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, 2014
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
001-35061
(Commission File No.)
NeoPhotonics Corporation
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
94-3253730
(I.R.S. Employer
Identification No.)
2911 Zanker Road
San Jose, California 95134
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code:
+1 (408) 232-9200
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, par value $0.0025 per share
Name of Exchange on Which Registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the Registrant was required to submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting Company)
Accelerated filer
Small reporting company
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, 2014, the approximate aggregate market value of voting stock held by non-affiliates of the Registrant, based upon the last sale price of
the Registrant’s common stock on the last business day of the Registrant’s most recently completed second fiscal quarter, June 30, 2014 (based upon the
closing sale price of the Registrant’s common stock on the New York Stock Exchange), was approximately $89,968,000. This calculation excludes
10,523,624 shares held by directors, executive officers and stockholders affiliated with our directors and executive officers.
As of February 28, 2015, the Registrant had 32,786,272 outstanding shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant has incorporated by reference into Part III of this Annual Report on Form 10-K portions of its Proxy Statement for its 2015 Annual
Meeting of Stockholders to be filed pursuant to Regulation 14A. The Proxy Statement will be filed within 120 days of Registrant’s fiscal year ended
December 31, 2014.
NEOPHOTONICS CORPORATION
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2014
Table of Contents
Part I
Page
Item 1.
Business ...............................................................................................................................................................................
3
Item 1A. Risk Factors ......................................................................................................................................................................... 15
Item 1B. Unresolved Staff Comments................................................................................................................................................ 41
Item 2.
Properties ............................................................................................................................................................................. 41
Item 3.
Legal Proceedings ............................................................................................................................................................... 42
Item 4.
Mine Safety Disclosures ...................................................................................................................................................... 42
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .......... 43
Item 6.
Selected Financial Data ....................................................................................................................................................... 44
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations .............................................. 46
Item 7A. Quantitative and Qualitative Disclosures about Market Risk .............................................................................................. 59
Item 8.
Financial Statements and Supplementary Data ................................................................................................................... 61
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .............................................. 100
Item 9A. Controls and Procedures ...................................................................................................................................................... 100
Item 9B. Other Information ................................................................................................................................................................ 103
Part III
Item 10. Directors, Executive Officers and Corporate Governance .................................................................................................. 104
Item 11. Executive Compensation ..................................................................................................................................................... 105
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ............................ 105
Item 13. Certain Relationships and Related Transactions, and Director Independence .................................................................... 105
Item 14. Principal Accounting Fees and Services ............................................................................................................................. 105
Part IV
Item 15. Exhibits, Financial Statements Schedules ........................................................................................................................... 106
2
ITEM 1.
BUSINESS
FORWARD-LOOKING STATEMENTS
PART I
You should read the following discussion in conjunction with our Consolidated Financial Statements and the related “Notes to
Consolidated Financial Statements”, and “Financial Statements and Supplementary Data” included in this Annual Report on
Form 10-K. This discussion contains forward-looking statements including statements concerning our possible or assumed future
results of operations, business strategies, competitive position, industry environment, potential growth opportunities and the effects of
competition. Such statements are based upon our management’s beliefs and assumptions and on information currently available to us.
Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipates,”
“believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,”
“will,” “would” or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other
factors that may cause our actual results, performance or achievements to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors in this Annual
Report on Form 10-K are discussed in greater detail under the heading “Risk Factors.” Given these uncertainties, you should not
place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and
assumptions only as of the date of this Annual Report on Form 10-K. You should read this Annual Report on Form 10-K completely
and with the understanding that our actual future results may be materially different from what we expect. Except as required by law,
we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially
from those anticipated in these forward-looking statements, even if new information becomes available in the future.
CONVENTIONS THAT APPLY IN THIS ANNUAL REPORT ON FORM 10-K
Unless otherwise indicated, references in this Annual Report on Form 10-K to:
“3G” refers to third-generation wireless architecture;
“4G” refers to fourth-generation wireless architecture;
“10G” refers to 10 Gbps;
“100G products” collectively refers to all products sold by us designed for use at 100Gbps (“100G”), and in coherent
transmission systems designed for use at 100Gbps or higher data rates. Some customers may use components designed
for use at 100G at lower speeds. Our 100G products include both coherent transmission products and 100G network
products that are not coherent;
“III-V compound semiconductors” refers to compound semiconductor materials made from group III and group V
elements of the periodic table, such as Indium Phosphide and Gallium Arsenide;
“Access” refers to the portion of the telecommunications network that connects subscribers to their carriers network;
“Advanced Hybrid Photonic Integration” refers to state-of-the-art integration of multi-platform materials and devices;
“CDC” refers to Colorless, Directionless, and Contentionless;
“China” refers to the People’s Republic of China;
“Coherent” refers to optical transmission systems that encode information in the phase of an optical signal and decode
such information through comparison with an independent laser at the receiver and digital signal processing;
“Contentionless” refers to the ability to switch two or more channels of the same wavelength or color from different
directions through the same switch, such as a Multi-Cast Switch (MCS);
“Design win” refers to a confirmation by a customer that a product or group of products may be used as part of a
customer’s product and we have a purchase order for such products;
“Drop Modules” refers to wavelength multiplexer modules;
“ECL” refers to External Cavity Laser;
“EML” refers to Externally Modulated Laser;
“Gbps” refers to gigabits per second;
“High Speed Products” refers to transmitter and receiver products as well as switching and other component products for
100G optical transmission applications over distances of 2 to 2,000 kilometers. Our high speed 100G and beyond products
3
are based on our Advanced Hybrid Photonic Integration technology. These technologies support encoding 100 gigabits or
more per second of information for transmitting over a single channel and decoding the information at the receiver.
Through 2014, our use of this term included our products designed for use at 40Gbps (“40G”) and that comprised less
than 1% of our total revenue and approximately 1% of our revenue from high speed products in the year ended December
31, 2014. From 2015 onward, we intend that High Speed Products will refer exclusively to products sold by us and
designed for use at 100Gbps or higher data rates.
“ICR” refers to Integrated Coherent Receiver;
“ICT” refers to Integrated Coherent Transmitter;
“ITLA” refers to Integrable Tunable Laser Assembly;
“Long Haul” refers to fiber optic communications between central offices in different cities, where distances range from a
few hundred to two thousand kilometers;
“LTE” refers to Long-Term Evolution wireless architecture;
“Metro” refers to fiber optic communications between central offices within and around cities, with distances up to a few
hundred kilometers;
“MCS” refers to Multi-Cast Switch;
“MPEG-2” refers to the Moving Picture Experts Group standard for compressed coding of moving pictures and associated
audio information;
“Network Products and Solutions” collectively refers to all products sold by us for use in optical communications
networks and a variety of other applications that are designed for use at data rates that are less than 100Gbps, including
40G, 10G and lower data rates. These products include certain passive products that do not explicitly have a data rate
specification, but that are most commonly used in networks at these data rates. From 2015 onward, Network Products and
Solutions will include products sold by us and designed for use at 40G that, prior to 2015, were included with High Speed
Products.
“NLW” refers to Narrow Line Width;
“petabytes” refers to one million billion bytes;
“PIC” refers to Photonic Integrated Circuit;
“PLC” refers to Planar Lightwave Circuit;
“PON” refers to a Passive Optical Network;
“QSFP” refers to 40G and 100G Quad Small Form-factor modules that are pluggable into standard industry interfaces for
switches, routers and other telecommunications equipment;
“ROADM” refers to Reconfigurable Optical Add Drop Multiplexer;
“SFP+” refers to 10G Small Form-factor modules that are pluggable into standard industry interfaces for switches, routers
and other telecommunications equipment;
“U.S. GAAP” refers to generally accepted accounting principles in the United States;
“WDM” refers to Wavelength-Division Multiplexing and is a technology that combines multiple channels onto a single
fiber using different wavelengths, or colors, of light;
“well-characterized” refers to the ability to predict the outcome of manufacturing processes based upon known statistics of
various manufacturing inputs; and
“WSS” refers to Wavelength Selective Switch.
Unless the context indicates otherwise, we use the terms “NeoPhotonics,” “we,” “us,” “our” and “the Company” in this Annual Report
on Form 10-K to refer to NeoPhotonics Corporation and, where appropriate, its subsidiaries.
4
BUSINESS
Overview
We develop, manufacture and sell optoelectronic products that transmit, receive and switch high speed digital optical signals for
communications networks. The percentage of our total revenue derived from our high speed products (100G and beyond) increased to
43% in the year ended December 31, 2014, from 7% in the year ended December 31, 2011, reaching $131.3 million of revenue in the
year ended December 31, 2014.
Our 100G and beyond products require our Advanced Hybrid Photonic Integration technology. We produce photonic integrated
circuits (PICs) that comprise both arrayed and individual photonic functional elements using optimized materials systems and
processes from our in-house Silicon, Indium Phosphide and Gallium Arsenide wafer fabrication. These individual PICs from different
materials are then combined using our hybrid integration technology to make complete products, such as our Integrated Coherent
Receiver (ICR) for 100G coherent transport applications.
According to Infonetics Research, Inc. (Infonetics), 100G networks are among the highest growth segments of the optical
communications market, supporting the rapid expansion of backbone networks and accommodating increased mobile traffic. The high
speed 100G and beyond market, which requires advanced photonic integration technology, is the core focus of our strategy. According
to Infonetics, the percent of WDM system revenue that is attributable to 100G network applications has grown from 12% in 2012 to
41% in 2014 and is forecasted to grow to 52% of this market in 2016.
Our Advanced Hybrid Photonic Integration technology progressively increases performance, reduces cost and reduces size of
our products. These cost reductions and performance increases are required for the growth of network capacity.
As we penetrate the rapidly growing 100G market, we are reducing our product offerings for slower speeds and certain other
products that do not meet our profitability standards. We continually seek to drive down our cost of goods, and are implementing
initiatives designed to reduce our infrastructure and operating expenses and to strengthen our balance sheet.
We sell our products to the world’s leading network equipment manufacturers, including Alcatel-Lucent SA, Ciena Corporation,
Cisco Systems, Inc., and Huawei Technologies Co., Ltd. These four companies are among our largest customers and a focus of our
strategy due to their leading market positions. According to the latest Infonetics report, these four companies supplied 70% of the
2013 world market for 100G coherent communications ports. These four companies accounted for 68% of our revenue in the year
ended December 31, 2014.
We have research and development and wafer fabrication facilities in San Jose and Fremont, California and in Tokyo, Japan that
coordinate with our research and development and manufacturing facilities in Dongguan, Shenzhen and Wuhan, China and Ottawa,
Canada. We use proprietary design tools and design-for-manufacturing techniques to align our design process with our precision
nanoscale, vertically integrated manufacturing and testing. We believe we are one of the highest volume PIC manufacturers in the
world and that we can further expand our manufacturing capacity to meet market needs.
In October 2011, we acquired Santur Corporation (Santur), a leading producer of tunable lasers and of 100G transceiver
modules. Santur’s capabilities included array DFB (distributed feedback) lasers, silicon photonics and photonic integration of such
active elements as lasers, modulators and photodiodes.
In March 2013, we acquired the optical component business unit of LAPIS Semiconductor Co., Ltd., located in Japan, now
known as NeoPhotonics Semiconductor, which is a leading producer of high performance communications lasers, photodiodes and
optical control electronic devices. NeoPhotonics Semiconductor was built over 30 years as part of OKI Electric, and earned a
reputation as a leading developer and supplier of the highest speed optoelectronic devices. This business produces high speed EML
lasers and photodiodes from Indium Phosphide, and semiconductor drivers and high sensitivity amplifiers from Gallium Arsenide.
In January 2015, we acquired certain assets and assumed certain liabilities of EMCORE Corporation’s (EMCORE) tunable laser
product lines. We anticipate strong complementarity between EMCORE’s leading ultra narrow linewidth tunable lasers for the
industry’s highest speed applications and our highest speed and most sensitive receiver products at speeds of 400G and beyond.
We believe our technology is well positioned to serve the highest speed and most demanding applications. These three
acquisitions, together with other internal developments, and acquisitions conducted prior to 2011, continue our path spanning more
than ten years to develop complete Advanced Hybrid Photonic Integration capabilities.
5
Industry Background
The realm of communications, having become almost entirely digital, has moved from electronic signals over copper wire to
optical signals over thin glass fibers, which achieves the speed and capacity necessary for the current and future communications
market.
Increasingly, the most ubiquitous data link to users is via mobile devices through broadband wireless access. Smartphones now
incorporate the most sophisticated and powerful applications which were developed at great cost over the last four decades for
consumer electronics. Originally priced in the $100s, or $1,000s or $10,000s for earlier computing platforms, these applications, when
migrated onto smartphones, are usually priced at cents to a few dollars per application. As cost performance has improved for
applications by many orders of magnitude over the four decades since the introduction of the personal computer, so too has end user
hardware advanced many orders of magnitude in cost performance, while network data rates have also increased a comparable
magnitude.
The new era of connectedness is increasingly universal and demands that the capacity of the digital communications networks
must increase exponentially. Smartphones have emerged as the vehicle connecting the entire digital world, with more than one billion
current smartphone users. Not only are more people connected to the mobile web, they are connecting at increasingly higher data rates
requiring higher bandwidths. Wireless network deployments have progressed from second generation (2G) to third generation (3G) to
fourth generation (4G/LTE) and can now provide end-user download speeds approaching 50 megabits per second. Fiber to the Home
(FTTH) connections have also continued apace, with more than 100 million homes receiving such service, according to the FTTH
Council, and with download speeds reaching as high as 1 Gbps.
Industry Growth Dynamics
The revolution in the power of low cost computing devices is associated with Moore’s Law, referring to an observation made by
Intel co-founder Gordon Moore in 1965 that the number of transistors per square inch on integrated circuits had doubled every two
years since their invention and a prediction that this trend would continue. In the domain of optical communications, a similar
revolution, progressing at a similar rate, is driven by the increased speed, smaller size and lower cost achieved by photonic integration.
Bandwidth capacity of communications networks continues to expand at a rapid rate. According to the latest Infonetics report,
total deployed telecom bandwidth capacity will grow at a compound annual growth rate of 32% from 2013 to 2018, reaching more
than 50 petabytes per second in 2018. According to Infonetics, total deployed datacenter bandwidth capacity is expected to grow even
faster, at a compound annual growth rate of 44% from 2013 to 2018 and reaching more than 900 petabytes per second in 2018.
According to Infonetics, datacom 100G transceiver revenue is projected to grow at a 29% compound annual growth rate from
2013 to 2018, reaching $1 billion in 2018. In contrast, revenue from slower speed products such as 10G datacom transceivers is
forecast to grow at only a 2% compound annual growth rate from 2013 to 2018.
Digital Optical Communications Market Structure
The digital optical communications market has two main sectors, telecom and datacom. The telecom sector includes the global
backbone of Long Haul and Metro communications. It also includes local access links to end users. Telecom, with its historical
background as a public utility, is driven by reliability, telecom communications protocols and standards, and the long life of its
infrastructure capital investment. The service life objective for products used in telecom infrastructure historically has been 20 years.
The Long Haul telecom sector is the first adopter of the highest speed and most advanced communication links, which migrate
over time into the Metro sector as costs are reduced such that they are economical in the shorter Metro network links, with its
commensurate lower traffic densities prior to aggregation for Long Haul transport.
The datacom market can be described primarily as an “enterprise” market, in contrast to the historical public utility nature of the
telecom market. In addition to the broad enterprise market, datacom also includes data centers and infrastructure for cloud based
services. Companies, including Amazon, Apple, Facebook, Google and Microsoft, are increasing investments in very large datacenters
as they implement cloud-based “big data” services that can be crowd-sourced and crowd-distributed, and that utilize machine-to-
machine and inter-datacenter transactions to power the mobile web. Such very large datacenters are an emerging high growth market
for “big pipes” using dedicated 100G and beyond digital optical connections from datacenter to datacenter, datacenter to
telecommunications carrier and within datacenters.
Generations of hardware installations for datacom, such as server farms and “big data” network storage facilities, have relatively
short lives, typically about five years, as computing and storage technology advances rapidly. Therefore, the datacom market for
optoelectronic devices generates more rapid changes in form factors, energy efficiency and compactness than the telecom market.
6
The datacom market is often the most cost sensitive sector of digital optical communications, and therefore it begins to adopt
leading edge speeds after those speeds penetrate the Metro sector of the telecom market segment.
From this market structure, it can be concluded that a technology leader must achieve a leadership position in the Long Haul
telecom sector as the basis for commercializing the most advanced technology.
Digital Optical Communications Network Equipment
The structure of the industry that supplies the network equipment for the telecom digital optical communications network has
largely concentrated down to leading vendors which include: Alcatel-Lucent, Ciena, Cisco, Coriant (including Tellabs, which was
acquired by Coriant in 2013), Fujitsu Limited, Huawei, Infinera, NEC and ZTE. These companies together in 2014 comprised
approximately 84.3% of the digital optical communications equipment market, according to Infonetics.
Major suppliers of network equipment to the datacom market include Alcatel-Lucent, Brocade, Cisco, Huawei and Juniper. At
the optical module and component level, Avago, Finisar and Sumitomo Device Innovations are leading suppliers. Some of the largest
investors in datacenters, for example, Google, are beginning to design and source their own optical network systems equipment from
Asia-based OEMs. While the speeds for most of the datacom market today are at 10G, a fast growing 100G module market is
emerging that provides “big pipes” for datacenters.
A single optical fiber can carry nearly 100 individual wavelengths (colors), each of which can now support 100 gigabits per
second of capacity. Each of these wavelengths requires a 100G transmitter and receiver, which can be tuned to any of the 100 separate
channels. Thus, using 100G coherent technology and industry standard compression (MPEG-2), a single fiber can carry approximately
500,000 individual high definition full motion movies simultaneously over one fiber.
The main photonic modules required for digital optical communications are transmitters, receivers and, where the network is
branched, optical switches. Transmitters and receivers are often combined into single modules which are called transceivers. At the
high end, such as Long Haul, a transmitter and receiver can be paired and combined with signal processing electronics to error correct
and restore degradation which affects the signal after traveling long distances, in which case the unit is referred to as a transponder.
According to Infonetics, the market in 2014 for 100G coherent transponders, and for shorter distance client 100G transceivers, was
approximately $600 million. For high speeds each of these product types requires photonic integration at the most advanced and
complete level.
Switching products, which switch different colors, or signal channels, down different branches of the network, have thus far
been Reconfigurable Optical Add/Drop Multiplexers (ROADMs) consisting of Wavelength Selective Switches (WSSs). For 100G
coherent networks, a new type of optical switch, the Multi-Cast Switch (MCS), has been developed and introduced to eliminate
contention in 100G coherent switching. This type of switch is Colorless, Directionless, Contentionless (CDC), and its function is
optimized for 100G coherent networks.
Digital Optical Communications Technology Background
Advances in cost performance in photonic integration have followed a path that has been similar to electronic integrated circuits.
The main objectives for technology advances in electronic digital integrated circuits and in integrated optical digital devices are
similar, and are based on the drive towards lower cost and higher performance. In integrated optics these main objectives also include
higher speed, lower power, smaller or denser form factor, and lower cost.
In both electronics and optics these objectives require ever increasing integration and miniaturization. In optics, however,
advanced hybrid integration is required for the highest performance products. Hybrid integration for digital optical devices
incorporates multiple types of materials substrates, rather than just one, as in silicon, for an electronic integrated circuit.
Complete advanced photonics integration capability requires at least three materials substrate systems: Indium Phosphide for
active devices such as lasers, photodiode detectors, modulators, and amplifiers; Silicon or planar doped silicon dioxide (silica) for
wave guides, filters, interferometers and other passive devices; and Gallium Arsenide or Silicon Germanium for drivers and control
functions at the speeds necessary for 100G. The integration of more than one material substrate is called hybrid integration, and
Advanced Hybrid Photonic Integration enables products in the 100G and beyond domain.
7
Advent of Coherent Transmission
The recent advent of coherent digital optical transmission has increased the native capacity of a fiber optic link tenfold, versus a
transmission modulation of simple on/off such as in 10G WDM networks. Coherent transmission modulation encodes information via
phase and polarization, and the permutations of these variables are many times greater than on/off.
To create a detectable error-free signal in the coherent modality requires that each color (wavelength) transmitted be much purer
than for lower speed protocols. The primary enabler of ultra-narrow line width (NLW), that is, ultra pure color, is a new generation of
the most advanced lasers. These NLW lasers must be paired with a new generation of receivers that decode phase and polarization
through comparison with another NLW laser in a PIC-interferometer. Ultra-narrow line width lasers are built on Indium Phosphide
substrates while the receivers utilize a Silicon or Indium Phosphide interferometer and Indium Phosphide photo detectors.
These 100G coherent optical transmission devices require tighter tolerances of material thickness and other critical dimensions
than do components operating at 10G. For 100G, a new generation of technologies, including faster Gallium Arsenide drivers, is
required to suitably process transmission signals in both the laser transmitter or the detector and receiver. We believe we have well
established and characterized the full range of laser and detector technologies required for implementing 100G coherent, a capability
that we believe is held by only a few companies.
Our Advanced Hybrid Photonic Integration Platform
We believe we have developed or acquired all necessary capabilities required for producing high performance Advanced Hybrid
Photonic Integrated optoelectronic devices for the most stringent performance requirements and operating conditions. Our multi-material
platform leverages:
Indium Phosphide (InP): Indium Phosphide is used to produce efficient lasers, sensitive photo detectors and modulators in the
wavelength window typically used for telecommunications, i.e. 1.55 micron wavelengths, as it is a direct bandgap III-V compound
semiconductor material. InP is the most important material for the generation of laser signals and the detection and conversion of
those signals back to electronic form.
Silicon (Silicon Photonics or Planar Lightwave Circuits): Silicon is a very inefficient in generating or detecting light in the
telecom wavelength window as it is an indirect bandgap semiconductor material. Consequently, waveguides of Silicon or doped
silicon dioxide (silica) exhibit very low optical loss and are ideal for switching, filtering or interferometric applications. Modulators
using Silicon waveguides are now being developed.
Gallium Arsenide (GaAs): Gallium Arsenide can operate at very high speeds and is well suited to make analog integrated circuit
drivers for high speed lasers and modulators due to its high electron mobility. GaAs is a direct bandgap III-V compound
semiconductor material, but unlike InP, GaAs does not lase in the telecom wavelength window.
Silicon Germanium (SiGe): Silicon Germanium is an alloy of Silicon and Germanium that is used to manufacture mixed signal
and analog integrated circuits and is well suited for high speed amplifiers used in 100G systems. SiGe devices are made using standard
silicon processing techniques in commercial foundries.
We have developed design, integration and manufacturing approaches and techniques to produce advanced, high speed
integrated solutions leveraging each of these in-house materials technology platforms.
8
Products
Integrated Coherent Receiver
Integrated Coherent Transmitter
100G Transceiver
Multi-Cast Switch
Narrow Line Width Tunable Laser
100G EML Lasers/Photodiodes
Our Strategy
Hybrid Photonic Integration
Indium Phosphide
Silicon/Silica
Gallium
Arsenide/Silicon
Germanium
Continue innovating to develop industry-leading comprehensive technology for Advanced Hybrid Photonic Integration.
Over the past three years, we have strengthened our technology platforms for comprehensive advanced photonic
integration, in part from acquisitions and in part from internally funded development. We expect to continue to combine
our mixed platform approach to design and produce the highest performance optical signal processing solutions.
Capture major customer share for the most advanced modules and components at the top suppliers of state of the art
network equipment. We intend to deepen our relationships with our strategic customers by increasing design wins in their
systems, including Alcatel-Lucent, Ciena and Huawei Technologies and certain others, which are market leaders in 100G
coherent systems.
Offer a complete optoelectronic product line for 100G and beyond for leading edge telecom and datacom market
segments. We expect to continue to introduce Coherent Transmitter products that are optimized for the highest speeds and
introduce Multi-Cast Switches so that our product line will include each of the major types of the most advanced products.
Attain sustained profitability as a leading supplier of advanced optoelectronic products. We intend to provide state of the
art products to industry leading customers to advance our goal of achieving continuous improvement in operating
performance, profitability and growth.
Focus on high growth segments that leverage our leadership in Advanced Hybrid Photonic Integration and that
contribute to our profitable growth. We plan to continue to develop our products and solutions to capture new
opportunities, such as emerging 100G connections in both carrier networks and within and between large datacenters.
Extend our product line into additional segments of the network that will benefit from ultra-high speed performance. We
intend to penetrate the emerging market for 100G connections both within and between mega-datacenters. In this segment
we are targeting major users and builders of datacenters and datacenter equipment, such as Amazon, Apple, Facebook,
Google and Microsoft, as they develop some of their own network equipment. We believe our technology and product line
is well positioned to penetrate this market.
Pursue acquisitions that extend our leadership position in advanced optoelectronic integration. We may opportunistically
pursue acquisitions that we believe provide complementary technology and that can accelerate our growth and strengthen
our market position.
Our Technology
We have developed expertise in the design, large-scale fabrication, high-volume module manufacturing and commercial
deployment of our Advanced Hybrid Photonic Integration products and technologies. The process of designing and manufacturing
advanced optoelectronic integrated devices in high volume with predictable, well-characterized performance and low manufacturing
costs is complex and multi-faceted. We have developed the technologies, using multiple materials platforms for photonic integration,
that are required to design and manufacture complex, high-performance optoelectronic components, modules and subsystems for fiber
optic networks. The basic elements of our technology are as follows:
Mixed-material platform and optoelectronic integration technology. We utilize a set of proprietary integration platforms that
provide optoelectronic functionality on silicon and other integrated compound semiconductor substrates including Indium Phosphide,
Gallium Arsenide and Silicon Germanium and integrated combinations of these platforms. We utilize micron and sub-micron scale
structures of multiple silicon dioxide and Indium Phosphide waveguides to fabricate optoelectronic functional elements such as lasers,
detectors, modulators, interferometers, integrated optical filters, switches and variable attenuators. We integrate these functional
design elements into optoelectronic devices to achieve a desired functionality and specification that is incorporated into our products.
