Our business could be negatively impacted as a result of shareholder activism.
In recent years, shareholder activists have become involved in numerous public companies. Shareholder activists frequently propose to involve
themselves in the governance, strategic direction, and operations of the Company. We may in the future become subject to such shareholder activity and
demands. Such demands may disrupt our business and divert the attention of our management and employees, and any perceived uncertainties as to our
future direction resulting from such a situation could result in the loss of potential business opportunities, be exploited by our competitors, cause concern to
our current or potential customers, and make it more difficult to attract and retain qualified personnel and business partners, all of which could adversely
affect our business. In addition, actions of activist shareholders may cause significant fluctuations in our stock price based on temporary or speculative
market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
The unfavorable outcome of any pending or future litigation or administrative action and expenses incurred in connection with litigation could result
in financial losses or harm to our business.
We have been, and in the future may be, subject to legal actions in the ordinary course of our operations, both domestically and internationally.
There can be no assurances as to the favorable outcome of any litigation. In addition it can be costly to defend litigation and these costs could negatively
impact our financial results. As further described in that section, subsequent derivative actions and securities class actions have since been filed. This
litigation and any other such litigation could result in substantial costs and divert our management’s attention from other business concerns, which could
seriously harm our business.
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Risks Related to Our Indebtedness and Future Financing
Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business,
financial condition and results of operations and impair our ability to satisfy our obligations under our indebtedness.
As of December 31, 2021 , we had approximately $141.6 million of consolidated indebtedness. We may also incur additional indebtedness to meet
future financing needs. Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and
financial condition by, among other things:
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increasing our vulnerability to adverse economic and industry conditions;
limiting our ability to obtain additional financing;
requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of
cash available for other purposes;
limiting our flexibility to plan for, or react to, changes in our business;
diluting the interests of our existing stockholders as a result of issuing shares of our common stock upon conversion of the Notes; and
placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.
Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under
our indebtedness, including the Notes, and our cash needs may increase in the future. In addition, our existing Credit Facility with Truist Bank, contains,
and any future indebtedness that we may incur may contain, financial and other restrictive covenants that limit our ability to operate our business, raise
capital or make payments under our other indebtedness. If we fail to comply with these covenants or to make payments under our indebtedness when due,
then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in full.
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Our loan agreements contain restrictive covenants that may adversely affect our ability to conduct our business.
We have lending arrangements with several financial institutions, including loan agreements with Truist Bank in the U.S., equipment finance
agreements with Chailease Finance Co., Ltd. in Taiwan and credit facilities with China Merchants Bank Co. Ltd., Shanghai Pudong Development Bank
Co., Ltd and China Zheshang Bank Co., Ltd. in China. Our loan agreements governing our long-term debt obligations in the U.S. and Asia contain certain
financial and operating covenants that limit our management’s discretion with respect to certain business matters. Among other things, these covenants
require us to maintain certain financial ratios and restrict our ability to incur additional debt, create liens or other encumbrances, change the nature of our
business, sell or otherwise dispose of assets and merge or consolidate with other entities. In addition, the Indenture governing the Notes contains covenants
that limit our ability and the ability of our subsidiaries to, among other things: (i) incur or guarantee additional indebtedness or issue disqualified stock; and
(ii) create or incur liens.
These restrictions may limit our flexibility in responding to business opportunities, competitive developments and adverse economic or industry
conditions. Any failure by us or our subsidiaries to comply with these agreements could harm our business, financial condition and operating results. In
addition, our obligations under our loan agreements with Truist Bank are secured by our accounts receivable, inventory, intellectual property, and all
business assets except real estate and equipment. Our credit facilities with Shanghai Pudong Development Bank Co., Ltd. and China Zheshang Bank Co.,
Ltd. are secured by real estate. A breach of any of covenants under our loan agreements, 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 not be able to obtain additional capital when desired, on favorable terms or at all.
We operate in a market that makes our prospects difficult to evaluate and, to remain competitive, we will be required to make continued
investments in capital equipment, facilities and technological improvements. We expect that substantial capital will be required to expand our
manufacturing capacity and fund working capital for anticipated growth. If we do not generate sufficient cash flow from operations or otherwise have the
capital resources to meet our future capital needs, we may need additional financing to implement our business strategy, which includes:
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expansion of research and development;
expansion of manufacturing capabilities;
hiring of additional technical, sales and other personnel; and
acquisitions of complementary businesses.
If we raise additional funds through the issuance of our common stock or convertible securities, the ownership interests of our stockholders could
be significantly diluted. These newly issued securities may have rights, preferences or privileges senior to those of existing stockholders. Additional
financing may not, however, be available on terms favorable to us, or at all, if and when needed, and our ability to fund our operations, take advantage of
unanticipated opportunities, develop or enhance our infrastructure or respond to competitive pressures could be significantly limited. If we cannot raise
required capital when needed, including under our Registration Statement filed with the SEC in October 2019, effective January 2020, we may be unable to
meet the demands of existing and prospective customers, adversely affecting our sales and market opportunities and consequently our business, financial
condition and results of operations.
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Risks Related to Data Breaches and Network Infrastructures
Data breaches and cyberattacks could compromise our operations, our customers’ operations, or the operations of our contract manufacturers upon
whom we rely, and cause significant damage to our business and reputation.
Cyberattacks have become more prevalent and much harder to detect and defend against. Companies, including companies in our industry, have
been increasingly subject to a wide variety of security incidents, cyberattacks and other attempts to gain unauthorized access to their systems or to deny
access and disrupt their systems and operations. These threats can come from a variety of sources, ranging in sophistication from an individual hacker to a
state-sponsored attack. Cyber threats may be generic, or they may be custom-crafted against our information systems.
In the ordinary course of our business, we and our data center customers maintain sensitive data on our respective networks, including intellectual
property, employee personal information and proprietary or confidential business information relating to our business and that of our customers and
business partners. The secure maintenance of this information is critical to our business and reputation. Despite our implementation of network security
measures, our network and storage applications have been subject to computer viruses, ransomware and other forms of cyber terrorism.
Also, despite our implementation of security measures, we are not able to guarantee that we can prevent unauthorized access by hackers or
breaches due to operator error, malfeasance or other system disruptions. Our customers’ network and storage applications may be subject to similar
disruptions. It is often difficult to anticipate or immediately detect such incidents and the damage caused by such incidents. Data breaches and any
unauthorized access or disclosure of our information, employee information or intellectual property could compromise our business, trade secrets and other
sensitive business information, any of which could result in legal action against us, exposure of our intellectual property to our competitors, damages, fines
and other adverse effects. A data security breach could also lead to public exposure of personal information of our employees, customers and others. Any
such theft, loss or misuse of personal data collected, used, stored or transferred by us to run our business could result in significantly increased security
costs or costs related to defending legal claims. Cyberattacks, such as computer viruses or other forms of cyber terrorism, have disrupted access to some
of our network or storage applications. In past incidents we have been able to recover quickly without material financial impact, however such disruptions
in the future may result in delays or cancellations of customer orders or delays or additional costs to produce and ship our products. Data security breaches
involving our data center customers could affect their financial condition and ability to continue to purchase our products. Further, cyberattacks may cause
us to incur significant remediation costs, result in product development delays, disrupt key business operations and divert attention of management and key
information technology resources. These incidents could also subject us to liability, expose us to significant expense and cause significant harm to our
reputation and business.
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, third-party security breaches, employee error, theft or misuse, malfeasance, power disruptions, natural
disasters or accidents could cause a breach 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.
Risks Related to International Trade and Operations
Changes in U.S. and international trade policies, particularly regarding China, may materially and adversely impact our business and operating
results.
The U.S. government has made statements and taken certain actions that have led and may lead to further changes to U.S. and international trade
policies, including imposing additional tariffs on certain products manufactured in China. Since the beginning of 2018, there has been increasing rhetoric,
in some cases coupled with legislative, administrative, or executive action, from several U.S. and foreign leaders regarding the possibility of instituting
tariffs on the foreign imports of certain materials. Five rounds of U.S. tariffs on imports from China (respectively the “U.S. Tariffs on China Imports”) went
into effect on July 2018, August 2018, September 2018, September 2019, and February 2020. A limited number of our products that are of Chinese origin
are currently subject to the U.S. Tariffs on China Imports.
Despite an administration change in the U.S., and the appointment of a new United States Trade Representative, it is unknown whether and to
what extent new tariffs (or other new laws or regulations) will be adopted, or the effect that any such actions would have on us or our industry. A
significant portion of our manufacturing operations are based in Ningbo, China; therefore, there could be material adverse effects on our business, financial
condition, and/or cash flow if any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or if China or
other affected countries take further retaliatory trade actions.
Furthermore, the implementation of trade tariffs both globally and between the U.S. and China specifically carries the risk of negatively impacting
China’s overall economic condition, which could have negative repercussions on our business. Bilateral tariffs could cause a decrease in the sales of our
products to customers located in China or other customers selling to Chinese end users, further impacting our business.
Significant changes to existing international trade agreements could also lead to sourcing or logistics disruption resulting from import delays or the
imposition of increased tariffs on our sourcing partners. For example, the Chinese government could, among other things, require the use of local
suppliers, compel companies that do business in China to partner with local companies, and otherwise provide government incentives or subsidies to
government-backed local customers to buy from local suppliers. Changes in, and responses to, U.S. trade policy could reduce the competitiveness of our
products and thus cause our sales and revenues to drop, which could materially and adversely impact our business and results of operations.
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We face a variety of risks associated with our international sales and operations.
We currently derive, and expect to continue to derive, a significant portion of our revenue from sales to international customers. In 2021, 2020 and
2019, 25.5%, 25.4%, and 18.8% of our revenue was derived from sales that occurred outside of North America, respectively. In addition, a significant
portion of our manufacturing operations is based in Ningbo, China and Taipei, Taiwan.
Trade-related government actions, by the U.S., China or other countries that impose barriers or restrictions that would impact our ability to sell or
ship products to customers or potential customers may have a negative impact on our financial condition and results of operations. We cannot predict the
actions government entities may take in this context and may be unable to quickly offset or effectively react to government actions that restrict our ability
to sell to certain customers or in certain jurisdictions. Government actions that affect our customers' ability to sell products or access critical elements of
their supply chains may result in a decreased demand for their products, which may consequently reduce their demand for our products.
Our international revenue and operations are subject to a number of material risks, including:
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difficulties in staffing, managing and supporting operations in more than one country;
difficulties in enforcing agreements and collecting receivables through foreign legal systems;
fewer legal protections for intellectual property in foreign jurisdictions;
foreign and U.S. taxation issues and international trade barriers, including the adoption or expansion of governmental trade tariffs, export
controls, and fluctuating changes to end use and user rules;
difficulties in obtaining any necessary governmental authorizations for the export of our products to certain foreign jurisdictions;
fluctuations in foreign economies;
fluctuations in the value of foreign currencies and interest rates;
trade and travel restrictions;
domestic and international economic or political changes, hostilities and other disruptions in regions where we currently operate or may
operate in the future;
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 various modifications by the Bureau of Industry and Security of the U.S. Department of Commerce to
export policy; and
different and changing legal and regulatory requirements in the jurisdictions in which we currently operate or may operate in the future.
Negative developments in any of these factors in China or Taiwan 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, and a higher cost of doing business. Although we maintain certain compliance programs throughout the Company, violations of U.S.
and foreign laws and regulations 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.
Our business operations conducted in China and Taiwan are important to our success. A substantial portion of our property, plant and equipment is
located in China and Taiwan. We expect to make further investments in China and Taiwan in the future. Therefore, our business, financial condition, results
of operations and prospects are subject to economic, political, legal, and social events and developments in China and Taiwan. Factors affecting military,
political or economic conditions in China and Taiwan could have a material adverse effect on our financial condition and results of operations, as well as
the market price and the liquidity of our common shares.
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Risks Related to Intellectual Property Matters
If we fail to protect, or incur significant costs in defending, our intellectual property and other proprietary rights, our business and results of operations
could be materially harmed.
Our success depends 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 patents in the U.S. and in other foreign countries, some of which have been issued. In addition,
we have registered certain trademarks in the U.S. We cannot guarantee that our pending applications will be approved by the applicable governmental
authorities. Moreover, our existing and future patents and trademarks may not be sufficiently broad to protect our proprietary rights or may be held invalid
or unenforceable in court. A failure to obtain patents or trademark registrations or a successful challenge to our patents and trademark registrations in the
U.S. or other foreign countries may limit our ability to protect the intellectual property rights that these patent and trademark registrations intended to
cover.
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 property laws may be unavailable, or may not protect our proprietary rights as fully as U.S. law. We may seek to secure
comparable intellectual property protections in other countries. However, the level of protection afforded by patent and other laws in other countries may
not be comparable to that afforded in the U.S.
We also attempt to protect our intellectual property, including our trade secrets and know-how, through the use of trade secret and other intellectual
property laws, and contractual provisions. We enter into confidentiality and invention assignment agreements with our employees and independent
consultants. We also use non-disclosure agreements with other third parties who may have access to our proprietary technologies and information. Such
measures, however, provide only limited protection, and there can be no assurance that our confidentiality and non-disclosure agreements will not be
breached, especially after our employees end their employment, and that our trade secrets will not otherwise become known by competitors or that we will
have adequate remedies in the event of unauthorized use or disclosure of proprietary information. Unauthorized third parties may try to copy or reverse
engineer our products or portions of our products, otherwise obtain and use our intellectual property, or may independently develop similar or equivalent
trade secrets or know-how. If we fail to protect our intellectual property and other proprietary rights, or if such intellectual property and proprietary rights
are infringed, misappropriated or duplicated, our business, results of operations or financial condition could be materially harmed.
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, which could significantly harm our
business. We may not prevail in such proceedings, and an adverse outcome may adversely impact our competitive advantage or otherwise harm our
financial condition and our business.
We may be involved in intellectual property disputes in the future, 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. While we have a policy in place that is designed to reduce the risk of infringement of intellectual property rights of others and we have conducted a
limited review of other companies’ relevant patents, there can be no assurance that third parties will not assert infringement claims against us. We cannot be
certain that our products would not be found infringing on the 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. Intellectual property claims against us
could force us to do one or more of the following:
‑
‑
‑
‑
obtain from a third party claiming infringement a license to the relevant technology, which may not be available on reasonable terms, or at all;
stop manufacturing, selling, incorporating or using our products that use the challenged intellectual property;
pay substantial monetary damages; or
expend significant resources to redesign the products that use the technology and to develop non-infringing technology.
Any of these actions could result in a substantial reduction in our revenue and could result in losses over an extended period of time.
In any potential intellectual property dispute, our customers could also become the target of litigation. Because we often indemnify our customers
for intellectual property claims made against them with respect to our products, any claims against our customers could trigger indemnification claims
against us. These obligations could result in substantial expenses such as legal expenses, damages for past infringement or royalties for future use. Any
indemnity claim could also adversely affect our relationships with our customers and result in substantial costs to us.
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Risks Related to Our Operations in China
Our business operations conducted in China are critical to our success. A total of $97.7 million, $85.2 million, and $83.3 million or 46.2%, 36.3%,
and 43.6%, of our revenue in the years ended December 31, 2021, 2020 and 2019 was attributable to our product manufactured at our plant in China,
respectively. Additionally, a substantial portion of our property, plant and equipment, 42.2% 40.6%, and 37.1% as of December 31, 2021, 2020 and 2019,
was located in China, respectively. 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, 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.
In addition, the laws, regulations and legal requirements in China, including the laws that apply to foreign-invested enterprises, or FIEs, are
subject to frequent changes. The interpretation and enforcement of such laws is uncertain. 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. Any litigation in China may be protracted and
result in substantial costs and diversion of resources and management attention. Any adverse changes to these laws, regulations and legal requirements or
their interpretation or enforcement could have a material adverse effect on our business.
Furthermore, while China’s economy has experienced rapid growth in the past 20 years, growth has been uneven across different regions, among
various economic sectors and over time. China has also in the past and may in the future experience economic downturns due to, for example, government
austerity measures, changes in government policies relating to capital spending, limitations placed on the ability of commercial banks to make loans,
reduced levels of exports and international trade, inflation, lack of financial liquidity, stock market volatility and global economic conditions. Any of these
developments could contribute to a decline in business and consumer spending in addition to other adverse market conditions, which could adversely affect
our business.
The turnover of direct labor in manufacturing industries in China is high, which could adversely affect our production, shipments and results of
operations.
Employee turnover of direct labor in the manufacturing sector in China is extremely high and retention of such personnel is a challenge to
companies located in or with operations in China. Although direct labor costs do not represent a high proportion of our overall manufacturing costs, direct
labor is required for the manufacture of our products. If our direct labor turnover rates are higher than we expect, or we otherwise fail to adequately manage
our direct labor turnover rates, then our results of operations could be adversely affected.
Chinese regulation of loans to and direct investment by offshore holding companies in China entities may delay or prevent us from making loans or
additional capital contributions to our China subsidiary.
Any loans that we wish to make to our China subsidiary are subject to Chinese regulations and approvals. For example, any loans to our China
subsidiary to finance their activities cannot exceed statutory limits, must be registered with State Administration of Foreign Exchange, or SAFE, or its local
counterpart, and must be approved by the relevant government authorities. Any capital contributions to our China subsidiary must be approved by the
Ministry of Commerce or its local counterpart. In addition, under Circular 142, our China subsidiary, as a FIE, may not be able to convert our capital
contributions to them into RMB for equity investments or acquisitions in China.
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 subsidiary. If we fail to receive such registrations or approvals, our ability to capitalize our China
subsidiary may be negatively affected, which could materially and adversely affect our liquidity and ability to fund and expand our business.
Our China subsidiary is subject to Chinese labor laws and regulations, and Chinese labor laws may increase our operating costs in China.
Chinese labor laws and regulations provide certain protections for our employees located in China, and changes to those labor laws and
regulations may increase our costs and reduce our flexibility. The China Labor Contract Law, which went into effect in 2008, together with its
implementing rules, provides increased rights to Chinese employees compared to prior employment laws in China. Under the rules under the China Labor
Contract Law, the probation period varies depending on contract terms and the employment contract can only be terminated during the probation period for
cause upon three days’ notice. Additionally, an employer may not be able to terminate a contract during the probation period on the grounds of a material
change of circumstances or a mass layoff. The law also has specific provisions on conditions when an employer has to sign an employment contract with
open-ended terms. If an employer fails to enter into an open-ended contract in certain circumstances, the employer must pay the employee twice their
monthly wage beginning from the time the employer should have executed an open-ended contract. Additionally, an employer must pay severance for
nearly all terminations, including when an employer decides not to renew a fixed-term contract. Any further changes to these laws may increase our costs
and reduce our flexibility.
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Risks Related to Our Common Stock
Our stock price has been and is likely to be volatile.
The market price of our common stock has been and is likely to be subject to wide fluctuations in response to, among other things, the risk factors
described in this section of this 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. For example, announcements made by competitors regarding factors influencing their business may cause fluctuations in the
valuation of companies throughout our industry, including fluctuations in the valuation of our stock.
Furthermore, 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, 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 have been and may become the target of this type of litigation in the future.
Our charter documents, stock incentive plans 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 and our stock incentive plans 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:
‑
‑
‑
‑
‑
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‑
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;
requiring advance notification of stockholder nominations and proposals; and
change of control provisions in our stock incentive plans, and the individual stock option agreements, which provide that a change of control
may accelerate the vesting of the stock options and equity awards issued under such plans.
In addition, we are governed by the provisions of Section 203 of the Delaware General Corporate Law. 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 the
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 for shares of our common stock in the future and result
in the market price being lower than it would be without these provisions.
Our Amended and Restated Certificate of Incorporation includes a forum selection clause, which could limit our stockholders' ability to obtain a
favorable judicial forum for disputes with us.
Our Amended and Restated Certificate of Incorporation provides that, unless the Company consents in writing to the selection of an alternative
forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of
the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the
Company or the Company's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or
the Company's Amended and Restated Certificate of Incorporation or By-laws, or (iv) any action asserting a claim against the Company governed by the
internal affairs doctrine. This exclusive forum provision will not apply to claims under the Securities Exchange Act of 1934 but will apply to other state and
federal law claims including actions arising under the Securities Act of 1933 (although our stockholders will not be deemed to have waived our compliance
with the federal securities laws and the rules and regulations thereunder). Section 22 of the Securities Act of 1933, however, creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act of 1933 or the rules and regulations
thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims
arising under the Securities Act of 1933. This forum selection provision in our Amended and Restated Certificate of Incorporation may limit our
stockholders' ability to obtain a favorable judicial forum for disputes with us. It is also possible that a court could rule that such a provision is inapplicable
or unenforceable.
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Item 1B.
Unresolved Staff Comments
None.
Item 2.
Properties
We maintain manufacturing, research and development, sales and administrative offices in the U.S., China and Taiwan. Our corporate
headquarters is located at our facility in Sugar Land, Texas. The table below provides information regarding our facilities.
Location
Sugar Land, Texas
Ningbo, China
Taipei, Taiwan
Owned or Lease
Expiration Date
Owned (1)
Owned (2)
May 31, 2029 (3)
Approximate
Square Footage
Use
139,450 Administration, sales, manufacturing, research and development
458,849 Administration, sales, manufacturing, research and development
268,797 Administration, sales, manufacturing, research and development
(1) We manufacture laser chips (utilizing our MBE and MOCVD process), subassemblies and components in our Sugar Land, Texas facility.
(2)
In our China facility, we manufacture certain more labor intensive components and optical equipment systems, such as optical subassemblies and
transceivers for the internet data center market, CATV transmitters (at the headend) and CATV outdoor equipment (at the node). Our China subsidiary
acquired the land use rights to the real property on which our current facility is located from the Chinese government. Such land use rights expire on
October 7, 2054. Our China subsidiary owns the facility located on such real property. Our China subsidiary also obtained from the Chinese
government the land use rights to a second real property located within a close proximity to our current facility. The land use rights for the second real
property expire on December 28, 2067.
(3)
In our Taiwan location, we manufacture optical components, such as our butterfly lasers, which incorporate laser chips, subassemblies and components
manufactured within our Sugar Land facility. In addition, in our Taiwan location, we manufacture transceivers for the internet data center market,
telecom, FTTH and other markets. The lease covering the Taiwan facility commenced on June 1, 2014 and expires on May 31, 2029.
Item 3.
Legal Proceedings
The information set forth under Note T "Contingencies" included in Part II, Item 8 of this Form 10-K, is incorporated herein by reference. For an
additional discussion of certain risks associated with legal proceedings, see "Risk Factors" above.
Item 4.
Mine Safety Disclosure
Not Applicable.
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PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
On September 26, 2013, our common stock began to trade on the NASDAQ Global Market under the symbol “AAOI”. Prior to that time, there
was no public market for our common stock. As of February 20, 2021 there were 36 holders of record of our common stock (not including beneficial
holders of our common stock holding in street name).
For equity compensation plan information refer to Item 12 of this Form 10-K.
Dividend Policy
We have never declared or paid any cash dividends on our capital stock, and we do not anticipate paying any cash dividends on our common stock
for the foreseeable future. We currently intend to retain all available funds and future earnings for use in the operation and expansion of our business. Any
future determination to pay cash dividends will be at the discretion of our board of directors and will depend upon our financial condition, results of
operations, terms of financing arrangements, applicable Delaware law, capital requirements and such other factors as our board of directors deems relevant.
In addition, the terms of our loan agreements governing our long-term debt obligations restricts us from paying dividends.
Unregistered Sales of Equity Securities
Not applicable.
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Item 6.
Reserved
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated
financial statements and the accompanying notes appearing elsewhere in this Form 10-K. This discussion and other parts of this Form 10-K contain
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. Factors that could cause or contribute to such differences include, but are
not limited to, those discussed in “Risk Factors.” This section generally discusses the results of our operations for the year ended December 31, 2021
compared to the year ended December 31, 2020. For a discussion of the year ended December 31, 2020 compared to the year ended December 31, 2019,
please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Result of Operations" in our Annual Report on Form
10-K for the year ended December 31, 2020, as amended.
Overview
We are a leading, vertically integrated provider of fiber-optic networking products. We target four networking end-markets: internet data centers,
CATV, telecom and FTTH. We design and manufacture a range of optical communications products at varying levels of integration, from components,
subassemblies and modules to complete turn-key equipment. In designing products for our customers, we begin with the fundamental building blocks of
lasers and laser components. From these foundational products, we design and manufacture a wide range of products to meet our customers’ needs and
specifications, and such products differ from each other by their end market, intended use and level of integration. We are primarily focused on the higher-
performance segments within the internet data center, CATV, telecom and FTTH markets which increasingly demand faster connectivity and innovation.
Our vertically integrated manufacturing model provides us several advantages, including rapid product development, fast response times to customer
requests and control over product quality and manufacturing costs.
The four end markets we target are all driven by significant bandwidth demand fueled by the growth of network-connected devices, video traffic,
cloud computing and online social networking. Within the internet data center market, we benefit from the increasing use of higher-capacity optical
networking technology as a replacement for copper cables, particularly as speeds reach 10 Gbps and above, as well as the movement to open internet data
center architectures and the increasing use of in-house equipment design among leading internet companies. Within the CATV market, we benefit from a
number of ongoing trends including the move to higher bandwidth networks among CATV service providers and the outsourcing of system design among
CATV networking equipment companies. In the FTTH market, we benefit from continuing PON deployments and system upgrades among telecom service
providers. In the telecom market, we benefit from deployment of new high-speed fiber-optic networks by telecom network operators, including 5G
networks.
In 2021, 2020 and 2019, our revenue was $211.57 million, $234.6 million, and $190.9 million and our gross margin was 17.8%, 21.5%, and
24.2%. We have grown our annual revenue at a compound annual growth rate, or CAGR, of 16.0% between 2011 and 2021. In the years ended December
31, 2021, 2020 and 2019, we had net loss of $53.7 million, $58.5 million, and $66.0 million, respectively. At December 31, 2021 and 2020, our
accumulated deficit was $142.2 million and $88.5 million, respectively. In 2021, we earned 46.1% of our total revenue from the internet data center market,
and 44.6% of our total revenue from the CATV market.
We sell our products to leading OEMs in the CATV, telecom, and FTTH markets as well as internet data center operators. In 2021, revenue from
the internet data center market, CATV market, telecom market and FTTH markets provided 46.1%, 44.6%, 7.7%, and 0.5% of our revenue, respectively,
compared to73.9%, 16.2%, 9.0%, and 0.0% of our 2020 revenue, respectively. In 2021, our key customers in the data center market included, Microsoft, a
US based large datacenter operator and a US based NEM company. In 2021, 2020, and 2019, Microsoft accounted for 25.6%, 38.3%, and 32.2% of our
revenue, the US based large datacenter operator accounted for 8.3%. 8.0%, and 0.4% of our revenue, and the US based NEM company accounted for 7.2%,
7.9% and 1.6% of our revenue, respectively. In 2021, our key customers in the CATV market included ATX, Cisco, and CommScope. In 2021, 2020 and
2019, ATX accounted for 25.6%, 3.7% and 0% of our revenue, Cisco accounted for 11.9%, 7.5%, and 10.0% of our revenue, and CommScope accounted
for 3.3%, 2.1%, and 3.7% of our revenue, respectively.
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In 2021, our revenue decrease of 9.8% over the prior-year was driven primarily by decreased demand for the datacenter products; this slowdown
was related to inventory normalization following the surge in demand that was driven by the shift to working from home in 2020. We believe datacenter
demand will improve in 2022. The decreased demand for datacenter products was offset by increased demand for CATV products from several existing
customers. The increase in demand from CATV multiple-system operators ("MSOs") resulted in strong demand for our CATV products, especially those
products that are related to architecture improvements to enable delivery of additional bandwidth to consumers. This increase in bandwidth demand is
particularly acute in the upstream direction, and sales of products associated with increased return-path bandwidth were notably strong in the fourth quarter.
Based on forecasts and current order bookings, we believe that this CATV demand will likely continue through 2022.
We expect continued sales of our 40 Gbps and 100 Gbps products in 2022, and we expect that sales of 100 Gbps products will likely exceed sales
of 40 Gbps products. However, quarter-to-quarter results may show considerable variability as is usual in a period of technology transition. Similar to
revenue, our gross margins can fluctuate materially depending on a variety of factors including average selling price changes, product mix, global supply
chain situation, raw material cost reduction or increase, manufacturing utilization rate and changes in manufacturing efficiency. Furthermore, we are
continuing to monitor and assess the effects of the coronavirus outbreak on our commercial and manufacturing operations, including any impact on our
revenue in 2022.
Our sales model focuses on direct engagement and close coordination with our customers to determine product design, qualifications, performance
and price. Our strategy is to use our direct sales force to sell to key accounts and to expand our use of distributors for increased coverage in certain
international markets and certain domestic market segments. We have direct sales personnel that cover the U.S., Taiwan and China focusing primarily on
major OEM customers and internet data center operators. Throughout our sales cycle, we work closely with our customers to qualify our products into their
product lines. As a result, we strive to build strategic and long-lasting customer relationships and deliver products that are customized to our customers’
requirements.
Our business depends on winning competitive bid selection processes to develop components, systems and equipment for use in our customers’
products. These selection processes are typically lengthy, and as a result our sales cycles will vary based on the level of customization required, market
served, whether the design win is with an existing or new customer and whether our solution being designed in our customers’ product is our first
generation or subsequent generation product. We do not have any long-term purchase commitments (in excess of one year) with any of our customers, most
of whom purchase our products on a purchase order basis, however, once one of our solutions is incorporated into a customer’s design, we believe that our
solution is likely to continue to be purchased for that design throughout that product’s life cycle because of the time and expense associated with
redesigning the product or substituting an alternative solution.
In 2021, 2020 and 2019, we had 20, 30, and 31 design wins, respectively. We define a design win as the successful completion of the evaluation
stage, where our customer has tested our product, verified that our product meets substantially all of their requirements and has informed us that they intend
to purchase the product from us. Although we believe that our ability to obtain design wins is a key strength and can provide meaningful and recurring
revenue, an increase or decrease in the mere number of design wins does not necessarily correlate to a likely increase or decrease in revenue, particularly in
the short term. As such, the number of design wins we achieve on a quarterly or annual basis and any increase or decrease in design wins will not
necessarily result in a corresponding increase or decrease in revenue in the same or immediately succeeding quarter or year. For example, if our total
number of design wins in an annual or quarterly period increases or decreases compared to the total number of design wins in a prior period, this does not
necessarily mean that our revenue in such period will be higher or lower than our revenue in the prior period. In fact, our experience is that some design
wins result in significant revenue and some do not, and the timing of such revenue is difficult to predict as it depends on the success of the end customer’s
product that uses our components. Thus, some design wins result in orders and significant revenue shortly after the design win is awarded and other design
wins do not result in significant orders and revenue for several months or longer after the initial design win (if at all). We do believe that over a period of
years the collective impact of design wins correlates to our overall revenue growth.
COVID-19 Pandemic
We are subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on our
business is highly uncertain and difficult to predict as COVID-19 continues to spread around the world. In March 2020, we instituted travel restrictions and
implemented sanitation and disinfection procedures to safeguard the health and safety of our employees which continue today. Recently, we began allowing
certain employee travel, but continue strict sanitation procedures in our facilities. With increased vaccinations and the potential reduction of infections, we
implemented procedures for a safe return to the office environment for all of our employees. However, even with these precautions, it is not possible to
eliminate the risk of a widespread outbreak among our employees and if such an outbreak were to occur, it would likely have a negative impact on our
business, results of operations and our financial condition.
The spread of COVID-19 may still impact our supply chain operations through restrictions, reduced capacity and shutdown of business activities
by suppliers whom we rely on for sourcing components and materials and third-party partners whom we rely on for manufacturing, warehousing and
logistics services. The extent to which the COVID-19 pandemic may materially impact our financial condition, liquidity or results of operations is
uncertain.
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Factors Affecting Our Performance
Increasing Consumer Demand for Bandwidth. Bandwidth demand in all of our target markets is driving service provider investment in new
equipment and in turn generating demand for our products. Increasingly, optical networking technologies are being incorporated into networking
equipment, replacing legacy copper-based networking technologies. This shift to optical networking solutions benefits us as a provider of those solutions.
Pricing, Product Cost and Margins. Our products are sold in a highly competitive marketplace, and in many cases our products are only
minimally differentiated from those of our competitors. In addition, our sales are heavily concentrated with a small number of end customers. As a result,
there is strong pricing pressure across many of our product lines. We have addressed this strong pressure in several ways:
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Lowering our material costs. In some cases, we are able to negotiate more favorable pricing from our raw material suppliers. Also,
where feasible, we are often able to develop internal production for certain materials that were previously purchased from other
companies. This generally has resulted in lower material costs for us.
Enhancing the efficiency of our production process. We have been able to automate many of our production processes, which often
results in lower labor costs and reduced scrap or rework rates, both of which lower our production cost. In some cases, we have been
able to redesign our products to make them less complex to manufacture, and when possible during these redesigns we also incorporate
lower cost raw materials.
Introducing new products. In many cases, newly released products have more features and often higher prices compared with older
products. By regularly introducing new products, we attempt to minimize the average price reduction we experience. However, we often
initially experience lower gross margins on new products, as our pricing is based upon anticipated volume-driven cost reductions over the
life of the design win. Thus, if we are unable to realize our expected cost reductions, we may experience declining gross margins on such
products.
Our product pricing is established when the product is initially introduced to the market, and thereafter through periodic negotiations with
customers. We generally do not agree to periodic automatic price reductions. Furthermore, due to the dynamics in the CATV market and the value of our
outsourced design services to our customers, we believe we face less downward price pressure than many of our competitors in this market. We sell a wide
variety of products among our four target markets and our gross margin is heavily dependent in any quarter on the product mix achieved during that period
as well as any price changes that we have agreed upon with our customers.
Customer Concentration within End Markets. Historically, our revenue has been significantly concentrated within the data center market, and for
2021 our revenue now tends to be split between data center market and CATV market. Moreover, within these markets, revenue tends to be concentrated
among a small number of customers. In the last couple years, we have taken several actions to increase the diversity of our customer base. These actions
include hiring additional sales staff to improve our ability to serve new customers and introduction of new products that we believe will appeal to new
customers. Furthermore, we have developed additional original design manufacturer, or ODM, relationships with customers in each of our target markets
which should enable us to diversify our revenue base. We had three and two customers that accounted for more than 10% of our revenue in 2021 and 2020,
respectively.
Product Development. We invest heavily to develop new and innovative products. The majority of our research and development expense is
allocated to product development, usually with a specific customer and customer platform in mind. We believe our close coordination with our customers
regarding their future product requirements enhances the efficiency of our research and development expenditures.
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Discussion of Financial Performance
Revenue
We generate revenue through the sale of our products to equipment providers for the internet data center, CATV, telecom, FTTH and other
markets. We derive a significant portion of our revenue from our top ten customers, and we anticipate that we will continue to do so for the foreseeable
future. The following chart provides the revenue contribution from each of the markets we serve for the years 2021, 2020 and 2019, as well as the
corresponding percentage of our total revenue for each period (in thousands, except percentages):
Market
Data Center
CATV
Telecom
FTTH
Other
Total
Data Center
CATV
Telecom
FTTH
Other
Total Revenue
$
$
2021
Years ended December 31,
2020
2019
97,461 $
94,266
16,247
957
2,634
211,565 $
173,437 $
37,944
21,092
110
2,040
234,623 $
Percentage of Revenue
46.1%
44.6%
7.7%
0.5%
1.2%
100%
73.9%
16.2%
9.0%
0.0%
0.9%
100%
143,562
37,328
8,429
190
1,363
190,872
75.2%
19.6%
4.4%
0.1%
0.7%
100%
In 2021, 2020 and 2019, our top ten customers represented 84.7%, 84.3%, and 88.1% of our revenue, respectively.
Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally this occurs with the transfer of
control of products or services. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or providing
services. A majority of our annual sales are denominated in U.S. dollars, but some sales from our Taiwan location and China-based subsidiary are
denominated in NT dollars and RMB, respectively. For the year ended December 31, 2021, 46.2% of our total revenue was manufactured at our China-
based subsidiary, with $16.6 million denominated in RMB and 46.9% of our total revenue was from products manufactured at our Taiwan-based facility
with no revenue denominated in NT dollars. We expect a similar portion of our sales to be denominated in foreign currencies in 2022.
Cost of goods sold and gross margin
Our cost of goods sold is impacted by variances arising from changes in yields and production volume, as well as increases or decreases in the cost
of raw materials used in production. We typically experience lower yields and higher associated costs on new products. For our mature products, we can
experience lower yields and higher production costs if customer requirements change or if we experience manufacturing difficulties or quality issues during
our production process. Notwithstanding the foregoing, however, in general for our mature products our cost of goods sold for a particular product declines
over time as a result of increasing efficiencies in the manufacturing processes, or supply cost declines, as well as yield improvements and testing
enhancements.
We manufacture products in three of our four facilities located in the U.S., Taiwan and China. Generally, laser chips and optical components are
manufactured in our Sugar Land facility, optical components and subassemblies are manufactured in our Taiwan facility, and optical components,
subassemblies and optical equipment are manufactured in our China facility. Because of our vertical integration model, we generally utilize our own optical
component products in our semi-finished and finished goods that we sell between and among our respective manufacturing operations. We base those
internal sales upon established transfer pricing methodologies. However, we eliminate all of those internal sales, and cost of goods sold transactions, to
arrive at total revenue and cost of goods sold on a consolidated basis.
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We have a global set of suppliers to help balance considerations related to product availability, quality and cost. Components of our cost of goods
sold are denominated in U.S. or NT dollars or RMB, depending upon the manufacturing location.
Gross profit as a percentage of total revenue, or gross margin, has been and is expected to continue to be affected by a variety of factors, including
the introduction of new products, production volumes, the mix of products sold, the geographic region in which products are sold, changes in the cost and
volumes of materials purchased from our suppliers, changes in labor costs, changes in overhead costs, reserves for excess and obsolete inventories and
changes in the average selling prices of our products. Although our overall gross margins over the past three years have been between 17.8% and 24.2%,
our gross margins vary more broadly on a product-by-product basis. Our newer and more advanced products typically have higher average selling prices
and higher gross margins; however, until the product volumes scale, the gross margin from newer and advanced products may initially be lower. Within our
markets, we may sell similar products to different geographic regions at different prices, and therefore realize different gross margins among those similar
products. Our strategy is to improve our gross margins through vertical integration such as utilization of our own laser chips and optical sub-components in
our solutions. We expect that our gross margins are likely to continue to fluctuate from quarter to quarter because of the variety of products we sell and the
relative product mix within a quarter.
Operating expenses
Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Personnel costs are
the most significant component of operating expenses and include salaries, benefits, bonuses and share-based compensation. With regard to sales and
marketing expense, personnel costs also include sales commissions.
Research and development.
Research and development, or R&D, expense consists primarily of personnel costs, including share-based compensation for R&D personnel, and
R&D work orders (that include material, direct labor and allocated overhead), as well as allocated development costs, such as engineering services,
software and hardware tools, depreciation of capital equipment and facility costs. We record all research and development expense as incurred. Customers
rely upon us to assist them with the development of new products and modification of existing products because of our extensive optical design and
manufacturing expertise. We work closely with our customers in the critical design phase of product development and are occasionally reimbursed for
some of these development efforts. We expect research and development expense to increase on a dollar basis, but will likely decrease as a percentage of
our revenue to the extent that revenue increases over time.
Sales and marketing.
Sales and marketing expense consists primarily of personnel costs, including share-based compensation for our sales and marketing personnel, as
well as travel and trade show expense, shipping and tariff expense, sales commissions and the allocation of overall corporate services and facility costs. We
sell our products to customers who either incorporate our products into their offering or resell our products to end customers. Because we sell to a limited
number of well-established customers, we employ a limited number of sales professionals who are able to cover large markets. We compensate our sales
staff through base salary and commissions, with base salary being the largest component of overall compensation. Total sales commissions to employees
amounted to less than one percent of our revenue in 2021, 2020 and 2019. Additionally, we pay commissions to third parties on certain product lines and
identified customers, which also amounted to less than one percent of our revenue in 2021, 2020 and 2019. As such, our sales and marketing expense does
not directly increase with revenue. In the future, we expect sales and marketing expense to increase on a dollar basis as we incrementally increase our
overall sales activities, but expect our sales and marketing expense to decline as a percentage of revenue, to the extent our revenue increases over time.
General and administrative.
General and administrative expense consists primarily of personnel costs, including share-based compensation, primarily for our finance, human
resources, legal 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 of capital equipment and facility costs. We expect general and administrative expense to
increase as we continue to grow in both size and complexity as a public company. We expect rising costs including increased audit and legal fees, costs to
comply with rules and regulations applicable to companies listed on a national stock exchange, as well as investor relations expense and higher insurance
premiums. In the future, we expect general and administrative expense to increase on a dollar basis but to decline as a percentage of revenue, to the extent
that our revenue increases over time.
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Table of Contents
Other income (expense)
Interest income consists of income earned on our cash, cash equivalents and short-term investments. Interest expense consists of amounts paid for
interest on our short-term and long-term debt borrowings, and convertible senior notes.
Other income (expense), net is primarily made up of government subsidized income, extinguishment of debt and foreign currency transaction
gains and losses. The functional currency of our China subsidiary is the RMB and the foreign currency transaction gains and losses of our China subsidiary
primarily result from their transactions in U.S. dollars. The functional currency of our Taiwan location is the NT dollar and the foreign currency transaction
gains and losses of our Taiwan location primarily result from their transactions in U.S. dollars.
Income taxes
We are a U.S. registered company and are subject to income taxes in the U.S. We also operate in a number of countries throughout the world,
including Taiwan and China. Consequently, our effective tax rate is impacted by the geographic distribution of our earnings or losses and the tax laws and
regulations in each geographical region. We expect that our income taxes will vary in relation to our profitability and the geographic distribution of our
profits. In 2021 our effective tax rate was (0.0%). In 2020 and 2019, our effective tax rate was (14.1%) and (28.5%), respectively.
Our wholly owned subsidiary, Global Technology, Inc., has received preferential tax concessions in China as a national high-tech enterprise. In
March 2007, China’s parliament enacted the PRC Enterprise Income Tax Law, or the EIT Law, under which, effective January 1, 2008, China adopted a
uniform income tax rate of 25% for all enterprises including foreign invested enterprises. Global was recognized as a national high-tech enterprise in 2008
and was entitled to a 15% tax rate for a three year period. Global renewed its national high-tech enterprise certificate in 2011, 2014, 2017 and
2020, extending its three year tax preferential status through December 2023.
For the years ended December 31, 2021 and 2020, we had $0.2 million and $0.2 million, respectively, of unrecognized tax benefits related to U.S.
tax benefits recognized for which we do not meet the more likely than not threshold.
See additional information regarding income taxes in Note O, included in Part II, Item 8 of this Form 10-K.
Seasonality
We are uncertain whether the demand for our internet data center, CATV, telecom and FTTH products is seasonal, as our sales data does not
indicate a significant trend with respect to these products. We began to manufacture a meaningful quantity of internet data center and CATV products in our
Ningbo, China factory in 2017 and 2020, respectively. This factory experiences a lengthy shut-down associated with the Lunar New Year holiday which
occurs in Q1 of each year. In addition to the factory shut-down, it is also common for employees in the factory to fail to return to work following
resumption of operations. In the years 2021, 2020, and 2019, the percentage of employees in our China factory who resigned or were terminated during Q1,
relative to the average number of employees during the quarter was 101%, 217%, and 122%, respectively. We believe that the turnover in 2020 was higher
than usual due to the COVID-19 pandemic which caused travel restrictions, additional health check requirements, and a lengthy shutdown of operations in
Ningbo. As a result of employee turnover, we must hire and train replacement employees. These replacement employees require a period of training and
improvement, and this impacts the quantity of products we can produce in the quarter. The combined effect of the factory shut-down and employee
turnover in the quarter may also contribute to negative seasonality in Q1.
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Our gross margin varies quarter to quarter and varies primarily due to the product mix in a particular quarter, as well as from the level of
manufacturing efficiencies, production yields (particularly in the laser chip fabrication process) and overall supply costs.
Results of Operations
The following table set forth our results of operations for the periods presented and as a percentage of our revenue for those periods. The period-
to-period comparison of our financial results is not necessarily indicative of our financial results to be achieved in future periods.
Revenue, net
Cost of goods sold
Gross profit
Operating expenses
Research and development
Sales and marketing
General and administrative
Total operating expenses
Income (loss) from operations
Interest and other income (expense), net
Income (loss) before income taxes
Income tax benefit (expense)
Net income (loss)
Comparison of Years Ended December 31, 2021 and 2020
Revenue
2021
Years ended December 31,
2020
2019
100.0%
82.2%
17.8%
19.5%
5.2%
20.0%
44.7%
(26.8)%
1.2%
(25.6)%
(0.0)%
(25.6)%
100.0%
78.5%
21.5%
18.5%
6.0%
17.9%
42.4%
(20.8)%
(1.0)%
(21.8)%
(3.1)%
(24.9)%
100.0%
75.8%
24.2%
22.7%
5.3%
21.7%
49.7%
(25.5)%
(1.4)%
(26.9)%
(7.7)%
(34.6)%
We generate revenue through the sale of our products to equipment providers and network operators for the internet data center, CATV, telecom,
FTTH and other markets. We derive a significant portion of our revenue from our top ten customers, and we anticipate that we will continue to do so for the
foreseeable future. The following charts provide the revenue contribution from each of the markets we served for the years ended December 31, 2021 and
2020 (in thousands, except percentages):
Years ended December 31,
Change
2021
% of
Revenue
$
Data Center
CATV
Telecom
FTTH
Other
Total Revenue
$
97,461
94,266
16,247
957
2,634
211,565
46.1% $
44.6%
7.7%
0.5%
1.2%
100.0% $
2020
173,437
37,944
21,092
110
2,040
234,623
% of
Revenue
Amount
%
73.9% $
16.2%
9.0%
0.0%
0.9%
100.0% $
(75,976)
56,322
(4,845)
847
594
(23,058)
(43.8)%
148.4%
(23.0)%
770.0%
29.1%
(9.8)%
The decrease in revenue for the year was driven primarily by decreased demand for the datacenter products; this slowdown was related to
inventory normalization following the surge in demand that was driven by the shift to working from home in 2020. We believe datacenter demand will
improve in 2022. The decreased demand for datacenter products was offset by increased demand for CATV products from several existing customers.
The increase in demand from CATV multiple-system operators ("MSOs") resulted in strong demand for our CATV products, especially those products that
are related to architecture improvements to enable delivery of additional bandwidth to consumers. This increase in bandwidth demand is particularly acute
in the upstream direction, and sales of products associated with increased return-path bandwidth were notably strong in the quarter. Based on forecasts and
current order bookings, we believe that this CATV demand will likely continue through 2022.
In the years ended December 31, 2021 and 2020, our top ten customers represented 84.7% and 84.3% of our revenue, respectively. We believe that
diversifying our customer base is critical for our future success, since reliance on a small number of key customers makes our ability to forecast future
results dependent upon the accuracy of the forecasts we receive from those key customers.