9
Similarly, we use Gallium Arsenide and Silicon Germanium integration platforms for drivers, amplifiers and related high-speed
electronic control functions for our integrated optoelectronic devices.
Advanced Hybrid Photonic Integration. Through precise fabrication and positioning of physical features, we can integrate
numerous different optoelectronic devices, which are fabricated on separate wafers from different semiconductor and related
materials, matching the material to the function to create improved performance by using the highest performance elements of each
type. For example, our hybrid integration allows us to integrate active devices, such as photodiodes or lasers fabricated using Indium
Phosphide, with high-performance passive devices, such as interferometers, switches, routers and filters, fabricated on silicon, and to
mate electronic amplifiers made with Silicon Germanium or drivers made with Gallium Arsenide directly to optical elements made
with Silicon or Indium Phosphide.
This ability to combine specific functional elements out of optimized materials not only allows for very compact and low power
components, but also through the intimate coupling of different elements, makes possible completely new functions. An example of
this multi-platform architecture is found in the coherent optical communications domain where we intimately couple a passive
interferometer with separate quadrature components carrying information and with photo detectors to turn a high speed optical signal
into data-rich electrical signals for processing.
Hardware and firmware integration. We also sell our products as modules and subsystems which contain electronic hardware
and firmware controls that interface directly with our customers’ systems. We design the electronic hardware and develop the
firmware for our optical products to meet customer specifications.
Fabrication and manufacturing processes. We have developed expertise in the technology domains relevant to high-volume
fabrication and manufacturing of our optoelectronic integrated circuit products using wafer-scale processes and including the complex
interaction of electro-optic, thermal-optic and mechanical micro-thermal features. Our complex manufacturing steps are analogous to
many processes used in the semiconductor industry. Each integrated element is tested and characterized using our proprietary test
equipment before incorporation into our products.
Circuit design and design-for-manufacturing tools. We use a comprehensive set of proprietary as well as industry standard
software design tools, to model relevant geometries, dimensions and thermal management for a broad range of photonic devices. With
these tools, we develop products with minimal design iterations and manage precision manufacturing to a narrow range of high
performance specifications.
Our Products
We develop and manufacture Transmitter Products, Receiver Products and Switch Products that are used in ultra-high speed
digital optical communications, high speed switching and provisioning, and access connections for wireless and fiber-to-the-home
communications networks. We combine our transmitter and receiver products into Transceiver modules. Our Switching Products, such
as Multi-Cast Switches, are used primarily in ROADM nodes that dynamically and efficiently allocate bandwidth to adjust for fast
changing traffic patterns and for provisioning software defined networks. Our products can be categorized into groups, including High
Speed Products for ultra high speed 100G and beyond applications, including in coherent networks, and Network Products and
Solutions, for lower speed networks including Access, 10G networks and other telecom products.
High Speed Products: We produce transmitter and receiver products as well as switching products for 100G optical transmission
applications over distances of 2 to 2,000 kilometers. All of our high speed 100G and beyond products are based on our Advanced
Hybrid Photonic Integration technology. This technology supports encoding 100 gigabits or more per second of information for
transmitting over a single channel and decoding the information at the receiver. Through 2014, our use of the term High Speed
Products included products designed for use at 40G rates. From 2015 onward, High Speed Products will refer exclusively to products
sold by us and designed for use at 100Gbps or higher data rates.
For long distance transport of 100 to 2,000 kilometers, we design and manufacture optical components for coherent systems,
which manipulate light to encode ten times or more the amount of information in the same wavelength channel than is possible with
traditional methods. This manipulation can only be accomplished using advanced photonic integration to intimately couple functional
elements together. Our Coherent Products include Narrow Linewidth Tunable transmit and local oscillator lasers (NLW-ITLA), which
generate the ultra-pure wavelength, or color, necessary for coherent transmission, and Integrated Coherent Receivers (ICRs), which
decode the phase and polarization encoded coherent signal. We support platforms for Narrow Linewidth Tunable transmission based
on array DFB lasers and on ECL lasers. We are developing new generations of Coherent Transmitters which combine the NLW-ITLA
with an Indium Phosphide-based coherent modulator, with Gallium Arsenide drivers for the modulator.
10
For distances under 100 kilometers, we produce Externally Modulated Lasers (EMLs), Gallium Arsenide drivers for the EMLs,
and Indium Phosphide receivers. In addition, we integrate these individual PICs to offer complete 100G optoelectronic transceiver
modules.
We provide a proprietary switching solution for 100G coherent systems such as our Multi-Cast Switch (MCS) product line. Our
4x4 and cascadable 4x16 Multi-Cast Switch modules for CDC ROADMs efficiently allocate bandwidth and signal routing in 100G
and higher data rate networks. The Multi-Cast Switch provides scalable contentionless operation to achieve the highest traffic
management efficiency, optimizing traffic flows in 100G coherent systems. Our MCS uses our PLC photonic integration platform and
consists of a complex array of switches, waveguides, taps, crossings and other functional elements manufactured on Silicon wafers
using standard semiconductor processing equipment.
Network Products and Solutions: We design and manufacture a broad range of products for optical communications networks
and a variety of other applications, where the networks operate at speeds less than 100G. Many of these products provide high-
bandwidth connections to base station antennas for mobile devices and to people and machines over fixed and wireless networks. As
consumer connectivity speeds have increased through the transitions from 2G to 3G to 4G/LTE, the bandwidths necessary to
aggregate and connect wireless traffic into the backbone network, including Mobile Backhaul, have also increased. We offer 10G
EML lasers, laser drivers, modulator drivers, photodiode receivers, as well as complete transceiver modules, SFP+ modules and
bidirectional transceiver modules designed with the necessary bandwidth for connecting 4G/LTE wireless base station antennas.
Similarly, for wired connections, we design and manufacture Optical Line Terminal (OLT) transceivers for Fiber to the Home and
Business in PON networks up to 10G data rates. In addition, we offer a wide range of application-specific passive optical
functionalities in modules or sub-system configurations. From 2015 onward, Network Products and Solutions will include products
sold by us and designed for use at 40G that, prior to 2015, were included with High Speed products.
For applications under 100G, we also design and produce Switch Products which are manufactured using our Silicon wafer
based waveguide integration platform. These products include Drop Modules used in current ROADM nodes.
In addition to products for fiber optic communications, we also sell products for test and measurement, instrumentation,
industrial and research applications.
Our Infrastructure, Intellectual Properties and Our Employees
We have product development and product sustaining engineering teams in Silicon Valley (San Jose and Fremont, California),
Tokyo, Japan, and Shenzhen and Wuhan, China. In our Silicon Valley and Tokyo facilities we conduct research, product development
and product roadmap definitions, including for our PIC products. In our Shenzhen facilities, we conduct new product development,
manufacturing and process engineering, quality control, continuous improvement and cost reduction relating to product
manufacturing, assembly and test. In our Wuhan, China and Ottawa, Canada facilities we conduct new product development.
We seek to establish and maintain proprietary rights in our technology and products through the use of patents, copyrights and
trade secret laws. We have filed applications for patents to protect certain of our intellectual property in the U.S. and in other
countries, including Australia, Canada, Japan, Korea, Hong Kong, China, Russia, India, Taiwan and several European Union
countries. As of December 31, 2014, we had approximately 600 issued patents, expiring between 2015 and 2033 covering various
aspects of our technologies.
We have manufacturing operations in the U.S., Japan and China. Our wafer fabrication operations are located in our San Jose
and Fremont, California facilities, as well as in our Japan facilities, and include chip design, clean room fabrication, integration and
related facilities for PICs. Our manufacturing, assembly and test operations are located in our Shenzhen and Dongguan, China
facilities, and in Silicon Valley, California. In addition we are in the process of establishing manufacturing capability in Russia.
As of December 31, 2014, we had 2,541 employees and non-employee contractors, of which 258 were based in California,
2,143 in China, 121 in Japan, 11 in Russia and EMEA and 8 in Canada.
None of our U.S. employees are represented by a labor union. Chinese law allows that all employees be members of a union that
is overseen by the Chinese government. The majority of the employees in our Japanese subsidiaries are also members of a union. We
have never experienced employment-related work stoppages and we consider our employee relations to be good.
Our customers
In 2014, 2013 and 2012, our ten largest customers accounted for 88%, 86% and 90% of our total revenue, respectively. For the
year ended December 31, 2014, Huawei Technologies Co., Ltd., or Huawei Technologies, Ciena Corporation, and Alcatel-Lucent SA
accounted for 38%, 15% and 10% of our total revenue, respectively. For the year ended December 31, 2013, Huawei Technologies,
11
Ciena Corporation, and Alcatel-Lucent SA accounted for 27%, 16% and 14% of our total revenue, respectively. For the year ended
December 31, 2012, Huawei Technologies, Ciena Corporation and Alcatel-Lucent SA accounted for 36%, 15% and 16% of our total
revenue, respectively. No other customers accounted for 10% or more of our total revenue in any full year presented.
Our sales and marketing
We operate a sales model that focuses on alignment with our customers through coordination of our sales, product application
engineering and manufacturing teams. Our sales cycles typically require a significant amount of time and a substantial expenditure of
resources before we can realize revenue from the sale of products. The length of our sales cycle, from initial request to design win, is
typically 6 to 12 months for an existing product and 12 to 18 months or longer for a new product.
We use a global direct sales force based in North America, Europe, the Middle East, Russia and Asia, including China and
Japan. These individuals work with our product application engineers, and product marketing and sales operations teams, in an
integrated approach to address our customers’ current and future needs. We believe that these collaborative engineering activities
provide us insight into our customers’ broader and longer term needs. We expect to continue to add sales and related support
personnel as we grow our business.
Our marketing team focuses on product strategy, product development, roadmap development, new product introduction
processes, program management, product demand stimulation and assessment, and competitive analysis. Our marketing team also
seeks to educate the market about our products by communicating the value proposition and product differentiation in direct customer
interactions and presentations and at industry tradeshows and at technical conferences.
Our research and development
We have invested and expect to continue to invest significant time and capital into our research and development operations.
Research and development expenses were $46.0 million, $45.9 million and $38.3 million in 2014, 2013 and 2012, respectively.
Our suppliers
We use suppliers from the U.S., China, Japan and other locations. Although there are multiple sources for most of the
component parts of our products, some components are sourced from single or, in some cases, limited sources. For example, various
types of adhesives are sourced from various manufacturers which presently are sole sources for these particular adhesives. We
typically do not have written agreements with the majority of these component manufacturers to guarantee the supply of the key
components used in our products. We also use contract manufacturers in Japan, China and other Asia locations for the backend
manufacturing of our certain products.
Our Backlog
Sales of our products generally are made pursuant to purchase orders, often with short lead times. These purchase orders are
typically made without deposits and may be subject to revision or cancellation. The quantities actually purchased by our customers, as
well as the shipment schedules, are frequently revised to reflect changes in our customers’ needs and in our supply of products.
Certain of our customers use vendor managed inventory (“VMI”) under which we manufacture at a customer’s request, then
ship to its facility or a designated contract manufacturer for the customer, to be held until it is used by the customer. We maintain title
to vendor managed inventory until the customer uses the inventory. At that time the customer takes title to the products, it reports the
consumption to us and we recognize the revenue for the product sale. The increased use of VMI by our customers may increase the
possibility of changes to our backlog since customers may consume VMI more quickly or more slowly than we had planned.
Because of the possibility of changes in delivery or acceptance schedules, cancellations, modifications or price reductions with
limited or no penalties and the increasing use by customers of VMI, we do not believe that backlog is a firm or reliable indicator of
our future revenue and do not rely on backlog to manage our business or evaluate our performance. Changes in the amount of our
backlog do not necessarily reflect a corresponding change in the level of actual or potential sales.
12
Financial Information by Geographic Region
For information regarding our revenue and long-lived assets by geographic region, see Note 17 to the Consolidated Financial
Statements. For risks relating to our operations see “Item 1A. Risk Factors” and particularly the risks under the caption “Risks related
to our operations in China” and the risk factors “Our future results of operations may be subject to volatility as a result of exposure to
fluctuations in foreign exchange rates, primarily the Chinese Renminbi (RMB) and Japanese Yen (JPY) exchange rates”, “We face a
variety of risks associated with international sales and operations, which if not adequately managed could adversely affect our
business and financial results” and “We are subject to governmental export and import controls that could subject us to liability or
impair our ability to compete in international markets”.
Competition
The market for optical communications systems is highly competitive. While no single company competes against us in all of
our product areas, our competitors range from large international companies offering a wide range of products to smaller companies
specializing in narrow markets. We believe the principal competitive factors in this market are:
ability to provide leading edge technologies for high speed communications;
ability to design and manufacture high quality, reliable products, including customized solutions;
breadth of product solutions;
price to performance characteristics;
financial stability;
ability to quickly and consistently produce in high volume and high quality;
ability to meet customers’ specific requirements;
ability to meet customer lead time demands; and
depth of relationships with and proximity to key customers globally.
We believe we compete favorably with respect to these factors. We believe our principal competitors include Accelink
Technologies Co., Ltd., Avago Technologies Limited, Finisar Corporation, JDS Uniphase Corporation, NTT Electronics Corporation,
Source Photonics, Inc., Oclaro, Inc., and Sumitomo Electric Device Innovations, Inc.
Our competitors may have substantially greater name recognition and technical, financial and marketing resources than we do.
Many of our competitors have greater resources to develop products or pursue acquisitions, and more experience in developing or
acquiring new products and technologies and in creating market awareness for these products and technologies than we do. In
addition, a number of our competitors have the financial resources to offer competitive products at below market pricing levels that
could prevent us from competing effectively and which could adversely affect our financial performance.
We also face competition from some of our customers, including Huawei Technologies and its affiliate HiSilicon, who evaluate
our capabilities against the merits of manufacturing products internally. These customers may have the ability to manufacture
competitive products at a lower cost than we would charge as a result of their higher levels of integration. As a result, these customers
may purchase less of our products and there would be additional pressure to lower our selling prices which, accordingly, would
negatively impact our revenue and gross margin.
Environmental, health and safety matters
Our research and development and manufacturing operations and our products are subject to a variety of environmental, health
and safety laws and regulations in the jurisdictions in which we operate. These regulations govern, among other things, the discharge
of pollutants to air, water, and soil; the remediation of soil and groundwater contamination; the use, handling and disposal of
hazardous materials; employee health and safety; and the hazardous material content and recycling of our products. We use, store and
dispose of hazardous materials in our manufacturing operations and as components in our products. We incur costs to comply with
existing environmental, health and safety requirements, and any failure to comply, or the identification of contamination for which we
are found liable, could cause us to incur additional costs, including cleanup costs, monetary fines, or civil or criminal penalties, or
result in the curtailment of our operations. In addition, environmental, health and safety requirements have become more stringent
over time, and changes to existing requirements could restrict our ability to expand our facilities, require us to acquire costly pollution
control equipment, or cause us to incur other significant expenses or to modify our manufacturing processes or the contents of our
products. Some jurisdictions in which we operate or sell our products have enacted requirements regarding the recycling of waste
electronic equipment, and/or the packaging and hazardous material content of certain products. For example, jurisdictions including
13
China and the European Union, among a growing number of jurisdictions, have placed restrictions on the use of lead, among other
chemicals, in electronic products, which affects the composition and packaging of our products. The passage of such requirements in
additional jurisdictions, or the tightening of standards or elimination of certain exemptions in jurisdictions where our products are
already subject to such requirements, could cause us to incur significant expenditures to make our products compliant with new
requirements, or could limit the markets into which we may sell our products.
Additionally, increasing efforts to control emissions of greenhouse gases, or GHG, may also impact us. For example, our
semiconductor manufacturing operations in California use perfluorocarbons, which are classified as a high global warming potential
greenhouse gas. Under California’s Global Warming Solutions Act, we designed and installed additional pollution control equipment
at our San Jose, California, manufacturing plant to reduce our perfluorocarbon emissions beginning in 2012. As of December 31, 2012
and continuing through December 31, 2014, our San Jose and Fremont, California, manufacturing facilities were in compliance with
the Global Warming Solutions Act. In the U.S., the Environmental Protection Agency has announced a finding relating to GHG
emissions that may result in promulgation of federal GHG air quality standards. The U.S. Congress has considered various options,
including a cap and trade system which would impose a limit and a price on GHG emissions and establish a market for trading GHG
credits. China has agreed to join the Copenhagen Climate Accord, a voluntary (and non-binding) GHG agreement. Globally,
negotiations for a treaty to succeed the 1997 Kyoto Protocol Treaty are ongoing, and it is not yet known whether (or on what terms)
agreement will be reached on a successor treaty. Additional restrictions, limits, taxes, or other controls on GHG emissions could
significantly increase our operating costs and, while it is not possible to estimate the specific impact any final GHG regulations will
have on our operations, there can be no assurance that these measures will not have significant additional impact on us. In addition,
some of our operations might be affected by the physical impacts of climate change. For example, some of our facilities are located in
coastal areas that might be vulnerable to changes in sea level.
Available Information
We were incorporated in the State of Delaware in October 1996 as NanoGram Corporation, and we changed our name to
NeoPhotonics Corporation in 2002. Our principal offices are located at 2911 Zanker Road, San Jose, CA 95134, USA and our
telephone number is +1 (408) 232-9200. Our website address is www.neophotonics.com. Information found on, or accessible through,
our website is not a part of, and is not incorporated into, this Annual Report on Form 10-K.
We file electronically with the U.S. Securities and Exchange Commission, or SEC, our annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended. We make available on our website at www.neophotonics.com, free of
charge, copies of these reports as soon as reasonably practicable after filing these reports with, or furnishing them to, the SEC.
14
ITEM 1A. RISK FACTORS
Risks related to our business
We have a history of losses which may continue in the future.
We have a history of losses and we may incur additional losses in future periods. As of December 31, 2014, our accumulated
deficit was $302.1 million. We also expect to continue to make significant expenditures related to the ongoing operation and
development of our business. These include expenditures related to the sales, marketing and development of our products and to
maintain our manufacturing facilities and research and development operations.
Customer demand is difficult to accurately forecast and, as a result, we may be unable to optimally match production with
customer demand, which could adversely affect our business and financial results.
We make planning and spending decisions, including determining the levels of business that we will seek and accept, production
schedules, and inventory levels, component procurement commitments, personnel needs and other resource requirements, based on
our estimates of customer requirements. The short-term nature of commitments by many of our customers and the possibility of
unexpected changes in demand for their products reduce our ability to accurately estimate future customer requirements. On occasion,
customers may require rapid increases in production, which can strain our resources, cause our manufacturing to be negatively
impacted by materials shortages, necessitate higher or more restrictive procurement commitments, increase our manufacturing yield
loss and scrapping of excess materials, 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. Conversely, a downturn in the markets in which our customers compete can cause, and in the past have caused, our
customers to significantly reduce or delay the amount of products ordered from us or to cancel existing orders, leading to lower
utilization of our facilities. Because many of our costs and operating expenses are relatively fixed, reduction in customer demand due
to market downturns or other reasons would have a material adverse effect on our gross margin, operating income and cash flow. For
example, in the fourth quarter of 2012, we experienced an increase in manufacturing costs for one of our high speed products and
separately, lower utilization of one of our water fabrication facilities, which adversely affected our gross margin in the fourth quarter
of 2012 and each quarter of 2013.
Our products are typically sold pursuant to individual purchase orders or by use of a vendor-managed inventory, or VMI, model,
which is a process by which we ship agreed quantities of products to a customer-designated location and those products remain our
inventory and we retain the title and risk of loss for those products until the customer takes possession of the products. While our
customers generally provide us with their demand forecasts and may give us a promised market share award, they are typically not
contractually committed to buy any quantity of products beyond firm purchase orders. Many of our customers may increase, decrease,
cancel or delay purchase orders already in place. We have experienced and expect to continue to experience wide fluctuations in
demand from customers using VMI, particularly Huawei Technologies, even in instances where we have built and shipped products to
the customer-designated locations as VMI. In recent periods, there has been an increase in the number of our customers utilizing VMI,
which may increase our exposure to risks of wide fluctuations in demand from VMI customer locations. If any of our major customers
decrease, stop or delay purchasing our products for any reason, our business and results of operations would be harmed. Cancellation
or delays of such orders, as well as fluctuations in VMI utilization by our customers, may cause us to incur an adverse effect on our
revenues, as well as adversely affect our overall results of operations.
We are under continuous pressure to reduce the prices of our products, which has adversely affected, and may continue to
adversely affect, our gross margins.
The communications networks industry has been characterized by declining product prices over time. We have reduced the
prices of many of our products in the past and we expect to continue to experience pricing pressure for our products in the future,
including from our major customers. Price declines particularly adversely affected our gross margins in the first and second quarters of
2014. When seeking to maintain or increase their market share, our competitors may also reduce the prices of their products. In
addition, our customers may have the ability or seek to internally develop and manufacture competing products at a lower cost than we
would otherwise charge, which would add additional pressure on us to lower our selling prices. If we are unable to offset any future
reductions in our average selling prices by increasing our sales volume, reducing our costs and expenses or introducing new products,
our gross margin would continue to be adversely affected.
We are dependent on Huawei Technologies, Ciena, Alcatel-Lucent SA and our other key customers for a significant portion of our
revenue and the loss of, or a significant reduction in orders from, Huawei Technologies or any of our other key customers may
reduce our revenue and adversely impact our results of operations.
Historically, we have generated most of our revenue from a limited number of customers. In the year ended December 31, 2014,
Huawei Technologies, Ciena Corporation and Alcatel-Lucent SA accounted for 38%, 15% and 10% of our revenue, respectively, and
our top ten customers represented 88% of our total revenue. In 2013, Huawei Technologies, Ciena Corporation and Alcatel-Lucent SA
15
accounted for 27%, 16% and 14% of our revenue, respectively, and our top ten customers represented 86% of our total revenue. In
2012, Huawei Technologies, Alcatel-Lucent SA and Ciena Corporation accounted for 36%, 16% and 15% of our revenue, respectively
and our top ten customers represented 90% of our total revenue. As a result, the loss of, or a significant reduction in orders from
Huawei Technologies, Alcatel-Lucent SA, Ciena Corporation or any of our other key customers would materially and adversely affect
our revenue and results of operations. Adverse events affecting our customers could also adversely affect our revenue and results of
operations.
We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our stockholders.
We believe that our existing cash and cash equivalents, and cash flows from our operating activities, will be sufficient to meet
our anticipated cash needs for at least the next 12 months. We operate in an industry, however, that makes our prospects difficult to
evaluate. It is possible that we may not generate sufficient cash flow from operations or otherwise have the capital resources to meet
our future capital needs. If this occurs, we may need additional financing to continue operations or execute on our current or future
business strategies, including to:
invest in our research and development efforts, including by hiring additional technical and other personnel;
maintain and expand our operating or manufacturing infrastructure;
acquire complementary businesses, products, services or technologies; or
otherwise pursue our strategic plans and respond to competitive pressures.
If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our
stockholders could be significantly diluted, and these newly-issued securities may have rights, preferences or privileges senior to those
of existing stockholders. We cannot assure you that additional financing will be available on terms favorable to us, or at all. If
adequate funds are not available or are not available on acceptable terms, if and when needed, our ability to fund our operations, take
advantage of unanticipated opportunities, develop or enhance our products, or otherwise respond to competitive pressures could be
significantly limited. Furthermore, in the event adequate capital is not available to us as required, or is not available on favorable
terms, our business, financial condition, results of operations, and cash flows may be materially and adversely affected.
We face intense competition which could negatively impact our results of operations and market share.
The communications networks industry is highly competitive. Our competitors range from large international companies
offering a wide range of products to smaller companies specializing in niche markets. In addition, we believe that a number of
companies have developed or are developing planar light wave, indium phosphide, high speed drivers or MEMS-based PIC devices
and other products that compete directly with our products. Current and potential competitors may have substantially greater financial,
marketing, research and manufacturing resources than we possess, and there can be no assurance that our current and future
competitors will not be more successful than us in specific product lines or as a whole.
Some of our competitors have substantially greater name recognition, technical, financial, and marketing resources, and greater
manufacturing capacity, as well as better-established relationships with customers, than we do. Some of our competitors have more
resources to develop or acquire, and more experience in developing or acquiring, new products and technologies and in creating
market awareness for these products and technologies. Some of our competitors may be able to develop new products more quickly
than us and may be able to develop products that are more reliable or which provide more functionality than ours. In addition, some of
our competitors have the financial resources on business strategy to offer competitive products at below-market pricing levels that
could prevent us from competing effectively and result in a loss of sales or market share or cause us to lower prices for our products.
In particular we have developed new technologies and products that we believe are key components in our customers’ systems
for 100Gbps data transmission. The emergence of technologies and products from our competitors and their success in competing
against our technologies and products for 100Gbps data transmission could render our existing products uncompetitive from a pricing
standpoint, obsolete or otherwise unmarketable.