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Table of Contents
Cost of goods sold and gross margin
Years ended December 31,
2021
2020
Change
Amount
% of
Revenue
Amount
% of
Revenue
Amount
%
(in thousands, except percentages)
Cost of goods sold
Gross margin
$
173,850
37,715
82.17% $
17.83%
184,082
50,541
78.46% $
21.54%
(10,232)
(5.6)%
Cost of goods sold decreased by $10.2 million, or 5.6%, from 2020 to 2021, primarily due to a 9.8% decrease in sales over the prior year. The
decrease in gross margin for the year ended December 31, 2021 compared to the same period ended December 31, 2020 was primarily the result of changes
in the mix of datacenter and CATV products. In particular, we saw an increase in sales of certain CATV products relative to sales of transceivers. In
addition, we experienced higher costs of certain raw materials and global supply chain disruptions due to COVID-19 closures of ports and factories in Asia
(see the section above on the COVID-19 pandemic for more details of these challenges).
Operating expenses
Years ended December 31,
2021
% of
revenue
Amount
2020
Change
Amount
% of
revenue
(in thousands, except percentages)
Amount
%
Research and development
Sales and marketing
General and administrative
Total operating expenses
$
$
41,220
10,899
42,362
94,481
19.5% $
5.2%
20.0%
44.7% $
43,393
14,087
41,903
99,383
18.5% $
6.0%
17.9%
42.4% $
(2,173)
(3,188)
459
(4,902)
(5.0)%
(22.6)%
1.1%
(4.9)%
Research and development expense
Research and development expense decreased $2.2 million, or 5.0% from 2020 and 2021. Research and development costs consist of R&D work
orders, R&D material usage and other project related costs related to 100 Gbps, 200/400 Gbps data center products, DOCSIS 3.1 capable CATV products,
including remote-PHY products and 1.2 GHz-capable amplifier products, and other new product development, and depreciation expense resulting from
R&D equipment investments. These decreases were primarily due to decrease in personnel-related costs, and share-based compensation expense. These
decreases were partically offset by an increase in sale and use tax on R&D purchase.
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Table of Contents
Sales and marketing expense
Sales and marketing expense decreased by $3.2 million, or 22.6%, from 2020 to 2021. These decreases were primarily due to decrease in shipping
and handling charges and tradeshow expense.
General and administrative expense
General and administrative expense increased by $0.5 million, or 1.1%, from 2020 to 2021. These increases were primarily due to an increase in
depreciation expense and expenses related to winter storm Uri. These increases were partially offset by a decrease in personnel-related costs and
professional service fees.
Other income (expense), net
Years ended December 31,
2021
% of
revenue
Amount
2020
Change
Amount
% of
revenue
Amount
%
Interest income
Interest expense
Other income (expense), net
Total other income (expense), net
$
$
70
(5,620)
8,156
2,606
(in thousands, except percentages)
255
(5,635)
2,998
(2,382)
0.1% $
(2.4)%
1.3%
(1.0)% $
0.0% $
(2.7)%
3.9%
1.2% $
(185)
15
5,158
4,988
(72.5)%
(0.3)%
172.0%
(209.4)%
Interest income decreased by $0.2 million, or 72.5% from 2020 to 2021. The changes are similar to expected rates of fluctuation with the interest
rates and cash balances.
Interest expense was comparable between 2020 and 2021 due to comparable debt balances during the year.
Other income increased by $5.2 million, or 172.0% from 2020 to 2021.This increases was primarily due to approval by the SBA of the Company's
PPP Loan forgiveness application for the entire PPP Loan balance of $6.23 million. This increase was offset with less receipt of government subsidies. In
2020, we received $1.4 million government subsidies associated with COVID-19 pandemic in Taiwan.
Benefit (provision) for income taxes
Years ended December 31,
2021
2020
Change
(in thousands, except percentages)
Benefit (provision) for income taxes
$
(2) $
(7,228)
7,226
(100.0)%
Our income tax provision consists of U.S. income tax, state taxes, and Taiwan and China income tax recorded during the periods. Our effective tax
rate is affected by recurring items, such as tax rates in state and foreign jurisdictions and the relative amounts of income we earn in those jurisdictions.
We recorded no federal tax expense for the year ended December 31, 2021 as compared to $7.2 million for the year ended December 31, 2020.
The income tax expense in the year ended December 31, 2021 was primarily related to the state tax provision. The income tax expense recorded in the year
ended December 31, 2020 was primarily related to the change of the valuation allowance, deferred tax assets, and the recording of a valuation allowance
on Taiwan and China deferred tax assets.
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Table of Contents
Comparison of Years Ended December 31, 2020 and 2019
Revenue
We generate revenue through the sale of our products to equipment providers and network operators for the internet data center, CATV, FTTH,
telecom and other markets. We derive a significant portion of our revenue from our top ten customers, and we anticipate that we will continue to do so for
the foreseeable future. The following charts provide the revenue contribution from each of the markets we served for the years ended December 31, 2020
and 2019 (in thousands, except percentages):
Data Center
CATV
Telecom
FTTH
Other
Total Revenue
Years ended December 31,
Change
2020
173,437
37,944
21,092
110
2,040
234,623
$
$
% of
Revenue
73.9% $
16.2%
9.0%
0.0%
0.9%
100.0% $
2019
143,562
37,328
8,429
190
1,363
190,872
% of
Revenue
Amount
%
75.2% $
19.6%
4.4%
0.1%
0.7%
100.0% $
29,875
616
12,663
(80)
677
43,751
20.8%
1.6%
150.2%
(42.1)%
49.7%
22.9%
The increase in revenue for the year was driven primarily by increased demand for our 100 Gbps transceivers in our data center market, and laser
chips used in the manufacture of transceivers for 5G wireless communications in our telecom market. The increase in 100 Gbps demand includes increased
demand from several existing customers, along with new customer additions. We believe that some of this increase is related to increased demand for
cloud-based services as a result of a shift to remote-working arrangements in the US and other areas, which in turn caused our customers to increase
capacity in their data centers requiring more optical transceivers, especially 100 Gbps transceivers. The increase in 5G-related sales came mainly from
customers in China, as wireless operators in that country have begun to deploy advanced 5G mobile networks. The slight increase in revenue for our CATV
products is due to increased demand from CATV MSOs as they began to add capacity to their networks. This increase in demand was at least partially
attributable to network capacity expansion, particularly in the upstream direction, which is related to changes in network traffic due to increased working
from home in the US earlier in the year. Towards the end of 2020, we saw a slow-down in orders from certain customers in our datacenter and telecom
markets. We attribute the slowdown in datacenter business to absorption of previously-purchased inventory and in our telecom business to slow-down in
the rate of deployment of new 5G mobile networks in China. We believe that both of these effects are temporary and we expect that they should be
resolved in 2021.
In the years ended December 31, 2020 and 2019, our top ten customers represented 84.3%, and 88.1% of our revenue, respectively. We believe
that diversifying our customer base is critical for our future success, since reliance on a small number of key customers makes our ability to forecast future
results dependent upon the accuracy of the forecasts we receive from those key customers.
Cost of goods sold and gross margin
Years ended December 31,
2020
Amount
% of
Revenue
2019
Change
Amount
% of
Revenue
(in thousands, except percentages)
Amount
%
Cost of goods sold
Gross margin
$
184,082
50,541
78.46% $
21.54%
144,671
46,201
75.8% $
24.2%
39,411
27.2%
Cost of goods sold increased by $39.4 million, or 27.2%, from 2019 to 2020, primarily due to a 22.9% increase in sales over the prior year. The
decrease in gross margin for the year ended December 31, 2020 compared to the same period ended December 31, 2019 was primarily the result of changes
in the mix of products within our datacenter segment. In particular, we saw an increase in sales of certain lower-cost 100 Gbps transceivers, designed for
shorter reaches within the datacenter, relative to sales of transceivers designed for longer reaches. This product mix resulted in an overall reduction in gross
margin. Also contributing to the reduced gross margin was production inefficiencies, and higher costs of certain raw materials.
Operating expenses
Years ended December 31,
2020
% of
revenue
Amount
2019
Change
Amount
% of
revenue
(in thousands, except percentages)
Amount
%
Research and development
Sales and marketing
General and administrative
Total operating expenses
$
$
43,393
14,087
41,903
99,383
43,399
10,060
41,489
94,948
22.7% $
5.3%
21.7%
49.7% $
(6)
4,027
414
4,435
(0.0)%
40.0%
1.0%
4.7%
18.5% $
6.0%
17.9%
42.4% $
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Research and development expense
Research and development expense was comparable between 2019 and 2020. Research and development costs consist of R&D work orders, R&D
material usage and other project related costs related to 100 Gbps, 200/400 Gbps data center products, DOCSIS 3.1 capable CATV products, including
remote-PHY products and 1.2 GHz-capable amplifier products, and other new product development, and depreciation expense resulting from R&D
equipment investments.
Sales and marketing expense
Sales and marketing expense increased by $4.0 million, or 40.0%, from 2019 to 2020. These increases were primarily due to increase in
commission expenses, duties and freight. These increases were partially offset by a decrease in trade show expenses and travel-related costs as a result of
the COVID-19 pandemic. As a result of the pandemic outbreak, the Company has modified many of its customary business practices by limiting employee
travel including cancelling in-person participation in various meetings, events and conferences.
General and administrative expense
General and administrative expense increased by $0.4 million, or 1.0%, from 2019 to 2020. These increases were primarily due to an increase in
personnel-related costs, share-based compensation expense and insurance expense. These increases were partially offset by a decrease in legal expenses,
some of which were paid by our insurance carrier rather than the Company, as legal expenses related to the first of our shareholder class action lawsuits
have exceeded the retention in our insurance contract.
Other income (expense), net
Years ended December 31,
2020
% of
revenue
Amount
2019
Change
Amount
% of
revenue
(in thousands, except percentages)
Amount
%
Interest income
Interest expense
Other income (expense), net
Total other income (expense), net
$
$
255
(5,635)
2,998
(2,382)
0.1% $
(2.4)%
1.3%
(1.0)% $
925
(5,405)
1,840
(2,640)
0.5% $
(2.8)%
1.0%
(1.4)% $
(670)
(230)
1,158
258
(72.4)%
4.3%
62.9%
(9.8)%
Interest income decreased by $0.6 million, or 72.4% from 2019 to 2020. The changes are similar to expected rates of fluctuation with the interest
rates and cash balances.
Interest expense increased by $0.2 million, or 4.3% from 2019 to 2020 due to higher average debt balances during the year.
Other income increased by $1.2 million, or 62.9% from 2019 to 2020.This increases was primarily due to the receipt of government subsidies
associated with COVID-19 pandemic in Taiwan.
Benefit (provision) for income taxes
Years ended December 31,
2020
2019
Change
(in thousands, except percentages)
Benefit (provision) for income taxes
$
(7,228) $
(14,662)
7,434
(50.7)%
Our income tax provision consists of U.S. income tax, state taxes, and Taiwan and China income tax recorded during the periods. Our effective tax
rate is affected by recurring items, such as tax rates in state and foreign jurisdictions and the relative amounts of income we earn in those jurisdictions.
We recorded a tax expense of $7.2 million for the year ended December 31, 2020 as compared to $14.7 million for the year ended December 31,
2019. The income tax expense in the year ended December 31, 2020 was primarily related to the change of the valuation allowance, deferred tax assets, and
the recording of a valuation allowance on Taiwan and China deferred tax assets. The income tax expense recorded in the year ended December 31, 2019
was primarily related to recognition of research and development credits, offset by the recognition of a valuation allowance on our US and state deferred
tax assets, and due to excess tax benefits attributable to share-based compensation, and as well as the tax rates in foreign jurisdictions.
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Table of Contents
Liquidity and Capital Resources
As of December 31, 2021, we had $7.4 million of unused borrowing capacity from all of our loan agreements. As of December 31, 2021, our cash,
cash equivalents, restricted cash and short-term investments totaled $41.1 million. Cash and cash equivalents are held for working capital purposes and are
invested primarily in money market or time deposit funds.
On October 24, 2019, we filed a Registration Statement on Form S-3 with the Securities and Exchange Commission, which was declared effective
on January 9, 2020, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, up to an aggregate
amount of $250 million.
On February 28, 2020, we entered into an Equity Distribution Agreement with Raymond James & Associates, Inc. (the “Sales Agent”) pursuant to
which the Company may issue and sell shares of the Company’s common stock having an aggregate offering price of up to $55 million (the “Initial ATM
Offering”), from time to time through the Sales Agent. In January 2021, the Company completed its Initial ATM Offering and sold 5.9 million shares at a
weighted average price of $9.12 per share, providing proceeds of $53.9 million, net of expenses and underwriting discounts and commissions.
On February 26, 2021, we entered into another Equity Distribution Agreement (the “Agreement”) with the Sales Agent pursuant to which the
Company may issue and sell shares of the Company’s common stock, par value $0.001 per share (the “Shares”) having an aggregate offering price of up to
$35 million (the “Second ATM Offering”), from time to time through the Sales Agent. Upon delivery of a placement notice and subject to the terms and
conditions of the Agreement, sales, if any, of the Shares will be made through the Sales Agent in transactions that are deemed to be “at the market”
offerings as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), including sales made through the facilities of the Nasdaq
Global Market, the principal trading market for the Company’s common stock, on any other existing trading market for the Company’s common stock, to
or through a market maker or as otherwise agreed by the Company and the Sales Agent. In the placement notice, the Company will designate the maximum
number of Shares to be sold through the Sales Agent, the time period during which sales are requested to be made, the minimum price for the Shares to be
sold, and any limitation on the number of Shares that may be sold in any one day. Subject to the terms and conditions of the Agreement, the Sales Agent
will use its commercially reasonable efforts to sell Shares on the Company’s behalf up to the designated amount specified in the placement notice. The
Company has no obligation to sell any Shares under the Agreement and may at any time suspend offers and sales of the Shares under the Agreement.
The Agreement provides that the Sales Agent will be entitled to compensation of up to 2% of the gross sales price of the Shares sold through the
Sales Agent from time to time. The Company has also agreed to reimburse the Sales Agent for certain specified expenses in connection with the
registration of Shares under state blue sky laws and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority Inc., not
to exceed $10,000 in the aggregate, and any associated application fees incurred. Additionally, if the Agreement is terminated under certain circumstances,
and the Company fails to sell a minimum amount of the Shares as set forth in the Agreement, then the Company has agreed to reimburse the Sales Agent
for reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel incurred by the Sales Agent, up to a maximum of
$30,000 in the aggregate. The Company agreed to indemnify the Sales Agent against certain liabilities, including liabilities under the Securities Act, or to
contribute to payments that the Sales Agent may be required to make because of any of those liabilities.
In March 2021, we commenced sales of common stock through the Second ATM Offering. The details of the shares of common stock sold
through the Second ATM Offering through December 31, 2021 are as follows (in thousands, except shares and weighted average per share price):
Distribution Agent
Raymond James & Associates, Inc.
Raymond James & Associates, Inc.
Raymond James & Associates, Inc.
Month
Weighted
Average Per
Share Price
Number of
Shares Sold Net Proceeds
Compensation
to
Distribution
Agent
March 2021
June 2021
July 2021
9.0622
9.1115
9.1061
65,748
34,686
6,740
584
310
60
12
6
1
As of December 31, 2021, the total gross sales were $1.0 million and thus remaining amount of common stock we have available to sell under the
Second ATM Offering is $34.0 million.
On March 5, 2019, the Company issued $80.5 million of 5% convertible senior notes due 2024, bearing interest at a rate of 5% per year maturing
on March 15, 2024 (the "Notes"), unless earlier repurchased, redeemed or converted in accordance with their terms. The sale of the Notes generated net
proceeds of $76.4 million, after expenses. Also refer to Note L “Convertible Senior Notes” to the consolidated financial statements for further discussion of
the Notes.
The table below sets forth selected cash flow data for the periods presented (in thousands):
Net cash provided by (used in) operating activities
Net cash used in investing activities
Net cash provided by financing activities
Effect of exchange rates on cash and cash equivalents
Net increase (decrease) in cash
2021
Years ended December 31,
2020
2019
$
$
(11,644) $
(10,546)
14,088
(876)
(8,978) $
(44,009) $
(19,347)
47,441
(999)
(16,914) $
(1,754)
(32,116)
42,596
298
9,025
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Operating activities
In 2021, net cash used in operating activities was $11.6 million. Net cash used in operating activities consisted of our net loss of $54.2 million,
after the exclusion of non-cash items of $36.6 million, an increase in accounts and notes receivable from our customers of $14.6 million and a decrease in
accrued liabilities of $3.1 million. These cash decreases were offset by a decrease in inventory of $15.8 million and increase in accounts payable to our
vendors of $7.1 million.
In 2020, net cash used in operating activities was $44.0 million. Net cash used in operating activities consisted of our net loss of $58.5 million,
after the exclusion of non-cash items of $48.9 million, an increase in accounts receivable from our customers of $8.4 million and an increase in inventory
of $23.7 million and decrease in accounts payable to our vendor of $3.3 million.
In 2019, net cash used in operating activities was $1.8 million. Net cash used in operating activities consisted of our net loss of $66.0 million, after
the exclusion of non-cash items of $57.8 million, an increase in accounts receivable from our customers of $4.3 million and a decrease in accrued liabilities
of $0.3 million. These cash decreases were offset by a decrease in inventory of $1.6 million, an increase in accounts payable to our vendors of $3.2 million,
a decrease in prepaid tax of $1.0 million and a decrease in other current assets of $5.5 million.
Investing activities
Our investing activities consisted primarily of capital expenditures and purchases of intangible assets.
In 2021, net cash used in investing activities was $10.5 million. The net cash used consisted of spending on purchase and prepaid of additional
property, plant and equipment of $10.2 million.
In 2020, net cash used in investing activities was $19.3 million. The net cash used consisted of spending on China factory construction, purchase
and prepaid of additional property, plant and equipment of $19.1 million.
In 2019, net cash used in investing activities was $32.1 million. The net cash used consisted of spending on China factory construction, purchase
and prepaid of additional property, plant and equipment of $31.5 million.
Financing activities
Our financing activities have historically consisted primarily of proceeds from the issuance of common stock and arrangements with various
commercial lenders.
In 2021, our financing activities provided $14.1 million in cash. This increase in cash was due to $15.4 million of net proceeds from our At-The-
Market (ATM) Offering. These activities were offset by $0.3 million net repayments to acceptances payable and bank debt, and $1.0 million related to tax
withholding associated with employee share-based compensation.
In 2020, our financing activities provided $47.4 million in cash. This increase in cash was due to $39.2 million of net proceeds from our At-The-
Market (ATM) Offering, $6.2 million proceeds from PPP term loan, and $3.4 million net proceeds from acceptances payable and bank debt.
In 2019, our financing activities provided $42.6 million in cash. We received $76.4 million proceeds from the issuance of convertible senior notes
offset by net bank loan and bank acceptance notes repayments of $32.9 million. These activities were offset by $0.9 million related to tax withholding
associated with employee share-based compensation.
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Loans and commitments
We have lending arrangements with several financial institutions. In the U.S., we have a revolving line of credit with Truist Bank. The line of
credit contains financial covenants that may limit the amount and types of debt that we may incur. As of December 31, 2021, we were in compliance with
these covenants.
In Taiwan, we have an equipment finance agreement with Chailease Finance Co., Ltd. for Prime World’s Taiwan Branch. In China, we have a
revolving line of credit with China Merchants Bank Co., Ltd. and Shanghai Pudong Development Bank Co., Ltd and a credit facility with China Zheshang
Bank Co., Ltd. for our China subsidiary, Global.
As of December 31, 2021 , we had $7.4 million of unused borrowing capacity.
On March 5, 2019, the Company issued $80.5 million of 5% convertible senior notes due 2024. The Notes will mature on March 15, 2024, unless
earlier repurchased, redeemed or converted in accordance with their terms.
See Note K “Notes Payable and Long-term Debt” and Note L “Convertible Senior Notes” of our Consolidated Financial Statements for a
description of our notes payable and long-term debt and convertible senior notes.
China factory construction
On February 8, 2018, we entered into a construction contract with Zhejiang Xinyu Construction Group Co., Ltd. for the construction of a new
factory and other facilities at our Ningbo, China location. Construction costs for these facilities under this contract are estimated to total approximately
$27.5 million. As of December 31, 2021, construction of the building is complete, and approximately $27.4 million of this total cost has been paid and the
remaining portion will be paid in yearly installments for three years after final inspection. We anticipate additional expenses for building improvements to
the factory and we are in the process of evaluating the timing of these expenditures and obtaining bids for any such work. Based on forecasts, we believe
the factory will be placed in service in the first half of 2022, property will be transferred from construction in progress to building and improvement at that
time.
Future liquidity needs
We believe that our existing cash and cash equivalents, cash flows from our operating activities, and available credit will be sufficient to meet our
anticipated cash needs for the next 12 months. Our future capital requirements will depend on many factors including our growth rate, the timing and extent
of spending to support our research and development efforts, the expansion of our sales and marketing activities, the introduction of new and enhanced
products, changes in our manufacturing capacity and the continuing market acceptance of our products. In the event we need additional liquidity, we will
explore additional sources of liquidity. These additional sources of liquidity could include one, or a combination, of the following: (i) issuing equity or debt
securities, (ii) incurring indebtedness secured by our assets and (iii) selling product lines, other assets and/or portions of our business. There can be no
guarantee that we will be able to raise additional funds on terms acceptable to us, or at all.
Contractual Obligations and Commitments
We have outstanding notes payable with varying maturities. As of December 31, 2021, our notes payable had an aggregate amount of $54.7
million, with $49.7 million payable witin 12 months. Further information regarding our note payable is provided in Note K Notes Payable and Long-Term
Debt in the Notes to Consolidated Financial Statements in this Form 10-K. We also have a fixed-rate convertible senior note. As of December 31, 2021, our
convertible senior note had an aggregate principle amount of $80.5 million and future interest payments associated with our senior notes totaled $10.1
million. Further information regarding our convertible senior notes is provided in Note L – Convertible Senior Notes in the Notes to Consolidated Financial
Statements in this Form 10-K. In addition, we have operating and financial lease for certain property and equipment with an expected term at the
commencement date of more than 12 months. As of December 31, 2021, the future minimum payments required under these leases totaled $9.3 million,
with $1.3 million payable within 12 months. Further information regarding our leases is provided in Note D – Leases to Consolidated Financial Statements
in this Form 10-K.
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Inflation
The annual inflation rate in the US and Taiwan accelerated more than 7% in 2021. Cost inflation including increases in shipping costs, labor rates,
and in costs of some raw materials; we currently believe these increases are related to the COVID-19 pandemic (please refer to our discussion on COVID-
19 in the MD&A section of this Form 10-K), however we cannot be sure when or if prices will return to pre-pandemic levels. There is no guarantee that we
can increase selling prices or reduce costs to fully mitigate the effect of inflation on our costs, which may adversely impact our sales margins and
profitability. Compared to other major economies in the world, China has a stable level of inflation, which has not had a significant impact on our sales or
operating results.
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 U.S. GAAP. These principles require us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenue, expenses and cash flows, and related disclosure of contingent assets and liabilities. Our estimates include those related to revenue
recognition, share-based compensation expense, impairment analysis of goodwill and long-lived assets, valuation of inventory, 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 B to our consolidated financial statements appearing elsewhere
in this Form 10-K, 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.
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Long-lived assets
We evaluate the carrying value of long-lived assets for potential impairment when we determine a triggering event has occurred, or whenever
events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. When indicators exist, recoverability of assets
is measured by a comparison of the carrying value of the asset group to the estimated undiscounted future net cash flows expected to be generated by the
asset. Examples of such triggering events include a significant disposal of a portion of such assets, an adverse change in the market involving the business
employing the related asset, a significant decrease in the benefits realized from an acquired business, difficulties or delays in integrating the business, and a
significant change in the operations of an acquired business. If such assets are determined not to be recoverable we perform an analysis of the fair value of
the asset group and will recognize an impairment loss when the fair value is less than the carrying amount of such assets. The fair value, based on
reasonable and supportable assumptions and projections, require subjective judgments. Depending on the assumptions and estimates used, the fair value
projected in the evaluation of long-lived assets can vary within a range of outcomes. We consider the likelihood of possible outcomes in determining the
best estimate for the fair value of the assets. We did not record any asset impairment charges in 2021, 2020, and 2019.
Valuation of inventories
Inventories are stated at the lower of cost (average-cost method) or market. Work in process and finished goods includes materials, labor and
allocated overhead. We assess the valuation of our inventory on a periodic basis and provide an allowance for the value of estimated excess and obsolete
inventory based on estimates of future demand. During the years ended December 31, 2021, 2020 and 2019, we recorded excess and obsolete inventory
reserve charges of $3.9 million, $3.9 million, and $6.8 million, respectively. For the years December 2021, 2020 and 2019, the direct inventory write-offs
related to scrap, discontinued products and damaged inventories were $16.8 million, $20.4 million, and $13.4 million, respectively.
We have an accounting policy to write down the value of obsolete inventory. We considered the following factors in our determination of the
appropriate reserve level: how often we buy material in bulk; the overall market value of raw material, semi-finished goods and finished goods across our
varied product lines and within markets; changes in expected demand for our products; the change in valuations historically; the determined safety stock for
key customers; and the likelihood of postponement in delivery schedules for materials already placed in finished goods inventory.
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Accounting for income taxes
We account for income taxes in accordance with the provisions of ASC 740, Income Taxes. The liability method is used to account for deferred
income taxes. Under the liability method, deferred tax assets and liabilities are measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. The ability to realize deferred tax assets is evaluated annually and a valuation allowance is provided if it is unlikely that
the deferred tax assets will not give rise to future benefits in our tax returns.
We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more
likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-
likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate
settlement with the related tax authority.
On the basis of this evaluation, as of December 31, 2021, a valuation allowance of $57.7 million has been recorded related to deferred tax assets to
recognize only the portion of the deferred tax assets that are more likely than not to be realized. The amount of the deferred tax assets considered realizable,
however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence
in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.
We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated
statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet.
See additional information regarding income taxes in Note O of our Consolidated Financial Statements.
Recent Accounting Pronouncements
See Note B of our Consolidated Financial Statements for a description of recent accounting pronouncements.
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Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
Market Risks
Market risk represents the risk of loss that may impact our financial statements through adverse changes in financial market prices and rates and
inflation. Our market risk exposure results primarily from fluctuations in foreign exchange and interest rates. We manage our exposure to these market risks
through our regular operating and financing activities. We have not historically attempted to reduce our market risks through hedging instruments; we may,
however, do so in the future.
Interest Rate Fluctuation Risk
Our cash equivalents consisted primarily of money market funds, and interest and non-interest bearing bank deposits. Our primary objective is to
maintain the security of our principal balances and ensure liquidity. We attempt to maximize the return on these balances without significantly increasing
risk, but have little opportunity to do so given the short-term nature of our investments and current interest rate environments. We do not anticipate any
material effect on our cash balances or investment portfolio due to fluctuations in interest rates.
We are exposed to market risk due to the possibility of changing interest rates associated with certain debt instruments. As of December 31, 2021,
our debt bears a variable rate of interest that is based on SOFR or other interbank offered rates. The debt subject to variable rates is subject to fluctuation in
the SOFR or other interbank offered rates. As of December 31, 2021, we had not hedged our interest rate risk.
With respect to our interest expense for the three months ended December 31, 2021, an increase of 1.0% in each of our interest rates would have
resulted in an increase of $0.5 million in our interest expense for such period.
Foreign Exchange Rates
We operate on an international basis with a large portion of our business conducted in our Taiwan branch and China subsidiary. We use the U.S.
dollar as our reporting currency for our consolidated financial statements. The financial records of our China subsidiary and our Taiwan branch are
maintained in their respective local currencies, the RMB and the NT dollar, which are the functional currencies for our China subsidiary and our Taiwan
branch, respectively. Assets and liabilities are translated at prevailing exchange rates at the balance sheet date, equity accounts are translated at historical
exchange rates and revenues, expenses, gains and losses are translated using the average rate for the then current period using a monthly average.
Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of accumulated other comprehensive
income in our statement of stockholders’ equity and comprehensive income.
All transactions in currencies other than their functional currencies during the year are subject to foreign exchange risk when the exchange rate
fluctuates on the respective relevant dates of such transactions. Transaction gains and losses are recognized in our statements of operations in other income
(expense). Monetary assets and liabilities existing at the balance sheet date denominated in currencies other than the functional currencies are re-measured
at the exchange rates prevailing on the balance sheet date and unrealized exchange differences are recorded in our consolidated income statement. In
October 2015, we determined that certain intercompany loans are long-term investments. Therefore, exchange gain (loss) arising from re-measurement of
intercompany loans were recorded in the Cumulative Translation Adjustment accounts.
During the year ended December 31, 2021, we recognized less than $0.5 million of exchange gains arising from foreign currency transactions and
re-measurement of monetary assets and liabilities dominated in non-functional currency on the balance sheet date.
During the year ended December 31, 2021, 7.9% of our revenue was denominated in RMB and none of our revenue was denominated in NT
dollars. In the year ended December 31, 2021, 26.3% of our operating expenses were denominated in RMB and 21.9% of our operating expenses were
denominated in NT dollars. Accordingly, fluctuations in exchange rates directly affect our cost of goods sold and net income (loss), and have a significant
impact on our operating margins. If exchange rates of RMB and NT dollars for U.S. dollars were 1% higher during the year ended December 31, 2021, our
operating expenses would have had been higher by $0.5 million.
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As of December 31, 2021, we held the U.S. dollar denominated liabilities net of assets of approximately $5.7 million in our China subsidiary and
$13.4 million in our Taiwan branch. With respect to these U.S. dollar denominated net assets as of December 31, 2021, if exchange rates of RMB and NT
dollars for U.S. dollars were 1% higher during the year ended December 31, 2021, our other operating expenses would have been reduced by $0.2 million.
Any significant revaluation of the RMB and NT dollars may materially and adversely affect the cash flows, revenues, and net income (loss) as reported in
U.S. dollars.
We currently do not use derivative financial instruments to mitigate this exposure. We continue to review this issue and may consider hedging
certain foreign exchange risks through the use of currency forwards or options in future years.
Item 8.
Financial Statements and Supplementary Data
The information required by this item is incorporated by reference to the consolidated financial statements and accompanying notes beginning on
page F-1 of this Form 10-K.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures
a. Evaluation of Disclosure Controls and Procedures.
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other
procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports
that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and
principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to
provide reasonable assurance of achieving their control objectives.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures as of December 31, 2021. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as
of the end of the period covered in this Form 10-K, our disclosure controls and procedures were effective.
b. Management’s Annual Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, the issuer’s principal
executive and principal financial officers, or persons performing similar functions, and effected by our board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management
and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that our degree of compliance with the policies or procedures may deteriorate.
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Table of Contents
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of the end of the period covered
by this Form 10-K based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the
Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December
31, 2021.
Grant Thornton LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Form
10-K, has issued a report, included below, on the effectiveness of our internal control over financial reporting as of December 31, 2021.
c. Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) identified in
connection with management’s evaluation required by the Rules 13a-15(d) and 15d-15(d) under the Exchange Act that occurred during our last fiscal
quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Applied Optoelectronics, Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Applied Optoelectronics, Inc. (a Delaware corporation) and subsidiaries (the “Company”)
as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2021, and our
report dated February 24, 2022 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Houston, Texas
February 24, 2022
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Item 9B.
Other Information
None.
Item 9C.
Disclosure Regarding Foreign Jurisdiction that Prevent Inspections
None.
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Item 10.
Directors, Executive Officers and Corporate Governance
PART III
The information required regarding our directors is incorporated herein by reference from the information contained in our definitive Proxy
Statement for the 2021 Annual Meeting of Stockholders (our “Proxy Statement”), a copy of which will be filed with the Securities and Exchange
Commission within 120 days after the end of our fiscal year ended December 31, 2021.
The information required regarding our executive officers is incorporated herein by reference from the information contained in our Proxy
Statement.
The information required regarding Section 16(a) beneficial ownership reporting compliance is incorporated by reference from the information
contained in our Proxy Statement.
The information required with respect to procedures by which security holders may recommend nominees to our board of directors, the
composition of our Audit Committee, and whether the Company has an “audit committee financial expert”, is incorporated by reference from the
information contained in our Proxy Statement.
Adoption of Code of Ethics
The Company has adopted a Code of Business Conduct and Ethics (the “Code”) applicable to all of our board of director members, employees and
executive officers, including our Chief Executive Officer (Principal Executive Officer), and Chief Financial Officer (Principal Financial Officer and
Principal Accounting Officer). The Company has made the Code available on our website at http://www.ao-inc.com.
The Company intends to satisfy the public disclosure requirements regarding (1) any amendments to the Code, or (2) any waivers under the Code
given to our Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer by posting such information on our website at
www.ao-inc.com. There were amendments to the Code or waivers granted thereunder relating to the Principal Executive Officer, Principal Financial Officer
or Principal Accounting Officer during 2021.
Item 11.
Executive Compensation
The information required regarding the compensation of our directors and executive officers is incorporated herein by reference from the
information in our Proxy Statement.
The information required regarding pay ratio disclosure is incorporated herein by reference from the information contained in our Proxy
Statement.
The information required regarding our Compensation Committee and the Compensation Committee Report are incorporated by reference from
the information contained in our Proxy Statement.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required regarding security ownership of our 5% or greater stockholders and of our directors and management is incorporated
herein by reference from the information contained in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in our
Proxy Statement.
The information required regarding securities authorized for issuance under our equity compensation plans is incorporated herein by reference
from the information contained in the section entitled “Equity Compensation Plan Information” in our Proxy Statement.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The information required regarding related transactions is incorporated herein by reference from the information contained in our Proxy
Statement.
The information required regarding the independence of our directors is incorporated herein by reference from the information contained in our
Proxy Statement.
Item 14.
Principal Accounting Fees and Services
The information required by Part III, Item 14, regarding principal accounting fees and services is incorporated by reference from the information
contained in our Proxy Statement, a copy of which will be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal
year ended December 31, 2021.
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Item 15.
Exhibits, Financial Statements Schedules
PART IV
(a)(1) The consolidated financial statements are listed on the Index to Consolidated Financial Statements to this Form 10-K beginning on page F-
1.
(a)(2) Financial Statement Schedules. Financial statement schedules have been omitted, as the information required to be set forth therein is
included in the Consolidated Financial Statements or Notes thereto appearing in this Form 10-K.
(a)(3) Exhibits. See the Exhibit immediately following Item 16. Form 10-K Summary of this Form 10-K.
Item 16.
Form 10-K Summary
None.
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EXHIBIT INDEX
Number
Exhibit Description
3.1 Amended and Restated Certificate of Incorporation of the
Form
10-Q
registrant, as currently in effect
Incorporated By Reference
Exhibit
File No.
001-36083
3.1
Filing Date
November 14, 2013
3.2 Amended and Restated Bylaws of the registrant, as currently
10-Q
001-36083
3.2
November 14, 2013
in effect
4.1 Common Stock Specimen
4.2
Indenture, dated as of March 5, 2019 between Applied
Optoelectronics, Inc. and Wells Fargo Bank, National
Association, as trustee, paying agent, and conversion agent
8-K
001-36083
8-K
001-36083
4.1
4.1
November 14, 2016
March 5, 2019
4.3 Form of Note representing the Company’s 5.00%
8-K
001-36083
4.1
March 5, 2019
Convertible Senior Notes due 2024 (included as Exhibit A
to the Indenture)
4.4 Description of Company’s Common Stock
10-K
001-36083
4.4
February 28, 2020
10.1 Form of Indemnification Agreement between the registrant
S-1
333-190591
10.1
August 13, 2013
each of its Directors and certain of its Executive Officers
10.2† 2006 Incentive Share Plan
S-1
333-190591
10.5
August 13, 2013
10.2.1† First Amendment to 2006 Incentive Share Plan
S-1/A
333-190591
10.5.1
August 27, 2013
10.2.2† Form of Stock Option Agreement under 2006 Incentive
S-1
333-190591
10.5.2
August 13, 2013
Share Plan
10.3† Amended and Restated 2013 Equity Incentive Plan
10-K
001-36083
10.6
March 9, 2017
10.3.1† Form of Restricted Stock Award Agreement under 2013
S-1
333-190591
10.6.1
August 13, 2013
Equity Incentive Plan
10.3.2† Form of Restricted Stock Unit Award Agreement under
S-1
333-190591
10.6.2
August 13, 2013
2013 Equity Incentive Plan
10.3.3† Form of Stock Appreciation Right Award Agreement under
S-1
333-190591
10.6.3
August 13, 2013
2013 Equity Incentive Plan
10.3.4† Form of Notice of Stock Option Award and Stock Option
S-1
333-190591
10.6.4
August 13, 2013
Award Agreement under 2013 Equity Incentive Plan
10.4† Amended and Restated Employment Agreement regarding
S-1
333-190591
10.12.1
August 13, 2013
Change of Control or Separation of Service between the
registrant and Chih-Hsiang (Thompson) Lin, dated April 16,
2013
10.5† Employment Agreement, dated August 5, 2016, between
Applied Optoelectronics, Inc. and Stefan J. Murry
10.6† Employment Agreement, dated August 5, 2016, between
Applied Optoelectronics, Inc. and Mr. Joshua Yeh
10.7† Employment Agreement, dated August 5, 2016, between
Applied Optoelectronics, Inc. and Dr. Fred Chang
10.8† Employment Agreement, dated August 5, 2016, between
Applied Optoelectronics, Inc. and David C. Kuo
54
10-Q/A
001-36083
10.20
August 9, 2016
10-Q/A
001-36083
10.21
August 9, 2016
10-Q/A
001-36083
10.22
August 9, 2016
10-K
001-36083
10.9
February 28, 2018
Table of Contents
Number
Exhibit Description
10.9 Loan Agreement, dated September 28, 2017, between
Applied Optoelectronics, Inc. and Branch Banking and
Trust Company
Form
8-K
Incorporated By Reference
Exhibit
File No.
001-36083
10.1
Filing Date
October 4, 2017
10.9.1 Promissory Note, dated September 28, 2017, between
Applied Optoelectronics, Inc. and Branch Banking and
Trust Company
10.9.2 Addendum to the Promissory Note, dated September 28,
2017, between Applied Optoelectronics, Inc. and Branch
Banking and Trust Company
8-K
001-36-83
10.2
October 4, 2017
8-K
001-36-83
10.3
October 4, 2017
10.9.3 BB&T Security Agreement, dated September 28, 2017,
8-K
001-36083
10.4
October 4, 2017
between Applied Optoelectronics, Inc. and Branch Banking
and Trust Company
10.9.4 Trademark Security Agreement, dated September 28, 2017,
between Applied Optoelectronics, Inc. and Branch Banking
and Trust Company
8-K
001-36083
10.5
October 4, 2017
10.9.5 Patent Security Agreement, dated September 28, 2017,
8-K
001-36083
10.6
October 4, 2017
between Applied Optoelectronics, Inc. and Branch Banking
and Trust Company
10.10 Supply Agreement, effective November 8, 2017, between
Applied Optoelectronics, Inc. and Facebook, Inc.
8-K
001-36083
10.1
February 24, 2018
10.11 Master Purchase Agreement, effective January 2, 2018,
8-K
001-36083
10.2
February 21, 2018
between Applied Optoelectronics, Inc. and Facebook, Inc.
10.12 Translation of Lease Agreement between Global
10-K
001-36083
10.30
February 28, 2018
Technology, Inc. and the People’s Republic of China in
Zhejiang Province, Ningbo City, Land Resources Bureau
10.12.1 Translation of Investment and Construction Agreement
10-K
001-36083
10.30.1
February 28, 2018
between Global Technology, Inc. and the People’s Republic
of China in Zhejiang Province, Ningbo City, Land
Resources Bureau
10.13 Translation of Construction Agreement between Global
10-Q
001-36083
10.5
May 8, 2018
Technology, Inc. and Zhejiang Xinyu Construction Group
Co., Ltd. dated February 8, 2018
10.14 First Amendment to Loan Agreement, dated March 30,
8-K
001-36083
10.1
April 5, 2018
2018, between Applied Optoelectronics, Inc. and Branch
Banking and Trust Company
10.14.1 Addendum to the Promissory Note ($60 million), dated
8-K
001-36083
10.2
April 5, 2018
March 30, 2018, between Applied Optoelectronics, Inc. and
Branch Banking and Trust Company
10.14.2 Promissory Note ($26 million), dated March 30, 2018,
8-K
001-36083
10.3
April 5, 2018
between Applied Optoelectronics, Inc. and Branch Banking
and Trust Company
10.14.3 Addendum to the Promissory Note ($26 million), dated
8-K
001-36083
10.4
April 5, 2018
March 30, 2018, between Applied Optoelectronics, Inc. and
Branch Banking and Trust Company
10.14.4 Promissory Note ($21.5 million), dated March 30, 2018,
8-K
001-36083
10.5
April 5, 2018
between Applied Optoelectronics, Inc. and Branch Banking
and Trust Company
55
Table of Contents
Number
Exhibit Description
Form
10.14.5 Addendum to the Promissory Note ($21.5 million), dated
8-K
March 30, 2018, between Applied Optoelectronics, Inc. and
Branch Banking and Trust Company
Incorporated By Reference
Exhibit
File No.
001-36083
10.6
Filing Date
April 5, 2018
10.14.6 Note Modification Agreement, dated March 30, 2018,
8-K
001-36083
10.7
April 5, 2018
between Applied Optoelectronics, Inc. and Branch Banking
and Trust Company
10.14.7 Assignment of Lease and Rent, dated March 30, 2018,
8-K
001-36083
10.8
April 5, 2018
between Applied Optoelectronics, Inc. and Branch Banking
and Trust Company
10.14.8 Texas Deed of Trust and Security Agreement, dated March
8-K
001-36083
10.9
April 5, 2018
30, 2018, between Applied Optoelectronics, Inc. and Branch
Banking and Trust Company
10.14.9 Environmental Certification and Indemnity Agreement,
8-K
001-36083
10.10
April 5, 2018
dated March 30, 2018, between Applied Optoelectronics,
Inc. and Branch Banking and Trust Company
56
Table of Contents
Number
Exhibit Description
10.15 First Amendment to Lease, dated October 8, 2018, between
Applied Optoelectronics, Inc. and GIG VAOI Breckinridge,
LLC.
Form
8-K
Incorporated By Reference
Exhibit
File No.
001-36083
10.1
Filing Date
October 12, 2018
10.16 Translation of Purchase and Sale Contract, Finance Lease
8-K
001-36083
10.1
December 6, 2018
Agreement and Promissory Note, dated November 29, 2018,
between Prime World International Holdings, Ltd., and
Chailease Finance Co., Ltd.
10.17 Translation of Purchase and Sale Contract, Finance Lease
8-K
001-36083
10.1
January 25, 2019
Agreement and Promissory Note, dated January 21,
2019, between Prime World International Holdings, Ltd. and
Chailease Finance Co., Ltd.
10.18 Second Amendment to Loan Agreement, dated February 1,
8-K
001-36083
10.1
February 7, 2019
2019, between Applied Optoelectronics, Inc. and Branch
Banking and Trust Company
10.19 Purchase Agreement, dated as of February 28, 2019 by and
8-K
001-36083
10.1
March 5, 2019
among Applied Optoelectronics, Inc., Raymond James &
Associates, Inc. and Cowen and Company, LLC
10.19.1 Third Amendment to Loan Agreement, dated March 5,
8-K
001-36083
10.2
March 5, 2019
2019, between Applied Optoelectronics, Inc. and Branch
Banking and Trust Company
10.20 Translation of Approval Notice between, Prime World
8-K
001-36083
10.1
April 17, 2019
International Holdings, Ltd., and Far Eastern International
Bank Co., Ltd., dated April 11, 2019
10.20.1 Translation of Comprehensive Credit Facilities Master
8-K
001-36083
10.2
April 17, 2019
Agreement between, Prime World International Holdings,
Ltd., and Far Eastern International Bank Co., Ltd., dated
April 11, 2019
10.20.2 Translation of Credit Terms / Financial Transaction Terms
Agreement between, Prime World International Holdings,
Ltd., and Far Eastern International Bank Co., Ltd., dated
April 11, 2019
8-K
001-36083
10.3
April 17, 2019
10.20.3 Translation of Promissory Note between, Prime World
8-K
001-36083
10.4
April 17, 2019
International Holdings, Ltd., and Far Eastern International
Bank Co., Ltd., dated April 11, 2019
10.21 Translation of the Credit Granting Agreement, between
8-K
001-36083
10.1
April 25, 2019
Global Technology, Inc. and China Merchants Bank Co.,
Ltd., dated April 19, 2019
10.22 Translation of the Working Capital Loan Contract, between
Global Technology, Inc. and Shanghai Pudong Development
Bank Co., Ltd., dated April 30, 2019
8-K
001-36083
10.1
May 6, 2019
10.23 Translation of the Working Capital Loan Contract (RMB
8-K
001-36083
10.1
May 13, 2019
30,000,000), between Global Technology, Inc. and Shanghai
Pudong Development Bank Co., Ltd., dated May 7, 2019
10.23.1 Translation of the Working Capital Loan Contract (USD
8-K
001-36083
10.2
May 13, 2019
2,000,000),between Global Technology, Inc. and Shanghai
Pudong Development Bank Co., Ltd., dated May 8, 2019
10.24 Translation of the Financing Credit Line Agreement, dated
8-K
001-36083
10.1
May 31, 2019
May 24, 2019, between Global Technology, Inc. and
Shanghai Pudong Development Bank Co., Ltd.
10.24.1 Translation of the Maximum Mortgage Contract (Security
8-K
001-36083
10.2
May 31, 2019
Agreement), dated May 24, 2019, between Global
Technology, Inc. and Shanghai Pudong Development Bank
Co., Ltd.
10.25 Translation of the Maximum Loan Contract (¥100M), dated
June 21, 2019, between Global Technology, Inc. and China
Zheshang Bank Co., Ltd
8-K
001-36083
10.1
June 27, 2019
57
Table of Contents
10.25.1 Translation of the Maximum Mortgage Contract (the “Real
Estate Security Agreement”), dated June 21, 2019, between
Global Technology, Inc. and China Zheshang Bank Co., Ltd
10.25.2 Translation of the Maximum Loan Contract (¥50M), dated
June 21, 2019, between Global Technology, Inc. and China
Zheshang Bank Co., Ltd
8-K
001-36083
10.2
June 27, 2019
8-K
001-36083
10.3
June 27, 2019
10.25.3 Translation of the Maximum Mortgage Contract (the
8-K
001-36083
10.4
June 27, 2019
“Machinery and Equipment Security Agreement”), dated
June 21, 2019, between Global Technology, Inc. and China
Zheshang Bank Co., Ltd
10.26 Translation of the Approval Notice of Credit Line, dated
10-Q
001-36083
10.11
August 8, 2019
July 8, 2019, between Prime World International Holdings
Ltd. and Taishin International Bank
10.26.1 Translation of the General Agreement for Financial
10-Q
001-36083
10.12
August 8, 2019
Transaction, dated July 23, 2019, between Prime World
International Holdings Ltd. and Taishin International Bank
10.26.2 Translation of the Credit Facility Agreement, dated July 23,
2019, between Prime World International Holdings Ltd. and
Taishin International Bank
10-Q
001-36083
10.13
August 8, 2019
10.26.3 Translation of the Promissory Note, dated July 23, 2019,
10-Q
001-36083
10.14
August 8, 2019
between Prime World International Holdings Ltd. and
Taishin International Bank
10.27** Fourth Amendment to Loan Agreement, dated September
8-K
001-36083
10.1
October 4, 2019
30, 2019, between Applied Optoelectronics, Inc. and Branch
Banking and Trust Company
10.27.1 Note Modification Agreement, dated September 30, 2019,
8-K
001-36083
10.2
October 4, 2019
executed by Applied Optoelectronics, Inc.