We also face competition from some of our customers who evaluate our capabilities against the merits of manufacturing
products internally, including Huawei Technologies and its affiliate, HiSilicon. Due to the fact that such customers are not seeking to
make a comparable profit directly from the manufacture of these products, they may have the ability to provide competitive products
at a lower total cost than we would charge such customers. As a result, these customers may purchase less of our products and there
would be additional pressure to lower our selling prices which, accordingly, would negatively impact our revenue and gross margin.
16
Intense competition in our markets could result in aggressive business tactics by our competitors, including aggressively pricing
their products or selling older inventory at a discount. If our current or future competitors utilize aggressive business tactics, including
those described above, demand for our products could decline, we could experience delays or cancellations of customer orders, or we
could be required to reduce our sales prices.
Increasing costs may adversely impact our gross margins.
The rate of increase in our costs and expenses, including as a result of rising labor costs in China, 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.
Manufacturing problems could result in delays in product shipments to customers and could adversely affect our revenue,
competitive position and reputation.
We may experience delays, disruptions or quality control problems in our manufacturing operations. For instance, we could
experience a disruption in our fabrication facilities for our PIC products due to any number of reasons, such as equipment failure,
contaminated materials or process deviations, which could adversely impact manufacturing yields or delay product shipments. As a
result, we could incur additional costs that would adversely affect our gross margin, and product shipments to our customers could be
delayed beyond the shipment schedules requested by our customers, which would negatively affect our revenue, competitive position
and reputation.
Additionally, manufacturing yields depend on a number of factors, including the stability and manufacturability of the product
design, manufacturing improvements gained over cumulative production volumes, the quality and consistency of component parts and the
nature and extent of customization requirements by customers. Capacity constraints, raw materials shortages, logistics issues, labor
shortages, volatility in utilization of manufacturing operations, supporting utility services and other manufacturing supplies, the
introduction of new product lines, rapid increases in production demands and changes in customer requirements, manufacturing facilities
or processes, or those of some third party contract manufacturers and suppliers of raw materials and components have historically caused,
and may in the future cause, reduced manufacturing yields, negatively impacting the gross margin on, and our production capacity for,
those products. Moreover, an increase in the rejection and rework rate of products during the quality control process before, during or
after manufacture would result in our experiencing lower yields, gross margin and production capacity. Our ability to maintain sufficient
manufacturing yields is particularly challenging with respect to PICs due to the complexity and required precision of a large number of
unique manufacturing process steps. Manufacturing yields for PICs can also suffer if contaminated materials or materials that do not meet
highly precise composition requirements are inadvertently utilized. Because a large portion of our PIC manufacturing costs are fixed, PIC
manufacturing yields have a substantial effect on our gross margin. Lower than expected manufacturing yields could also delay product
shipments and decrease our revenue. It can be hard to cost-effectively increase our production output rapidly, and we can experience yield
loss and excess material scrap, which can increase our cost of goods sold and harm our profitability. Also, if we do not have sufficient
demand for our PIC-based products our cost of goods sold can increase as the fixed costs of our fabrication facilities are spread over
lower production.
We are subject to the cyclical nature of the markets in which we compete and any future downturn may reduce demand for our
products and revenue.
The markets in which we compete are tied to the aggregate capital expenditures of telecommunications service providers as they
build out and upgrade their network infrastructure. These markets are highly cyclical and characterized by constant and rapid
technological change, price erosion, evolving standards and wide fluctuations in product supply and demand. In the past, including
recently to varying degrees in China, the U.S. and Europe, these markets have experienced significant downturns, often connected
with, or in anticipation of, the maturation of product cycles—for both manufacturers’ and their customers’ products—or in response to
over or under purchasing of inventory by our customers relative to ultimate carrier demand, and with declining general economic
conditions. These downturns have been characterized by diminished product demand, production overcapacity, high inventory levels
and accelerated erosion of average selling prices.
Our historical results of operations have been subject to substantial fluctuations, and we may experience substantial period-to-
period fluctuations in future results of operations. Any future downturn in the markets in which we compete could significantly reduce
the demand for our products and therefore may result in a significant reduction in revenue. It may also increase the volatility of the
price of our common stock. Our revenue and results of operations may be materially and adversely affected in the future due to
changes in demand from individual customers or cyclical changes in the markets utilizing our products.
In addition, the communications networks industry from time to time has experienced and may again experience a pronounced
downturn. To respond to a downturn, many service providers may slow their capital expenditures, cancel or delay new developments,
reduce their workforces and inventories and take a cautious approach to acquiring new equipment and technologies from original
17
equipment manufacturers, which would have a negative impact on our business. Weakness in the global economy or a future
downturn in the communications networks industry may cause our results of operations to fluctuate from quarter-to-quarter and year-
to-year, harm our business, and may increase the volatility of the price of our common stock.
It could be discovered that our products contain defects that may cause us to incur significant costs, divert our attention, result in a
loss of customers and result in product liability claims.
Our products are complex and undergo quality testing as well as formal qualification, both by our customers and by us.
However, defects may occur from time to time. 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. As a result, we could incur significant costs to repair or replace defective
products under warranty, particularly when such failures occur in installed systems. We have experienced such failures in the past and
will continue to face this risk going forward, as our products are widely deployed throughout the world in multiple demanding
environments and applications. In addition, we may in certain circumstances honor warranty claims after the warranty has expired or
for problems not covered by warranty in order to maintain customer relationships. Any significant product failure could result in lost
future sales of the affected product and other products, as well as customer relations problems, litigation and damage to our reputation.
In addition, 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. These problems may cause us to incur significant damages or warranty and repair costs, divert the attention of our
engineering personnel from our product development efforts and cause significant customer relations problems or loss of customers,
all of which would harm our business.
The occurrence of any defects in our products could give rise to liability for damages caused by such defects. They could,
moreover, impair our customers’ acceptance of our products. Both could have a material adverse effect on our business and financial
condition. Although we carry product liability insurance which covers this risk, this insurance may not adequately cover our costs
arising from defects in our products or otherwise.
If spending for communications networks does not continue to grow as expected, our business and financial results may suffer.
Our future success as a provider of modules and subsystems to leading network equipment vendors depends on their continued
capital spending on global communications networks. Network traffic has experienced rapid growth driven primarily by bandwidth-
intensive content, including cloud services, mobile video and data services, wireless 4G/LTE services, social networking, video
conferencing and other multimedia. This growth is intensified by the proliferation of fixed and wireless network-attached devices,
including smartphones, laptops, netbooks, tablet computers, PCs, e-readers, televisions and gaming devices that are enabling
consumers to access content at increasing data rates anytime and anywhere. Our future success depends on continued demand for
high-bandwidth, high-speed communications networks and the ability of network equipment vendors to meet this demand. Growth in
demand for communications networks is limited by several factors, including an evolving regulatory environment and uncertainty
regarding long-term sustainable business models. We cannot be certain that demand for bandwidth-intensive content will continue to
grow in the future. If expectations for growth of communications networks and bandwidth consumption are not realized and
investment in communications networks does not grow as anticipated, our business could be harmed.
We depend upon outside contract manufacturers for a portion of the manufacturing process for some of our products. Our
operations and revenue related to these products could be adversely affected if we encounter problems with this contract
manufacturer.
The majority of our products are manufactured internally. However we also rely upon contract manufacturers in China, Japan
and other Asia locations to provide back-end manufacturing and produce the finished portion of some of our products. Our reliance on
a contract manufacturer for these products makes us vulnerable to possible capacity constraints and reduced control over delivery
schedules, manufacturing yields, manufacturing quality/controls and costs. If one of our contract manufacturers is unable to meet all
of our customer demand in a timely fashion, this could have a material adverse effect on the revenue from our products. If the contract
manufacturer for one of our product were unable or unwilling to manufacture such product in required volumes and at high quality
levels or to continue our existing supply arrangement, we would have to identify, qualify and select an acceptable alternative contract
manufacturer or move these manufacturing operations to our internal manufacturing facilities. An alternative contract manufacturer
may not be available to us when needed or may not be in a position to satisfy our quality or production requirements on commercially
reasonable terms, including price. Any significant interruption in manufacturing our products would require us to reduce our supply of
18
products to our customers, which in turn would reduce our revenue, harm our relationships with the customers of these products and
cause us to forego potential revenue opportunities.
Our revenues and costs will fluctuate over time, making it difficult to predict our future results of operations.
Our revenue, gross margin and results of operations have varied significantly and are likely to continue to vary from quarter to
quarter due to a number of factors, many of which are not within our control. For instance, changes in gross margin may result from
various factors, such as changes in pricing, changes in our fixed costs, changes in the cost of labor, changes in the mix of our products
sold, changes in the amount of product manufactured versus the amount of product sold over time, and charges for excess and obsolete
inventory. It is difficult for us to accurately forecast our future revenue and gross margin and plan expenses accordingly and,
therefore, it is difficult for us to predict our future results of operations.
We must continually achieve new design wins and enhance existing products or our business and future revenue may be harmed.
The markets for our products are characterized by frequent new product introductions, changes in customer requirements and
evolving industry standards, all with an underlying pressure to reduce cost and meet stringent reliability and qualification
requirements. Our future performance will depend on our successful development, introduction and market acceptance of new and
enhanced products that address these challenges. The anticipated or actual introduction of new and enhanced products by us and by
our competitors may cause our customers to defer or cancel orders for our existing products. In addition, the introduction of new
products by us or our competitors could result, and in the past, has resulted, in a slowdown in demand for our existing products and
could result, and in the past, has resulted, in a write-down in the value of inventory. We have both recently and in the past experienced
a slowdown in demand for existing products and delays in new product development, and such delays may occur in the future. To the
extent customers defer or cancel orders for our products for any reason or we fail to achieve new design wins, our competitive position
would be adversely affected and our ability to grow revenue would be impaired.
Product development delays may result from numerous factors, including:
changing product specifications and customer requirements;
unanticipated engineering complexities;
difficulties in reallocating engineering resources and overcoming resource limitations; and
changing market or competitive product capabilities that impact our requirements.
Furthermore, fast time-to-market with new products can be critical to success in our markets. It is difficult to displace an
existing supplier for a particular type of product once a network equipment vendor has chosen a supplier, even if a later-to-market
product provides superior performance or cost efficiency. If we are unable to make our new or enhanced products commercially
available on a timely basis, we may lose existing and potential customers and our financial results would suffer.
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, if at all, 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.
Our success will depend on our ability to anticipate and quickly respond to evolving technologies and customer requirements.
The communications networks industry is characterized by substantial investment in new technology and the development of
diverse and changing technologies and industry standards. For example, new technologies are required to satisfy the emerging
standards for 100Gbps, 400 Gbps and higher data transmission in communications networks.
Our ability to anticipate and respond to evolving technology, industry standards, customer requirements and product offerings,
and to develop and introduce new and enhanced products and technologies, will be critical factors in our ability to succeed. If we are
unable to anticipate and respond to such changes in the future, our competitive position could be adversely affected. In addition, the
introduction of new products by other companies embodying new technologies, or the emergence of new industry standards, could
render our existing products uncompetitive from a pricing standpoint, obsolete or otherwise unmarketable.
19
If our customers do not qualify our products for use, then our results of operations may suffer.
Prior to placing volume purchase orders with us, most of our customers require us to obtain their approval—called qualification
in our industry—of our new and existing products, and our customers often audit our manufacturing facilities and perform other
vendor evaluations during this process. The qualification process involves product sampling and reliability testing and collaboration
with our product management and engineering teams in the design and manufacturing stages. If we are unable to qualify our products
with customers, then our revenue would be lower than expected and we may not be able to recover the costs associated with the
qualification process which would have an adverse effect on our results of operations.
In addition, due to evolving technological changes in our markets, a customer may cancel or modify a design project before we
have qualified our product or begun volume manufacturing of a qualified product. It is unlikely that we would be able to recover the
expenses for cancelled or unutilized custom design projects. 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.
In particular, we have developed new technologies and products that we believe are key components in our customers’ systems
for 100Gbps data transmission. There are multiple modulation approaches for these systems and not all are likely to be equally
successful. While we are shipping certain products for 100Gbps system designs today, many of our products for these systems are
currently being qualified for use by our customers. Our ability to successfully qualify and scale capacity for these new technologies
and products is important to our ability to grow our business and market presence. If we are unable to qualify and sell any of these
products in volume on time, or at all, our results of operations may be adversely affected.
If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our
anticipated level of growth and our business could suffer.
Our success and ability to implement our business strategy depends upon the continued contributions of our senior management
team and others, including senior management in foreign subsidiaries and our technical and operations employees in all locations. Our
future success depends, in part, on our ability to attract and retain key personnel, including our senior management and others, and on
the continued contributions of members of our senior management team and key technical and operations personnel, each of whom
would be difficult to replace. The loss of services of members of our senior management team or key personnel or the inability to
continue to attract and retain qualified personnel could have a material adverse effect on our business. Competition for highly skilled
technical and operations people where we operate is extremely intense, and we continue to face challenges identifying, hiring and
retaining qualified personnel in many areas of our business. If we fail to retain our senior management and other key personnel or if
we fail to attract additional qualified personnel, our business could suffer.
The communications networks industry has long product development cycles requiring us to incur product development costs
without assurances of an acceptable investment return.
The communications networks industry is highly capital-intensive. Large volumes of equipment and support structures are
installed with considerable expenditures of funds and other resources, and long investment return period expectations. At the
component supplier level, these cycles create considerable, typically multi-year, gaps between the commencement of new product
development and volume purchases. Accordingly, we and our competitors often incur significant research and development and sales
and marketing costs for products that, initially, will be purchased by our customers long after much of the cost is incurred and, in some
cases, may never be purchased due to changes in industry or customer requirements in the interim.
Due to changing industry and customer requirements, we are constantly developing new products, including seeking to further
integrate functions on PICs and developing and using new technologies in our products. These development activities can and are
expected to necessitate significant investment of capital. Our new products often require a long time to develop because of their
complexity and rigorous testing and qualification requirements. Additionally, developing a manufacturing approach with an
acceptable cost structure and yield for new products can be expensive and time-consuming. Due to the costs and length of research
and development and manufacturing process cycles, we may not recognize revenue from new products until long after such
expenditures are incurred, if at all, and our gross margin may decrease if our costs are higher than expected.
While we rely on many suppliers, there are a few which, if they stopped, decreased or delayed shipments to us, it could have an
adverse effect on our business and financial results.
We depend on a limited number of suppliers for certain components and materials we have qualified to use in the manufacture
of certain of our products. Some of these suppliers could disrupt our business if they stop, decrease or delay shipments or if the
components they ship have quality, consistency, or business continuity issues. Some of these components and materials are available
only from a sole source, or have been qualified only from a single source, although other sources may exist. For example, we use
various types of adhesives that are sourced from various manufacturers, which presently are sole sources for these particular
20
adhesives. Furthermore, there are a limited number of entities from which we could obtain certain other components and materials.
We may also face component shortages if we experience increased demand for components beyond what our qualified suppliers can
deliver. We have experienced component shortages from certain key suppliers, which has resulted and, if this occurs in the future, may
result in an inability to meet customer demand, higher purchasing costs, or both. Although we engage in various actions to mitigate the
impact of these shortages, any inability on our part to obtain sufficient quantities of critical components at reasonable costs could
adversely affect our ability to meet demand for our products, which could cause our revenue, results of operations, or both to suffer.
Our customers generally restrict our ability to change the component parts in our modules without their approval. For more
critical components, such as PICs, lasers and photo detectors, any changes may require repeating the entire qualification process. We
typically have not entered into long-term or written agreements with our suppliers to guarantee the supply of the key components used
in our products, and, therefore, our suppliers could stop supplying materials and equipment at any time or fail to supply adequate
quantities of component parts on a timely basis. It is difficult, costly, time consuming and, on short notice, sometimes impossible for
us to identify and qualify new component suppliers. The reliance on a sole supplier, single qualified vendor or limited number of
suppliers could result in delivery and quality problems, reduced control over product pricing, reliability and performance and an
inability to identify and qualify another supplier in a timely manner. We have in the past had to change suppliers, which has, in some
instances, resulted in delays in product development and manufacturing and loss of revenue. Any such delays in the future may limit
our ability to respond to changes in customer and market demands. Any supply deficiencies relating to the quality, quantities or
timeliness of delivery of components that we use to manufacture our products could adversely affect our ability to fulfill our customer
orders and our results of operations.
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 to a significant degree on our ability to protect our intellectual property and other proprietary rights. We
rely on a combination of patent, trademark, copyright, trade secret and unfair competition laws, as well as license agreements and
other contractual provisions, to establish and protect our intellectual property and other proprietary rights. We have applied for patent
registrations in the U.S. and in other foreign countries, some of which have been issued. In addition, we have registered the trademark
“NeoPhotonics” 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
registrations in the U.S. or other foreign countries may limit our ability to protect the intellectual property rights that these applications
and 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. or Japan law. Particularly, our U.S. patents do not afford any intellectual property
protection in China, Japan, Canada or other Asia locations where we have company operations, or in Russia, where we intend to
expand operations. We seek to secure, to the extent possible, comparable intellectual property protections in China and other areas in
which we operate. However, while we have issued patents and pending patent applications in China, portions of our intellectual
property portfolio are not yet protected by patents in China. Moreover, the level of protection afforded by patent and other laws in
countries such as China and Russia may not be comparable to that afforded in the U.S. or Japan.
We 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 or those of our third-party
contract manufacturers end their employment or engagement, 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 or
misappropriated, 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
21
management personnel, which could significantly harm our business. In addition, we may not prevail in such proceedings. An adverse
outcome of such proceedings may reduce 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. Numerous patents in these industries are held by others, including our competitors. In addition, from time
to time, we have been notified that we may be infringing certain patents or other intellectual property rights of others. Regardless of
their merit, responding to such claims can be time consuming, divert management’s attention and resources and may cause us to incur
significant expenses. In addition, there can be no assurance that third parties will not assert infringement claims against us. While we
believe that our products do not infringe in any material respect upon intellectual property rights of other parties and/or meritorious
defense would exist with respect to any assertions to the contrary, we cannot be certain that our products would not be found
infringing the intellectual property rights of others. Intellectual property claims against us could invalidate our proprietary rights and
force us to do one or more of the following:
obtain from a third party claiming infringement a license to sell or use 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.
On January 5, 2010, Finisar Corporation, or Finisar, filed a complaint in the U.S. District Court for the Northern District of
California against Source Photonics, Inc., MRV Communications, Inc., Oplink Communications, Inc. and us, or collectively, the co-
defendants. In the complaint, Finisar alleged infringement of certain of its U.S. patents arising from the co-defendants’ respective
manufacture, importation, use, sale of or offer to sell certain optical transceiver products in the U.S. On March 23, 2010, we filed an
answer to the complaint and counterclaims, asserting two claims of patent infringement and additional claims asserting that Finisar has
violated state and federal competition laws and violated its obligations to license on reasonable and non-discriminatory terms. On
May 5, 2010, the court dismissed without prejudice all co-defendants (including us) except Source Photonics, Inc., on grounds that
such claims should have been asserted in four separate lawsuits, one against each co-defendant. This dismissal without prejudice does
not prevent Finisar from bringing a new similar lawsuit against us. Since that time, we and Finisar entered into agreements that tolled
our respective claims until Finisar resolved its litigation against certain other co-defendants, which litigation subsequently was
resolved (commencing the tolling period with us).
On May 3, 2012, we and Finisar agreed to further toll our respective claims until the refiling of certain of the previously asserted
claims from this dispute. As a result, Finisar is permitted to bring a new lawsuit against us if it chooses to do so, and we may bring
new claims against Finisar upon seven days written notice prior to filing such claims.
If we are unsuccessful in our defense of the Finisar patent infringement claims, a license to use the allegedly infringing
technology may not be available to us at all, and if it is, it may not be available on commercially reasonable terms and therefore may
limit or preclude us from competing in the market for optical transceivers in the U.S., which may have a material adverse effect on our
results of operations and financial condition, and otherwise materially harm our business.
Although we believe that we would have meritorious defenses to the infringement allegations and intend to defend any new
similar lawsuit vigorously, there can be no assurance that we will be successful in our defense. Even if we are successful, we may
incur substantial legal fees and other costs in defending the lawsuit. Further, a new lawsuit, if brought by either party, would be likely
to divert the efforts and attention of our management and technical personnel, which could harm our business.
If we fail to obtain the right to use the intellectual property rights of others which are necessary to operate our business, and
to protect their intellectual property, our business and results of operations will be adversely affected.
From time to time we may choose to or be required to license technology or intellectual property from third parties in
connection with the development of our products. We cannot assure you that third-party licenses will be available to us on
commercially reasonable terms, if at all. Generally, a license, if granted, would include payments of up-front fees, ongoing royalties or
both. These payments or other terms could have a significant adverse impact on our results of operations. The inability to obtain a
necessary third-party license required for our product offerings or to develop new products and product enhancements could require us
22
to substitute technology of lower quality or performance standards, or of greater cost, either of which could adversely affect our
business. If we are not able to obtain licenses from third parties, if necessary, then we may also be subject to litigation to defend
against infringement claims from these third parties. Our competitors may be able to obtain licenses or cross-license their technology
on better terms than we can, which could put us at a competitive disadvantage. Also, we typically enter into confidentiality agreements
with such third parties in which we agree to protect and maintain their proprietary and confidential information, including requiring
our employees to enter into agreements protecting such information. There can be no assurance that the confidentiality agreements
will not be breached by any of our employees or that such third parties will not make claims that their proprietary information has
been disclosed.
Any potential dispute involving our patents or other intellectual property could also include our customers using our products,
which could trigger our indemnification obligations to them and result in substantial expenses to us.
In any potential dispute involving our patents or other intellectual property, our customers could also become the target of
litigation. Because we often indemnify our customers for intellectual property claims made against them for products incorporating
our technology, any claims against our customers could trigger indemnification obligations in some of our supply agreements, which
could result in substantial expenses such as increased legal expenses, damages for past infringement or royalties for future use. While
we have not incurred any material indemnification expenses to date, any future indemnity claim could adversely affect our
relationships with our customers and result in substantial costs to us. Our insurance does not cover intellectual property infringement.
If we fail to adequately manage our long-term growth and expansion requirements, our business and financial results will suffer.
In recent years, we have experienced significant growth through, among other things, internal expansion programs, product
development and acquisitions of other businesses and products. Our business has expanded to numerous locations, including foreign
locations, and as a result become more complex, more demanding of management’s attention and subject to new laws and regulations.
If we fail to comply with new laws and regulations related to the expansion of our business, our business could suffer.
We expect to continue to grow, which could require us to expand our manufacturing operations, including hiring new personnel,
purchasing additional equipment, leasing or purchasing additional facilities, developing the management infrastructure and developing
our suppliers to manage any such expansion. If we fail to secure these expansion requirements or manage our future growth
effectively, our business could suffer.
We have pursued and may continue to pursue acquisitions. Acquisitions could be difficult to integrate, divert the attention of
key personnel, disrupt our business, dilute stockholder value and impair our financial results.
As part of our business strategy, we have pursued and intend to continue to pursue acquisitions of complementary businesses,
products, services or technologies that we believe could accelerate our ability to compete in our existing markets or allow us to enter
new markets. Any of these transactions could be material to our financial condition and results of operations. For instance, in October
2011, we completed the acquisition of Santur Corporation, a designer and manufacturer of InP-based PIC products, and in March 2013
we completed the acquisition of the optical semiconductor business unit of LAPIS Semiconductor Co., Ltd., now known as
NeoPhotonics Semiconductor. In January 2015, we purchased the tunable laser product lines of EMCORE. If we fail to properly
evaluate or integrate acquisitions, we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in
excess of what we anticipate.
Acquisitions involve numerous risks, any of which could harm our business, including:
difficulties in integrating the operations, technologies, products, existing contracts, accounting and personnel of the target
company and realizing the anticipated synergies of the combined businesses;
difficulties in realizing our expectations for the financial performance of the target company;
difficulties in supporting and transitioning customers, if any, of the target company;
difficulties in managing and integrating different cultures with respect to our international acquisitions;
dependence or reliance on subcontractors or suppliers to the acquired company that may not have been fully qualified or
evaluated for their position in supplying the acquired company previously;
diversion of management time and potential business disruption;
the incurrence of debt to provide capital for any cash-based acquisitions;
the price we pay or other resources that we devote may exceed the value we realize, or the value we could have realized if
we had allocated the purchase price or other resources to another opportunity;
23
risks of entering new markets in which we have limited or no experience;
potential loss of key employees, customers and strategic alliances from either our current business or the target company’s
business;
assumption of unanticipated problems or latent liabilities, such as problems with the quality of the target company’s
products;
exposure to environmental liabilities that have not yet been discovered associated with acquired businesses’ facilities;
expenses, distractions and actual or threatened claims or litigation resulting from acquisitions, whether or not they are
completed;
unexpected capital expenditure requirements
inability to generate sufficient revenue to offset increased expenses association with any acquisition;
issues arising from weaknesses or deficiencies in internal controls over financial reporting for acquired businesses that
were not previously subject to internal control requirements of a U.S. public company;
in the event of international acquisitions, risks associated with accounting and business practices that are different from
applicable U.S. practices and requirements;
dilutive effect on our stock as a result of any equity-based acquisitions;
incurring potential write-offs, contingent liabilities and amortization expense; and
opportunity costs of committing capital to such acquisitions.
The failure to successfully evaluate and execute acquisitions or otherwise adequately address these risks could materially harm
our business and financial results.
Acquisitions also frequently result in the recording of goodwill and other intangible assets which are subject to potential
impairments which have occurred in the past and which, were they to occur in the future, could harm our financial results. As a result,
if we fail to properly evaluate acquisitions or investments, we may not achieve the anticipated benefits of any such acquisitions, and
we may incur costs in excess of what we anticipate. The failure to successfully evaluate and execute acquisitions or investments or
otherwise adequately address these risks could materially harm our business and financial results.
Failure to realize the anticipated benefits from our past and future acquisitions may affect our future results of operations and
financial condition.
In connection with our acquisitions of Santur and NeoPhotonics Semiconductor, we have integrated the commercial operations
and personnel into our existing infrastructure. If there are unexpected difficulties in our integration of these acquired businesses and/or
the product lines we have acquired from EMCORE, the anticipated benefits of these acquisitions may not be realized or may take
longer to realize than expected. The anticipated benefits of these acquisitions could be materially reduced by a number of factors,
including the following:
the future revenue and gross margins of the acquired products may be materially different from those we originally
anticipated;
we could incur material unanticipated expenses;
acquired products may not achieve the performance levels or specifications required by our customers;
claims or lawsuits may arise from the acquisition transaction or from their previous business operations;
we may experience difficulties in managing inventory and other operational processes in facilities that we acquire or lease
as a result of the acquisitions;
we may experience difficulties in implementing effective internal controls over financial reporting as part of our
integration actions, particularly since neither of these businesses were historically subject as a stand-alone entity to the
internal control requirements of a U.S. public company;
potential growth, expected financial results, perceived synergies and anticipated opportunities may not be realized through
the ongoing integration actions;
we may face competition from existing customers as well as new competitors;
24
some existing customers of NeoPhotonics Semiconductor may view our larger company as a competitor, and therefore
may reduce or end their purchases of NeoPhotonics Semiconductor products for competitive reasons;
Japanese customers of NeoPhotonics Semiconductor, who had previously been buying from OCU as a Japanese supplier,
could choose to find another Japanese supplier rather than buying products from a U.S.-headquartered company;
a potential decline in revenues could occur from NeoPhotonics Semiconductor’s legacy products for network applications
that are declining within our customer base (such as NeoPhotonics Semiconductor’s gallium arsenide integrated circuits
for 10G network applications)
we could have difficulty implementing and maintaining financial reporting requirements for NeoPhotonics
Semiconductor’s previous business operations, which have not been previously audited nor subject to the internal
compliance structure of a U.S. public company;
we could have difficulty implementing our existing management, production and accounting software and programs for
NeoPhotonics Semiconductor’s previous business operations or for the product lines we recently acquired from
EMCORE;
we could incur additional costs associated with known and unknown environmental contamination of the real estate
acquired from NeoPhotonics Semiconductor; and
we could incur costs associated with new export or compliance issues associated with NeoPhotonics Semiconductor
products or the product lines we recently acquired from EMCORE.
The occurrence of any or all of these events may have an adverse effect on our business and results of operations.
Natural disasters, terrorist attacks or other catastrophic events could harm our operations and our financial results.
Our worldwide operations could be subject to natural disasters and other business disruptions, which could harm our future
revenue and financial condition and increase our costs and expenses. For example, our corporate headquarters and wafer fabrication
facility in Silicon Valley, California and our Tokyo, Japan facility are located near major earthquake fault lines, and our
manufacturing facilities are located in Shenzhen and Dongguan, China, areas that are susceptible to typhoons. Further, a terrorist
attack, including one aimed at energy or communications infrastructure suppliers, could hinder or delay the development and sale of
our products. In the event that an earthquake, tsunami, typhoon, terrorist attack or other natural or man-made catastrophe were to
destroy any part of our facilities, destroy or disrupt vital infrastructure systems or interrupt our operations or the facilities or operations
of our suppliers or customers for any extended period of time, our business, financial condition and results of operations would be
materially and adversely affected. We are not insured against many natural disasters, including earthquakes.
Similarly, our worldwide operations could be subject to secondary effects of natural disasters and other business disruptions,
which could harm our future revenue and financial condition and increase our costs and expenses. For instance, natural disasters and
other business disruptions have created significant secondary effects in the past (such as the 2011 floods in Thailand and the 2011
earthquakes, tsunami and subsequent crisis relating to nuclear power facilities in Japan). Any of these types of events in the future
could result in a slowdown of business or inability to manufacture products by our customers or others in the industry that are located
in the affected areas; a disruption to the global supply chain for products manufactured in the affected areas that are included in the
products either by us or by our customers; a disruption to manufacturing resulting from power shortages or other rationing of inputs to
production; an increase in the cost of products that we purchase due to reduced supply; and other unforeseen impacts. These secondary
effects could have a material and adverse effect on our business, financial condition, and results of operations.
Rapidly changing standards and regulations could make our products obsolete, which would cause our revenue and results of
operations to suffer.
We design our products to conform to regulations established by governments and to standards set by industry standards bodies
worldwide, such as The American National Standards Institute, the European Telecommunications Standards Institute, the
International Telecommunications Union and the Institute of Electrical and Electronics Engineers. Various industry organizations are
currently considering whether and to what extent to create standards for elements used in 100Gbps systems. Because certain of our
products are designed to conform to current specific industry standards, if competing or new standards emerge that are preferred by
our customers, we would have to make significant expenditures to develop new products. If our customers adopt new or competing
industry standards with which our products are not compatible, or the industry groups adopt standards or governments issue
regulations with which our products are not compatible, our existing products would become less desirable to our customers and our
revenue and results of operations would suffer.
25
Failure to realize the anticipated benefits from our planned expansion in the Russian Federation may affect our future results of
operations and financial condition.
In connection with our raising capital in an April 2012 private placement of common stock, we have established a wholly-
owned subsidiary and company operations in the Russian Federation. The establishment of successful operations in the Russian
Federation requires capital expenditure in 2015, and is in part dependent on the cooperation of Russian entities that could include the
Russia government and other third parties. If there are delays in our efforts to establish operations in the Russian Federation, the
anticipated benefits of our Russian expansion may not be realized or may take longer to realize than expected. The anticipated benefits
of our Russian expansion could be materially reduced by a number of factors, including the following:
the future revenue and gross margins of products produced in the Russian Federation may be materially different from
those we originally anticipated;
we could incur material unanticipated expenses; and
we could have difficulty managing a business in the Russian Federation, where we did not previously have a material
business presence.
In addition, in connection with the private placement transaction, we entered into a rights agreement with the sponsoring
investor. Pursuant to the rights agreement, we have agreed to make a $30.0 million investment towards our Russian operations. We are
required to satisfy this investment commitment by June 30, 2015. Pursuant to the rights agreement, failure to perform the investment
commitment may result in an obligation to pay damages to the investor in the amount of $5.0 million. We are currently in discussions
with the investor to potentially amend the related requirements, but there can be no assurance that we will be successful in reaching an
agreement with the investor on an amendment to the requirements.
In recent years the Russian Federation has undergone substantial political, economic and social change. The business, legal and
regulatory infrastructure in the Russian Federation is less well-developed that would generally exist in a more mature free market
economy. In addition, the tax, currency and customs legislation within the Russian Federation is subject to varying interpretations and
changes, which can occur frequently. The future economic direction of the Russian Federation remains largely dependent upon the
effectiveness of economic, financial and monetary measures undertaken by the government, together with tax, legal, regulatory and
political developments. Our failure to manage the risks associated with our planned Russian expansion could have a material adverse
effect upon our results of operations.
Our planned Russian expansion could also be delayed or adversely affected by direct or indirect events arising out of actions
related to Ukraine. For instance, trade restrictions or economic sanctions that may be imposed by the United States or other countries
as a consequence of Russia’s involvement in Ukraine could restrict or potentially harm our business in the Russian Federation.
Furthermore, we could be adversely affected by any actions taken by Russia in response to U.S. or international sanctions, such as
restrictions place by Russia on U.S. companies doing business in Russia.
The occurrence of any or all of these events may have an adverse effect on our business, and results of operations and financial
condition.
Potential changes in our effective tax rate could negatively affect our future results.
We are subject to income taxes in the U.S., China, Japan and other various foreign jurisdictions, and our domestic and
international tax liabilities are subject to the allocation of expenses in differing jurisdictions. Our tax rate is affected by changes in the
mix of earnings and losses in countries with differing statutory tax rates, certain non-deductible expenses and the valuation of deferred
tax assets and liabilities, including our ability to utilize our net operating losses. Increases in our effective tax rate could negatively
affect our results of operations.
Our future results of operations may be subject to volatility as a result of exposure to fluctuations in foreign exchange
rates, primarily the Chinese Renminbi (RMB) and Japanese Yen (JPY) exchange rates.
We are exposed to foreign exchange risks. Foreign currency fluctuations may adversely affect our revenue and our costs and
expenses, and hence our results of operations. A substantial portion of our business is conducted through our subsidiaries based in
China, whose functional currency is the RMB and Japan, whose functional currency is the JPY. The value of the RMB against the
U.S. dollar and other currencies and the value of the JPY against the U.S. dollar and other currencies fluctuate and are affected by,
among other things, changes in political and economic conditions.
The People’s Bank of China regularly intervenes in the foreign exchange market to limit fluctuations in RMB exchange rates
and achieve policy goals. Since July 21, 2005, the RMB has no longer been pegged solely to the value of the U.S. dollar. Following
the removal of the U.S. dollar peg, the RMB appreciated approximately 20% against the U.S. dollar over the following three years.
26
Between July 2008 and June 2010, this appreciation halted and the exchange rate between the RMB and the U.S. dollar remained
within a narrow band. Since June 2010, the Chinese government has allowed the RMB to appreciate slowly against the U.S. dollar
again, and it has appreciated approximately 10% since June 2010. In April 2012, the Chinese government announced that it would
allow more RMB exchange rate fluctuations. However, it remains unclear how this announcement might be implemented. It is
difficult to predict how market forces or Chinese or U.S. government policy may impact the exchange rate between the RMB and the
U.S. dollar in the future. There remains significant international pressure on the Chinese government to adopt a more flexible currency
policy, which could result in greater fluctuation of the RMB against the U.S. dollar.
Foreign currency exchange rates are subject to fluctuation and may cause us to recognize transaction gains and losses in our
statements of operations. To the extent that transactions by our subsidiaries in China and Japan are denominated in currencies other
than the RMB and JPY, we bear the risk that fluctuations in the exchange rates of the RMB and JPY in relation to other currencies
could decrease our revenue or increase our costs and expenses, therefore having an adverse effect on our future results of operations.
In the year ended December 31, 2014, the JPY and the RMB weakened against the U.S dollar. While we generate a significant
portion of our revenue in RMB and JPY, a majority of our operating expenses are in U.S. dollars. Therefore depreciation in RMB or
JPY against the U.S. dollar would negatively impact our revenue upon translation to U.S. dollars but the impact on operating expenses
would be less. For example, for the year ended December 31, 2014, a 10% depreciation in RMB against the U.S. dollar would have
resulted in a $5.6 million decrease in our revenue and a $0.4 million increase in our net loss and a 10% depreciation in JPY would
have resulted in a $0.7 million decrease in our revenue and a $0.2 million increase in our net loss.
We also transact in other currencies that have had historical volatility, including the Russian Rubles (RUB). Fluctuations in the
exchange rates of these currencies may cause us to recognize additional transaction gains or losses which could impact our results of
operations. In 2014, while the RUB weakened against the U.S. dollar, the related impact on our operating results was immaterial.
However, as we expect to expand our Russian operations, our risk associated with fluctuation of the RUB against the U.S. dollar could
increase in the future.
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. In addition, our currency exchange variations
may be magnified by Chinese exchange control regulations that restrict our ability to convert RMB into foreign currency.
We face a variety of risks associated with international sales and operations, which if not adequately managed could adversely
affect our business and financial results.
We currently derive, and expect to continue to derive, a significant portion of our revenue from international sales in various
markets. In addition, a major portion of our operations is based in Shenzhen and Dongguan, China as well as our having additional
operations in Japan, Russia and Canada. We are also in the process of establishing manufacturing operations in Russia. Our
international revenue and operations are subject to a number of material risks, including, but not limited to:
difficulties in staffing, managing and supporting operations in more than one country;
difficulties in enforcing agreements and collecting receivables through foreign legal systems;
fewer legal protections for intellectual property in foreign jurisdictions;
compliance with local regulations;
foreign and U.S. taxation issues and international trade barriers;
general economic and political conditions in the markets in which we operate;
difficulties in obtaining any necessary governmental authorizations for the export of our products to certain foreign
jurisdictions;
fluctuations in foreign economies;
fluctuations in the value of foreign currencies and interest rates;
trade and travel restrictions;
outbreaks of contagious disease;
domestic and international economic or political changes, hostilities and other disruptions in regions where we currently
operate or may operate in the future;
27
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
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 areas in China, Japan, Russia or other countries could result in a reduction in demand for
our products, the cancellation or delay of orders already placed, difficulties in producing and delivering our products, threats to our
intellectual property, difficulty in collecting receivables, and a higher cost of doing business.
In addition, although we maintain an anti-corruption compliance program throughout our company, violations of our
compliance program may result in criminal or civil sanctions, including material monetary fines, penalties and other costs against us
or our employees, and may have a material adverse effect on our business.
In making an investment decision relating to our common stock, you should evaluate our business in light of the risks, expenses
and difficulties frequently encountered by companies operating on a global platform, particularly companies in the rapidly changing
communications networks industry.
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, especially laser-dependent products. In some cases, it is possible that export licenses
would be required from U.S. government agencies for some of our products in accordance with various statutory authorities, including
but not limited to the International Traffic in Arms Regulations, the Export Administration Act of 1979, the International Emergency
Economic Powers Act of 1977, the Trading with the Enemy Act of 1917 and the Arms Export Control Act of 1976 and various
country-specific trade sanctions legislation. In addition, various countries regulate the import of certain technologies and have enacted
laws that could limit our ability to distribute our products. We may not be successful in obtaining the necessary export and import
licenses. Failure to comply with these and similar laws on a timely basis, or at all, or any limitation on our ability to export or sell our
products or to obtain any required licenses would adversely affect our business, financial condition and results of operations.
Changes in our products or changes in export and import laws and implementing regulations may create delays in the
introduction of new products in international markets, prevent our customers from deploying our products internationally or, in some
cases, prevent the export or import of our products to certain countries altogether. 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 decreased use of our products by, or in our decreased ability to export or sell
our products to, existing or potential customers with international operations. In such event, our business and results of operations
could be adversely affected.
In 2013, we identified material weaknesses in our internal control over financial reporting which resulted in material
misstatements in our financial statements.
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as
defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
The following material weaknesses in our internal control over financial reporting were identified during 2013 and had been
remediated as of December 31, 2014:
Control Environment — We did not maintain an effective control environment, which is the foundation for the discipline
and structure necessary for effective internal control over financial reporting, as evidenced by: (i) an insufficient number
of personnel appropriately qualified to perform control monitoring activities, including the recognition of the risks and
complexities of our transactions and business operations, (ii) an insufficient number of personnel with an appropriate level
of GAAP knowledge and experience or ongoing training in the application of GAAP commensurate with our financial
reporting requirements, which resulted in erroneous judgments regarding the proper application of GAAP and
(iii) insufficient corporate involvement to identify and resolve errors in recording transactions and financial results at our
non-US subsidiaries. This control environment material weakness was exacerbated by our acquisition of NeoPhotonics
Semiconductor in March 2013 and contributed to the following additional material weaknesses.
28
Accounting for complex transactions — We did not maintain effective internal controls related to complex transactions,
including the acquisition of NeoPhotonics Semiconductor. Our controls over the accounting, process and procedures for
the NeoPhotonics Semiconductor acquisition were not effective to provide reasonable assurance that (i) the business
combination accounting identified and considered all known acquired liabilities, (ii) the business combination accounting
reflected the appropriate application of GAAP and (iii) there was appropriate review of the purchase price allocation
entries recorded in the consolidated financial statements. This material weakness resulted in the restatement of our
condensed consolidated financial statements for the quarters ended March 31, 2013 and June 30, 2013.
Preparation and review of consolidated financial statements — We did not maintain effective internal control over
financial reporting related to the preparation and review of our consolidated financial statements. Specifically, we did not
execute controls related to the review of transactions and balances for proper classification in our balance sheet, statement
of operations and statement of cash flows. This material weakness resulted in the restatement of our condensed
consolidated financial statements for the quarters ended March 31, 2013 and June 30, 2013.
Over the course of 2014, we developed and implemented remediation plans designed to address these material weaknesses. Our
management assessed the effectiveness of our internal control over financial reporting and concluded that our internal control over
financial reporting was effective as of December 31, 2014. However, if our remediation measures are insufficient to address the
previously-identified material weaknesses or if additional material weaknesses in our internal control are discovered or occur in the
future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial
results. For more information see “Item 9A. Controls and Procedures”.
If we fail to maintain effective internal control over financial reporting in the future, the accuracy and timing of our financial
reporting may be adversely affected.
Preparing our consolidated financial statements involves a number of complex manual and automated processes, which are
dependent upon individual data input or review and require significant management judgment. One or more of these elements may
result in errors that may not be detected and could result in a material misstatement of our consolidated financial statements. Since the
year ended December 31, 2011, we have been required to comply with the internal control requirements of the Sarbanes-Oxley Act of
2002. We may experience difficulties in implementing effective internal controls over financial reporting as part of our integration of
the product lines acquired from EMCORE. The product lines we acquired from EMCORE were not subject as a stand-alone entity to
the internal control requirements of a U.S. public company. We could also experience unanticipated additional operating costs in
implementing and managing effective internal controls over financing reporting at the EMCORE facilities and operations, which
could adversely affect our financial performance.
If a material misstatement occurs in the future, we may fail to meet our future reporting obligations, we may need to restate our
financial results and the price of our common stock may decline. Our internal control over financial reporting may not prevent or
detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of
controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair
presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including any failure to implement
required new or improved controls, or if we experience difficulties in the implementation, our business and operating results may be
harmed and we may fail to meet our financial reporting obligations. Any failure of our internal controls could also adversely affect the
results of the periodic management evaluations and annual independent registered public accounting firm attestation reports regarding
the effectiveness of our internal control over financial reporting that is now applicable to us under the rules of the Securities and
Exchange Commission, or the SEC. Effective internal controls are necessary for us to produce reliable financial reports and are
important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and results
of operations could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock
could drop significantly.
We may be subject to disruptions or failures in information technology systems and network infrastructures that could have a
material adverse effect on our business and financial condition.
We rely on the efficient and uninterrupted operation of complex information technology systems and network infrastructures to
operate our business. A disruption, infiltration or failure of our information technology systems as a result of software or hardware
malfunctions, system implementations or upgrades, computer viruses, cyber attacks, third-party security breaches, employee error,
theft or misuse, malfeasance, power disruptions, natural disasters or accidents could cause breaches of data security, loss of
intellectual property and critical data and the release and misappropriation of sensitive competitive information and partner, customer
and employee personal data. Any of these events could harm our competitive position, result in a loss of customer confidence, cause
us to incur significant costs to remedy any damages and ultimately materially adversely affect our business and financial condition.
29
Covenants in our credit facilities may limit our flexibility in responding to business opportunities and competitive developments
and increase our vulnerability to adverse economic or industry conditions.
We have lending arrangements with several financial institutions, including a revolving credit and term loan agreement with
Comerica Bank and East-West Bank in the U.S. Our U.S. revolving credit and term loan agreement requires us to maintain certain
financial covenants and limits our ability to take certain actions such as incurring some kinds of additional debt, paying dividends, or
engaging in certain transactions like mergers and acquisitions, investments and asset sales without the lenders’ consent.
These restrictions may limit our flexibility in responding to business opportunities, competitive developments and adverse
economic or industry conditions. In addition, our obligations under our U.S. revolving credit and term loan agreement with Comerica
Bank and East-West Bank are secured by substantially all of our assets other than intellectual property assets, which limit our ability
to provide collateral for additional financing. A breach of any of these covenants, or a failure to pay interest or indebtedness when due
under any of our credit facilities, could result in a variety of adverse consequences, including the acceleration of our indebtedness.
We may be unable to utilize our net operating loss carryforwards to reduce our income taxes, which could adversely affect
our future financial results.
As of December 31, 2014, we had net operating loss, or NOL, carryforwards for U.S. federal and state tax purposes of
$210.5 million and $139.9 million, respectively. As these net operating losses have not been utilized, a portion began to expire in 2014
and will continue to expire further in the current and future years. The utilization of the NOL and tax credit carryforwards are subject
to a substantial limitation imposed by Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, and similar state
provisions. We recorded deferred tax assets, net of valuation allowance, for the NOL carryforwards currently available after
considering the existing Section 382 limitation. If we incur an additional limitation under Section 382, then the NOL carryforwards, as
disclosed, could be reduced by the impact of any future limitation that would result in existing NOL carryforwards and tax credit
carryforwards expiring unutilized and increases in future tax liabilities.
We are subject to government regulations that could adversely impact our business.
The Federal Communications Commission, or FCC, has jurisdiction over the entire U.S. telecommunications industry and, as a
result, our products and our U.S. customers are subject to FCC rules and regulations. Current and future FCC regulations affecting
communications services, our products or our customers’ businesses could negatively affect our business. In addition, international
regulatory standards could impair our ability to develop products for international customers in the future. Delays caused by our
compliance with regulatory requirements could result in postponements or cancellations of product orders. Further, we may not be
successful in obtaining or maintaining any regulatory approvals that may, in the future, be required to operate our business. Any
failure to obtain such approvals could harm our business and results of operations.
We may utilize conflict minerals in our production or rely on suppliers who utilize conflict minerals in their production, and the
use of such conflict minerals may negatively impact our results of operations.
In August 2012, the SEC adopted its final rule to implement Section 1502 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act regarding reporting obligations for the use of conflict minerals originating in the Democratic Republic of the Congo
and adjoining countries, and beginning on January 1, 2013, we became subject to these reporting obligations and filed our first conflict
minerals report with the SEC in the second quarter of 2014. In connection with these requirements, we regularly communicate with
customers and suppliers regarding the new conflict mineral rules and reporting obligations and continue to work with these customers
and suppliers to implement any necessary or requested compliance programs. As a result of these new rules, our results in operations
may suffer for a variety of reasons, including:
difficulty in obtaining supplies that are conflict-free;
shipping delays or the cancellation of orders for our products;
costs associated with the implementation of the conflict minerals reporting obligations; and
reputational damage in the event that we determine our products do incorporate conflict minerals or cannot be verified as
not incorporating conflict minerals.
In some instances, we rely on third-party sales representatives to assist in selling our products, and the failure of these
representatives to perform as expected could reduce our future revenue.
Although we primarily sell our products through direct sales to systems vendors, we also sell our products to some of our
customers through third-party sales representatives. Many of our third-party sales representatives also market and sell competing
products from our competitors. Our third-party sales representatives may terminate their relationships with us at any time, or with
30
short notice. Our future performance will also depend, in part, on our ability to attract additional third-party sales representatives that
will be able to market and support our products effectively, especially in markets in which we have not previously distributed our
products. If our current third-party sales representatives fail to perform as expected, our revenue and results of operations could be
harmed.
We are subject to environmental, health and safety laws and regulations, which could subject us to liabilities, increase our costs, or
restrict our business or operations in the future.
Our manufacturing operations and our products are subject to a variety of federal, state, local and international environmental,
health and safety laws and regulations in each of the jurisdictions in which we operate or sell our products. These laws and regulations
govern, among other things, air emissions, wastewater discharges, the handling and disposal of hazardous substances and wastes, soil
and groundwater contamination, employee health and safety, and the use of hazardous materials in, and the recycling of, our products.
Our failure to comply with present and future environmental, health or safety requirements, or the identification of contamination,
could cause us to incur substantial costs, including cleanup costs, monetary fines, civil or criminal penalties, or curtailment of
operations. In addition, the enactment of more stringent laws and regulations, or other unanticipated events could restrict our ability to
expand our facilities, require us to install costly pollution control equipment or incur other additional expenses, or require us to modify
our manufacturing processes or the contents of our products, which could have a material adverse effect on our business, financial
condition and results of operations.
Additionally, increasing efforts to control emissions of greenhouse gases, or GHG, may also impact us. Additional climate
change or GHG control requirements are under consideration at the federal level in the U.S. and in China. Additional restrictions,
limits, taxes, or other controls on GHG emissions could increase our operating costs and, while it is not possible to estimate the
specific impact any final GHG regulations will have on our operations, there can be no assurance that these measures will not have
significant additional impact on us.
Our Japan operations are subject to local environmental laws and regulations, and our failure to fully comply with all applicable
environmental laws and regulations could negatively affect our operations and our future results.
Following our acquisition of NeoPhotonics Semiconductor, we now own and operate a semiconductor facility in Japan which is
subject to local environmental laws and regulations, including the Japanese Environmental Quality Standards (“JEQS”) and the Water
Pollution Control Law (“Water Law”), which includes provisions for periodic monitoring of groundwater quality. The JEQS provides
guidelines for specified substances in groundwater, primarily including metals and volatile organic compounds, include some that are
either used in our operations or have been used in our facilities in prior years. In addition, the Soil Contamination Countermeasures
Law includes regulatory standards for many of the same substances regulated under the Water Law, some that are either used in our
operations or have been used in our facilities in prior years. Should any of these regulated materials be detected in local water or soil,
we could be subject to local law remedies, which could affect our ability to operate or could negatively affect our results of operations.
Adoption of international labor standards may increase our direct labor costs.
International standards of corporate social responsibility include strict requirements on labor work practices and overtime. As
global service providers and their network equipment vendors adopt these standards, we have in the past incurred and may be required
in the future to incur additional direct labor costs associated with our compliance with these standards.