10.27.2 Addendum To Promissory Note, dated September 30, 2019,
8-K
001-36083
10.3
October 4, 2019
executed by Applied Optoelectronics, Inc.
10.28 Second Amendment to Lease, dated November 11, 2019,
between Applied Optoelectronics, Inc. and ROIB2
Breckinridge, LLC.
8-K
001-36083
10.1
November 18, 2019
10.29 Paycheck Protection Program Loan Promissory Note, dated
8-K
001-36083
10.1
April 22, 2020
April 17, 2020, executed by Applied Optoelectronics, Inc.
10.30 Translation of Amendment to the Finance Lease
8-K
001-36083
10.1
September 18, 2020
Agreements, dated September 15, 2020, between Prime
World International Holdings Ltd., and Chailease Finance
Co., Ltd.
10.31 Translation of the Credit Facility Agreement, dated October
8-K
001-36083
10.1
October 13, 2020
7, 2020, between Prime World International Holdings Ltd.
and Taishin International Bank.
10.31.1 Translation of the Notice of Credit Line Approval, dated
8-K
001-36083
10.2
October 13, 2020
August 24, 2020.
10.32 Translation of the Credit Granting Agreement, between
Global Technology Inc. and China Merchants Bank Co.,
Ltd., dated October 19, 2020.
8-K
001-36083
10.2
October 22, 2020
10.33 Translation of the Maximum Loan Contract, between Global
8-K
001-36083
10.1
January 11, 2021
Technology, Inc. and China Zheshang Bank Co., Ltd, dated
January 6, 2021.
10.33.1 Translation of the Maximum Mortgage Contract, between
8-K
001-36083
10.2
January 11, 2021
Global Technology, Inc. and China Zheshang Bank Co., Ltd,
dated January 6, 2021.
10.34 Fifth Amendment to Loan Agreement and Fourth
8-K
001-36083
10.1
April 9, 2021
Amendment to Security Agreement, dated April 5, 2021,
between Applied Optoelectronics, Inc. and Truist Bank
(included as Exhibit 10.1 to the Registrants Current Report
on Form 8-K filed with the Securities and Exchange
Commission on April 9, 2021).
10.34.1 Note Modification Agreement, dated April 5, 2021, between
8-K
001-36083
10.2
April 9, 2021
Applied Optoelectronics, Inc. and Truist Bank.
10.34.1 Addendum to Promissory Note, dated April 5, 2021,
8-K
001-36083
10.3
April 9, 2021
between Applied Optoelectronics, Inc. and Truist Bank.
10.35 † 2021 Stock Incentive Plan.
10-Q
001-36083
10.4
August 5, 2021
10.35.1 † Form of Restricted Stock Unit Award Agreement under
10Q
001-36083
10.4.1
August 5, 2021
2021 Equity Incentive Plan.
10.35.2 † Form of Performance Restricted Stock Unit Award
10Q
001-36083
10.4.2
August 5, 2021
Agreement under 2021 Equity Incentive Plan.
10.36 Sixth Amendment to Loan Agreement and Fifth
8-K
001-36083
10.1
January 5, 2022
Amendment to Security Agreement, December 29, 2021,
between Applied Optoelectronics, Inc. and Truist Bank.
10.36.1 Note Modification Agreement, dated December 29, 2021,
8-K
001-36083
10.2
January 5, 2022
between Applied Optoelectronics, Inc. and Truist Bank.
10.36.2 Addendum to Promissory Note, dated December 29, 2021,
8-K
001-36083
10.3
January 5, 2022
between Applied Optoelectronics, Inc. and Truist Bank.
23.1* Consent of Grant Thornton LLP
24.1 Power of Attorney (see the signature page in this Annual
Report on Form 10-K).
31.1* Certification of Principal Executive Officer Required Under
Rule 13a-14(a) and 15d-14(a) of the Securities Exchange
Act of 1934, as amended, as adopted pursuant to Section
302 of The Sarbanes-Oxley Act of 2002.
31.2* Certification of Principal Financial Officer Required Under
Rule 13a-14(a) and 15d-14(a) of the Securities Exchange
Act of 1934, as amended, as adopted pursuant to Section
302 of The Sarbanes-Oxley Act of 2002.
58
Table of Contents
Number
Exhibit Description
Form
Incorporated By Reference
Exhibit
File No.
Filing Date
32.1* Certification of Principal Executive Officer and Principal
Financial Officer Required Under Rule 13a-14(a) and 15d-
14(a) of the Securities Exchange Act of 1934, as amended,
and 18 U.S.C. §1350 as adopted pursuant to Section 906 of
The Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase
Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
Document
104 Cover Page Interactive Data File (formatted as Inline XBRL
and contained in Exhibit 101)
* Filed herewith.
† Management contract, compensatory plan or arrangement.
** Confidential Treatment has been granted for portions of this document.
59
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized, on February 24, 2022.
APPLIED OPTOELECTRONICS, INC.
By:
/s/ CHIH-HSIANG (THOMPSON) LIN
CHIH-HSIANG (THOMPSON) LIN,
President and Chief Executive Officer and
Chairman of the Board of Directors
February 24, 2022
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chih-Hsiang (Thompson) Lin
and Stefan J. Murry, and each of them, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to
sign any and all amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities and Exchange Act of 1934, this Form 10-K has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature
Date
/s/ CHIH-HSIANG (THOMPSON) LIN
CHIH-HSIANG (THOMPSON) LIN,
President, Chief Executive Officer and
Chairman of the Board of Directors
(principal executive officer)
/s/ STEFAN J. MURRY
STEFAN J. MURRY,
Chief Financial Officer
(principal financial officer and
principal accounting officer)
Signature
/s/ WILLIAM H. YEH
WILLIAM H. YEH,
Director
/s/ RICHARD B. BLACK
RICHARD B. BLACK,
Director
/s/ CHE-WEI LIN
CHE-WEI LIN,
Director
/s/ CYNTHIA (CINDY) DELANEY
CYNTHIA (CINDY) DELANEY,
Director
/s/ ELIZABETH LOBOA
ELIZABETH LOBOA,
Director
/s/ MIN-CHU (MIKE) CHEN
MIN-CHU (MIKE) CHEN,
Director
60
February 24, 2022
February 24, 2022
Date
February 24, 2022
February 24, 2022
February 24, 2022
February 24, 2022
February 24, 2022
February 24, 2022
Table of Contents
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
F-1
Pages
F-2
F-4
F-5
F-6
F-7
F-8
F-9
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Applied Optoelectronics, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Applied Optoelectronics Inc. (a Delaware corporation) and subsidiaries (the
“Company”) as of December 31, 2021 and 2020, the related consolidated statements of comprehensive income (loss), changes in shareholders’ equity, and
cash flows for each of the three years in the period ended December 31, 2021, 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, 2021 and 2020,
and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting
principles generally accepted in the United States of America.
We also have 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, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 24, 2022 expressed an unqualified
opinion.
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.
Critical audit matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or
required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical
audit matters or on the accounts or disclosures to which they relate.
Inventory Reserve
As described further in Note B to the financial statements, the Company's inventories are stated at the lower of cost or market. The Company assesses the
valuation of its inventory on a periodic basis and provides an allowance based on several factors including products’ life span, historical changes in
valuation and write-offs, and management’s estimates of future demand. One significant estimate and assumption that impacts the financial statements is
inventory reserve. We identified the accounting for inventory reserve as a critical audit matter.
The principal considerations for our determination that accounting for inventory reserve is a critical audit matter are the judgments and estimates associated
with management’s determination of lower of cost or market adjustments, due to the nature of the inputs and assumptions used in the process and are
subject to estimation uncertainty and require auditor subjectivity in evaluating reasonableness. Management developed certain percentages that determine
the extent of any lower of cost or market adjustments based on the age of the inventory. Such percentages were determined through analysis of the
inventory to determine each product's lifespan, a review historical write-offs or scrapped inventory, and an assessment by product engineers of the
possibility of obsolescence for each product.
Our audit procedures related to the accounting for inventory reserve included the following:
● We assessed the qualifications and competence of management and evaluated the methodologies used to determine the inventory reserve;
● We tested the design and operating effectiveness of key controls related to the accounting for the inventory reserve, including controls
relating to management’s development of the reserve;
● We obtained the underlying inventory aging report and agreed the balances to the general ledger to test for completeness and recalculated the
unit price and agreed such unit price to inventory details;
● We obtained the underlying inventory aging report and agreed the balances to the general ledger to test for completeness and selected
inventory items to re-age; and
● We obtained the underlying inventory aging report and agreed the balances to the general ledger to test for completeness and recalculated the
inventory reserve.
F-2
Table of Contents
Impairment of Long-Lived Asset
As described further in Note B to the financial statements, the Company accounts for impairment of long-lived assets in accordance with ASC 360,
Property, Plant and Equipment, (“ASC 360”). Long-lived assets consist primarily of property, plant and equipment, right-of-use assets and intangible
assets. The Company evaluates the carrying value of long-lived assets when it determines a triggering event has occurred, or whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable. When indicators exist, recoverability of assets is measured by a
comparison of the carrying value of the asset group to the estimated undiscounted future net cash flows expected to be generated by the asset. If assets are
determined not to be recoverable, the Company performs an analysis of the fair value of the asset group and will recognize an impairment loss when the
fair value is less than the carrying amounts of such assets. The undiscounted future net cash flows, and any subsequent fair value determination, are based
on assumptions and projections that require subjective judgments. We identified the long-lived assets impairment assessment and testing as a critical
audit matter.
The principal consideration for our determination that the accounting for impairment of long-lived assets represents a critical audit matter is the
judgments and assumptions associated with management’s determination of the recoverability of the long-lived assets including any subsequent fair value
assessments. Auditing the undiscounted future net cash flows involved a high degree of subjectivity, auditor judgment and audit effort in evaluating
management’s significant assumptions primarily due to the complexity of the cash flow models used, as well as the sensitivity of the underlying
significant assumptions. The Company used an undiscounted cash flow model to assess the recoverability of the long-lived assets, which included
assumptions such as revenue growth rates, operating expenses, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins,
capital expenditures asset grouping, forecasting period and future sales values. These significant assumptions are forward looking and could be affected
by future economic and market conditions.
Our audit procedures related to the accounting for impairment of long-lived assets included the following:
● We assessed the qualifications and competence of management and evaluated the methodologies used to determine the fair value of long-
lived assets;
● We tested the design and operating effectiveness of key controls related to the accounting for possible impairment, including controls relating
to management’s development of forecasts for revenue growth rates, operating expenses, earnings before interest, taxes, depreciation, and
amortization (“EBITDA”) margins, capital expenditures asset grouping, forecasting period and future sales values;
● We tested the assumptions, including the testing of underlying source information and the mathematical accuracy of the calculations, used
within the undiscounted cash flow models to estimate the recoverability of long-lived assets, which included assumptions such as revenue
growth rates, operating expenses, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, capital expenditures
asset grouping, forecasting period and future sales values;
● We tested the Company’s ability to forecast future cash flows by reviewing actual results compared to amounts previously forecasted; and
● We tested the sensitivity of the undiscounted cash flows utilized in the recoverability test.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2008.
Houston, Texas
February 24, 2022
F-3
Table of Contents
Applied Optoelectronics, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands)
December 31,
2021
2020
ASSETS
Current Assets
Cash and cash equivalents
Restricted cash
Accounts receivable - trade, net of allowance of $30 and $62, respectively
Notes receivable
Inventories
Prepaid income tax
Prepaid expenses and other current assets
Total current assets
Property, plant and equipment, net
Land use rights, net
Operating right of use asset
Financing right of use asset
Intangible assets, net
Other assets, net
TOTAL ASSETS
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of notes payable and long-term debt
Accounts payable
Bank acceptance payable
Current lease liability - operating
Current lease liability - financing
Accrued liabilities
Total current liabilities
Notes payable and long-term debt, less current portion
Convertible senior notes
Non-current lease liability - operating
Non-current lease liability - financing
TOTAL LIABILITIES
Stockholders' equity:
Preferred Stock; 5,000 shares authorized at $0.001 par value; no shares issued and outstanding at
December 31, 2021 and December 31, 2020, respectively
Common Stock; 45,000 shares authorized at $0.001 par value; 27,323 and 25,110 shares issued and
outstanding at December 31, 2021 and December 31, 2020, respectively
Additional paid-in capital
Accumulated other comprehensive income
Accumulated deficit
TOTAL STOCKHOLDERS' EQUITY
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
$
$
$
34,656 $
6,480
47,944
8,148
92,516
1
4,334
194,079
243,035
5,856
7,078
57
3,836
518
454,459 $
49,689 $
34,402
8,198
1,062
19
15,587
108,957
5,000
78,680
7,189
63
199,889
27
381,143
16,071
(142,671)
254,570
454,459 $
43,425
6,689
43,042
401
110,397
2
5,213
209,169
252,984
5,854
7,729
88
3,999
982
480,805
38,265
29,482
15,860
1,012
18
18,511
103,148
13,904
77,854
7,926
82
202,914
—
25
354,685
11,690
(88,509)
277,891
480,805
The accompanying notes are an integral part of these consolidated financial statements.
F-4
Table of Contents
Revenue, net
Cost of goods sold
Gross profit
Operating expenses
Research and development
Sales and marketing
General and administrative
Total operating expenses
Loss from operations
Other income (expense)
Interest income
Interest expense
Other income, net
Total other income (expense), net
Loss before income taxes
Income tax expense
Net loss
Net loss per share
Basic
Diluted
Applied Optoelectronics, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
2021
Year ended December 31,
2020
2019
211,565 $
173,850
37,715
41,220
10,899
42,362
94,481
(56,766)
70
(5,620)
8,156
2,606
(54,160)
(2)
(54,162) $
(2.01) $
(2.01) $
234,623 $
184,082
50,541
43,393
14,087
41,903
99,383
(48,842)
255
(5,635)
2,998
(2,382)
(51,224)
(7,228)
(58,452) $
(2.67) $
(2.67) $
190,872
144,671
46,201
43,399
10,060
41,489
94,948
(48,747)
925
(5,405)
1,840
(2,640)
(51,387)
(14,662)
(66,049)
(3.31)
(3.31)
$
$
$
$
Weighted average shares used to compute net loss per share:
Basic
Diluted
26,912,141
26,912,141
21,866,630
21,866,630
19,982,363
19,982,363
The accompanying notes are an integral part of these consolidated financial statements.
F-5
Table of Contents
Applied Optoelectronics, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Net loss
Gain/(Loss) on foreign currency translation adjustment
Comprehensive loss
2021
Year ended December 31,
2020
2019
$
$
(54,162) $
4,381
(49,781) $
(58,452) $
11,260
(47,192) $
(66,049)
(172)
(66,221)
The accompanying notes are an integral part of these consolidated financial statements.
F-6
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Applied Optoelectronics, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Years ended December 2019, 2020 and 2021
(in thousands)
Preferred Stock
Common Stock
Additional
other
earnings/
Accumulated Retained
Number
of shares Amount of shares Amount
—
Number
19,810 $
— $
20 $
paid-in comprehensive (Accumulated Stockholders'
capital
gain (loss)
deficit)
equity
292,480 $
602 $
35,992 $
329,094
January 1, 2019
Stock options exercised,
net of shares withheld for
employee tax
Issuance of restricted
stock, net of shares
withheld for employee tax
Share-based compensation
Foreign currency
translation adjustment
December 31, 2019
Public offering of
common stock, net
Stock options exercised,
net of shares withheld for
employee tax
Issuance of restricted
stock, net of shares
withheld for employee tax
Share-based compensation
Foreign currency
translation adjustment
Net loss
December 31, 2020
Public offering of
common stock, net
Stock options exercised,
net of shares withheld for
employee tax
Issuance of restricted
stock, net of shares
withheld for employee tax
Share-based compensation
Foreign currency
translation adjustment
Net loss
December 31, 2021
—
—
3
—
14
—
—
14
—
—
—
— $
—
—
—
—
327
—
—
—
(897)
11,804
—
—
—
—
(897)
11,804
—
20,140 $
—
20 $
—
303,401 $
(172)
430 $
(66,049)
(30,057) $
(66,221)
273,794
—
—
4,470
4
39,306
—
—
39,310
—
—
3
—
30
—
—
30
—
—
—
—
— $
—
—
—
—
—
497
—
—
1
—
—
25,110 $
25 $
(1,098)
13,046
—
—
354,685 $
—
—
—
—
(1,097)
13,046
11,260
11,690 $
—
(58,452)
(88,509) $
11,260
(58,452)
277,891
—
—
1,552
1
15,288
—
—
15,289
—
—
2
—
8
—
—
8
—
—
—
—
— $
—
—
—
—
—
659
—
1
—
(959)
12,121
—
—
—
—
(958)
12,121
—
—
27,323 $
—
—
27 $
—
—
381,143 $
4,381
—
16,071 $
—
(54,162)
(142,671) $
4,381
(54,162)
254,570
The accompanying notes are an integral part of these consolidated financial statements.
F-7
Table of Contents
Applied Optoelectronics, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
2021
Year ended December 31,
2020
2019
$
(54,162) $
(58,452) $
(66,049)
Operating activities:
Net loss
Adjustments to reconcile net loss to net cash provided by operating activities:
Allowance of bad debt
Lower of cost or market reserve adjustment to inventory
Depreciation and amortization
Amortization of debt issuance costs
Deferred income taxes, net
Loss on disposal of assets
Share-based compensation
Interest for extinguishment of debt
Extinguishment of debt
Unrealized foreign exchange gain (loss)
Changes in operating assets and liabilities:
Accounts receivable, trade
Notes receivable
Prepaid income tax
Inventories
Other current assets
Operating right of use asset
Accounts payable
Accrued income taxes
Accrued liabilities
Lease liability
Net cash used in by operating activities
Investing activities:
Purchase of property, plant and equipment
Proceeds from disposal of equipment
Deposits and prepaid for equipment
Purchase of intangible assets
Net cash used in investing activities
Financing activities:
Proceeds from issuance of notes payable and long-term debt, net of debt issuance
costs
Principal payments of long-term debt and notes payable
Proceeds from line of credit borrowings
Repayments of line of credit borrowings
Proceeds from bank acceptance payable
Repayments of bank acceptance payable
Proceeds from issuance of convertible senior notes, net of debt issuance costs
Principal payments of financing lease
Exercise of stock options
Payments of tax withholding on behalf of employees related to share-based
compensation
Proceeds from common stock offering, net
Net cash provided by financing activities
Effect of exchange rate changes on cash
Net (decrease)/ increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
Supplemental disclosure of cash flow information:
Cash paid (received) for:
Interest
Income taxes
Non-cash investing and financing activities:
Net change in accounts payable related to property and equipment additions
Net change in deposits and prepaid for equipment related to property and
equipment additions
$
$
$
(32)
3,889
25,371
865
—
1
12,121
(70)
(6,229)
645
(7,020)
(7,585)
1
15,786
867
848
7,069
1
(3,092)
(918)
(11,644)
(7,981)
114
(2,222)
(457)
(10,546)
—
(4,144)
122,935
(111,287)
24,622
(32,465)
—
(18)
8
(960)
15,397
14,088
(876)
(8,978)
50,115
41,137 $
32
3,930
24,733
900
7,348
15
13,046
—
—
(1,152)
(8,421)
(389)
188
(23,674)
1,220
407
(3,347)
1
44
(438)
(44,009)
(15,795)
216
(3,279)
(489)
(19,347)
6,229
(5,233)
95,730
(96,006)
39,958
(31,338)
(18)
(17)
13
(1,080)
39,203
47,441
(999)
(16,914)
67,029
50,115 $
4,899 $
1
4,971 $
(364)
(4,027) $
(2,326) $
84
(64)
—
6,774
24,014
892
14,570
13
11,804
—
—
(247)
(4,351)
(4)
961
1,562
5,514
847
3,150
—
(308)
(896)
(1,754)
(28,789)
1
(2,688)
(640)
(32,116)
13,661
(43,363)
83,434
(88,299)
13,638
(11,952)
76,362
(2)
14
(897)
—
42,596
298
9,025
58,004
67,029
3,172
(890)
3,869
8,801
The accompanying notes are an integral part of these consolidated financial statements.
F-8
Table of Contents
Applied Optoelectronics, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A—ORGANIZATION AND OPERATIONS
Applied Optoelectronics, Inc. (“AOI” or the “Company”) was incorporated in the State of Texas on February 28, 1997. In March 2013, the
Company converted into a Delaware corporation. The Company is a leading, vertically integrated provider of fiber-optic networking products, primarily for
four networking end-markets: internet data center, CATV, telecom and FTTH. The Company designs and manufactures a wide range of optical
communications products at varying levels of integration, from components, subassemblies and modules to complete turn-key equipment.
The Company has manufacturing and research and development facilities located in the U.S., Taiwan and China. At its corporate headquarters and
manufacturing facilities in Sugar Land, Texas, the Company primarily manufactures lasers and laser components and performs research and development
activities for laser component and optical module products. The Company operates in Taipei, Taiwan and Ningbo, China through its wholly-owned
subsidiary Prime World International Holdings, Ltd. (“Prime World”, incorporated in the British Virgin Islands). Prime World is the parent of Global
Technology, Inc. (“Global”, incorporated in the People’s Republic of China). Through Global, the Company primarily manufactures certain of its data
center transceiver products, including subassemblies and transceivers, as well as Cable TV Broadband (“CATV”) systems and equipment, and performs
research and development activities for the CATV products. Prime World also operates a branch in Taiwan, which primarily manufactures transceivers. The
Company also has a research and development center in Duluth, Georgia.
NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries and are prepared in
accordance with accounting principles generally accepted in the United States of America (GAAP). All intercompany balances and transactions have been
eliminated in consolidation.
2.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
amounts reported. Actual results could differ from those estimates in the consolidated financial statements and accompanying notes. Significant estimates
and assumptions that impact these financial statements relate to, among other things, allowance for doubtful accounts, inventory reserve, product warranty
costs, share-based compensation expense, estimated useful lives of property and equipment, and taxes.
3.
Foreign Currency Translation
The functional currency for the Company’s foreign operations is the local currency. The assets and liabilities of these operations are translated at
the rate of exchange in effect on the balance sheet date and sales and expenses are translated at monthly average rates. The resulting gains or losses from
translation are included in a separate component of other comprehensive income. There is no tax effect on the foreign currency translation because it is
management’s intent to reinvest the undistributed earnings of its foreign subsidiaries indefinitely. Transaction gains and losses resulting from re-measuring
monetary asset and liability accounts that are denominated in a currency other than a subsidiary’s functional currency are included in net foreign exchange
gain and loss and are included in net income except for those intercompany balances that are long-term investments in nature. The translation gain or losses
from the long-term investment nature of intercompany balances are treated as translation adjustments and included in comprehensive income.