Risks related to our operations in China
Our business operations conducted in China are critical to our success. A total of $61.8 million, or 20%, of our revenue in the
year ended December 31, 2014 was recognized from customers for whom we shipped products to a location in China. Additionally, a
substantial portion of our property, plant and equipment, 51% as of December 31, 2014, was located in China. We expect to make
further investments in China in the foreseeable future. Therefore, our business, financial condition, results of operations and prospects
are to a significant degree subject to economic, political, legal, and social events and developments in China.
Adverse changes in economic and political policies in China, or Chinese laws or regulations could have a material adverse effect
on business conditions and the overall economic growth of China, which could adversely affect our business.
The Chinese economy differs from the economies of most developed countries in many respects, including the level of
government involvement, level of development, growth rate and control of foreign exchange and allocation of resources. The Chinese
economy has been transitioning from a planned economy to a more market-oriented economy. Despite reforms, the government
continues to exercise significant control over China’s economic growth by way of the allocation of resources, control over foreign
currency-denominated obligations and monetary policy and provision of preferential treatment to particular industries or companies.
Moreover, the laws, regulations and legal requirements in China, including the laws that apply to foreign-invested enterprises are
31
relatively new and are subject to frequent changes. The interpretation and enforcement of such laws is uncertain. Any adverse changes
to these laws, regulations and legal requirements, including tax laws, or their interpretation or enforcement, or the creation of new
laws or regulations relating to our business, could have a material adverse effect on our business. For example, the Chinese
government’s recent crackdown on alleged antitrust violations and bribery of local officials by multinational companies could signal a
broad trend toward elevated scrutiny of foreign corporations operating in the country.
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. The Chinese government has implemented various measures to
encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy,
but may also have a negative effect on us. The Chinese government has recently implemented a number of measures to control the rate
of economic growth, including by raising interest rates and adjusting deposit reserve ratios for commercial banks as well as by
implementing other measures designed to tighten credit and liquidity. These measures have contributed to a slowdown of the Chinese
economy. Any continuing or worsening slowdown could significantly reduce domestic commerce in China. An economic downturn,
whether actual or perceived, a further decrease in economic growth rates or an otherwise uncertain economic outlook in China or any
other market in which we may operate could have a material adverse effect on our business, financial condition and results of
operation.
Our cost advantage from having our manufacturing and part of our research and development in China may diminish over time
due to increasing labor costs, which could materially and adversely affect our operating results.
The labor market in China, particularly in the manufacturing-heavy Southeast region of China where our manufacturing
facilities are located, has experienced higher costs due to increased wages. We were required to pay additional employee benefits
taxes beginning in late 2010 and were subject to increases in the minimum wage in 2011, 2012, 2013 and 2014. We expect that we
will be subject to further increases in personnel costs and taxes in the future due to market conditions and/or government mandates. If
labor costs in China continue to increase, our gross margins and profit margins and results of operations may be adversely affected. In
addition, our competitive advantage against competitors with manufacturing in traditionally higher cost countries would be
diminished.
The termination, expiration or unavailability of our preferential income tax treatment in China may have a material adverse effect
on our operating results.
Effective January 1, 2008, the China Enterprise Income Tax Law, or the EIT law, imposes a single uniform income tax rate of
25% on all Chinese enterprises, including foreign-invested enterprises, and eliminates or modifies most of the tax exemptions,
reductions and preferential treatment available under the previous tax laws and regulations. As a result, our subsidiaries in China may
be subject to the uniform income tax rate of 25% unless we are able to qualify for preferential status. Historically, we have qualified
for a preferential 15% tax rate that is available for new and high technology enterprises. The preferential tax rate applied to 2014, 2013
and 2012. We realized benefits from this 10% reduction in tax rate of $0.5 million, $0.2 million and $0.9 million for 2014, 2013 and
2012, respectively. In order to retain the preferential tax rate, we must meet certain operating conditions, satisfy certain product
requirements, meet certain headcount requirements and maintain certain levels of research expenditures. The preferential tax rate that
we enjoy could be modified or discontinued altogether at any time, which could materially and adversely affect our financial condition
and results of operations.
Our subsidiaries in China may be subject to restrictions on dividend payments, on making other payments to us or any other
affiliated company, and on borrowing or allocating tax losses among our subsidiaries.
Current Chinese regulations permit our subsidiaries in China to pay dividends only out of their accumulated profits, if any,
determined in accordance with Chinese accounting standards and regulations, which are different than U.S. accounting standards and
regulations. In addition, our subsidiaries in China are required to set aside at least 10% of their respective accumulated profits each
year, if any, to fund their statutory common reserves until such reserves have reached at least 50% of their respective registered
capital, as well as to allocate a discretional portion of their after-tax profits to their staff welfare and bonus fund. As of December 31,
2014, our Chinese subsidiaries’ common reserves had not reached this threshold and, accordingly, these entities are required to
continue funding such reserves with accumulated net profits. The statutory common reserves are not distributable as cash dividends
except in the event of liquidation. In addition, current Chinese regulations prohibit inter-company borrowings or allocation of tax
losses among subsidiaries in China. Further, if our subsidiaries in China incur debt on their own behalf in the future, the instruments
governing the debt may restrict their ability to pay dividends or make other payments to us. Accordingly, we may not be able to move
our capital easily, which could harm our business.
32
Restrictions on currency exchange may limit our ability to receive and use our revenue and cash effectively.
Because a substantial portion of our revenue is denominated in RMB, any restrictions on currency exchange may limit our
ability to use revenue generated in RMB to fund any business activities we may have outside China or to make dividend payments in
U.S. dollars. Under relevant Chinese rules and regulations, the RMB is currently convertible under the “current account,” which
includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes
foreign direct investment and loans, without the prior approval of the State Administration of Foreign Exchange, or SAFE. Currently,
our subsidiaries in China may purchase foreign exchange for settlement of “current account transactions,” including the payment of
dividends to us, without the approval of SAFE. Although Chinese government regulations now allow greater convertibility of the
RMB for current account transactions, significant restrictions remain. For example, foreign exchange transactions under our primary
Chinese subsidiary’s capital account, including principal payments in respect of foreign currency-denominated obligations, remain
subject to significant foreign exchange controls and the approval of SAFE. These limitations could affect the ability of our subsidiaries
in China to obtain foreign exchange for capital expenditures through debt or equity financing, including by means of loans or capital
contributions from us. We cannot be certain that Chinese regulatory authorities will not impose more stringent restrictions on the
convertibility of the RMB, especially with respect to foreign exchange transactions. If such restrictions are imposed, our ability to
adjust our capital structure or engage in foreign exchange transactions may be limited.
In August 2008, SAFE promulgated the Circular on the Relevant Operating Issues Concerning the Improvement of the
Administration of Payment and Settlement of Foreign Currency Capital of Foreign-invested Enterprises, or Circular 142, a notice
regulating the conversion by foreign-invested enterprises or FIE of foreign currency into RMB by restricting how the converted RMB
may be used. Circular 142 requires that RMB converted from the foreign currency-dominated capital of a FIE may only be used for
purposes within the business scope approved by the applicable government authority and may not be used for equity investments
within China unless specifically provided for otherwise. In addition, SAFE strengthened its oversight over the flow and use of RMB
funds converted from the foreign currency-dominated capital of a FIE. The use of such RMB may not be changed without approval
from SAFE. Violations of Circular 142 may result in severe penalties, including substantial fines set forth in the Foreign Exchange
Administration Regulations. As a result of Circular 142, our subsidiaries in China may not be able to convert our capital contributions
to them into RMB for equity investments or acquisitions in China.
The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, establish complex
procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue
growth through acquisitions in China.
The M&A Rules establish procedures and requirements that could make some acquisitions of Chinese companies by foreign
investors more time-consuming and complex, including requirements in some instances that the Ministry of Commerce be notified in
advance of any change-of-control transaction in which a foreign investor takes control of a Chinese domestic enterprise. We may seek
to expand our business in part by acquiring complementary businesses. Complying with the requirements of the M&A Rules to
complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the
Ministry of Commerce, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our
business or maintain our market share.
Uncertainties with respect to China’s legal system could adversely affect the legal protection available to us.
Our operations in China are governed by Chinese laws and regulations. Our subsidiaries in China are generally subject to laws
and regulations applicable to foreign investments in China and, in particular, laws applicable to wholly foreign-owned enterprises.
China’s legal system is a civil law system based on written statutes. Unlike common law systems, it is a legal system where decided
legal cases have limited value as precedents. Since 1979, Chinese legislation and regulations have significantly enhanced the
protections afforded to various forms of foreign investments in China. However, China has not developed a fully-integrated legal
system, and recently-enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular,
because these laws and regulations are relatively new, the interpretation and enforcement of these laws and regulations involve
uncertainties, including regional variations within China. For example, we may have to resort to administrative and court proceedings
to enforce the legal protection under contracts or law. However, since Chinese administrative and court authorities have significant
discretion in interpreting and implementing statutory and contract terms, it may be more difficult to evaluate the outcome of
administrative and court proceedings and the level of legal protection we would receive compared to more developed legal systems.
These uncertainties may impede our ability to enforce the contracts we have entered into with our distributors, business partners,
customers and suppliers. In addition, protections of intellectual property rights and confidentiality in China may not be as effective as
in the U.S. or other countries or regions with more developed legal systems. Furthermore, the legal system in China is based in part on
government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect.
As a result, we may not be aware of our violation of these policies and rules until sometime after the violation. In addition, any
litigation in China may be protracted and result in substantial costs and diversion of resources and management attention. All the
uncertainties described above could limit the legal protections available to us and could materially and adversely affect our business
and operations.
33
Chinese regulations relating to offshore investment activities by Chinese residents and employee stock options granted by overseas-
listed companies may increase our administrative burden, restrict our overseas and cross-border investment activity or otherwise
adversely affect the implementation of our acquisition strategy. If our stockholders who are Chinese residents, or our Chinese
employees who are granted or exercise stock options, fail to make any required registrations or filings under such regulations, we
may be unable to distribute profits and may become subject to liability under Chinese laws.
Chinese foreign exchange regulations require Chinese residents and corporate entities to register with local branches of SAFE in
connection with their direct or indirect offshore investment activities. These regulations apply to our stockholders who are Chinese
residents and may apply to any offshore acquisitions that we make in the future. Pursuant to these foreign exchange regulations,
Chinese residents who make, or have previously made, direct or indirect investments in offshore companies, will be required to
register those investments. In addition, any Chinese resident who is a direct or indirect stockholder of an offshore company is required
to file or update the registration with the local branch of SAFE, with respect to that offshore company, including any material change
involving its round-trip investment, capital variation, such as an increase or decrease in capital, transfer or swap of shares, merger,
division, long-term equity or debt investment or creation of any security interest. If any Chinese stockholder fails to make the required
SAFE registration or file or update the registration, subsidiaries in China of that offshore parent company may be prohibited from
distributing their profits and the proceeds from any reduction in capital, share transfer or liquidation, to their offshore parent company,
and the offshore parent company may also be prohibited from injecting additional capital into their subsidiaries in China. Moreover,
failure to comply with the various foreign exchange registration requirements described above could result in liability under Chinese
laws for evasion of applicable foreign exchange restrictions. We cannot provide any assurances that all of our stockholders who are
Chinese residents have made or obtained, or will make or obtain, any applicable registrations or approvals required by these foreign
exchange regulations. The failure or inability of our stockholders in China to comply with the required registration procedures may
subject us to fines and legal sanctions, restrict our cross-border investment activities, or limit our Chinese subsidiaries’ ability to
distribute dividends or obtain foreign-exchange-dominated loans. Moreover, because of the uncertainties in the interpretation and
implementation of these foreign exchange regulations, we cannot predict how they will affect our business operations or future
strategy. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange
activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our results of
operations and financial condition. In addition, if we decide to acquire a domestic company in China, we cannot assure you that we or
the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and
registrations required by these foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and
could adversely affect our business and prospects.
On March 28, 2007, SAFE promulgated the Application Procedure of Foreign Exchange Administration for Domestic
Individuals Participating in Employee Stock Holding Plan or Stock Option Plan of Overseas-Listed Company, or the Stock Option
Rule. Under the Stock Option Rule, Chinese residents who are granted stock options by an overseas publicly-listed company are
required, through a Chinese agent or Chinese subsidiary of such overseas publicly-listed company, to register with SAFE and
complete certain other procedures. We and our Chinese employees who have been granted stock options are subject to the Stock
Option Rule. We have completed the process of registering our stock option and appreciation plans with SAFE. On February 20, 2012,
SAFE issued the Circular on Relevant Issues concerning Foreign Exchange Administration for Individuals in PRC Participating in
Equity Incentive Plan of Overseas-Listed Companies, or Circular 7, which provides detailed procedures for conducting foreign
exchange matters related to domestic individuals’ participation in the equity incentive plans of overseas listed companies and
supersedes the Stock Option Rule in its entirety. If we or our optionees in China fail to comply with the applicable regulations, we or
our optionees in China may be subject to fines and legal sanctions. Several of our employees in China have exercised their stock
options prior to our becoming an overseas publicly-listed company. Since there is not yet a clear regulation on how and whether
Chinese employees can exercise their stock options granted by overseas private companies, it is unclear whether such exercises were
permitted by Chinese laws and it is uncertain how SAFE or other government authorities will interpret or administer such regulations.
Therefore, we cannot predict how such exercises will affect our business or operations. For example, we may be subject to more
stringent review and approval processes with respect to our foreign exchange activities, such as remittance of dividends and foreign-
currency-denominated borrowings, which may affect our results of operations and financial condition.
We may be obligated to withhold and pay individual income tax in China on behalf of our employees who are subject to individual
income tax in China arising from the exercise of stock options. If we fail to withhold or pay such individual income tax in
accordance with applicable Chinese regulations, we may be subject to certain sanctions and other penalties and may become
subject to liability under Chinese laws.
The State Administration of Taxation has issued several circulars concerning employee stock options. Under these circulars, our
Chinese employees (which could include both employees in China and expatriate employees subject to individual income tax in
China) who exercise stock options will be subject to individual income tax in China. Our subsidiaries in China have obligations to file
documents related to employee stock options with relevant tax authorities and withhold and pay individual income taxes for those
employees who exercise their stock options. However, since there was not yet a clear regulation on how and whether Chinese
employees could exercise stock options granted by overseas private companies and how Chinese employers shall withhold and pay
individual taxes, the relevant tax authority verbally advised us that due to the difficulty in determining the fair market value of our
34
shares as a private company, we did not need to withhold and pay the individual income tax for the exercises until after we completed
our initial public offering in February 2011. Thus, we have not withheld or paid the individual income tax for the option exercises
through the date of our initial public offering. However, we cannot be assured that the Chinese tax authorities will not act otherwise
and request us to pay the individual income tax immediately and impose sanctions on us.
If the Chinese government determines that we failed to obtain approvals of, or registrations with, the requisite Chinese regulatory
authority with respect to our current and past import and export of technologies, we could be subject to sanctions, which could
adversely affect our business.
China imposes controls on technology import and export. The term “technology import and export” is broadly defined to
include, without limitation, the transfer or license of patents, software and know-how, and the provision of services in relation to
technology. Depending on the nature of the relevant technology, the import and export of technology to or from China requires either
approval by, or registration with, the relevant Chinese governmental authorities.
If we are found to be, or to have been, in violation of Chinese laws or regulations, the relevant regulatory authorities have broad
discretion in dealing with such violation, including, but not limited to, issuing a warning, levying fines, restricting us from benefiting
from these technologies inside or outside of China, confiscating our earnings generated from the import or export of such technology
or even restricting our future export and import of any technology. If the Chinese government determines that our past import and
export of technology were inconsistent with, or insufficient for, the proper operation of our business, we could be subject to similar
sanctions. Any of these or similar sanctions could cause significant disruption to our business operations or render us unable to
conduct a substantial portion of our business operations and may adversely affect our business and result of operations.
China regulation of loans and direct investment by offshore holding companies to China entities may delay or prevent us from
using the proceeds we received from our initial public offering to make loans or additional capital contributions to our China
subsidiaries.
From time to time, we may make loans or additional capital contributions to our China subsidiaries. Any loans to our China
subsidiaries are subject to China regulations and approvals. For example, any loans to our China subsidiaries to finance their activities
cannot exceed statutory limits, must be registered with SAFE, or its local counterpart, and must be approved by the relevant
government authorities. Any capital contributions to our China subsidiaries must be approved by the Ministry of Commerce of China
or its local counterpart. In addition, under Circular 142, our China subsidiaries, as FIEs, 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 subsidiaries. If we fail to receive such registrations or approvals, our
ability to capitalize our China subsidiaries may be negatively affected, which could materially and adversely affect our liquidity and
ability to fund and expand our business.
Dividends paid to us by our Chinese subsidiaries may be subject to Chinese withholding tax.
The EIT Law and the implementation regulations provide that a 10% withholding tax may apply to dividends payable to
investors that are “non-resident enterprises,” to the extent such dividends are derived from sources within China and in the absence of
any tax treaty that may reduce such withholding tax rate. The comprehensive Double Taxation Arrangement between China and Hong
Kong generally reduces the withholding tax on dividends paid from a Chinese company to a Hong Kong company to 5%. Dividends
paid to us by our Chinese subsidiaries will be subject to Chinese withholding tax if, as expected, we are considered a “non-resident
enterprise” under the EIT Law. If dividends from our Chinese subsidiaries are subject to Chinese withholding tax, our financial
condition may be adversely impacted to the extent of such tax.
Our worldwide income may be subject to Chinese tax under the EIT Law.
The EIT Law provides that enterprises established outside of China whose “de facto management bodies” are located in China
are considered “resident enterprises” and are generally subject to the uniform 25% enterprise income tax on their worldwide income.
Under the implementation regulations for the EIT Law issued by the State Council, a “de facto management body” is defined as a
body that has material and overall management and control over the manufacturing and business operations, personnel and human
resources, finances and treasury, and acquisition and disposition of properties and other assets of an enterprise. If we are deemed to be
a resident enterprise for Chinese tax purposes, we will be subject to Chinese tax on our worldwide income at the 25% uniform tax rate,
which could have an impact on our effective tax rate and an adverse effect on our net (loss) income, however, dividends paid to us by
our Chinese subsidiaries may not be subject to withholding if we are deemed to be a resident enterprise.
35
Dividends payable by us to our investors and gains on the sale of our common stock by our foreign investors may be subject to tax
under Chinese law.
Under the EIT Law and implementation regulations issued by the State Council, a 10% withholding tax is applicable to
dividends payable to investors that are “non-resident enterprises.” Similarly, any gain realized on the transfer of common stock by
such investors is also subject to a 10% withholding tax if such gain is regarded as income derived from sources within China. If we are
determined to be a “resident enterprise,” dividends and other income we pay on our common stock, or the gain you may realize from
the transfer of our common stock, would be treated as income derived from sources within China. If we are required under the EIT
Law to withhold tax from dividends payable to investors that are “non-resident enterprises,” or if a gain realized on the transfer of our
common stock is subject to withholding, the value of your investment in our common stock may be materially and adversely affected.
Our contractual arrangements with our subsidiaries in China may be subject to audit or challenge by the Chinese tax authorities,
and a finding that our subsidiaries in China owe additional taxes could substantially reduce our net income and the value of our
stockholders’ investment.
Under the applicable laws and regulations in China, arrangements and transactions among related parties may be subject to audit
or challenge by the Chinese tax authorities. We would be subject to adverse tax consequences if the Chinese tax authorities were to
determine that the contracts with or between our subsidiaries were not executed on an arm’s length basis, and as a result the Chinese
tax authorities could require that our Chinese subsidiaries adjust their taxable income upward for Chinese tax purposes. Such an
adjustment could adversely affect us by increasing our tax expenses.
Because a substantial portion of our business is located in China, we may have difficulty maintaining adequate management, legal
and financial controls, which we are required to do in order to comply with Section 404 of the Sarbanes-Oxley Act and securities
laws, and which could cause a material adverse impact on our consolidated financial statements, the trading price of our common
stock and our business.
Chinese companies have historically not adopted a western style of management and financial reporting concepts and practices,
which includes strong corporate governance, internal controls and computer, financial and other control systems. Most of our middle
management staff and some of our top management staff in China are not educated and trained in the western system, and we may
have difficulty hiring new employees in China with experience and expertise relating to accounting principles generally accepted in
the U.S. and U.S. public-company reporting requirements. As a result of these factors, we may experience difficulty in maintaining
management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate
records and instituting business practices that meet U.S. public-company reporting requirements. We may, in turn, experience
difficulties in maintaining adequate internal controls as required under Section 404 of the Sarbanes-Oxley Act. This may result in
material weaknesses in our internal controls which could impact the reliability of our consolidated financial statements and prevent us
from complying with SEC rules and regulations and the requirements of the Sarbanes-Oxley Act. Any such material weaknesses or
lack of compliance with SEC rules and regulations could result in restatements of our historical consolidated financial statements,
cause investors to lose confidence in our reported financial information, have an adverse impact on the trading price of our common
stock, adversely affect our ability to access the capital markets and our ability to recruit personnel, lead to the delisting of our
securities from the stock exchange on which they are traded. This could lead to litigation claims, thereby diverting management’s
attention and resources, and which may lead to the payment of damages to the extent such claims are not resolved in our favor, lead to
regulatory proceedings, which may result in sanctions, monetary or otherwise, and have a material adverse effect on our reputation
and business.
See also the risk factor “If we fail to maintain effective internal control over financial reporting in the future, the accuracy and
timing of our financial reporting may be adversely affected.”
Our consolidated affiliated entities in China are audited by auditors who are not inspected by the Public Company Accounting
Oversight Board and, as such, you are deprived of the benefits of such inspection.
Publicly traded companies in the United States are audited by independent registered public accounting firms registered with the
U.S. Public Company Accounting Oversight Board, or the PCAOB, and are required by the laws of the United States to undergo
regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards. Because the
auditors of our consolidated affiliated entities in China are located in China, a jurisdiction where the PCAOB is currently unable to
conduct inspections without the approval of the Chinese authorities, such auditors are not currently inspected by the PCAOB. On
May 24, 2013, the PCAOB announced that it had entered into a memorandum of understanding on enforcement cooperation with the
China Securities Regulatory Commission and the Ministry of Finance of China that establishes a cooperative framework between the
parties for the production and exchange of audit documents relevant to investigations in the United States and China. However, direct
PCAOB inspections of independent registered accounting firms in China are still not permitted by Chinese authorities.
36
Inspections of auditing firms that the PCAOB has conducted outside China have identified deficiencies in those firms’ audit
procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality.
This lack of PCAOB inspections in China prevents the PCAOB from regularly evaluating our Chinese auditor’s audits and its quality
control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections.
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 typically high and retention of such personnel is a
challenge to companies located in or with operations in China. Although direct labor cost does 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.
Our subsidiaries in China are subject to Chinese labor laws and regulations. Changes to Chinese labor laws and regulations may
increase our operating costs in China, which could adversely affect our financial results.
China Labor Contract Law, effective January 1, 2008, together with its implementing rules, effective September 18, 2008 and its
amendments, effective July 1, 2013, provides certain protections to Chinese employees. Under the current rules, 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 current 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.
On January 1, 2008, the Regulations on Paid Annual Leaves of Staff and Workers also took effect, followed by its implementing
measures effective September 18, 2008. These regulations provide that employees who have worked consecutively for one year or
more are entitled to paid annual leave. An employer must guarantee that employees receive the same wage income during the annual
leave period as that for the normal working period. Where an employer cannot arrange annual leave for an employee due to production
needs, upon agreement with the employee, the employer must pay daily wages equal to 300% of the employee’s daily salary for each
day of annual leave forfeited by such employee.
The Shenzhen municipal government, effective December 2010, issued a measure to require all government agencies, public
institutions, and enterprises in Shenzhen to pay a monthly housing fund. The housing fund is designed to enhance the welfare and
increase the funds available to Shenzhen employees when buying, building, renovating, or overhauling owner-occupied houses.
Employee and employers are required to make equal contributions to the housing fund, which generally can range between 5% and
20% of the employees’ average salary of the most recent year and we commenced making these contributions in the fourth quarter of
2010.
From time to time, the Chinese government has implemented requirements to increase the minimum wage for employees in
China. These requirements have resulted in the past, and may result in the future, in higher employee costs for our personnel in China.
Minimum wage rates generally vary by city and province within China and have historically increased as much as 20% on an annual
basis. We were required to increase wages to comply with these requirements and it may be necessary for us to increase wages more
than the minimum wage adjustment requires due to market conditions or additional government mandates. If labor costs in China
continue to increase, our gross margins, profit margins and results of operations may be adversely affected. In addition, our
competitive advantage against competitors with personnel costs or manufacturing in traditionally higher cost countries may be
diminished. Future changes to labor laws and regulations may materially increase the costs of our operations in China.
If any of our subsidiaries in China becomes the subject of a bankruptcy or liquidation procedures, we may lose the ability to use its
assets.
Because a substantial portion of our business and revenue are derived from China, if any of our subsidiaries in China goes
bankrupt and all or part of its assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all
of our operations in China. Any delay, interruption or cessation of all or a part of our operations in China would negatively impact our
ability to generate revenue and otherwise adversely affect our business.
37
We may be exposed to liabilities under the FCPA and Chinese anti-corruption laws, and any determination that we violated these
laws could have a material adverse effect on our business.
We are subject to the Foreign Corrupt Practice Act of 1977, or FCPA, and other laws that prohibit improper payments or offers
of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute, for
the purpose of obtaining or retaining business. We have operations, agreements with third parties and we make significant sales in
China. China also strictly prohibits bribery of government officials. Our activities in China create the risk of unauthorized payments or
offers of payments by our employees, consultants, sales agents or distributors, even though they may not always be subject to our
control. Although we have implemented policies and procedures to discourage these practices by our employees, our existing
safeguards and any future improvements may prove to be less than effective, and our employees, consultants, sales agents or
distributors may engage in conduct for which we might be held responsible. Violations of the FCPA or Chinese anti-corruption laws
may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business,
operating results and financial condition. In addition, the U.S. government may seek to hold us liable for successor liability FCPA
violations committed by companies in which we invest or that we acquire.
Risks related to ownership of our common stock
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 results of operations have varied in the past and may continue to vary significantly from quarter to
quarter. This variability may lead to volatility in our stock price as research analysts and investors respond to these quarterly
fluctuations. These fluctuations are due to numerous factors, including:
fluctuations in demand for our products;
the timing, size and product mix of sales of our products;
changes in our pricing and sales policies or the pricing and sales policies of our competitors;
our ability to design, manufacture and deliver products to our customers in a timely and cost-effective manner and that
meet customer requirements;
quality control or yield problems in our manufacturing operations;
our ability to timely obtain adequate quantities of the components used in our products;
length and variability of the sales cycles of our products;
unanticipated increases in costs or expenses; and
fluctuations in foreign currency exchange rates.
The foregoing factors are difficult to forecast, and these, as well as other factors, could materially adversely affect our quarterly
and annual results of operations in the future. In addition, a significant amount of our operating expenses is relatively fixed in nature
due to our internal manufacturing, research and development, sales and general administrative efforts. Any failure to adjust spending
quickly enough to compensate for a revenue shortfall could magnify the adverse impact of such revenue shortfall on our results of
operations. Moreover, our results of operations may not meet our announced 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.
Our failure to comply with conditions required for our common stock to be listed on the NYSE could result in delisting of our
common stock from the NYSE and have a significant negative effect on the value and liquidity of our securities as well as other
matters.
As a result of our failure to timely file our Annual Report on Form 10-K for the year ended December 31, 2013, as well as our
Quarterly Report on Form 10-Q for the three months ended March 31, 2014, we were not in full compliance with the NYSE Listed
Company Manual, Section 802.01E. We cured this deficiency in June 2014 by our filings of our Annual Report on Form 10-K for the
year ended December 31, 2013 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2014. We are required
to comply with the NYSE Listed Company Manual as a condition for our common stock to continue to be listed on the NYSE. If we
are unable to comply with such conditions, then our shares of common stock are subject to delisting from the NYSE.
If our common stock is delisted from the NYSE, such securities may be traded over-the-counter on the “pink sheets.” The
alternative market, however, is generally considered to be less efficient than, and not as broad as, the NYSE. Accordingly, delisting of
our common stock from the NYSE could have a significant negative effect on the value and liquidity of our securities. In addition, the
38
delisting of such stock could adversely affect our ability to raise capital on terms acceptable to us or at all. In addition, delisting of our
common stock may preclude us from using exemptions from certain state and federal securities regulations.
Our stock price may be volatile.
The market price of our common stock could be subject to wide fluctuations in response to, among other things, the risk factors
described in this section of our Annual Report on Form 10-K, and other factors beyond our control, such as fluctuations in the
valuation of companies perceived by investors to be comparable to us.
The stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of
equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of
those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions, such as
recessions, sovereign debt or liquidity issues, interest rate changes or international currency fluctuations, may negatively affect the
market price of our common stock.
In the past, many companies that have experienced volatility in the market price of their stock have been subject to securities
class action litigation. We may become the target of this type of litigation in the future. Securities litigation against us could result in
substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.
If research analysts do not publish research about our business or if they issue unfavorable commentary or downgrade our
common stock, our stock price and trading volume could decline.
The trading market for our common stock depends in part on the research and reports that research analysts publish about us and
our business. The price of our common stock could decline if one or more research analysts downgrade our stock or if those analysts
issue other unfavorable commentary or cease publishing reports about us or our business. If one or more of the research analysts
ceases coverage of our company or fails to publish reports on us regularly, demand for our common stock could decrease, which could
cause our stock price or trading volume to decline.
The concentration of our capital stock ownership with our principal stockholders, executive officers and directors and their
affiliates will limit other stockholders’ ability to influence corporate matters.
As of December 31, 2014, our executive officers and directors, and entities that are affiliated with them, beneficially own an
aggregate of approximately 56% of our outstanding common stock. This significant concentration of share ownership may adversely
affect the trading price for our common stock because investors often perceive disadvantages in owning stock in companies with
controlling stockholders. Also, as a result, these stockholders, acting together, will be able to control our management and affairs and
matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.
Consequently, this concentration of ownership may have the effect of delaying or preventing a change in control, including a merger,
consolidation or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise
attempting to obtain control, even if such a change in control would benefit our other stockholders.
We currently do not intend to pay dividends on our common stock and, consequently, your only opportunity to achieve a return on
your investment is if the price of our common stock appreciates.
We currently do not plan to declare dividends on shares of our common stock in the foreseeable future. In addition, the terms of
our U.S. revolving credit and term loan agreement with Comerica Bank and East-West Bank restrict our ability to pay dividends.
Consequently, your only opportunity to achieve a return on your investment in our company will be if the market price of our common
stock appreciates and you sell your shares at a profit. There is no guarantee that the price of our common stock that will prevail in the
market after our initial public offering will ever exceed the price that you pay.
Our charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the
market price of our stock.
Our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that could delay
or prevent a change in control of our company. These provisions could also make it more difficult for stockholders to elect directors
and take other corporate actions. These provisions include:
providing for a classified board of directors with staggered, three-year terms;
not providing for cumulative voting in the election of directors;
39
authorizing our board of directors to issue, without stockholder approval, preferred stock rights senior to those of common
stock;
prohibiting stockholder action by written consent;
limiting the persons who may call special meetings of stockholders; and
requiring advance notification of stockholder nominations and proposals.
In addition, we have been governed by the provisions of Section 203 of the Delaware General Corporate Law since the
completion of our initial public offering. These provisions may prohibit large stockholders, in particular those owning 15% or more of
our outstanding common stock, from engaging in certain business combinations without approval of substantially all of our
stockholders for a certain period of time.
These and other provisions in our amended and restated certificate of incorporation, our amended and restated bylaws and under
Delaware law could discourage potential takeover attempts, reduce the price that investors might be willing to pay for shares of our
common stock in the future and result in the market price being lower than it would be without these provisions.
40
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2.
PROPERTIES
Our properties consist primarily of owned and leased office and manufacturing facilities. Our corporate headquarters are located
in San Jose, California and our manufacturing facilities are primarily located in Shenzhen and Dongguan, China. The following
schedule presents the approximate square footage of our facilities as of December 31, 2014:
Location
San Jose, California (1) .................................................
Square Feet
63,526
Fremont, California .....................................................
73,186
Shenzhen, China (2) ......................................................
236,853
Commitment and Use
Leased; 2 buildings used for corporate headquarters offices
and wafer fabrication.
Leased; 2 buildings used for wafer fabrication and research
and development.
Owned; 1 building and 1 floor of a building. Used for
manufacturing, research and development, and sales and
marketing.
Shenzhen, China .........................................................
21,533
Leased; 2 buildings used for staff dormitory.
Dongguan, China ........................................................
94,550
Tokyo, Japan ...............................................................
13,351
Leased; 2 buildings used for manufacturing and staff
dormitory.
Owned; 1 building used for manufacturing, research and
development and marketing.
(1) One building, 24,212 square feet has been sub-leased until October 2015.
(2)
The owned floor of the building in Shenzhen, representing 23,361 square feet, was leased to a tenant effective February 2014.
In addition, we lease a number of smaller offices for warehouse, manufacturing, research and other functions.
41
ITEM 3.
LEGAL PROCEEDINGS
From time to time, we are involved in litigation that we believe is of the type common to companies engaged in our line of
business, including commercial disputes and employment issues. As of the date of this Annual Report on Form 10-K, other than as
described below, we are not involved in any pending legal proceedings that we believe could have a material adverse effect on our
financial condition, results of operations or cash flows. However, as described below, a certain dispute involves a claim by a third
party that our activities infringe their intellectual property rights. This and other types of intellectual property rights claims generally
involve the demand by a third party that we cease the manufacture, use or sale of the allegedly infringing products, processes or
technologies and/or pay substantial damages or royalties for past, present and future use of the allegedly infringing intellectual
property. Claims that our products or processes infringe or misappropriate any third-party intellectual property rights (including claims
arising through our contractual indemnification of our customers) often involve highly complex, technical issues, the outcome of
which is inherently uncertain. Moreover, from time to time, we may pursue litigation to assert our intellectual property rights.
Regardless of the merit or resolution of any such litigation, complex intellectual property litigation is generally costly and diverts the
efforts and attention of our management and technical personnel which could adversely affect our business.
On January 5, 2010, Finisar Corporation, or Finisar, filed a complaint in the U.S. District Court for the Northern District of
California against Source Photonics, Inc., MRV Communications, Inc., Oplink Communications, Inc. and us, or collectively, the co-
defendants. In the complaint, Finisar alleged infringement of certain of its U.S. patents arising from the co-defendants’ respective
manufacture, importation, use, sale of or offer to sell certain optical transceiver products. On March 23, 2010, we filed an answer to
the complaint and counterclaims, asserting two claims of patent infringement and additional claims asserting that Finisar has violated
state and federal competition laws and violated its obligations to license on reasonable and non-discriminatory terms. On May 5, 2010,
the court dismissed without prejudice all co-defendants (including us) except Source Photonics, Inc., on grounds that such claims
should have been asserted in four separate lawsuits, one against each defendant. This dismissal without prejudice does not prevent
Finisar from bringing a new similar lawsuit against us. On January 18, 2011, we and Finisar agreed to suspend their respective claims
and not to refile the originally asserted claims against each other until at least 90 days after one or more specified events occur
resulting in the partial or complete resolution of litigation involving the same Finisar patents between Oplink Communications, Inc.
and Finisar. This tolling period expired on April 30, 2012. On May 3, 2012 we and Finisar agreed to further toll our respective claims
until the refiling of certain of the previously asserted claims from this dispute. As a result, Finisar is permitted to bring a new lawsuit
against us if it chooses to do so, and we may bring new claims against Finisar upon seven days written notice prior to filing such
claims.
On January 2, 2013, we were served with a lawsuit, filed in Belgium by Laser 2000 Beneluo SA (“Laser 2000”), based on the
fact that we requested that Santur Corporation terminate the distributor relationship between Santur and Laser 2000 prior to closing of
the acquisition of Santur by us. The distributor agreement was formally terminated as of January 3, 2012. Laser 2000 claims that we
owe Laser 2000 commissions from 2011 and the first semester of 2012 in addition to commissions based on European Directive
86/653 on sales representatives. Laser 2000 claims that it is owed outstanding commissions from 2011, commissions for the first
semester of 2012, expected commissions and for the Directive 86/653 commissions. We paid $492,000 to Laser 2000 as partial
settlement of claims and to avoid penalties from the Court and submitted a legal brief to court on September 16, 2013. Laser 2000
filed a response on December 16, 2013 and we filed the final rebuttal brief on January 30, 2014. We are awaiting a response from the
Belgian Court. We are defending the claims vigorously but are unable to predict the duration or outcome of the lawsuit at this time.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
42
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
As of February 28, 2015, there were approximately 108 holders of record of our common stock (not including beneficial holders
of our common stock holder in street names). We have not paid cash dividends on our common stock since our inception, and we do
not anticipate paying any in the foreseeable future. Any future determination as to the declaration and payment of dividends, if any,
will be at the discretion of our board of directors and will depend on then existing conditions, including our financial condition,
operating results, contractual restrictions, capital requirements, business prospects, consent from our existing credit facility lender in
the U.S., and other factors our board of directors may deem relevant.
The following table sets forth, for the periods indicated, the high and low sales prices of our common stock as reported by the
New York Stock Exchange.
Fiscal Year 2014:
Low
High
First Quarter ................................................................................................ $
Second Quarter ........................................................................................... $
Third Quarter .............................................................................................. $
Fourth Quarter ............................................................................................ $
6.61 $ 8.41
3.82 $ 8.10
2.42 $ 4.04
2.46 $ 3.78
Fiscal Year 2013:
First Quarter ................................................................................................ $
Second Quarter ........................................................................................... $
Third Quarter .............................................................................................. $
Fourth Quarter ............................................................................................ $
4.79 $ 6.09
4.75 $ 8.81
6.20 $ 9.77
5.31 $ 7.98
The graph below shows the cumulative total stockholder return of an investment of $100 (and the reinvestment of any dividends
thereafter) on February 2, 2011 (the first trading day of NeoPhotonics Corporation common stock) in (i) our common stock, (ii) the
S&P 500 Index and (iii) the NASDAQ Telecommunications Index. Our stock price performance shown in the graph below is not
indicative of future stock price performance. The following graph and related information shall not be deemed “soliciting material” or
be deemed to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing, except to the
extent that we specifically state that such graph and related information are incorporated by reference into such filing.
175
150
125
100
75
50
25
-
2/2/2011
12/31/2011
12/31/2012
12/31/2013
12/31/2014
NeoPhotonics
S&P 500
NASDAQ Telecom
43
02/02/11 ....................................................................... $
12/31/11 ....................................................................... $
12/31/12 ....................................................................... $
12/31/13 ....................................................................... $
12/31/14 ....................................................................... $
100 $
35 $
43 $
53 $
26 $
NeoPhotonics
S&P 500
NASDAQ Telecom
100
83
84
105
114
100 $
96 $
109 $
142 $
158 $
For equity compensation plan information refer to Item 12 of this Annual Report on Form 10-K.
ITEM 6.
SELECTED FINANCIAL DATA
The following selected consolidated financial data should be read together with our consolidated financial statements and the
related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in
this Annual Report on Form 10-K. The selected consolidated financial data in this section is not intended to replace our consolidated
financial statements and the related notes.
We derived the consolidated statements of operations data for the years ended December 31, 2014, 2013 and 2012 and the
consolidated balance sheet data as of December 31, 2014 and 2013 from our consolidated financial statements appearing elsewhere in
this Annual Report on Form 10-K. The consolidated statements of operations data for the years ended December 31, 2011 and 2010
and the consolidated balance sheet data as of December 31, 2012, 2011 and 2010 are derived from our consolidated financial
statements, which are not included in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of our
future results.
In the fourth quarter of 2011, we initiated a plan to sell a component of our business, Shenzhen Photon Broadband Technology
Co., Ltd. (Broadband), a subsidiary in China. In January 2012, we entered into a purchase agreement with a third party to dispose of
our 100% equity interest in Broadband for a total cash consideration of RMB 13.0 million ($2.1 million), and the transaction closed in
March 2012. As such, the net assets of Broadband were classified as held-for-sale in our consolidated balance sheets and the results of
operations associated with Broadband were presented as discontinued operations in our consolidated statements of operations for all
periods presented through 2012.
Consolidated Statement of Operations Data:
2014 (1)
2013 (2)
Years ended December 31,
2012
(in thousands, except per share data)
2011 (3)
Revenue ................................................................................. $
Cost of goods sold ..................................................................
Gross profit ............................................................................
Operating expenses ................................................................
(Loss) income from operations ..............................................
Interest and other income (expense), net (4) ............................
Provision for income taxes .....................................................
(Loss) income from continuing operations ............................ $
Basic and diluted net (loss) income per share from
continuing operations attributable to NeoPhotonics
Corporation common stockholders: (5) ............................... $
306,177 $
235,059
71,118
90,250
(19,132)
1,932
(2,519)
(19,719) $
282,242 $
217,069
65,173
98,846
(33,673)
538
(1,204)
(34,339) $
245,423 $ 201,029 $
150,944
184,163
50,085
61,260
78,551
78,167
(28,466)
(16,907 )
14,231
599
(1,155)
(1,364 )
(15,390) $
(17,672 ) $
2010
177,679
123,373
54,306
47,812
6,494
(533)
(2,289)
3,672
(0.61) $
(1.11) $
(0.62 ) $
(1.45) $
—
Consolidated Balance Sheet Data:
2014
2013
Years ended December 31,
2012
(in thousands)
2011
2010
Cash and cash equivalents ...................................................... $
Short-term investments ..........................................................
Restricted cash and investments .............................................
Working capital (6) ..................................................................
Total assets .............................................................................
Long-term debt (including current portion) ...........................
Redeemable convertible preferred stock (7) ............................
Common stock and additional paid-in capital (7) ....................
Total equity (deficit) ..............................................................
43,035 $
—
21,254
102,130
286,284
23,336
—
456,271
159,456
57,101 $
17,916
2,138
124,298
302,227
34,475
—
447,546
176,811
36,940 $
64,301
2,626
152,374
295,632
22,167
—
438,934
202,680
32,321 $
54,063
3,227
124,199
277,049
27,166
—
392,854
173,654
24,659
—
2,828
44,129
172,495
8,836
211,541
93,354
(109,638)
44
(1)
In 2014, we recognized total escrow settlement gain of $4.9 million, of which $3.9 million pertained to certain indemnification
claims by us in connection with the acquisition of Santur in 2011 and $1.0 million pertained to our acquisition of NeoPhotonics
Semiconductor in 2013.
(2) We acquired NeoPhotonics Semiconductor on March 29, 2013 and its results of operations are included from the date of
acquisition.
(3) We acquired Santur on October 12, 2011 and its results of operations are included from the date of acquisition. Due to the
(4)
decrease in our market capitalization as of the end of the fourth quarter of 2011, we determined that the indicators of impairment
existed and that the carrying value of our goodwill was not recoverable. As a result, we recorded a goodwill impairment charge
of $13.1 million, of which $8.8 million was related to the acquisition of Santur in October 2011.
In 2010, we purchased shares of Ignis ASA (“Ignis”), a Norwegian company traded on the Oslo Borse (Norway stock exchange)
for $8.1 million. In 2011, we sold our shares in Ignis for $21.3 million and recognized a gain of $13.8 million. The gain was
recognized as other income in the consolidated statement of operations for the year ended December 31, 2011.
(5) See Note 6 to the Consolidated Financial Statements for a description of our calculation of net (loss) income per share.
(6) Working capital is defined as total current assets less total current liabilities.
(7)
In connection with the closing of our initial public offering in February 2011, all of the shares of Series 1, Series 2, Series 3 and
Series X preferred stock outstanding automatically converted into shares of common stock.
45
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You should read the following discussion and analysis by our management of our financial condition and results of operations in
conjunction with our consolidated financial statements and the accompanying notes.
The following discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our
plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed in the forward-looking
statements. Please also see the cautionary language at the beginning of Part I of this Annual Report on Form 10-K regarding forward-
looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in “Risk
Factors” of this Annual Report on Form 10-K.
On March 3, 2015, we announced our financial results for the year ended December 31, 2014 which included our preliminary
Condensed Consolidated Balance Sheet. Subsequently, we finalized the accounting for our subsequent events related to our debt
financing arrangements with the Comerica Bank and with the Bank of Tokyo-Mitsubishi UFJ, Ltd., respectively, as discussed below
and in Note 19 to the Consolidated Financial Statements. Accordingly, our Consolidated Balance Sheet at December 31, 2014
presented in this Annual Report on Form 10-K reflects a reclassification of $7.5 million from the current portion of long-term debt to
the long-term debt, net of current portion and a reclassification of $5.3 million from current restricted cash and investments to
restricted cash and investments, non-current.
Business overview
We develop, manufacture and sell optoelectronic products that transmit, receive and switch high speed digital optical signals for
communications networks. We sell our products to the world’s leading network equipment manufacturers, including Alcatel-Lucent
SA, Ciena Corporation, Cisco Systems, Inc., and Huawei Technologies Co., Ltd. These four companies are among our largest
customers and a focus of our strategy due to their leading market positions.
We have research and development and wafer fabrication facilities in San Jose and Fremont, California and in Tokyo, Japan that
coordinate with our research and development and manufacturing facilities in Dongguan, Shenzhen and Wuhan, China and Ottawa,
Canada. We use proprietary design tools and design-for-manufacturing techniques to align our design process with our precision
nanoscale, vertically integrated manufacturing and testing. We believe we are one of the highest volume PIC manufacturers in the
world and that we can further expand our manufacturing capacity to meet market needs.
In 2014, our revenue growth of 8% over the prior-year was driven primarily by demand for our 100Gbps speed products, as
carriers continued to accelerate deployment of high capacity optical transport networks worldwide.
We expect continued volume growth for our 100Gbps products, although quarter-to-quarter results may show considerable
variability as is usual in a rapid initial ramp-up for a new technology. Similar to revenue, our gross margins can fluctuate materially
depending on a variety of factors including average selling price changes, product mix, volume, manufacturing utilization and ongoing
manufacturing process improvements.
We are discontinuing certain products that accounted for approximately $23 million of total revenue in 2014 and are expected to
account for less than 2% of anticipated total revenue in 2015. These products, which are in the end of life, had relatively low gross
margins, and are in a “last time buy” process with customers currently. We intend to continue actions to end the life of certain
products that are not contributing to profitability, which going forward is expected to lower our annual revenue growth while
improving gross margin and profitability.
On January 2, 2015, we closed an acquisition of the tunable laser product lines of EMCORE for approximately $17.5 million.
Consideration for the transaction consisted of $1.5 million in cash and a promissory note of approximately $16.0 million, which is
subject to certain adjustments for inventory, net accounts receivable and pre-closing revenues. The promissory note will bear interest
of 5% per annum for the first year and 13% per annum for the second year; the interest will be payable semi-annually in cash, and the
note will mature two years from the closing of the transaction. In addition, the promissory note will be subject to prepayment under
certain circumstances and will be secured by certain of the assets to be sold pursuant to the asset purchase agreement with EMCORE.
The note is subordinated to our existing bank debt in the U.S. We will account for the acquisition as a business combination.
On March 29, 2013, we acquired certain assets and assumed certain liabilities related to the semiconductor Optical Components
Business Unit of LAPIS Semiconductor Co., Ltd. (“LAPIS”), a wholly-owned subsidiary of Rohm Co., Ltd. of Japan. The business is
now known as NeoPhotonics Semiconductor. Total consideration for this acquisition was approximately $24.3 million, including
$13.1 million in cash and $11.1 million in notes payable for the purchase of the real estate used by NeoPhotonics Semiconductor, of
which 700 million Japanese Yen (“JPY”) ($5.8 million) was outstanding as of December 31, 2014.
46
Debt Arrangements
During the first quarter of 2015, we completed actions to restructure certain of our debt obligations. By restructuring our debt,
we eliminated certain cash restrictions and improved our cash flow. As of December 31, 2014, we had $23.3 million of long-term
debt, which consisted of a term loan led by Comerica Bank of $17.5 million, secured by restricted cash of an equal amount, and a
mortgage from LAPIS of $5.8 million. In the first quarter of 2015, we restructured both of these arrangements to increase the usability
of our Comerica borrowing capacity by approximately $9 million while eliminating certain restrictions on cash; and we entered into a
new financing arrangement with Bank of Tokyo-Mitsubishi UFJ, Ltd. which paid off the LAPIS mortgage in Japan and increased our
available cash balances through two long-term mortgage instruments totaling $12.6 million. These actions increased our unrestricted
cash by approximately $22 million and improved our cash availability for 2015. In addition, at December 31, 2014, we had $22.8
million of short-term notes payable and borrowings in China. We expect to maintain such facilities at approximately this level
through 2015.
Product Group Reporting
We plan to realign our product group reporting for 2015. For all of 2014, revenue attributable to our “Speed and Agility”
product group was approximately 73.5% of our total revenue, of which our “High Speed” products were approximately 42.9% of total
revenue, revenue attributable to our “Access” products was approximately 20.2% of total revenue, and revenue attributable to our
“Other Telecom” products were approximately 6.3% of total revenue. In terms of our reporting structure for 2015 and beyond, for the
full year of 2014, 42.3% of our total revenue would have been reported as revenue from “High Speed Products” (100G and beyond)
and 57.7% of our total revenue would have been reported as revenue from “Network Products and Solutions.” Note that in reporting
for 2015 and onward, revenue from products designed for 40G is expected to be moved from the previously reported “High Speed” to
the new category of “Network Products and Solutions,” and such revenue is expected to continue to decline over time. The tunable
laser products acquired from EMCORE during the first quarter of 2015 is expected to be included in High Speed Products.
Update on Planned Expansion in the Russian Federation
In April 2012, we entered into a rights agreement with Open Joint Stock Company “RUSNANO” or Rusnano, one of our
principal stockholders. Under the rights agreement, we agreed to make a $30.0 million investment commitment (the “Investment
Commitment”) toward our Russian operations. The Investment Commitment can be partially satisfied by cash and/or non-cash
investment inside or outside of Russia and/or by way of non-cash asset transfers.
In July 2014, we extended our then-current Investment Commitment milestone to March 31, 2015. In March 2015, we further
extended our Investment Commitment milestone to June 30, 2015. If we fail to meet the Investment Commitment by such date, we
may be required to pay a $5.0 million penalty as the sole and exclusive remedy for damages and monetary relief available to Rusnano
for failure to meet the Investment Commitment. We are currently in discussions with Rusnano to potentially amend the related
requirements, but there can be no assurance that we will be successful in reaching an agreement with Rusnano on amending the
requirements.
Separately, on December 18, 2014, we entered into a Commitment to file a Resale Registration Statement and Related Waiver
of Registration Rights, whereby Rusnano waived certain registration rights in connection with a potential offering by us of shares of
our common stock, and we committed to file with the SEC a resale registration statement on Form S-1 covering the resale of all shares
of our common stock held by Rusnano. We are obligated to file such resale registration statement no later than April 15,
2015. Rusnano also waived its demand registration rights under the original rights agreement and has agreed to enter into a lock up
agreement with us whereby it will agree not to sell any shares of our common stock, or engage in certain other transactions relating to
our securities, for a period of 60 days from the filing date of the resale registration statement.