4.
Fair Value
The carrying value of cash, cash equivalents and short-term investments, accounts receivable, accounts payable, and note receivable approximate
their historical fair values due to their short-term maturities. The carrying value of the debt approximates its fair value due to the short-term nature of the
debt since it renews frequently at current interest rates. Management believes that the interest rates in effect at each year end represent the current market
rates for similar borrowings.
F- 9
Table of Contents
The fair value measurement standard defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. The standard characterizes inputs used in determining fair value according to a
hierarchy that prioritized inputs based on the degree to which they are observable. The three levels of the fair value hierarchy are as follows:
Level 1—Inputs represent quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in
markets that are not active.
Level 3—Inputs that are not observable from objective sources, such as management’s internally developed assumptions used in pricing
an asset or liability.
Assets and liabilities that are required to be fair valued on a recurring basis include money market funds, marketable securities, equity instruments
and contingent consideration.
Money market funds are valued with Level 1 inputs, using quoted market prices, and are included in cash and cash equivalents on the Company’s
consolidated balance sheets.
5.
Cash and Cash Equivalents
The Company considers all highly liquid securities with an original maturity of ninety days or less from the date of purchase to be cash
equivalents. Cash in foreign accounts was approximately $17.3 million and $10.7 million at December 31, 2021 and 2020, respectively.
The Company maintains cash and cash equivalents at U.S. financial institutions for which the combined account balances in individual institutions
may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of credit risk related to amounts
on deposit in excess of FDIC insurance coverage. As of December 31, 2021, approximately $23.1 million of U.S. deposits were not covered by FDIC
insurance. The Company has not experienced any losses and believes it is not exposed to any significant risk with such accounts.
6.
7.
Restricted Cash/Compensating Balances
Restricted cash includes guarantee deposits for customs duties and compensating balances associated with credit facilities.
Accounts Receivable/Allowance for Doubtful Accounts
The Company carries its accounts receivable at the net amount that it estimates to be collectible. An allowance for uncollectable accounts is
maintained through a charge against operations. The allowance is determined by management review of outstanding amounts per customer, historical
payments and the aging of accounts.
8.
Concentration of Credit Risk and Significant Customers
Financial instruments which potentially subject the Company to concentrations of credit risk include cash, cash equivalents and accounts
receivable. The Company places all cash and cash equivalents with high-credit quality financial institutions.
The Company performs ongoing credit valuations of its customers’ financial condition whenever deemed necessary and generally does not require
deposits or collateral to support customer receivables. The historical amount of losses on uncollectible accounts has been within the Company’s estimates.
The Company generates much of its revenue from a limited number of customers. In 2021, 2020 and 2019, its top five customers represented 67.0%,
73.3%, and 80.7% of its revenue, respectively. In 2021, ATX, Microsoft and Cisco represented 25.6%, 14.1% and 11.9% of its revenue, respectively. In
2020, Microsoft and Amazon represented 38.3% and 11.5% of its revenue, respectively. The five largest receivable balances for customers represented an
aggregate of 70.6% and 64.6% of total accounts receivable at December 31, 2021 and 2020, respectively. As of December 31, 2021, ATX, Microsoft and
Cisco represented 41.7%, 13.3% and 3.5% of total accounts receivable, respectively. As of December 31, 2020, Microsoft and Amazon represented 20.9%,
and 8.5% of total accounts receivable, respectively. No other customer represented greater than ten percent of revenue in 2021, 2020, or 2019 had greater
than ten percent of total accounts receivable at December 31, 2021 or 2020.
F- 10
Table of Contents
9.
Inventories
Inventories are stated at the lower of cost (average-cost method) or market. Work in process and finished goods includes materials, labor and
allocated overhead. The Company assesses the valuation of its inventory on a periodic basis and provides write-offs for the value of estimated excess and
obsolete inventory based on estimates of future demand.
10.
Property, Plant and Equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. The Company calculates depreciation using the
straight-line method over the following estimated useful lives:
Useful lives (in years)
Buildings
Land improvements
Machinery and equipment
Furniture and fixtures
Computer equipment and software
Leasehold improvements
Transportation equipment
20 - 42
10
2 - 20
3 - 7
3 - 10
The shorter of the life of the applicable lease or the useful life of the
improvement
5
Major improvements are capitalized and expenditures for maintenance and repairs are expensed as incurred. Construction in progress represents
property, plant and equipment under construction or being installed. Costs include original cost, installation, construction and other direct costs which
include interest on borrowings used to finance the asset. Construction in progress is transferred to the appropriate fixed asset account and depreciation
commences when the asset has been substantially completed and placed in service.
Land use rights allow the Company rights for 50 years to certain land in Ningbo, China on which the Company built a facility that included office
space, manufacturing operations and employee dormitories. The land use rights are recorded at cost and are amortized on the straight-line basis over the
useful life of the related contract. The land use rights expire on October 7, 2054 and December 28, 2067.
11.
Intangible Assets
Intangible assets consist of intellectual property that is stated at cost less accumulated amortization. As of December 31, 2021, the Company had
328 total patents issued. The costs incurred to obtain such patents have been capitalized and are being amortized over an estimated life between 10 and
20 years. The Company periodically evaluates its intangible assets to determine whether events or changes in circumstances indicate that a patent or
trademark may not be applicable to the Company’s current products or is no longer in use. If such a determination is made, the intangible asset is impaired
and the remaining value of the patent or trademark will be expensed at that time.
F- 11
Table of Contents
12.
Impairment of Long-Lived Assets
The Company accounts for impairment of long-lived assets in accordance with Accounting Standards Codification (“ASC”) 360, Property, Plant
and Equipment, (“ASC 360”). Long-lived assets consist primarily of property, plant and equipment, right-of-use assets and intangible assets. In accordance
with ASC 360, the Company evaluates the carrying value of long-lived assets when it determines a triggering event has occurred, or whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When indicators exist, recoverability of assets is measured
by a comparison of the carrying value of the asset group to the estimated undiscounted future net cash flows expected to be generated by the asset.
Examples of such triggering events include a significant disposal of a portion of such assets, an adverse change in the market involving the business
employing the related asset, a significant decrease in the benefits realized from an acquired business, difficulties or delays in integrating the business, and a
significant change in the operations of an acquired business. If such assets are determined not to be recoverable, the Company performs an analysis of the
fair value of the asset group and will recognize an impairment loss when the fair value is less than the carrying amounts of such assets. The fair value,
based on reasonable and supportable assumptions and projections, require subjective judgments. Depending on the assumptions and estimates used, the
appraised fair value projected in the evaluation of long-lived assets can vary within a range of outcomes. The Company considers the likelihood of possible
outcomes in determining the best estimate for the fair value of the assets. The Company did not record any asset impairment charges in 2021, 2020 or 2019.
13.
Comprehensive Income (Loss)
ASC 220, Comprehensive Income, (“ASC 220”) establishes rules for reporting and display of comprehensive income and its components.
ASC 220 requires that unrealized gains and losses on the Company’s foreign currency translation adjustments be included in comprehensive income (loss).
14.
Share-based Compensation
The Company accounts for share-based compensation in accordance with the provisions of ASC 718, Compensation—Stock Compensation. Share-
based compensation expense is recognized based on the grant date fair value in order to recognize compensation cost for those shares expected to vest.
Compensation cost is recognized on a straight-line basis over the vesting period of the restricted stock units and adjusted as forfeitures occur.
15.
Revenue Recognition
The Company derives revenue from the manufacture and sale of fiber optic networking products. Revenue recognition follows the criteria of
ASC 606, Revenue from Contracts with Customers. Specifically, the Company recognizes revenue when obligations under the terms of a contract with its
customer are satisfied; generally this occurs with the transfer of control of products or services.
16.
Product Warranty
The Company generally offers a one-year limited warranty for its products but it can extend for longer periods of three to five years for certain
products sold to certain customers. The Company estimates the costs that may be incurred under its basic limited warranty and records a liability for the
amount of such costs at the time when product defects occur. Factors that affect the Company’s warranty liability include the historical and anticipated rates
of warranty claims and cost to repair. While the Company believes that its warranty accrual is adequate, the actual warranty costs may exceed the accrual,
in which case the cost of sales will increase in the future. As of December 31, 2021 and 2020, the amount of accrued warranty was $0.3 million and $0.7
million, respectively. Changes in products warranty were as follows (in thousands):
Beginning Balance, January 1
Warranty costs incurred
Provision for warranty
Ending Balance, December 31
17.
Advertising Costs
2021
Year ended December 31,
2020
2019
$
$
703 $
(826)
386
263 $
821 $
(457)
339
703 $
995
(1,261)
1,087
821
Advertising costs are charged to operations as incurred and amounted to approximately $0.1 million, $0.4 million, and $0.5 million for the years
ended December 31, 2021, 2020 and 2019, respectively.
F- 12
Table of Contents
18.
Research and Development
Research and development costs are charged to operations as incurred. The Company receives reimbursement for certain development costs,
which offset with expense up to the reimbursable amount.
19.
Shipping and Handling Costs
Shipping and handling costs are included in operating expenses as fulfillment costs unless we bill our customers for shipping and handling
charges, which are included in net sales for the applicable period, and the corresponding shipping and handling expense is reported in cost of sales.
20.
Income Taxes
The Company accounts for income taxes in accordance with the provisions of ASC 740, Income Taxes. The liability method is used to account for
deferred income taxes. Under the liability method, deferred tax assets and liabilities are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse. The ability to realize deferred tax assets is evaluated annually and a valuation allowance is provided if it is
unlikely that the deferred tax assets will not give rise to future benefits in the Company’s tax returns.
The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it determines whether it
is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the
more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate
settlement with the related tax authority.
The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying
consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet.
21.
Global Intangible Low-taxed Income Provisions ("GILTI")
One of the base broadening provisions of the U.S. Tax Cuts and Jobs Act of 2017 (“the 2017 Act”) is the global intangible low-taxed income
provisions ("GILTI"). In accordance with guidance issued by the FASB staff, the Company has adopted an accounting policy to treat any GILTI inclusions
as a period cost if and when incurred. Thus, for the fiscal years ended December 31, 2021, December 31, 2020, and December 31, 2019, deferred taxes
were computed without consideration of the possible future impact of the GILTI provisions, and any current year impact was recorded as a part of the
current portion of income tax expense.
22.
Recent Accounting Pronouncements
Recent Accounting Pronouncements Adopted in 2021
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on
Financial Reporting”, which provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge
accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other
interbank offered rates to alternative reference rates. This ASU is effective beginning on March 12, 2020,and the Company may elect to apply the
amendments prospectively through December 31, 2022.The Company adopted this ASU on January 1, 2021, with no impact on its consolidated financial
statements.
In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20)” and “Derivatives and
Hedging - Contracts in Entities Own Equity” (Subtopic 815-40). This ASU simplifies accounting for convertible instruments by eliminating two of the
three models in ASC 470-20 that requires separating embedded conversion features from convertible instruments. The Company adopted this ASU on
January 1, 2021, with no impact on its consolidated financial statements.
In November 2020, the SEC issued a new rule that modernizes and simplifies various aspects and financial disclosure requirements in Regulation
S-K, specifically related to Item 301 “Selected Financial Data”, Item 302 “Supplementary Financial Information” and Item 303 “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”). The intent of this new rule is to (i) eliminate duplicative
disclosures, (ii) enhance and promote more principles-based MD&A disclosures with the objective of making them more meaningful for investors, all
while (iii) simplifying the compliance requirements and efforts for registrants, by providing them with the flexibility to present management’s perspective
on the registrant’s financial condition and results of operations. While most of the changes involve reducing or eliminating previously required information
and disclosures, the rule does expand the disclosure requirements surrounding certain aspects of the various items in Regulation S-K discussed above. The
final rule was published in the Federal Register on January 11, 2021, is effective thirty days after its publication date, or February 10, 2021, and registrants
are required to comply with this final rule in the registrant’s first fiscal year ending on or after the date that is 210 days after the publication date. The
Company evaluated this SEC final rule, which was adopted and incorporated in this filing, and it did not have a material impact on this current SEC filing
nor is it expected to have a material impact on future SEC filings.
F- 13
Table of Contents
Recent Accounting Pronouncements Yet to be Adopted
To date, there have been no recent accounting pronouncement not yet effective that have significance, or potential significance, to our
Consolidated Financial Statements.
NOTE C—REVENUE RECOGNITION
Revenue from Contracts with Customers
The Company derives revenue from the manufacture and sale of fiber optic networking products. Revenue is recognized when obligations under
the terms of a contract with its customer are satisfied; generally this occurs with the transfer of control of products or services. Revenue is measured as the
amount of consideration the Company expects to receive in exchange for transferring products or providing services. Certain customers may receive cash
and/or non-cash incentives, which are accounted for as variable consideration. To achieve this core principle, the Company applies the following five steps:
1. Identify the contract with a customer
A contract with a customer exists when (i) the Company enters into an agreement with a customer that defines each party's rights regarding the
products or services to be transferred and identifies the payment terms related to these products or services, (ii) both parties to the contract are committed to
perform their respective obligations, (iii) the contract has commercial substance, and (iv) the Company determines that collection of substantially all
consideration for products or services that are transferred is probable based on the customer's intent and ability to pay the promised consideration. The
Company applies judgment in determining the customer's ability and intention to pay, which is based on a variety of factors including the customer's
payment history or, in the case of a new customer, published credit and financial information pertaining to the customer.
F- 14
Table of Contents
2. Identify the performance obligations in the contract
Performance obligations promised in a contract are identified based on the products or services that will be transferred to the customer that are
both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are
readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the products or services is
separately identifiable from other promises in the contract. To the extent a contract includes multiple promised products or services, the Company must
apply judgment to determine whether promised products or services are capable of being distinct and distinct in the context of the contract. If these criteria
are not met, the promised products or services are accounted for as a combined performance obligation. The Company has elected to account for shipping
and handling activities as a fulfillment cost as permitted by the standard.
3. Determine the transaction price
The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products or
services to the customer. To the extent the transaction price is variable, revenue is recognized at an amount equal to the consideration to which the
Company expects to be entitled. This estimate includes customer sales incentives which are accounted for as a reduction to revenue and estimated using
either the expected value method or the most likely amount method, depending on the nature of the program. The Company will adjust its consideration for
any rebates if it is more likely than not that the rebate conditions will be met.
4. Allocate the transaction price to performance obligations in the contract
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts
that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone
selling price basis unless a portion of the variable consideration related to the contract is allocated entirely to a performance obligation. The Company
determines standalone selling price based on the price at which the performance obligation is sold separately.
5. Recognize revenue when or as the Company satisfies a performance obligation
The Company generally satisfies performance obligations at a point in time. Revenue is recognized based on the transaction price at the time the
related performance obligation is satisfied by transferring a promised product or service to a customer.
Disaggregation of Revenue
Revenue is classified based on the location of where the product is manufactured. For additional information on the disaggregated revenues by
geographical region, see Note R, "Segments and Geographic Information.”
Revenue is also classified by major product category and is presented below (in thousands):
2021
% of
Revenue
$
Data Center
CATV
Telecom
FTTH
Other
Total Revenue
$
97,461
94,266
16,247
957
2,634
211,565
46.1% $
44.6%
7.7%
0.5%
1.2%
100.0% $
Years ended December 31,
% of
Revenue
73.9% $
16.2%
9.0%
0.0%
0.9%
100.0% $
2019
143,562
37,328
8,429
190
1,363
190,872
% of
Revenue
75.2%
19.6%
4.4%
0.1%
0.7%
100.0%
2020
173,437
37,944
21,092
110
2,040
234,623
F- 15
Table of Contents
NOTE D— LEASES
The Company leases space under non-cancellable operating leases for manufacturing facilities, research and development offices and certain
storage facilities and apartments. These leases do not contain contingent rent provisions. The Company also leases certain machinery, office equipment and
a vehicle under operating leases. Many of its leases include both lease (e.g. fixed payments including rent, taxes, and insurance costs) and non-lease
components (e.g. common-area or other maintenance costs) which are accounted for as a single lease component as the Company has elected the practical
expedient to group lease and non-lease components for all leases. Several of the leases include one or more options to renew which have been assessed and
either includes or excludes from the calculation of the lease liability of the ROU asset based on management’s intentions and individual fact patterns.
Several warehouses and apartments have non-cancellable lease terms of less than one-year and therefore, the Company has elected the practical expedient
to exclude these short-term leases from its ROU asset and lease liabilities.
As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, which is the rate incurred to
borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Based on the applicable
lease terms and current economic environment, the Company applies a location approach for determining the incremental borrowing rate.
The Components of lease expense were as follows for the periods indicated (in thousands):
Operating lease expense
Financing lease expense
Short Term lease expense
Total lease expense
Year ended
December 31,
2021
Year ended
December 31,
2020
$
$
1,230 $
32
19
1,281 $
1,206
32
130
1,368
Maturities of lease liabilities are as follows for the future one-year periods ending December 31, (in thousands):
2022
2023
2024
2025
2026
2027 and thereafter
Total lease payments
Less imputed interest
Present value
Operating
Financing
$
$
$
1,312 $
1,327
1,231
1,257
1,197
2,923
9,247 $
(996)
8,251 $
22
66
—
—
—
—
88
(6)
82
The weighted average remaining lease term and discount rate for operating leases were as follows for the periods indicated:
Weighted Average Remaining Lease Term (Years) - operating leases
Weighted Average Remaining Lease Term (Years) - financing leases
Weighted Average Discount Rate - operating leases
Weighted Average Discount Rate - financing leases
December 31,
2021
December 31,
2020
7.15
1.83
3.22%
5.00%
8.09
2.83
3.23%
5.00%
Supplemental cash flow information related to operating leases was as follows for the periods indicated (in thousands):
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
Operating cash flows from financing lease
Financing cash flows from financing lease
Right-of-use assets obtained in exchange for new operating lease liabilities
F- 16
Year ended
December 31,
2021
Year ended
December 31,
2020
1,287
5
18
124
1,351
5
17
712
Table of Contents
NOTE E—CASH, CASH EQUIVALENTS AND RESTRICTED CASH
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the statement of financial position that
sum to the total of the same such amounts in the statement of cash flows (in thousands):
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents and restricted cash shown in the statement of cash flows
December 31,
2021
December 31,
2020
$
$
34,656 $
6,480
41,136 $
43,425
6,689
50,114
Restricted cash includes guarantee deposits for customs duties, China government subsidy fund, and compensating balances associated with
certain credit facilities. As of December 31, 2021 and 2020, there was $3.0 million and $4.9 million of restricted cash required for bank acceptance notes
issued to vendors, respectively. There was $2.4 million and $0.5 million certificate of deposit associated with credit facilities with a bank in China as of
December 31, 2021 and 2020 respectively. There was $1.0 million guarantee deposits for customs duties as of December 31, 2021 and December 31, 2020.
NOTE F—EARNINGS PER SHARE
Basic net loss per share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted
net loss per share has been computed using the weighted-average number of shares of common stock and dilutive potential common shares from options
and restricted stock units outstanding during the period. In periods with net losses, normally dilutive shares become anti-dilutive. Therefore, basic and
dilutive earnings per share are the same.
The following table presents the computation of the basic and diluted net loss per share for the periods indicated (in thousands):
Numerator:
Net loss
Denominator:
Weighted average shares used to compute net loss per share
Basic
Effect of dilutive options and restricted stock units
Diluted
Net loss per share
Basic
Diluted
2021
Year ended December 31,
2020
2019
$
(54,162) $
(58,452) $
(66,049)
26,912
—
26,912
(2.01) $
(2.01) $
21,867
—
21,867
(2.67) $
(2.67) $
19,982
—
19,982
(3.31)
(3.31)
$
$
The following potentially dilutive securities were excluded from diluted net loss per share as their effect would have been antidilutive (in
thousands):
Employee stock options
Restricted stock units
Shares for convertible senior notes
Total antidilutive shares
F- 17
As of December 31,
2021
2020
3
3
4,587
4,593
19
5
4,587
4,611
Table of Contents
NOTE G—INVENTORIES
At December 31, 2021 and 2020, inventories consisted of the following (in thousands):
Raw materials
Work in process and sub-assemblies
Finished goods
Total inventory
As of December 31,
2021
2020
29,469 $
41,528
21,519
92,516 $
25,555
52,544
32,298
110,397
$
$
For the years ended December 31, 2021, 2020 and 2019, the lower of cost or market reserve adjustment expensed for inventory was $3.9 million,
$3.9 million, and $6.8 million, respectively. For the years December 31, 2021, 2020 and 2019, the direct inventory write-offs related to scrap, discontinued
products, and damaged inventories were $16.8 million, $20.4 million, and $13.4 million, respectively.
NOTE H—PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following for the periods indicated (in thousands):
Land improvements
Building and improvements
Machinery and equipment
Furniture and fixtures
Computer equipment and software
Transportation equipment
Less accumulated depreciation and amortization
Construction in progress
Land
Total property, plant and equipment, net
December 31, 2021
$
December 31,
2020
806
88,280
253,738
5,540
11,912
699
360,975
(142,434)
218,541
33,342
1,101
252,984
806 $
89,698
266,386
5,658
12,727
726
376,001
(167,772)
208,229
33,705
1,101
243,035 $
$
For the years ended December 31, 2021, 2020 and 2019, depreciation expense of property, plant and equipment was $24.8 million, $24.2 million,
and $23.5 million, respectively. For the years December 31, 2021, 2020 and 2019, the capitalized interest was $0.9 million, $0.4 million, and $0.2 million,
respectively.
As of December 31, 2021, the Company concluded that its continued loss history constitutes a triggering event as described in ASC 360-10-35-21,
Property, Plant, and Equipment. The Company performed a recoverability test and concluded that future undiscounted cash flows exceed the carrying
amount of the Company’s long-lived assets and therefore no impairment charge was recorded.
F- 18
Table of Contents
NOTE I—INTANGIBLE ASSETS
Intangible assets consisted of the following for the periods indicated (in thousands):
Patents
Trademarks
Total intangible assets
Patents
Trademarks
Total intangible assets
Gross
Amount
December 31, 2021
Accumulated
amortization
Intangible
assets, net
8,597 $
35
8,632 $
(4,779) $
(17) $
(4,796) $
3,818
18
3,836
Gross
Amount
December 31, 2020
Accumulated
amortization
Intangible
assets, net
8,158 $
21
8,179 $
(4,165) $
(15)
(4,180) $
3,993
6
3,999
$
$
$
$
For the years ended December 31, 2021, 2020 and 2019, amortization expense for intangible assets, included in general and administrative
expenses on the income statement, was $0.5 million each year. The remaining weighted average amortization period for intangible assets is approximately
six years.