Critical accounting policies and estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). These
principles require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and
cash flow, and related disclosure of contingent assets and liabilities. Our estimates include those related to revenue recognition, stock-
based compensation expense, impairment analysis of goodwill and long-lived assets, valuation of inventory, purchased intangibles,
warranty liabilities and accounting for income taxes. We base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. To the extent that there are
material differences between these estimates and our actual results, our future financial statements will be affected.
We believe that of our significant accounting policies, which are described in Note 2 of Notes to Consolidated Financial
Statements, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, we believe these are
the most critical to fully understand and evaluate our financial condition and results of operations.
47
Revenue recognition
We recognize revenue from the sale of our products provided that persuasive evidence of an arrangement exists, delivery has
occurred, the price is fixed or determinable and collectability is reasonably assured. Contracts and/or customer purchase orders are
used to determine the existence of an arrangement. Shipping documents and customer acceptance, when applicable, are used to verify
delivery. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether
the sales price is subject to refund or adjustment. We assess collectability based primarily on the creditworthiness of the customer as
determined by credit checks and the customer’s payment history.
We recognize revenue when the product is shipped and title has transferred to the buyer. We bear all costs and risks of loss or
damage to the goods up to that point. On most orders, our terms of sale provide that title passes to the buyer upon shipment by us. In
certain cases, our terms of sale may provide that title passes to the buyer upon delivery of the goods to the buyer. Revenue related to
the sale of consignment inventory at customer vendor managed locations is not recognized until the product is pulled from inventory
stock by customers. Payments made to third-party sales representatives are recorded to sales and marketing expense and not a
reduction of revenue as the sales agent services they provide have an identifiable benefit and are made at similar rates of other sales
agent service providers. Shipping and handling costs are included in the cost of goods sold. We present revenue net of sales taxes and
any similar assessments.
Stock-based compensation expense
We grant stock options, stock purchase rights, stock appreciation units and restricted stock units to employees, directors and
consultants. The stock-based awards are accounted for at fair value as of the measurement date. For stock options and restricted stock
units, the measurement date is the grant date and for stock purchase rights the measurement date is the first day of the offering period.
Stock appreciation units are subject to re-measurement each reporting period.
We recognize the fair value over the period during which an employee is required to provide services in exchange for the award,
known as the requisite service period (usually the vesting period) on a straight-line basis. Stock-based compensation expense includes
the impact of estimated forfeitures. We estimate future forfeitures at the date of grant and revise the estimates, if necessary, in
subsequent periods if actual forfeitures differ from those estimates.
We generally account for stock-based compensation using the Black-Scholes-Merton option-pricing model. Determining the
appropriate fair value model and calculating the fair value of stock-based awards requires judgment, including estimating stock price
volatility, forfeiture rates and expected life. If any of these assumptions used in the option-pricing models change, our stock-based
compensation expense could change on our consolidated financial statements.
Business Combinations
We allocate the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based
on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets
and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes
significant estimates and assumptions, especially with respect to intangible assets.
Fair value estimates are based on the assumptions management believes a market participant would use in pricing the asset or
liability. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer
relationships and acquired patents and developed technology; and discount rates. Management’s estimates of fair value are based upon
assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ
from estimates.
Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one
year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available.
Long-lived assets
We assess the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. An impairment loss would be recognized when the sum of the future net cash flows expected to result from
the use of the asset and its eventual disposition is less than its carrying amount. The estimated future cash flows are based upon,
among other things, assumptions about expected future operating performance and may differ from actual cash flows. If our estimates
regarding future cash flows derived from such assets were to change, we may record an impairment to the value of these assets.
48
Valuation of inventories
We record inventories at the lower of cost (using the first-in, first-out method) or market, after we give appropriate
consideration to obsolescence and inventories in excess of anticipated future demand. In assessing the ultimate recoverability of
inventories, we are required to make estimates regarding future customer demand, the timing of new product introductions, economic
trends and market conditions. If the actual product demand is significantly lower than forecasted, we could be required to record
additional inventory write-downs which would be charged to cost of goods sold. Obsolescence is determined from several factors,
including competitiveness of product offerings, market conditions and product life cycles. Write-downs of excess and obsolete
inventory are charged to cost of goods sold. At the point of the loss recognition, a new, lower cost basis for that inventory is
established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established
cost basis. If this lower-cost inventory is subsequently sold, it will result in lower costs and higher gross margin for those products.
Any write-downs would have an adverse impact on our gross margin. During the years ended December 31, 2014, 2013 and 2012, we
recorded excess and obsolete inventory charges of $1.5 million, $3.2 million and $3.1 million, respectively.
Warranty liabilities
We provide warranties to cover defects in workmanship, materials and manufacturing of our products for a period of one to two
years to meet stated functionality specifications. From time to time, we have agreed, and may agree, to warranty provisions providing
for extended terms or with a greater scope. We test products against specified functionality requirements prior to delivery, but we
nevertheless from time to time experience claims under our warranty guarantees. We accrue for estimated warranty costs under those
guarantees based upon historical experience, and for specific items at the time their existence is known and the amounts are
determinable. We charge a provision for estimated future costs related to warranty activities to cost of goods sold based upon
historical product failure rates and historical costs incurred in correcting product failures. If we experience an increase in warranty
claims compared with our historical experience, or if the cost of servicing warranty claims is greater than expected, our gross margin
and profitability would be adversely affected. We recorded warranty expense of $0.9 million, $1.5 million and $0.1 million for each of
the years ended December 31, 2014, 2013 and 2012, respectively.
Accounting for income taxes
We record income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. In
estimating future tax consequences, generally we consider all expected future events, other than enactments or changes in tax law or
rates. We provide valuation allowances when necessary to reduce deferred tax assets to the amount expected to be realized.
We operate in various tax jurisdictions and are subject to audit by various tax authorities. We provide for tax contingencies
whenever it is deemed probable that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or
changes in tax laws. Tax contingencies are based upon their technical merits, relevant tax law and the specific facts and circumstances
as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax
contingencies.
As part of the process of preparing our consolidated financial statements, we are required to estimate our taxes in each of the
jurisdictions in which we operate. We estimate actual current tax exposure together with assessing temporary differences resulting
from differing treatment of items, such as accruals and allowances not currently deductible for tax purposes. These differences result
in deferred tax assets.
We make estimates and judgments about our future taxable income that are based on assumptions that are consistent with our
plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially
impacted. Any adjustment to the deferred tax asset valuation allowance would be recorded in the consolidated statement of operations
in the period that the adjustment is determined to be required.
49
Results of operations
The following table presents certain consolidated statements of operations data for the periods indicated as a percentage of total
revenue:
Revenue
Years Ended December 31,
2014
2013
2012
Revenue ..................................................................................
Gross profit .............................................................................
Operating expenses .................................................................
Loss from operations ..............................................................
Interest and other income (expense), net .................................
Loss before income taxes ........................................................
Net loss ...................................................................................
100 %
23 %
29 %
(6)%
1 %
(5)%
(6)%
100 %
23 %
35 %
(12 )%
— %
(12 )%
(12 )%
100 %
25 %
32 %
(7)%
— %
(7)%
(7)%
(in thousands, except percentages)
Total revenue ......................................... $
2014
306,177
% Change
2013 to 2014
8%
2013
282,242
$
% Change
2012 to 2013
15%
2012
245,423
$
We sell substantially all of our products to original equipment manufacturers, or OEMs. We recognize revenue upon delivery of
our products to the OEM. We price our products based on market and competitive conditions and may periodically reduce the price of
our products as market and competitive conditions change and as manufacturing costs are reduced. Our sales transactions to customers
are denominated primarily in Chinese Renminbi (“RMB”), U.S. dollars and JPY. Revenue is driven by the volume of shipments and
may be impacted by pricing pressures. We have generated most of our revenue from a limited number of customers.
Customers accounting for more than 10% of our total revenue and revenue from our top ten customers for the years ended
December 31, 2014, 2013 and 2012 were as follows:
Percent of revenue from customers accounting
for 10% or more of total revenue:
Huawei Technologies Co., Ltd .........................
Ciena Corporation ............................................
Alcatel-Lucent SA ............................................
Percent of revenue from top ten customers ...........
Years Ended December 31,
2014
2013
2012
38%
15%
10%
88%
27%
16%
14%
86%
36%
15%
16%
90%
For the years ended December 31, 2014, 2013 and 2012, our percentage of sales from our China-based subsidiaries, the majority
of which were denominated in RMB, were 20%, 31%, and 49%, respectively.
Total revenue increased by $23.9 million, or 8%, in 2014 compared to 2013. This increase was primarily attributable to a $30.5
million increase in revenue from our Speed and Agility products, including high speed 100Gbps products, as carriers continued to
accelerate deployments of 4G-LTE networks in China which required increases in backbone capacity, partially offset by a 5% decline
in our Access product revenue and a 14% decline in our Other Telecom products. In 2014, our Speed and Agility products accounted
for 73.5% of our total revenue, our “Access” products accounted for 20.2% of total revenue, and our “Other Telecom” products
accounted for 6.3% of total revenue. Our revenue from China increased $39.1 million, or 32%, and revenue from the United States
increased $11.6 million, or 26%, due to the relative strength in these regions, partially offset by decreases in Japan and other regions in
2014 compared to 2013.
Total revenue increased by $36.8 million in 2013 compared to 2012, representing a 15% increase. This increase was primarily
attributable to a $44.9 million increase in revenue from our high speed 100Gbps and 40Gbps products, including a significant
contribution from the newly acquired NeoPhotonics Semiconductor in Japan, partially offset by a decrease in revenue contribution
from our legacy products. In 2013, high speed products revenue increased 69% from 2012, while our Access products revenue were
down 13% from 2012.
In 2015, we expect continued growth in revenue from our 100Gbps products. We also expect that a significant portion of our
revenue will continue to be derived from a limited number of customers. As a result, the loss of, or a significant reduction in orders
from our largest customers, including Huawei Technologies Co., Ltd., Ciena Corporation and Alcatel-Lucent SA, or any of our other
50
key customers would materially affect our revenue and results of operations. We expect a significant portion of our sales to continue
to be denominated in foreign currencies, including RMB, and, to a lesser extent, in JPY and therefore may be affected by changes in
foreign exchange rates.
Cost of goods sold and gross margin
(in thousands, except percentages)
Cost of goods sold .................................. $
2014
235,059
% Change
2013 to 2014
8%
2013
$
217,069
% Change
2012 to 2013
18%
2012
$
184,163
Gross margin ..........................................
2014
23%
2013
23%
2012
25%
Our cost of goods sold consists primarily of the cost to produce wafers and to manufacture and test our products. Additionally,
our cost of goods sold includes stock-based compensation, write-downs of excess and obsolete inventory, royalty payments,
amortization of certain purchased intangible assets, depreciation, acquisition-related fair value adjustments, restructuring cost,
warranty, shipping and allocated facilities costs.
Gross margin was consistent at 23% in 2014 compared to 2013, primarily due to a reduction in overall manufacturing costs,
lower vendor cost reductions and lower warranty expenses, offset by higher standard costs compared to 2013. In 2014, overall
manufacturing costs decreased $5.4 million and warranty expenses decreased $0.7 million, partially offset by a $0.3 million increase
in intangible assets related amortization expenses, resulting in a $5.9 million increase in gross profit, compared to 2013,
Gross margin decreased to 23% in 2013 compared to 25% in 2012. The decrease in gross margin partially resulted from costs
associated with our NeoPhotonics Semiconductor acquisition, including $2.9 million fair value of the inventory over its cost at the
acquisition date recognized during the period, as well as a $1.4 million increase in our warranty provision primarily due to higher
warranty-related costs in the U.S. and China and a $0.3 million warranty accrual release in 2012 related to Santur. Our 2013 gross
margin was also impacted by restructuring charges of $0.7 million and lower average selling prices resulting from increased
competition and pricing pressure from our major customers.
In 2015, we expect to adjust our product offerings to improve overall gross margin and profitability, which may lower total
revenue growth. We expect that our gross margin is likely to continue to fluctuate due to a variety of factors, including the
introduction of new products, production volume, production volume compared to sales over time, the mix of products sold, inventory
changes, changes in the average selling prices of our products, changes in the cost and volumes of materials purchased from our
suppliers, changes in labor costs, changes in overhead costs or requirements, revaluation of stock appreciation unit awards that are
impacted by our stock price, write-downs of excess and obsolete inventories and warranty costs. In addition, we periodically negotiate
pricing with certain customers which can cause our gross margins to fluctuate, particularly in the quarters subsequent to the periods in
which the negotiations occurred.
Operating expenses
(in thousands, except percentages)
Research and development ..................... $
Sales and marketing ...............................
General and administrative ....................
Amortization of purchase intangible
assets .................................................
Asset impairment charge ........................
Restructuring charges .............................
Acquisition-related costs ........................
Adjustment to fair value of contingent
consideration .....................................
Escrow settlement gain ..........................
Total operating expenses ........................ $
2014
45,959
13,725
31,570
1,502
1,130
662
615
—
(4,913)
90,250
2013
45,853
14,242
30,012
1,532
—
775
5,406
1,026
—
98,846
% Change
2012 to
2013
$
20 %
8 %
23 %
16 %
—
1040 %
274 %
285 %
—
26 %
$
2012
38,288
13,241
24,361
1,316
—
68
1,447
(554)
—
78,167
% Change
2013 to
2014
— % $
(4) %
5 %
(2) %
— %
(15) %
(89) %
— %
— %
(9) % $
51
Research and development
Research and development expense consists of personnel costs, including stock-based compensation, for our research and
development personnel, and product development costs, including engineering services, development software and hardware tools,
depreciation of equipment and facility costs. We record all research and development expense as incurred.
Research and development expense increased $0.1 million in 2014 compared to 2013. The increase was attributable to a $0.5
million increase in depreciation and amortization expense and a $0.2 million increase in stock-based compensation expense, offset by
a $0.4 million decrease in payroll expenses due to headcount reductions and a $0.2 million reduction in development materials related
spending.
Research and development expense increased by $7.6 million in 2013 compared to 2012, representing a 20% increase. The
acquisition of NeoPhotonics Semiconductor increased our research and development expense by $3.7 million. Other increases in 2013
included $2.9 million for research and development projects to support our business growth, $1.4 million for labor and facilities
expenses related to manufacturing support of research and development activities, $0.5 million in higher compensation-related costs,
partially offset by a $1.0 million decrease related to additional retention-related compensation costs in 2012 related to the acquisition
of Santur.
We believe that investments in research and development are important to help meet our strategic objectives. In 2015, we plan
to continue to invest in research and development activities, including new products that will further enhance our competitive position.
In particular, the acquisition of the tunable laser product line of EMCORE in early January 2015 is anticipated to result in an increase
in our research and development expenses. As a percentage of total revenue, our research and development expense may vary as our
investment and revenue levels change over time.
Sales and marketing
Sales and marketing expense consists primarily of personnel costs, including stock-based compensation and sales commissions,
costs related to sales and marketing programs and services and facility costs.
Sales and marketing expense decreased by $0.5 million in 2014 compared to 2013, representing a 4% decrease, primarily due to
a $0.6 million decrease in payroll and benefit expenses and a $0.3 million decrease in product demo expenses, partially offset by a
$0.3 million increase in stock-based compensation expense.
Sales and marketing expense increased by $1.0 million in 2013 compared to 2012, representing an 8% increase which was
primarily due to increases from the acquisition of NeoPhotonics Semiconductor and higher variable compensation costs.
We expect to continue to focus on controlling our sales and marketing expenses in 2015 even as our business continues to
expand geographically. As a percentage of total revenue, our sales and marketing expense may vary as our revenue changes over time.
General and administrative
General and administrative expense consists of personnel costs, including stock-based compensation, for our finance, human
resources and information technology personnel and certain executive officers, as well as professional services costs related to
accounting, tax, banking, legal and information technology services, depreciation and facility costs.
General and administrative expense increased by $1.6 million in 2014 compared to 2013, representing a 5% increase. The
increase was primarily due to a $2.6 million increase in audit and tax fees primarily related to the restatement of our Quarterly Reports
on Forms 10-Q for the quarters ended March 31 and June 30, 2013, a $1.1 million increase in bonus expense and a $0.9 million in
payroll expenses, partially offset by a $2.1 million decrease in consulting fees, a $0.5 million decrease in benefit expenses, and a $0.2
million decrease in computer equipment expenses.
General and administrative expense increased by $5.7 million in 2013 compared to 2012, representing a 23% increase.
Consulting and professional fees increased by $3.6 million primarily related to resources to assist us in the process of remediating
weaknesses in our controls over financial reporting, to provide technical accounting support and to fill key vacant positions on an
interim basis as well as costs related to the restatement of our Quarterly Report on forms 10-Q for the quarters ended March 31 and
June 30, 2013. Additional increases included $1.4 million in higher software license and other IT-related expenses, costs from the
newly acquired NeoPhotonics Semiconductor of $1.3 million, $0.5 million in higher audit-related fees, $0.6 million in loss on disposal
of fixed assets, $1.2 million in higher stock-based compensation, payroll and related costs and $0.5 million in other costs to support
our continued growth. These increases were partially offset by a $3.3 million decrease in bonus expense and a $0.4 million decrease in
depreciation expense.
52
We expect to continue to focus on controlling our general and administrative expense in 2015. As a percentage of total revenue,
our general and administrative expense may vary as our revenue changes over time.
Amortization of purchased intangible assets
Our intangible assets are being amortized over their estimated useful lives. Amortization expense relating to technology and
patents and leasehold interests are included within cost of goods sold, while customer relationships and non-compete agreements are
recorded within operating expenses.
In 2014, amortization of purchased intangible assets was $4.3 million, of which $2.8 million was included in cost of goods sold
and $1.5 million in operating expenses, which remained relatively consistent compared to 2013.
Amortization of purchased intangible assets increased by $0.2 million in 2013 compared to 2012, representing a 16% increase
and was due to intangible assets from our NeoPhotonics Semiconductor in 2013.
Asset impairment charge
In December 2014, we wrote off certain leasehold improvements in our facilities in Fremont, California and recorded an asset
impairment charge of $1.1 million in 2014 as a result of our business re-alignment initiatives.
Restructuring charges
In 2014, we initiated a restructuring plan (the “2014 Restructuring Plan”) to refocus on our strategy execution, optimize our
structure, and improve operational efficiencies. The 2014 Restructuring Plan consists of workforce reductions primarily in the U.S and
in China. As a result, we recorded $1.1 million in restructuring charges, within costs of goods sold and operating expenses, related to
the 2014 Restructuring Plan.
During 2013, we exited and closed one facility at our headquarters location to align our facilities usage with its current size.
Additionally, we approved and implemented a restructuring action in which we reduced our workforce and closed a facility in China
and exited our contract manufacturing activities in Malaysia. We recorded a restructuring charge of $1.5 million during 2013 related
to these actions, of which $0.8 million was recorded in operating expenses with the remainder recorded in cost of goods sold.
Acquisition-related costs
In 2014, we incurred $0.6 million in acquisition-related costs related to our acquisition of EMCORE’s tunable laser product
lines. We expect to incur additional acquisition-related costs for such acquisition in 2015. In connection with our acquisition of
NeoPhotonics Semiconductor in 2013, we incurred $5.4 million in acquisition-related costs during the year ended December 31, 2013
related to investment banking, legal, accounting and other professional services and fees as well as transfer and acquisition taxes
related to real property acquired.
Escrow settlement gain and adjustment to the fair value of contingent consideration
In October 2014, we entered into a settlement agreement covering the outstanding claims in connection with our 2013
acquisition of LAPIS Semiconductor Co., Ltd. Under the terms of the settlement agreement, we received a payment of $1.0 million
(JPY 111.0 million) from the escrow account that was set up under the original merger agreement for disputed excess inventories,
which we recorded as an escrow settlement gain in 2014.
In May 2014, we entered into a settlement agreement covering the outstanding claims in connection with our 2011 acquisition of
Santur. Under the terms of the settlement agreement, a net amount of $1.9 million was paid to us from the escrow account that was set
up under the original merger agreement, which was comprised of $3.9 million related to certain indemnification claims by us
(“Indemnification Amount”), partially offset by $2.0 million related to additional consideration for the business acquisition that was
contingent upon Santur’s gross profit performance during 2012 (“Contingent Consideration Amount”). Prior to this settlement, we had
recorded $1.0 million as our estimated fair value of the Contingent Consideration Amount. As a result of this settlement, we recorded
an additional $1.0 million in our operating expenses in 2013 to adjust the fair value of the Contingent Consideration Amount to the
full $2.0 million settlement amount and recorded the $3.9 million Indemnification Amount in 2014.
53
Interest and other income, net
(in thousands, except percentages)
Interest and other income, net .................... $
2014
1,932
% Change
2013 to 2014
259%
2013
$
538
% Change
2012 to 2013
(10)%
2012
$
599
Interest and other income, net consists of interest income, interest expense and other income (expense). Interest income consists
of income earned on our cash, cash equivalents and short-term investments. Interest expense consists of amounts incurred for interest
on our outstanding debt. Other income (expense) includes foreign currency transaction gains and losses along with government
subsidies. The functional currency of our subsidiaries in China and Japan is the RMB and the JPY, respectively.
Interest and other income, net increased $1.4 million, or 259%, in 2014, from $0.5 million in 2013. The increase was primarily
due to a $1.9 million increase in net foreign exchange gain largely attributable to a weaker JPY against the U.S. dollar, partially offset
by a $0.3 million increase in interest expense related to higher debt balances and a $0.2 million decrease in interest income.
Interest and other income, net, decreased by 10% in 2013 compared to 2012. The decrease is primarily due to a $0.4 million
increase in interest expense related to higher long-term debt in 2013 and a $0.2 million decrease in interest income, which was
partially offset by a $0.6 million increase in other income. Included in other income was a $0.9 million net foreign exchange gain in
2013 which was a $1.1 million increase from a $0.2 million foreign exchange loss in 2012.
Income taxes
(in thousands, except percentages)
Provision for income taxes ...................................................... $
Effective tax rate .....................................................................
2014
2013
2012
(2,519 )
$
(15)%
(1,204 )
$
(4 )%
(1,364)
(8)%
Years ended December 31,
In 2014, 2013 and 2012, our income tax provision was primarily related to the operating profit realized in our foreign
subsidiaries in Japan and China, despite a consolidated loss before income taxes. Historically, we have experienced net losses in the
U.S. and in the short term, we expect this trend to continue. In China, one of our subsidiaries has qualified for a preferential 15% tax
rate available for high technology enterprises. The preferential rate applied to 2014, 2013 and 2012. We realized benefits from this
10% reduction in the tax rate of $0.5 million, $0.2 million and $0.9 million for 2014, 2013 and 2012, respectively. In order to retain
the preferential rate, we must meet certain operating conditions, satisfy certain product requirements, meet certain employment level
requirements and maintain certain levels of research expenditures. The preferential tax rate that we enjoy could be modified or
discontinued altogether at any time, which could materially and adversely affect our financial condition and results of operations.
The effective tax rate in 2014 of 15% was 11% higher than the 4% effective rate in 2013, primarily due to higher earnings in
foreign subsidiaries.
The effective tax rate in 2013 of 4% was 4% lower than the 8% effective rate in 2012, primarily due to a higher U.S. loss
relative to our earnings in foreign subsidiaries.
Liquidity and capital resources
At December 31, 2014, we had working capital of $102.1 million and total cash and cash equivalents of $43.0 million, of which
24% was held in accounts by our subsidiaries in China and 30% was held in accounts by our subsidiaries in Japan. In the aggregate,
approximately 55% of our cash and cash equivalents was held by our foreign subsidiaries.
Approximately $7.1 million of our accumulated deficit at December 31, 2014 was subject to restriction due to the fact that our
subsidiaries in China are required to set aside at least 10% of their respective accumulated profits each year to fund statutory common
reserves as well as allocate a discretional portion of their after-tax profits to their staff welfare and bonus fund. This restricted amount
is not distributable as cash dividends except in the event of liquidation.
We have a bank credit agreement with Comerica Bank as the lead bank. As of December 31, 2014, this credit agreement
included the following:
A revolving credit facility under which there was no amount outstanding and $20.0 million available for borrowing at
December 31, 2014, subject to covenant requirements. Amounts borrowed are due on or before March 2016 and
borrowings bear interest at an interest rate option of a base rate as defined in the agreement plus 1.75% or LIBOR plus
2.75%. As of December 31, 2014 the rate on the LIBOR option was 2.91%
54
A term loan facility under which $17.5 million was outstanding at December 31, 2014. Interest is payable quarterly in
arrears and the principal is paid in equal quarterly installments over the term of the loan ending in June 2017. Borrowings
under the term loan bear interest at an interest rate option of a base rate as defined in the agreement plus 2.0% or LIBOR
plus 3.0%. As of December 31, 2014 the rate on the LIBOR option was 3.16%
Our original credit agreement required the maintenance of specified financial covenants, including a debt to EBITDA ratio and
liquidity ratios. The agreement also restricts our ability to incur additional debt or to engage in specified transactions, restricts the
payment of dividends and is secured by substantially all of our U.S. assets, other than intellectual property assets. During 2014, we
executed an amendment to the credit agreement that waived the testing of certain covenants for compliance, provided that we maintain
compensating balances equal to outstanding amounts under the credit agreement in accounts for which the bank will have sole access.