At December 31, 2021, future amortization expense for intangible assets is estimated to be (in thousands):
2022
2023
2024
2025
2026
thereafter
$
$
584
584
584
584
584
916
3,836
NOTE J—FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents a summary of the Company’s financial instruments measured at fair value on a recurring basis as of December 31,
2021 (in thousands):
Assets:
Cash and cash equivalents
Restricted cash
Note receivable
Total assets
Liabilities:
Bank acceptance payable
Convertible senior notes
Total liabilities
Quoted prices
in active
markets for
identical
assets (Level
1)
Significant
other
observable
remaining unobservable
Significant
inputs (Level
2)
inputs (Level
3)
Total
34,656 $
6,480
—
41,136 $
— $
—
— $
— $
—
8,148
8,148 $
8,198
67,588
75,786 $
— $
—
—
— $
— $
—
— $
34,656
6,480
8,148
49,284
8,198
67,588
75,786
$
$
$
F- 19
Table of Contents
The following table presents a summary of the Company’s financial instruments measured at fair value on a recurring basis as of December 31,
2020 (in thousands):
Assets:
Cash and cash equivalents
Restricted cash
Note receivable
Total assets
Liabilities:
Bank acceptance payable
Convertible senior notes
Total liabilities
Quoted prices
in active
markets for
identical
assets (Level
1)
Significant
other
observable
remaining unobservable
Significant
inputs (Level
2)
inputs (Level
3)
Total
$
$
$
43,425 $
6,689
—
50,114 $
— $
—
401
401 $
— $
—
— $
15,860
70,225
86,085 $
— $
—
—
— $
— $
—
— $
43,425
6,689
401
50,515
15,860
70,225
86,085
NOTE K—NOTES PAYABLE AND LONG-TERM DEBT
Notes payable and long-term debt consisted of the following for the periods indicated (in thousands):
Revolving line of credit with a U.S. bank up to $20,000 with interest at LIBOR plus 1.5% , maturing April 2,
2021
Revolving line of credit with a U.S. bank up to $20,000 with interest at SOFR plus 1.56% , maturing April
15, 2023
Paycheck Protection Program Term Note with interest at fixed rate 1.0%, maturing April 16, 2022
Revolving line of credit with a Taiwan bank up to $3,436 with 2.2% interest, maturing January 31, 2021
Notes payable to a finance company due in monthly installments with 3.5% interest, maturing January 21,
2022
Notes payable to a finance company due in monthly installments with 3.1% interest, maturing January 21,
2022
Revolving line of credit with a China bank up to $8,917 with interest ranging from 4.5%, maturing October
15, 2021
Revolving line of credit with a China bank up to $25,449 with interest from 3.01% to 4.57%, maturing May
24, 2024
Credit facility with a China bank up to $14,125 with interest of 3.5%, maturing January 1, 2024
Credit facility with a China bank up to $7,167 with interest of 5.7%, maturing from June 20, 2022
Sub-total
Less debt issuance costs, net
Grand total
Less current portion
Non-current portion
Bank Acceptance Notes Payable
Bank acceptance notes issued to vendors with a zero percent interest rate
$
$
$
December 31,
2021
December 31,
2020
— $
18,700
14,373
—
—
—
170
—
19,595
13,044
7,529
54,711
(22)
54,689
(49,689)
5,000 $
—
6,229
1,756
1,941
2,149
2,299
11,603
—
7,510
52,187
(18)
52,169
(38,265)
13,904
8,198 $
15,860
The current portion of long-term debt is the amount payable within one year of the balance sheet date of December 31, 2021.
F- 20
Table of Contents
Maturities of notes payable and long-term debt are as follows for the future years ending December 31 (in thousands):
2022
2023
Total outstanding
$
$
49,689
5,000
54,689
On September 28, 2017, the Company entered into a Loan Agreement (“Loan Agreement”), a Promissory Note, an Addendum to the Promissory
Note, a Security Agreement, a Trademark Security Agreement, and a Patent Security Agreement (together the “Credit Facility”) with Truist Bank (which
acquired Branch Banking and Trust Company or BB&T in connection with a merger in December 2019). The Company’s obligations under the Credit
Facility are secured by the Company’s accounts receivable, inventory, intellectual property, and all business assets with the exception of real estate and
equipment.
On September 30, 2019, the Company executed a Fourth Amendment to Loan Agreement (the “Fourth Amendment”) with Truist Bank. Under
the terms of the Fourth Amendment (i) the maximum commitment under the line of credit was reduced from $25,000,000 to $20,000,000; (ii) the maturity
date of the line of credit was extended to April 2, 2021; (iii) pricing of the unused line fee was adjusted to 0.30% per annum; and (iv) the Fourth
Amendment established the requirement that if, at any time during any reporting period and pursuant to the most recent loan base report received by Truist
Bank, the principal balance outstanding under the line of credit exceeds the lesser of the approved maximum amount of the line of credit commitment
amount or the collateral loan value reduced by the reserves, the Company shall immediately prepay the line of credit to the extent necessary to eliminate
such excess. Such reserves shall, at any time that the fixed charge coverage ratio for the loan is less than 1.5 to 1.0, tested for the period of twelve months
ended on the applicable covenant measurement date, equal to an amount equal to seventy-five percent (75%) of the lesser of the line of credit commitment
amount or collateral loan value reduced by the sum of (i) the principal balance outstanding under the line of credit, (ii) the letter of credit exposure reserve,
and (iii) the availability reserve as determined by Truist Bank from the most recent loan base report and otherwise in the sole discretion of Truist Bank after
consideration of collections.
On April 5, 2021, the Company executed a Fifth Amendment to the Loan Agreement (the "Fifth Amendment") and a Fourth Amendment to a
Security Agreement, a Note Modification Agreement, and an Addendum to a Promissory Note (together with the Fifth Amendment, the “Fifth Amended
Credit Facility”) with Truist Bank. The Amended Credit Facility renews the $20 million line of credit with Truist Bank originally entered into on
September 28, 2017. Under the terms of the Fifth Amended Credit Facility, the maturity date of the line of credit is extended from April 2, 2021 to
October 15, 2022. Borrowings will bear interest at a rate equal to LIBOR plus 1.5%, with a LIBOR floor of 0.75%.
On December 29, 2021, the Company executed a Sixth Amendment to the Loan Agreement (the "Sixth Amendment") and a Fifth Amendment to
Security Agreement, a Note Modification Agreement, and an Addendum to Promissory Note (together the "Sixth Amended Credit Facility") with Truist
Bank. The Sixth Amended Credit Facility extends the $20 million line of credit, originally entered into on September 28, 2017, until April 15, 2023.
Borrowings will bear interest at a rate equal to the Secured Overnight Financing Rate (SOFR) plus 1.56%, with a SOFR floor of 0.75%. As of December
31, 2021, the Company had $14.4 million outstanding and was in compliance with all covenants under the Sixth Amended Credit Facility.
On April 17, 2020, the Company entered into a term note ("PPP Term Note") with Truist Bank, with a principal amount of $6.23 million pursuant
to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP loan is
evidenced by a promissory note. The PPP Term Note bears interest at a fixed annual rate of 1.00%, with the first six months of interest deferred. Beginning
in November 2020, the Company is required to make 18 equal monthly payments of principal and interest with the final payment due in April 2022. The
PPP Term Note may be accelerated upon the occurrence of an event of default. The PPP Term Note is unsecured and guaranteed by the United States
Small Business Administration ("SBA"). On June 14, 2021, the Company received notification from Truist Bank that the SBA approved the Company's
application for forgiveness of the entire principal amount of the PPP Term Note, plus all accrued interest. The forgiveness of the PPP Term Note has been
recognized as other income for the year ended December 31, 2021.
F- 21
Table of Contents
On September 15, 2020, Prime World entered into an Amendment to the Finance Lease Agreements dated November 29, 2018 and January 21,
2019 (the “Amendment”) with Chailease Finance Co., Ltd. (“Chailease”). The Amendment amends the Finance Lease Agreements, dated November 29,
2018 and January 21, 2019 (hereafter collectively referred to as the “Original Finance Agreements”). Pursuant to the Amendment, Prime World agrees to
pay Chailease NT$22,311,381, or approximately $0.8 million for certain leased equipment listed in the Amendment (the “Leased Equipment”). This
payment will include all outstanding lease payments, costs and expenses; simultaneously, Chailease agrees to transfer title of such Leased Equipment back
to Prime World. Regarding all other equipment contemplated in the Original Finance Agreements but not listed in the Amendment, pursuant to the terms
and conditions made under the Original Finance Agreements, Prime World is obligated to pay Chailease monthly lease payments which
total NT$159,027,448, or approximately $5.5 million (the “Lease Payments”). The Lease Payments will begin on September 21, 2020 with the last lease
payment due on January 21, 2022, title of all other equipment contemplated under the Original Finance Agreements but not listed in the Amendment will
transfer to Prime World upon completion of the lease payments and expiration of the Original Finance Agreements. As of December 31, 2021, the
Company has fully repaid the November 29, 2018 Finance Lease Agreement, and the Company had $0.2 million outstanding under the January 21,
2019 Finance Lease Agreement.
On October 7, 2020, Prime World entered into a revolving credit facility totaling NT$100 million, or approximately $3.44 million
(the “NT$100M Credit Line”) and a $1 million USD credit line (the “US$1M Credit Line”) with Taishin International Bank in Taiwan ("Taishin").
Borrowing under the NT$100M Credit Line will be used for short-term working capital; borrowing under the US$1M Credit Line will be strictly used for
spot transactions in the foreign exchange market. The NT$100M Credit Line and the US$1M Credit Line are collectively referred to as the “Taishin Credit
Facility”. On January 14, 2021, the NT$100M Credit Line with Taishin was extended for three (3) months until April 14, 2021. Prime World may draw
upon the Taishin Credit Facility from October 7, 2020 through April 14, 2021. The term of each draw under the NT$100M Credit Line shall be
either 90 or 120 days and will bear interest at a rate of 2.15% for each draw; borrowings under the US$1M Credit Line will bear interest equal to Taishin’s
foreign exchange rate effective on the day of the applicable draw. At the end of the draw term Prime World will make payment for all principal and accrued
interest. Prime World’s obligations under the Taishin Credit Facility will be secured by a promissory note between Prime World and Taishin. As of
December 31, 2021, the Company has fully repaid the Taishin Credit Facility.
On April 19, 2019, the Company’s China subsidiary, Global, entered into a twelve (12) month revolving line of credit agreement, totaling
60,000,000 RMB, or approximately $8.9 million, (the “China Merchants Credit Line”), with China Merchants Bank Co., Ltd., in Ningbo, China (“China
Merchants”). The China Merchants Credit Line will be used by Global for general corporate purposes, including the issuance of bank acceptance notes to
Global’s vendors. On April 14, 2020, the China Merchants Credit Line was extended for twelve (12) months. Global may draw upon the China Merchants
Credit Line from April 19, 2019 until October 14, 2020 (the “Credit Period”). During the Credit Period, Global may request to draw upon the China
Merchants Credit Line on an as-needed basis; however, the amount of available credit under the China Merchants Credit Line and the approval of each
draw may be reduced or declined by China Merchants due to changes in Chinese government regulations and/or changes in Global’s financial and
operational condition at the time of each requested draw. Each draw will bear interest equal to China Merchants’ commercial banking interest rate effective
on the day of the applicable draw. Global’s obligations under the China Merchants Credit Line are unsecured. The China Merchants Credit Line has been
replaced by the Replacement China Merchants Credit Line on October 19, 2020.
F- 22
Table of Contents
On May 24, 2019, the Company’s China subsidiary, Global, entered into a five-year revolving credit line agreement, totaling 180,000,000 RMB
(the “SPD Credit Line”), or approximately $25.4 million, and a mortgage security agreement, with Shanghai Pudong Development Bank Co., Ltd ("SPD").
Borrowing under the SPD Credit Line will be used for general corporate and capital investment purposes, including the issuance of bank acceptance notes
to Global’s vendors. The total SPD Credit Line of 180 million RMB is inclusive of all credit facilities previously entered into with SPD including: a 30
million RMB credit facility entered into on May 7, 2019; and a 9.9 million RMB credit facility entered into on April 30, 2019. Global may draw upon the
SPD Credit Line on an as-needed basis at any time during the 5-year term; however, draws under the SPD Credit Line may become due and repayable to
SPD at SPD’s discretion due to changes in Chinese government regulations and/or changes in Global’s financial and operational condition. Each draw will
bear interest equal to SPD’s commercial banking interest rate effective on the day of the applicable draw. Global’s obligations under the SPD Credit Line
will be secured by real property owned by Global and mortgaged to the Bank under the terms of the mortgage security agreement. As of December 31,
2021, $19.6 million was outstanding under the SPD Credit Line and the outstanding balance of bank acceptance notes issued to vendors was $5.4 million.
On June 21, 2019, the Company’s China subsidiary, Global, entered into an 18 month credit facility totaling 100,000,000 RMB
(the “¥100M Credit Facility”), or approximately $14.1 million, with China Zheshang Bank Co., Ltd., in Ningbo City, China (“CZB”). Borrowing under
the ¥100M Credit Facility will be used by Global for general corporate purposes. On January 6, 2021, the ¥100M Credit Facility with CZB was extended
for three (3 ) years until January 5, 2024. Global may draw upon the ¥100M Credit Facility from June 21, 2019 until January 5, 2024 (the “¥100M Credit
Period”). During the ¥100M Credit Period, Global may request to draw upon the ¥100M Credit Facility on an as-needed basis; however, draws under
the ¥100M Credit Facility may become due and repayable to CZB at CZB’s discretion due to changes in Chinese government regulations and/or changes
in Global’s financial and operational condition. Each draw will bear interest equal to CZB’s commercial banking interest rate effective on the day of the
applicable draw. Global’s obligations under the ¥100M Credit Facility will be secured by real property owned by Global and mortgaged to CZB under the
terms of the Real Estate Security Agreement. The agreements for the ¥100M Credit Facility and the Real Estate Security Agreement also contain rights and
obligations, representations and warranties, and events of default applicable to the Company that are customary for agreements of this type. As of
December 31, 2021, $13.0 million was outstanding under the ¥100M Credit Facility and the outstanding balance of bank acceptance notes issued to
vendors was $2.7 million.
On June 21, 2019, the Company’s China subsidiary, Global, entered into a three-year credit facility totaling 50,000,000 RMB (the “¥50M Credit
Facility”), or approximately $7.1 million, with CZB. Borrowing under the ¥50M Credit Facility will be used by Global for general corporate
purposes. Global may draw upon the ¥50M Credit Facility from June 21, 2019 until June 20, 2022 (the “¥50M Credit Period”). During the ¥50M Credit
Period, Global may request to draw upon the ¥50M Credit Facility on an as-needed basis; however, draws under the ¥50M Credit Facility may become
due and repayable to CZB at CZB’s discretion due to changes in Chinese government regulations and/or changes in Global’s financial and operational
condition. Each draw will bear interest equal to CZB’s commercial banking interest rate effective on the day of the applicable draw. Global’s obligations
under the ¥50M Credit Facility will be secured by machinery and equipment owned by Global and mortgaged to CZB under the terms of the Machinery
and Equipment Security Agreement. As of December 31, 2021, $7.5 million was outstanding under the ¥50M Credit Facility.
On October 19, 2020, the Company’s China subsidiary, Global entered into a new twelve (12) month revolving line of credit agreement,
totaling 60,000,000 RMB, or approximately $8.9 million (the “Replacement China Merchants Credit Line”), with China Merchants, to replace the original
China Merchants Credit Line. The Replacement China Merchants Credit Line will be used by Global for general corporate purposes. Global may draw
upon the Replacement China Merchants Credit Line during the period from October 16, 2020 until October 15, 2021. During such period, Global
may request to draw upon the Replacement China Merchants Credit Line on an as-needed basis; however, the amount of available credit under the
Replacement China Merchants Credit Line and the approval of each draw may be reduced or declined by China Merchants due to changes in Chinese
government regulations and/or changes in Global’s financial and operational condition at the time of each requested draw. Each draw will bear interest
equal to the China Merchants’ commercial banking interest rate effective on the day of the applicable draw. Global’s obligations under the Replacement
China Merchants Credit Line is unsecured. As of December 31, 2021, there was no outstanding amount under the Replacement China Merchants Credit
Line and the outstanding balance of bank acceptance notes issued to vendors was $0.1 million.
As of December 31, 2021 and 2020, the Company had $7.4 million and $28.7 million of unused borrowing capacity, respectively.
As of December 31, 2021 and 2020, there was each $5.4 million restricted cash, investments or security deposit associated mainly with the loan
facilities, respectively.
F- 23
Table of Contents
NOTE L—CONVERTIBLE SENIOR NOTES
On March 5, 2019, the Company issued $80.5 million of 5% convertible senior notes due 2024 (the “Notes”). The Notes were issued pursuant to
an indenture, dated as of March 5, 2019 (the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee, paying agent, and
conversion agent (the “Trustee”). The Notes bear interest at a rate of 5.00% per year, payable in cash semi-annually in arrears on March 15 and
September 15 of each year, beginning on September 15, 2019. The Notes will mature on March 15, 2024, unless earlier repurchased, redeemed or
converted in accordance with their terms.
The sale of the Notes generated net proceeds of $76.4 million, after deducting the Initial Purchasers’ discounts and offering expenses payable by
the Company. The Company used approximately $37.8 million of the net proceeds from the offering to fully repay the CapEx Loan and Term Loan with
BB&T and the remainder will be used for general corporate purposes.
The following table presents the carrying value of the Notes for the periods indicated (in thousands):
Principal
Unamortized debt issuance costs
Net carrying amount
December 31,
2021
$
$
80,500
(1,820)
78,680
The Notes are convertible at the option of holders of the Notes at any time until the close of business on the scheduled trading day immediately
preceding the maturity date. Upon conversion, holders of the Notes will receive shares of the Company’s common stock, together, if applicable, with cash
in lieu of any fractional share, at the then-applicable conversion rate. The initial conversion rate is 56.9801 shares of the Company’s common stock per
$1,000 principal amount of Notes (representing an initial conversion price of approximately $17.55 per share of common stock, which represents an initial
conversion premium of approximately 30% above the closing price of $13.50 per share of the Company’s common stock on February 28, 2019), subject to
customary adjustments. If a make-whole fundamental change (as defined in the Indenture) occurs, and in connection with certain other conversions before
March 15, 2022, the Company will in certain circumstances increase the conversion rate for a specified period of time.
Initially there are no guarantors of the Notes, but the Notes will be fully and unconditionally guaranteed, on a senior, unsecured basis by certain of
the Company’s future domestic subsidiaries. The Notes are the Company’s senior, unsecured obligations and are equal in right of payment with existing
and future senior, unsecured indebtedness, senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to
the Notes and effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that
indebtedness. The Note Guarantee (as defined in the Indenture) of each future guarantor, if any, will be such guarantor’s senior, unsecured obligations and
are equal in right of payment with existing and future senior, unsecured indebtedness, senior in right of payment to such future guarantor’s existing and
future indebtedness that is expressly subordinated to the Notes and effectively subordinated to such future guarantor’s existing and future secured
indebtedness, to the extent of the value of the collateral securing that indebtedness.
Holders may require the Company to repurchase their Notes upon the occurrence of a fundamental change (as defined in the Indenture) at a cash
purchase price equal to the principal amount thereof plus accrued and unpaid interest, if any.
The Company may not redeem the Notes prior to March 15, 2022. On or after March 15, 2022, the Company may redeem for cash all or part of
the Notes if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading
days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the
Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such redemption notice. The
redemption price is equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption
date. In addition, calling any Note for redemption will constitute a “make-whole fundamental change” with respect to that Note, in which case the
conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.
The Indenture contains covenants that limit the Company’s ability and the ability of our subsidiaries to, among other things: (i) incur or guarantee
additional indebtedness or issue disqualified stock; and (ii) create or incur liens.
Pursuant to the guidance in ASC 815-40, Contracts in Entity’s Own Equity, the Company evaluated whether the conversion feature of the note
needed to be bifurcated from the host instrument as a freestanding financial instrument. Under ASC 815-40, to qualify for equity classification (or non-
bifurcation, if embedded) the instrument (or embedded feature) must be both (1) indexed to the issuer’s own stock and (2) meet the requirements of the
equity classification guidance. Based upon the Company’s analysis, it was determined the conversion option is indexed to its own stock and also met all the
criteria for equity classification contained in ASC 815-40-25-7 and 815-40-25-10. Accordingly, the conversion option is not required to be bifurcated from
the host instrument as a freestanding financial instrument. Since the conversion feature meets the equity scope exception from derivative accounting, the
Company then evaluated whether the conversion feature needed to be separately accounted for as an equity component under ASC 470-20, Debt with
Conversion and Other Options. The Company determined that notes should be accounted for in their entirety as a liability.
The Company incurred approximately $4.1 million in transaction costs in connection with the issuance of the Notes. These costs were recognized
as a reduction of the carrying amount of the Notes utilizing the effective interest method and are being amortized over the term of the notes.
F- 24
Table of Contents
The following table sets forth interest expense information related to the Notes (in thousands):
Contractual interest expense
Amortization of debt issuance costs
Total interest cost
Effective interest rate
$
$
NOTE M—ACCRUED LIABILITIES
Accrued liabilities consisted of the following for the periods indicated (in thousands):
Accrued payroll
Accrued employee benefits
Accrued state and local taxes
Accrued interest
Advance payments
Accrued product warranty
Accrued commission expenses
Accrued professional fees
Accrued shipping and tariff expenses
Accrued other
Total accrued liabilities
Year ended December 31,
2020
2021
$
4,025
826
4,851
$
5.1%
4,025
831
4,856
5.1%
December 31, 2021
$
December 31,
2020
6,516 $
3,471
1,897
1,475
195
263
1,003
346
33
388
15,587 $
$
NOTE N—OTHER INCOME AND EXPENSE
Other income and expense consisted of the following for the periods indicated (in thousands):
Foreign exchange transaction gain
Government subsidy income
Other non-operating gain
Loan forgiveness
Gain (loss) on disposal of assets
Total other income, net
NOTE O—INCOME TAXES
2021
Year ended December 31,
2020
2019
$
$
454 $
1,345
129
6,229
(1)
8,156 $
1 $
2,708
304
—
(15)
2,998 $
The sources of the Company’s loss from operations before income taxes were as follows (in thousands):
Domestic
Foreign
Total loss before income taxes
2021
Years ended December 31,
2020
2019
$
$
(21,229) $
(32,931)
(54,160) $
(20,288)
(30,936)
(51,224)
(35,279)
(16,108)
(51,387)
F- 25
10,517
3,057
251
1,256
303
703
974
377
526
547
18,511
20
1,614
219
—
(13)
1,840
Table of Contents
The provision for income tax expense (benefit) for the years ended December 31, was as follows (in thousands):
Current:
Federal
State
Foreign
Total
Deferred:
Federal
State
Foreign
Total
Income tax (benefit) expense
2021
2020
2019
— $
2
—
2 $
— $
—
—
— $
2 $
41 $
2
—
43 $
(172) $
—
7,357
7,185 $
7,228 $
—
16
97
113
16,375
1,716
(3,542)
14,549
14,662
$
$
$
$
$
Deferred income tax assets and liabilities result principally from net operating losses, different methods of recognizing depreciation, reserves for
doubtful accounts and inventory, research and development credits and foreign tax credits. At December 31, the net deferred tax assets and liabilities are
comprised of the following approximate amounts (in thousands):
NOL carryforward
Inventory reserves
Unrealized gains and losses
Share-based compensation
Foreign tax credit
Research and development credits
Interest
ASC 842 Assets
Other
Deferred tax assets
Less valuation allowance
Deferred tax assets, net
Depreciation and amortization
ASC 842 Liabilities
Deferred tax liabilities
Deferred tax assets, net
2021
2020
44,448 $
2,872
69
645
4,599
9,879
2,840
1,740
728
67,820
(57,721)
10,099
(8,600)
(1,499)
(10,099)
— $
31,526
2,241
59
618
4,599
9,008
1,784
1,671
784
52,290
(43,462)
8,828
(7,402)
(1,426)
(8,828)
—
$
$
The Company has a U.S. net operating loss carry forward of approximately $104.8 million, $32.7 million of which, if unused, expires between
2026 and 2032 and $72.1 million of which, can be carried forward indefinitely. The Company has U.S. and state research and development tax credits of
$9.9 million, which, if unused, expire between 2028 and 2041. In addition, the Company has foreign tax credits of $4.6 million, which, if unused, will
expire in 2028. Utilization of U.S. net operating losses and tax credit carry forwards are subject to an annual limitation due to the ownership change
limitations set forth in Internal Revenue Code Section 382. As of December 31, 2021, the Company had Taiwan net operating loss carry forwards of
approximately $71.5 million and China net operating loss carry forwards of approximately $48.1 million. The carryforward period for the Taiwan net
operating loss carry forwards is ten years, and the expiration period begins 2028. The carryforward period for China net operating loss carry forwards is
five years, and the expiration period begins 2024.
Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit
use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year
period ended December 31, 2021. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future
growth.
On the basis of this evaluation, as of December 31, 2021 and December 31, 2020, a valuation allowance of $57.7 million and $43.5 million,
respectively, has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. During the years ended
December 31, 2021 and 2020, the valuation allowance increased by $14.3 million and $17.7 million, respectively, primarily due to an increase in deferred
tax assets with a full valuation allowance and recording a valuation allowance in certain jurisdictions. The amount of the deferred tax asset considered
realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative
evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.
F- 26
Table of Contents
The following table shows the change in the deferred tax valuation as follows:
Beginning Balance, January 1
Change charged to expense/(income)
Change charged to currency translation adjustment
Ending Balance, December 31
$
$
2021
2020
2019
43,462 $
13,822
437
57,721 $
25,736 $
17,137
589
43,462 $
—
25,736
—
25,736
A reconciliation of the U.S. federal income tax rate of 21% for the years ended December 31, 2021, 2020 and 2019, respectively, to the
Company’s effective income tax rate follows (in thousands):
Expected taxes at statutory rate
PPP loan forgiveness
Non-deductible/non-taxable items
Foreign rate differences
Foreign permanent differences
Changes in valuation allowance
Share-based compensation
Research and development credits
Alternative Minimum Tax
Foreign other
Other, net
Tax (benefit) expense
$
$
2021
2020
2019
(11,374) $
(1,308)
897
107
(1,320)
13,822
468
(872)
—
—
(418)
2 $
(10,775) $
—
1,132
1,153
(1,002)
17,137
426
(744)
(172)
12
61
7,228 $
(10,791)
—
962
590
(671)
25,736
607
(1,616)
—
27
(182)
14,662
The Company's provision for income taxes in 2021 was lower than 2020 primarily due to the change of the valuation allowance on the deferred
tax assets.
The Company's provision for income taxes in 2020 was lower than 2019 due to the recognition of a valuation allowance on the deferred tax assets,
along with excess tax expense from stock-based compensation, partially offset by differences in pre-tax income and recording research and development
credits.
The Company’s wholly owned subsidiary, Prime World is a tax-exempt entity under the Income Tax Code of the British Virgin Islands.
The Company’s wholly owned subsidiary, Global Technology, Inc., has enjoyed preferential tax concessions in China as a national high-tech
enterprise. In March 2007, China’s parliament enacted the PRC Enterprise Income Tax Law, or the EIT Law, under which, effective January 1, 2008, China
adopted a uniform income tax rate of 25% for all enterprises including foreign invested enterprises. Global Technology, Inc. was recognized as a National
high-tech enterprise in 2008 and was entitled to a 15% tax rate for a three year period from November 2008 to November 2011. In 2011, 2014, and 2017,
Global Technology, Inc. renewed its National high-tech enterprise certificate and therefore extended its three-year tax preferential status through November
2020. In December 2020, Global Technology, Inc. again renewed its National high-tech enterprise certificate and therefore extended its three-year tax
preferential status from December 2020 until December 2023. This tax holiday reduced its 2021, 2020 and 2019 income tax provision by approximately
$0.0 million, $1.4 million, and $1.0 million, respectively. This tax holiday reduced its fiscal 2021, 2020, and 2019 diluted earnings per share by
approximately $0.00, $0.05, and $0.05 respectively. Effective January 1, 2016, China expanded the scope of the National high-tech enterprise to include
additional deductions for qualifying research and development.
As of December 31, 2021, 2020 and 2019, the total amount of unrecognized tax benefit was $0.2 million, $0.2 million, and $0.2 million,
respectively. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands):
Unrecognized tax benefits — January 1
Gross increases — tax positions in prior period
Gross decreases — tax positions in prior period
Unrecognized tax benefits — December 31
2021
2020
2019
181 $
—
—
181 $
181 $
—
—
181 $
181
—
—
181
$
$
F- 27
Table of Contents
The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. Related to the unrecognized
tax benefits noted above, it has not accrued penalties or interest during 2021 as a result of net operating losses. During 2020 or 2019, the Company also
accrued no penalties or interest.
The Company is subject to taxation in the United States and various states and foreign jurisdictions. The Company’s open tax years subject to
examination in the U.S. federal and state jurisdictions are 2018 through 2020. To the extent allowed by law, the taxing authorities may have the right to
examine prior periods where net operating losses or tax credits were generated and carried forward, and make adjustments up to the amount of the net
operating loss or tax credit carryforward. The Company is subject to examination for tax years 2011 forward for various foreign jurisdictions.
The U.S. Tax Act significantly changed how the U.S. taxes corporations. The U.S. Tax Act requires complex computations to be performed that
were not previously required by U.S. tax law, significant judgments to be made in interpretation of the provisions of the U.S. Tax Act, significant estimates
in calculations, and the preparation and analysis of information not previously relevant or regularly produced. The U.S. Treasury Department, the IRS, and
other standard-setting bodies will continue to interpret or issue guidance on how provisions of the U.S. Tax Act will be applied or otherwise administered.
As future guidance is issued, the Company may make adjustments to amounts that we have previously recorded that may materially impact our provision
for income taxes in the period in which the adjustments are made.
In response to the COVID-19 pandemic, the CARES Act was signed into law on March 27, 2020. The CARES Act, among other things, includes
tax provisions relating to refundable payroll tax credits, deferment of employer social security payments, net operating loss utilization and carryback
periods, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property
(“QIP”). On December 27, 2020, the Taxpayer Certainty and Disaster Tax Relief Act of 2020 was enacted as part of the Consolidated Appropriations Act,
2021, followed by the American Rescue Plan Act on March 1, 2021. These recent laws, among many other provisions, expand and extend the Paycheck
Protection Program (“PPP”), refundable employee retention tax credits previously made available under the CARES Act and allow a full deduction for
business meals for the 2021 and 2022 tax years. During 2021, the Company recognized a tax benefit of $1.3 million on the non-taxable forgiveness of the
PPP loan (see also Note K). However, the legislation had no material impact to income tax expense on the Company’s financial statements as a result of our
valuation allowance.
As of December 31, 2021, the Company does not have any accumulated undistributed earnings generated by foreign subsidiaries. The Company
expects any earnings of foreign subsidiaries to be indefinitely invested outside the United States on the basis of estimates that future domestic cash
generation will be sufficient to meet future domestic cash needs.
F- 28
Table of Contents
NOTE P—SHARE-BASED COMPENSATION
Equity Plans
The Company’s board of directors and stockholders approved the following equity plans:
‑
‑
‑
the 2006 Share Incentive Plan
the 2013 Equity Incentive Plan (“2013 Plan”)
the 2021 Equity Incentive Plan (“2021 Plan”)
The Company issued stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) to employees, consultants and non-
employee directors. Stock option awards generally vest over a four year period and have a maximum term of ten years. Stock options under these plans
have been granted with an exercise price equal to the fair market value on the date of the grant. Nonqualified and Incentive Stock Options, RSAs and RSUs
may be granted from these plans. Prior to the Company’s initial public offering in September 2013, the fair market value of the Company’s stock had been
historically determined by the board of directors and from time to time with the assistance of third party valuation specialists.
Stock Options
Options have been granted to the Company’s employees under the five incentive plans and generally become exercisable as to 25% of the shares
on the first anniversary date following the date of grant and semi-annually thereafter. All options expire ten years after the date of grant.
The following is a summary of option activity (in thousands, except per share data):
Weighted
Average
Exercise
Price
Number of
shares
Weighted
Average
Weighted
Average
Share Price Weighted Remaining Aggregate
Intrinsic
Value
Contractual
Life
Average
Fair Value
on Date of
Exercise
Outstanding, January 1, 2021
Exercised
Forfeited
Outstanding, December 31, 2021
Exercisable, December 31, 2021
Vested and expected to vest
(in thousands, except price data)
$
9.64
276 $
(2)
(4)
270
270
270
10.29
6.00 $
10.46
10.32
10.32
10.32
5.41
0.40
5.64
5.44
5.44
5.44
2.67 $
1.69
1.69
1.69
54
7
—
—
—
—
As of December 31, 2021, there was no unrecognized stock option expense.
F- 29
Table of Contents
Restricted Stock Unit/Awards
The following is a summary of RSU/RSA activity (in thousands, except per share data):
Number of
shares
Weighted
Average Share Weighted Aggregate
Intrinsic
Price on Date Average Fair
Value
of Release
Value
Outstanding at January 1, 2021
Granted
Released
Cancelled/Forfeited
Outstanding, December 31, 2021
Vested and expected to vest
(in thousands, except price data)
$
8.28
14.97 $
10.12
15.21
12.28
11.15
11.15
11,279
16,016
6,411
583
11,156
11,156
1,325
1,733
(775) $
(113)
2,170
2,170
As of December 31, 2021, there was $20.9 million of unrecognized compensation expense related to these RSUs and RSAs. This expense is
expected to be recognized over 2.52 years.
Performance Based Incentive Plan
In June 2021, the Company approved to grant performance stock units (“PSUs”) to senior executives as a part of our long-term equity
compensation program. The number of shares of common stock that will ultimately be issued to settle PSUs granted ranges from 0% to 200% of the
number granted and is determined based on certain performance criteria over a three-year measurement period. The performance criteria for the PSUs are
based on a combination of the performance of our stock price and the Total Shareholder Return (“TSR”) for the performance period compared with the
TSR of certain peer companies or index for the performance period. PSUs granted vest 100% on the third anniversary of their grant, assuming achievement
of the applicable performance criteria. We estimated the fair value of the PSUs using a Monte Carlo simulation model on the date of grant. Compensation
expense is recognized ratably over the explicit service period.
Share-Based Compensation
The Company recognizes compensation expense on a straight-line basis over the applicable vesting term of the award and expense is adjusted as
forfeitures occur.
In 2014, the Company ceased issuing stock options and began issuing RSUs and RSAs as share-based compensation to employees. The Company
estimates the fair value of RSUs and RSAs at the fair market value on the grant date.
Employee share-based compensation expenses recognized for the years ended December 31, were as follows (in thousands):
Share-Based compensation - by expense type:
Cost of goods sold
Research and development
Sales and marketing
General and administrative
Total share-based compensation expense
2021
2020
2019
885 $
2,173
1,115
7,948
12,121 $
937 $
2,812
1,191
8,106
13,046 $
772
2,557
1,070
7,405
11,804
$
$
F- 30
Table of Contents
NOTE Q—STOCKHOLDERS’ EQUITY
Common Stock
The Company’s Amended and Restated Certificate of Incorporation authorizes the issuance of up to 45,000,000 shares of common stock, all of
which have been designated voting common stock.
Preferred Stock
The Company’s Amended and Restated Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock.
Public Offerings of Common Stock
On October 24, 2019, the Company filed a Registration Statement on Form S-3 with the Securities and Exchange Commission effective January 9,
2020, providing for the public offer and sale of certain securities of the Company from time to time, at its discretion, up to an aggregate amount of $250
million. In connection with such Form S-3, on February 28, 2020, the Company entered into an Equity Distribution Agreement with Raymond James &
Associates, Inc. pursuant to which the Company may issue and sell shares of the Company’s stock having an aggregate offering price of up to $55.0 million
(the “Initial ATM Offering”) from time to time through Raymond James & Associates, Inc. The Company completed its Initial ATM Offering in January
2021 and sold 5.9 million shares of common stock at a weighted average price of $9.12 per share, providing proceeds of $53.9 million, net of expenses and
underwriting discounts and commissions. On February 26, 2021, the Company entered into another Equity Distribution Agreement with Raymond James &
Associates, Inc. pursuant to which the Company may issue and sell shares of the Company’s stock having an aggregate offering price of up to $35 million
(the “Second ATM Offering”) from time to time through the Raymond James & Associates, Inc. As of December 31, 2021, the Company sold 0.1 million
shares of common stock under the Second ATM Offering at a weighted average price of $9.08 per share, providing proceeds of $1.0 million, net of
expenses and underwriting discounts and commissions.
NOTE R—SEGMENT AND GEOGRAPHIC INFORMATION
The Company operates in one reportable segment. The Company’s Chief Executive Officer, who is considered to be the chief operating decision
maker, manages the Company’s operations as a whole and reviews financial information presented on a consolidated basis, accompanied by information
about product revenue, for purposes of evaluating financial performance and allocating resources.
The following tables set forth the Company’s revenue and asset information by geographic region. Revenue is classified based on the location of
where the product is manufactured. Long-lived assets in the tables below comprise only property, plant, equipment and intangible assets (in thousands):
Revenues:
United States
Taiwan
China
Long-lived assets:
United States
Taiwan
China
2021
Year ended December 31,
2020
2019
14,633 $
99,201
97,731
211,565 $
18,380 $
131,076
85,167
234,623 $
9,795
97,776
83,301
190,872
2021
As of December 31,
2020
2019
87,709 $
63,644
108,509
259,862 $
90,999 $
71,080
108,575
270,654 $
94,507
73,816
97,687
266,010
$
$
$
$
The Company serves four primary markets, the internet data center, CATV, telecom and FTTH markets. Of the Company’s total revenues in 2021,
the Company earned $97.5 million, or 46.1%, from the internet data center market, $94.3 million, or 44.6%, from the CATV market, $16.2 million, or
7.7%, from the telecom market and $1.0 million, or 0.5%, from the FTTH market. Of the Company’s total revenues in 2020, the Company earned $173.4
million, or 73.9%, from the internet data center market, $37.9 million, or 16.2%, from the CATV market, $21.1 million, or 9.0%, from the telecom market
and $0.1 million, or 0.0%, from the FTTH market. Of the Company’s total revenues in 2019, the Company earned $143.6 million, or 75.2%, from the
internet data center market, $37.3 million, or 19.6%, from the CATV market, $8.4 million, or 4.4%, from the telecom market and $0.2 million, or 0.1%,
from the FTTH market.
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NOTE S—EMPLOYEE BENEFIT PLANS
On August 1, 2000, the Company established a 401(k) profit sharing plan covering employees meeting certain age and service requirements. The
plan provides for discretionary Company contributions to be allocated based on the employee’s eligible contributions. The Company made contributions of
$1.0 million, $0.8 million, and $0.8 million to the 401(k) plan for each of the years ended December 31, 2021, 2020 and 2019, respectively.
Employees of Global participate in a state-mandated social security program in China. Under this program, pension costs are recorded on the basis
of required monthly contributions to employees’ individual accounts during their service periods. Under the regulations of the People’s Republic of China,
Global is required to make fixed contributions to a fund, which is under the administration of the local labor departments. Pension expense for Global was
$1.0 million, $1.2 million, and $0.7 million for the years ended December 31, 2021, 2020 and 2019, respectively.
Employees Prime World’s Taiwan branch participate in a pension program under the Taiwan Labor Pension Act. Pension expense for the Prime
World’s Taiwan branch was $0.7 million, $0.8 million, and $0.8 million for the years ended December 31, 2021, 2020 and 2019, respectively.
NOTE T—COMMITMENTS AND CONTINGENCIES
Commitments
The Company conducts part of its operations from leased facilities and also leases equipment. Rent expense was $1.3 million, $1.4 million, and
$1.3 million, respectively, for the years ended December 31, 2021, 2020 and 2019, respectively.
At December 31, 2021, the approximate minimum rental commitments under noncancellable leases in excess of one year that expire at varying
dates through 2029 were as follows (in thousands):
Year ended December 31,
2022
2023
2024
2025
2026
thereafter
Amount
1,334
1,393
1,231
1,257
1,197
2,923
9,335
$
$
Employment Agreements and Consultancy Agreements
The Company has entered into employment and indemnification agreements with three executive officers. These agreements provide that if their
employment is terminated as a result of a change of control of the Company, or if their employment is terminated for certain other reasons set forth in the
agreements, the Company will be required to pay a severance payment in an amount equal to their annual base salary, and other additional compensation
due under the terms of the agreements.
The Company has also entered into employment and indemnification agreements with one other executive officer. This agreement provides that if
his employment is terminated as a result of a change of control of the Company, the Company will be required to pay a severance payment in an amount
equal to six months of his annual base salary and other additional compensation due under the terms of the agreements.
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Contingencies
From time to time, the Company may be subject to legal proceedings and litigation arising in the ordinary course of business, including, but not
limited to, inquiries, investigations, audits and other regulatory proceedings, such as described below. The Company records a loss provision when it
believes it is both probable that a liability has been incurred and the amount can be reasonably estimated. Unless otherwise disclosed, the Company is
unable to estimate the possible loss or range of loss for the legal proceeding described below.
Except for the lawsuits described below, the Company believes that there are no claims or actions pending or threatened against it, the ultimate
disposition of which would have a material adverse effect on it.
Class Action and Shareholder Derivative Litigation
On August 7, 2018, a derivative lawsuit was filed in the United States District Court for the Southern District of Texas styled Lei Jin, derivatively
on behalf of Applied Optoelectronics, Inc. v. Chih-Hsiang (“Thompson”) Lin, Stefan J. Murry, William H. Yeh, Alex Ignatiev, Richard B. Black, Min-Chu
Chen, Alan Moore, and Che-Wei Lin and Applied Optoelectronics, Inc., No. 4:18-cv-02713 alleging breaches of fiduciary duties, unjust enrichment, and
violations of Section 14(a) of the Exchange Act based on similar factual allegations as in the securities class action captioned Mona Abouzied v. Applied
Optoelectronics, Inc., Chih-Hsiang (Thompson) Lin, and Stefan J. Murry, et al., Case No. 4:17-cv-02399, which had been previously filed against the
Company and was dismissed following a settlement in 2020. On December 18, 2018, a second derivative complaint was filed styled Yiu Kwong Ng
v.Chih-Hsiang (“Thompson”) Lin, Stefan J. Murry, William H. Yeh, Alex Ignatiev, Richard B. Black, Min-Chu Chen, Alan Moore, and Che-Wei Lin and
Applied Optoelectronics, Inc., No. 4:18-cv-4751 alleging the same causes of actions as the Jin complaint and additional factual allegations regarding our
announcement on September 28, 2018 that the Company had “identified an issue with a small percentage of 25G lasers within a specific customer
environment.” On January 11, 2019, the Court consolidated these two derivative actions, and on January 15, 2019, the Court entered an order staying the
actions pending the resolution of the securities class actions. On June 24, 2020, the plaintiffs filed a notice that the stay of proceedings had been
terminated, and on July 2, 2020, the parties filed a Joint Stipulation and Proposed Scheduling Order. The Court entered the stipulated scheduling order on
the same date, under which Defendants were required to file and serve their response or responsive pleading to the complaint by August 3, 2020. By
agreement of the parties, the Court subsequently extended the deadline for Defendants to file and serve their response or responsive pleading to December
2, 2020. On December 2, 2020, Defendants filed their motion to dismiss the consolidated derivative complaint. On December 7, 2020, Plaintiffs filed a
notice alerting the Court that they were intending to file an amended complaint, which was subsequently filed by Plaintiffs on January 13,
2021. Defendants filed a motion to dismiss all claims on March 1, 2021. On June 25, 2021, the parties filed a stipulation indicating that they had reached
a settlement-in-principle of the action. In the stipulation, the Company agreed to implement various corporate governance reforms as specified in the
Settlement Agreement in addition to having its D&O insurance carrier make a payment to the Plaintiffs in exchange for a full dismissal of all claims and
customary releases. On June 28, 2021, the Court stayed all deadlines in the action for 30 days to allow the parties to finalize the settlement. The deadline
was extended to late August. On August 30, 2021, the Plaintiffs filed an unopposed Motion for Preliminary Approval of the Settlement agreed to by the
parties. On November 2, 2021, the Court granted final approval of the settlement and closed the case. The deadline to appeal has now passed with no party
appealing final judgement. This motion was granted on August 31, 2021 and the Court set the Settlement Hearing date for November 4, 2021. The
Company has complied with all requirements of the Settlement Agreement and the Settlement Hearing is on schedule to take place on November 4,
2021. The Company has agreed to implement various corporate governance reforms as specified in the Settlement Agreement in addition to having its
D&O insurance carrier make a payment to the Plaintiffs in exchange for a full dismissal of all claims and customary releases.
Other Contingencies
On August 9, 2021, the Company has received a Taxes Notification of Audit Result (“Notice”) from the Texas
Comptroller’s Office (the “Comptroller”), for fiscal years between 2016 and 2019, informing the Company that the Comptroller
believes the Company did not qualify for certain sales and use tax exemptions on various Research and Development purchases
and accordingly the Company is liable for Sale and Use Tax in the amount of approximately $1.0 million including interest
charges. The Company paid $0.4 million for the tax notice but challenged the remaining tax assessments and vigorously defended
its position. The Comptroller’s office has not made final assessments after the Company’s defenses. However, the management
estimated the additional tax assessment will be in the range of $0.2 million to $0.4 million including interest charges.
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NOTE U—SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date the financial statements were issued.
In January 2022 , the Company repaid its revolving bank line of credit of $14.4 million.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 23.1
We have issued our reports dated February 24, 2022, with respect to the consolidated financial statements and internal control over financial reporting
included in the Annual Report of Applied Optoelectronics, Inc. on Form 10-K for the year ended December 31, 2021. We consent to the incorporation by
reference of said reports in the Registration Statements of Applied Optoelectronics, Inc. on Form S-3 (File No. 333-234310) and on Forms S-8 (File No.
333-192407, File No. 333-217871, File No. 333-223347, File No. 333-230243, and File No. 333-236831).
/s/ GRANT THORNTON LLP
Houston, Texas
February 24, 2022
Exhibit 31.1
I, Chih-Hsiang (Thompson) Lin, certify that:
1. I have reviewed this Annual Report on Form 10-K of Applied Optoelectronics, Inc.;
CERTIFICATION
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: February 24, 2022
/s/ CHIH-HSIANG (THOMPSON) LIN
CHIH-HSIANG (THOMPSON) LIN
President, Chief Executive Officer
Exhibit 31.2
I, Stefan J. Murry, certify that:
1. I have reviewed this Annual Report on Form 10-K of Applied Optoelectronics, Inc.;
CERTIFICATION
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: February 24, 2022
/s/ Stefan J. Murry
STEFAN J. MURRY
Chief Financial Officer
CERTIFICATION
Exhibit 32.1
Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350
of Chapter 63 of Title 18 of the U.S. Code (18 U.S.C. § 1350), Chih-Hsiang (Thompson) Lin, President and Chief Executive Officer of Applied
Optoelectronics, Inc. (the “Company”), and Stefan J. Murry, Chief Financial Officer of the Company, each hereby certifies that, to the best of his
knowledge:
1. The Company’s Annual Report on Form 10-K for the period ended December 31, 2021, to which this Certification is attached as Exhibit 32.1 (the
“Annual Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
2. The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
In Witness Whereof, the undersigned have set their hands hereto as of the 24 day of February, 2022.
/s/ Chih-Hsiang (Thompson) Lin
CHIH-HSIANG (THOMPSON) LIN
President and Chief Executive Officer
/s/ Stefan J. Murry
STEFAN J. MURRY
Chief Financial Officer
This certification accompanies the Annual Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be
incorporated by reference into any filing of Applied Optoelectronics, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended (whether made before or after the date of the Annual Report), irrespective of any general incorporation language contained in such filing.