As of December 31, 2014, the amount of our cash and investments in these compensating balance accounts for the term loan with
Comerica Bank, was $17.5 million, which was classified as current and non-current restricted cash and investments on our December
31, 2014 consolidated balance sheet.
In January 2015, we executed an amendment to the credit agreement under which the $20.0 million revolving credit facility was
replaced with a $25.0 million senior secured revolving credit line with a maturity date on November 2, 2016. Borrowings under the
amended revolving credit facility bear interest at an interest rate option of a base rate as defined in the agreement plus 1.75% or
LIBOR plus 2.75%. The amendment also modified the EBITDA and liquidity covenants and eliminated the need to maintain
compensating balances (restricted cash). In January 2015, we repaid the remaining Comerica term loan balance and borrowed $15.8
million under the amended revolving credit facility.
We regularly issue notes payable to our suppliers in China in exchange for accounts payable. These notes are supported by
noninterest bearing bank acceptance drafts and are due three to six months after issuance. As a condition of the notes payable
arrangements, we are required to keep a compensating balance at the issuing banks that is a percentage of the total notes payable
balance until the amounts are settled.
At December 31, 2014, one of our subsidiaries in China had a short-term line of credit facility with a banking institution which
expires in June 2015. Under the agreement, RMB 160.0 million ($26.0 million) can be used for bank acceptance drafts (with a 25% to
30% compensating balance requirement) and up to RMB 120.0 million ($19.5 million) can be used for short-term loans, which will
bear interest at varying rates. In September 2014, the Company’s China subsidiary renewed its second line of credit facility with a
banking institution, under which RMB 150 million ($24.4 million) can be used for bank acceptance drafts (with a 30% compensating
balance requirement) or short-term loans. This line of credit facility expires in September 2015. As of December 31, 2014, the non-
interest bearing bank acceptance drafts issued in connection with our notes payable to our suppliers in China under these line of credit
facilities had an outstanding balance of $12.8 million.
As of December 31, 2014 and 2013, the compensating balance for these bank acceptance drafts totaled $3.8 million and $2.1
million, respectively, and was classified as restricted cash and investments on our consolidated balance sheets.
In 2014, our subsidiary in China entered into two short-term advance financing agreements under one of its line of credit
facilities to borrow a total of $10.0 million against export sales to us as its parent company. The loans bear interest at rates from 2.33%
to 4.02% per annum. Interest and the principal are due in the second quarter of 2015.
In connection with the acquisition of NeoPhotonics Semiconductor on March 29, 2013, we were obligated to pay 1,050 million
JPY in three equal installments on the anniversaries of the closing date for the purchase of the real estate used by NeoPhotonics
Semiconductor, of which 700 million JPY ($5.8 million) was outstanding at December 31, 2014. The obligation bears interest at
1.5% per year, payable annually, and is secured by the acquired real estate property. This loan was repaid in full in February 2015.
On February 25, 2015, we entered into certain loan agreements and related special agreements (collectively, the “Loan
Arrangements”) with the Bank of Tokyo-Mitsubishi UFJ, Ltd. (the “Mitsubishi Bank”) that provided for (i) a term loan in the
aggregate principal amount of 500 million JPY ($4.2 million) (the “Term Loan A”) and (ii) a term loan in the aggregate principal
amount of one billion JPY ($8.4 million) (the “Term Loan B” and together with the Term Loan A, the “Bank Loans”). The Bank
Loans are secured by a mortgage on certain real property and buildings owned by our Japanese subsidiary in Japan. The full amount of
each of the Bank Loans was drawn on the closing date of February 25, 2015. Interest on the Bank Loans accrues and is paid monthly
based upon the annual rate of the monthly Tokyo Interbank Offer Rate (TIBOR) plus 1.40%. The Term Loan A requires interest only
payments until the maturity date of February 23, 2018, with a lump sum payment of the aggregate principal amount on the maturity
date. The Term Loan B requires equal monthly payments of principal equal to 8,333,000 JPY until the maturity date of February 25,
2025, with a lump sum payment of the balance of 8,373,000 JPY on the maturity date. Interest on the Term Loan B is accrued based
upon monthly TIBOR plus 1.40% and is secured by real estate collateral. In conjunction with the execution of the Bank Loans, we
paid a loan structuring fee, including consumption tax, of 40,500,000 JPY ($0.3 million).
55
The Bank Loans contain customary representations and warranties and customary affirmative and negative covenants applicable
to our Japanese subsidiary, including, among other things, restrictions on cessation in business, management, mergers or acquisitions.
The Bank Loans contain financial covenants relating to minimum net assets, maximum ordinary loss and a dividends covenant. The
Bank Loans also include customary events of default, including but not limited to the nonpayment of principal or interest, violations of
covenants, restraint on business, dissolution, bankruptcy, attachment and misrepresentations. In March 2015, we used a portion of the
proceeds of the Bank Loans to repay the then-outstanding loan related to the acquisition of NeoPhotonics Semiconductor, which had
an outstanding principal and interest amount of approximately 710 million JPY ($6.0 million).
On January 2, 2015, we closed an acquisition of the tunable laser product lines of EMCORE for approximately $17.5 million.
Consideration for the transaction consisted of $1.5 million in cash and a promissory note of approximately $16.0 million, which is
subject to certain adjustments for inventory, net accounts receivable and pre-closing revenues. The promissory note will bear interest
of 5% per annum for the first year and 13% per annum for the second year; the interest will be payable semi-annually in cash, and the
note will mature two years from the closing of the transaction. In addition, the promissory note will be subject to prepayment under
certain circumstances and will be secured by certain of the assets to be sold pursuant to the Asset Purchase Agreement. The note is
subordinated to our existing bank debt in the U.S. We will account for the acquisition as a business combination.
From time to time we accept notes receivable in exchange for accounts receivable from certain of our customers in China. These
notes receivable are non-interest bearing and are generally due within six months. Historically, we have collected on the notes
receivable in full at the time of maturity.
We believe that our existing cash, cash equivalents and cash flows from our operating activities will be sufficient to meet our
anticipated cash needs for at least 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 development efforts, the expansion of sales and marketing activities, the
introduction of new and enhanced products, the costs to increase our manufacturing capacity and our foreign operations, the
continuing market acceptance of our products and acquisitions of businesses and technology. In the event that additional financing is
required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional
capital when desired, our business, operating results and financial condition would be adversely affected.
Private placement transaction
In April 2012, we entered into a rights agreement with Open Joint Stock Company “RUSNANO”, one of our principal
stockholders. Under the rights agreement, we agreed to make a $30.0 million investment commitment (the “Investment
Commitment”) toward our Russian operations. The Investment Commitment can be partially satisfied by cash and/or non-cash
investment inside or outside of Russia and/or by way of non-cash asset transfers.
In July 2014, we extended our then-current Investment Commitment milestone to March 31, 2015. In March 2015, we further
extended our Investment Commitment deadline to June 30, 2015. If we fail to meet the Investment Commitment, we may be required
to pay a $5.0 million penalty as the sole and exclusive remedy for damages and monetary relief available to Rusnano for failure to
meet the Investment Commitment.
Separately, on December 18, 2014, we entered into a Commitment to file a Resale Registration Statement and Related Waiver
of Registration Rights, whereby Rusnano waived its registration rights in connection with a potential offering by us of shares of our
common stock, and we committed to file with the SEC a resale registration statement on Form S-1 covering the resale of all shares of
our common stock held by Rusnano, provided, however, that we are obligated to file such resale registration statement no later than
April 15, 2015. Rusnano also waived its demand registration rights under the original rights agreement and has agreed to enter into a
lock up agreement with us whereby it will agree not to sell any shares of our common stock, or engage in certain other transactions
relating to our securities, for a period of 60 days from the filing date of the resale registration statement.
Cash flow discussion
The table below sets forth selected cash flow data for the periods presented:
(in thousands)
Net cash (used in) provided by operating activities ................. $
Net cash (used in) provided by investing activities ..................
Net cash provided by financing activities ................................
Effect of exchange rates on cash and cash equivalents ............
Net (decrease) increase in cash and cash equivalents .............. $
Years ended December 31,
2013
2012
2014
(451) $
(13,945)
3,029
(2,699)
(14,066) $
4,511 $
13,304
2,515
(169 )
20,161 $
(8,790)
(20,999)
34,064
180
4,455
56
Operating activities
In 2014, net cash used in operating activities was $0.5 million, which was a $5.0 million decrease compared to the $4.5 million
cash provided by operating activities in 2013. The decrease was primarily attributable to an increase in accounts receivable due to
higher revenue in 2014 while days sales outstanding improved compared to 2013. Additional contributing factors to the increase in net
cash used in operating activities included lower accounts payable related payments and higher accrued and other liabilities in 2013 and
an increase in prepaid expenses and other assets in 2014 primarily attributable to sales tax refunds, partially offset by a reduction in
net loss, net of non-cash charges, and a lower inventory level in 2014, compared to 2013.
In 2013, net cash provided by operating activities was $4.5 million, which was a $13.3 million increase over the $8.8 million
cash used in operating activities in 2012. Contributing to the increase was a decrease in accounts receivable, particularly in China
where days sales outstanding declined and revenue was lower at the end of 2013 compared to the end of 2012. Additionally, operating
cash flow benefitted from an increase in accounts payable primarily due to higher inventory purchases in China near the end of 2013
and higher accrued and other current liabilities, partially offset by a higher net loss in 2013.
In 2012, net cash used in operating activities was $8.8 million. During the year ended December 31, 2012, we recognized a net
loss of $17.5 million, which incorporated non-cash charges, including depreciation and amortization of $18.7 million, stock-based
compensation expenses of $4.8 million and write-down of inventories of $3.1 million. These amounts were partially offset by the
purchase of inventory of $11.8 million, a reduction of accounts payable of $3.0 million and a reduction of accrued and other liabilities
of $1.0 million.
Investing activities
In 2014, net cash used in investing activities was $13.9 million, a $27.2 million decrease compared to the $13.3 million
provided by investing activities in 2013, primarily due to a $85.1 million decrease in proceeds from sales and maturities of marketable
securities and an $11.4 million increase in restricted cash, partially offset by a $49.2 million decrease in marketable securities
purchases and a $8.5 million decrease in capital equipment purchases. In addition, net cash used in acquisition was $1.5 million in
2014 for the asset purchase arrangement with EMCORE, compared to a payment of $12.7 million for the acquisition of NeoPhotonics
Semiconductor in 2013.
In 2013, net cash provided by investing activities was $13.3 million, which was a $34.3 million increase from the $21.0 million
used in investing activities in 2012. The increase was due to $56.0 million in higher net proceeds from the sale and maturity of
marketable securities, partially offset by $13.1 million cash used to purchase NeoPhotonics Semiconductor and $6.8 million in higher
purchases of property and equipment in 2013.
In 2012, net cash used in investing activities was $21.0 million. During 2012, we used $155.9 million of cash for the purchase of
equity securities and $12.7 million for capital equipment, which was offset by $145.2 million of cash received for the sale and
maturity of equity securities. We also received $1.8 million from the sale of our former Broadband subsidiary.
Financing activities
In 2014, net cash provided by financing activities was $3.0 million, an increase of $0.5 million compared to $2.5 million in
2013. The increase was primarily attributable to a $5.7 million increase in proceeds from notes payable issuances and a $5.7 million
decrease in repayment of bank loans, partially offset by an $8.4 million decrease in proceeds from bank loans, a $2.0 million payment
for the contingent consideration liability related to the Santur acquisition and a $0.6 million decrease in net proceeds from exercises of
stock options and issuance of restricted stock units.
Net cash provided by financing activities was $2.5 million and $34.1 million in 2013 and 2012, respectively. In 2012, the major
factor was $39.6 million generated from the private placement transaction. Additionally, 2013 cash from financing activities
benefitted from $7.4 million in lower net payments of bank loans and notes payable and $1.3 million in higher proceeds from the
exercise of stock options and stock issued under the ESPP.
In 2012, net cash provided by financing activities was $34.1 million. Our private placement transaction generated proceeds of
$39.6 million, net of offering expenses. We also received $2.1 million of proceeds from the purchase of common stock under the
ESPP and the exercise of employee stock options. In addition, we received $26.0 million of proceeds from the issuance of notes
payable, offset by $28.6 million of repayment of notes payable and $5.0 million of repayment of bank existing bank loans.
57
Contractual obligations and commitments
The following summarizes our contractual obligations as of December 31, 2014:
(in thousands)
Notes payable and short-term borrowing (1) ................................... $
Acquisition-related note payable (1) ................................................
Bank borrowings (1) .........................................................................
Retirement obligations (2) ................................................................
Operating leases (3) ..........................................................................
Purchase commitments (4) ...............................................................
Penalty payment derivative (5) .........................................................
Asset retirement obligations (6) .......................................................
Expected interest payments (7) ........................................................
Total commitments ........................................................................ $
Less than
1 Year
Payments due by period
1-3
Years
3-5
Years
More than
5 Years
22,771 $
696
1,750
123
1,701
37,000
530
—
64,571
584
65,155 $
— $
1,667
15,750
852
2,439
—
—
298
21,006
235
21,241 $
— $
1,667
—
764
2,182
—
—
510
5,123
—
5,123 $
—
1,806
—
3,315
1,107
—
—
84
6,312
—
6,312
Total
22,771 $
5,836
17,500
5,054
7,429
37,000
530
892
97,012
819
97,831 $
(1) See Note 11, Debt, in Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for additional information
regarding our debt.
(2) See Note 12, Pension Plans, in Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for additional
information regarding our retirement obligations.
(3) We have entered into various non-cancelable operating lease agreements for our offices in China, U.S., Japan and Canada.
(4) This is an estimate of the amount outstanding under open purchase orders for the purchase of inventory and other goods at
December 31, 2014. Certain of these open purchase orders may be cancellable without penalty.
(5) See Note 14, Stockholders’ Equity, in Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for
additional information regarding our penalty payment derivative.
(6) We have an asset retirement obligation of $0.8 million associated with our facility lease in California which is included in other
noncurrent liabilities in the consolidated balance sheet as of December 31, 2014. We also have a $0.1 million asset retirement
obligation in Japan.
(7) We calculate the expected interest payments based on our outstanding notes payable, loan and debt obligations at prevailing
interest rates as of December 31, 2014.
Uncertain Tax Positions
As of December 31, 2014, the liability for uncertain tax positions was $0.1 million. We cannot conclude on the timing of cash
payments associated with our uncertain tax positions.
Private placement transaction
In connection with our April 2012 common stock private placement transaction, we agreed to certain performance obligations
including establishing a wholly-owned subsidiary in Russia and making a $30.0 million investment (the “Investment Commitment”)
towards our Russian operations. The Investment Commitment can be partially satisfied by cash and/or stock investment inside or
outside of Russia and/or by way of non-cash asset transfers, including but not limited to capital equipment, small tools, intellectual
property, and other intangibles. A minimum of $15.0 million of the Investment Commitment is required to be satisfied by making
capital expenditure investments and we expect that the remaining $15.0 million will be satisfied through cash and non-cash general
working capital and research and development expenditures and commitments. All of the amount for general working capital can be
spent either inside or outside of Russia. However, at least 80% of the amount expended for research and development must be spent
inside Russia. General working capital can include cash or stock acquisition of other businesses or portions thereof to be owned by the
Russian subsidiary.
Our current plan is to substantially meet the $15.0 million capital expenditure portion of the Investment Commitment by
transferring non-cash assets from other entities within the consolidated Company to the Russian subsidiary, subject to the purchaser’s
approval as required in the rights agreement. We expect that the remaining $15.0 million will be satisfied through some combination
of working capital and research and development spending, which may include technology or other acquisitions acquired by cash or
stock through our Investment Commitment milestone, which has been extended from March 31, 2015 to June 30, 2015. The exact
timing and composition of those expenditures has not yet been determined. There are no legal restrictions on the specific usage of
amounts received in the private placement transaction or on withdrawal from our bank accounts for use in general corporate purposes.
58
We intend to meet the Investment Commitment by June 30, 2015. If we fail to meet the Investment Commitment by the
deadline, including failure to meet the Investment Commitment because the purchaser of the common stock does not approve the
transfer of non-cash assets, we may be required to pay a $5.0 million penalty as the sole and exclusive remedy for damages and
monetary relief available to the purchaser for failure to meet the Investment Commitment. We are currently in discussions with the
investor to potentially amend the related requirements.
Off-balance sheet arrangements
During the years ended December 31, 2014 and 2013, we did not have any significant off-balance sheet arrangements, as
defined in Item 303(a)(4)(ii) of Regulation S-K.
Recent accounting pronouncements
In November 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2014-
16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or
to Equity. ASU 2014-16 requires entities to determine the nature of the host contract by considering all stated and implied substantive
terms and features of the hybrid financial instrument, weighing each term and feature on the basis of the relevant facts and
circumstances. This ASU is effective for our annual and interim reporting periods after December 31, 2015, with early adoption
permitted. We are in the process of evaluating the impact of adoption on our consolidated financial statements.
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a
Going Concern (“ASU 2014-15”), which requires management to perform interim and annual assessments of an entity’s ability to
continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures
in its financial statements if conditions or events raise substantial doubt about its ability to continue as a going concern. ASU 2014-15
is effective for our annual reporting period ending December 31, 2016, and interim periods thereafter, with early adoption permitted.
We are in the process of evaluating the impact of adoption on our consolidated financial statements.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The standard
provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes
current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize
revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards
transfer to the customer under the existing revenue guidance. ASU 2014-09 will be effective for us on January 1, 2017. The guidance
permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year
of adoption, through a cumulative adjustment. We are in the process of evaluating the impact of adoption on our consolidated
financial statements.
In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and
Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-
08") which raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued
operations and certain other disposals that do not meet the definition of a discontinued operation. ASU 2014-08 is effective for annual
periods beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in
financial statements previously issued. The adoption of this guidance will not impact the consolidated financial statements unless the
we dispose of operations in the future.
In July 2013, the FASB issued amendments to the FASB Accounting Standard Codification on Income Taxes, to improve the
presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward
exists. This guidance is expected to reduce diversity in practice and is expected to better reflect the manner in which an entity would
settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating
loss carryforwards, similar tax losses, or tax credit carryforwards exists. We adopted this guidance on January 1, 2014. The adoption
of this guidance did not have an impact on our consolidated financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate fluctuation risk
The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we
receive from our investments without significantly increasing risk. To achieve this objective, we invest our excess cash in a variety of
securities, including U.S. government agency securities, corporate notes and bonds and money market funds meeting certain criteria.
These securities are classified as available-for-sale which are recorded on the balance sheet at fair value. We have determined that the
gross unrealized gains or losses on the available-for-sale securities at December 31, 2014 are temporary in nature. We may sell these
59
marketable securities investments in the future to fund future operating needs. Due to the restriction placed on these investments in
connection with our Comerica term loan, we recorded all our marketable securities in restricted cash and investments as of
December 31, 2014, regardless of the contractual maturity date of the securities.
As of December 31, 2014 we had $17.5 million outstanding under our U.S. credit facilities, which was subject to fluctuations in
interest rates. For the year ended December 31, 2014, a hypothetical 10% increase in the interest rate could result in approximately
$55,000 of additional annual interest expense. The hypothetical assumptions made above will be different from what actually occurs
in the future. Furthermore, the computations do not anticipate actions that may be taken by our management should the hypothetical
market changes actually occur over time. As a result, actual impacts on our results of operations in the future will differ from those
quantified above.
Foreign currency exchange risk
Foreign currency exchange rates are subject to fluctuation and may cause us to recognize transaction gains and losses in our
statements of operations. A large portion of our business is conducted through our subsidiaries in China, whose functional currency is
the RMB and Japan, whose functional currency is the JPY. To the extent that transactions by these subsidiaries are in currencies other
than their functional currencies, we bear the risk that fluctuations in the exchange rates of the RMB and JPY in relation to other
currencies could decrease our revenue and increase our costs and expenses. During the year ended December 31, 2014, we recognized
foreign currency transaction gains of $3.1 million. We use the U.S. dollar as the reporting currency for our consolidated financial
statements. Any significant revaluation of the RMB or JPY may materially and adversely affect our results of operations upon
translation of these subsidiaries’ financial statements into U.S. dollars. While we generate a significant portion of our revenue in RMB
and JPY, a majority of our operating expenses are in U.S. dollars. Therefore depreciation in RMB or JPY against the U.S. dollar
would negatively impact our revenue upon translation to U.S. dollars but the impact on operating expenses would be less. For
example, for the year ended December 31, 2014, a 10% depreciation in RMB against the U.S. dollar would have resulted in a $5.6
million decrease in our revenue and a $0.4 million increase in our net loss and a 10% depreciation in JPY would have resulted in a
$0.7 million decrease in our revenue and a $0.2 million increase in our net loss.
In connection with the NeoPhotonics Semiconductor acquisition in March 2013, we recorded a note payable of which $5.8
million was outstanding at December 31, 2014. The payment is denominated in JPY. Any currency fluctuations may impact our
results of operations.
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. In addition, our currency exchange variations
may be magnified by any Chinese exchange control regulations that restrict our ability to convert RMB into foreign currency.
Inflation risk
Inflationary factors, such as increases in our cost of goods sold and operating expenses, may adversely affect our results of
operations. Although we do not believe that inflation has had a material impact on our financial position or results of operations to
date, an increase in the rate of inflation in the future, particularly in China, may have an adverse effect on our levels of gross profit and
operating expenses as a percentage of revenue if the sales prices for our products do not proportionately increase with these increased
expenses.
60
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP) ........................................................
Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP) .............................................
FINANCIAL STATEMENTS:
Consolidated Balance Sheets as of December 31, 2014 and 2013 ........................................................................................
Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012 .......................................
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2014, 2013 and 2012 .......................
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2014, 2013 and 2012 ......................
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012 ......................................
Notes to Consolidated Financial Statements .........................................................................................................................
Page
62
63
64
65
66
67
68
69
61
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of NeoPhotonics Corporation
San Jose, California
We have audited the accompanying consolidated balance sheets of NeoPhotonics Corporation and subsidiaries (the "Company") as of
December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and
cash flows for each of the two years in the period ended December 31, 2014. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of NeoPhotonics
Corporation and subsidiaries at December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the
two years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of
America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Company's internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control—
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report
dated March 16, 2015 expressed an unqualified opinion on the Company's internal control over financial reporting.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
March 16, 2015
62
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of NeoPhotonics Corporation:
In our opinion, the consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock and
stockholders’ equity and cash flows for the year ended December 31, 2012 present fairly, in all material respects, the results of
operations and cash flows of NeoPhotonics Corporation and its subsidiaries for the year ended December 31, 2012, in conformity with
accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted
our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
San Jose, California
March 15, 2013, except for the effects of the revision discussed in Note 1 (not presented herein) to the consolidated financial
statements appearing under Item 8 of the Company’s 2013 annual report on Form 10-K, as to which the date is May 30, 2014
63
NEOPHOTONICS CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except par data)
ASSETS
Current assets:
Cash and cash equivalents .......................................................................................................... $
Short-term investments ...............................................................................................................
Restricted cash and investments .................................................................................................
Accounts receivable, net of allowance for doubtful accounts of $241 and $531 at
December 31, 2014 and 2013, respectively ...........................................................................
Inventories ..................................................................................................................................
Prepaid expenses and other current assets ..................................................................................
Total current assets ...........................................................................................................
Property, plant and equipment, net .............................................................................................
Restricted cash and investments, non-current ............................................................................
Purchased intangible assets, net .................................................................................................
Other long-term assets ................................................................................................................
Total assets ........................................................................................................................ $
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable ....................................................................................................................... $
Notes payable and short-term borrowing ...................................................................................
Current portion of long-term debt ..............................................................................................
Accrued and other current liabilities ..........................................................................................
Total current liabilities ......................................................................................................
Long-term debt, net of current portion .................................................................................................
Deferred income tax liabilities .............................................................................................................
Other noncurrent liabilities ..................................................................................................................
Total liabilities ..................................................................................................................
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $0.0025 par value, 10,000 shares authorized, no shares issued or outstanding .............
Common stock, $0.0025 par value, 100,000 shares authorized
At December 31, 2014, 32,752 shares issued and outstanding; at December 31, 2013, 31,572
shares issued and outstanding ................................................................................................
Additional paid-in capital ....................................................................................................................
Accumulated other comprehensive income .........................................................................................
Accumulated deficit .............................................................................................................................
Total stockholders’ equity ..........................................................................................................
Total liabilities and stockholders’ equity .................................................................................... $
See Accompanying Notes to Consolidated Financial Statements.
December 31,
2014
2013
43,035 $
—
5,504
77,597
57,347
15,540
199,023
57,657
15,750
10,263
3,591
286,284 $
48,949 $
22,771
2,445
22,728
96,893
20,891
1,818
7,226
126,828
57,101
17,916
2,138
64,533
64,908
9,977
216,573
68,851
—
15,005
1,798
302,227
48,569
9,738
10,325
23,643
92,275
24,150
1,004
7,987
125,416
—
—
82
456,189
5,326
(302,141)
159,456
286,284 $
79
447,467
11,687
(282,422)
176,811
302,227
64
NEOPHOTONICS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Revenue ........................................................................................................... $
Cost of goods sold ............................................................................................
Gross profit ......................................................................................................
Operating expenses:
Research and development .....................................................................
Sales and marketing ................................................................................
General and administrative .....................................................................
Amortization of purchased intangible assets ..........................................
Asset impairment charge ........................................................................
Restructuring charges .............................................................................
Acquisition-related transaction costs ......................................................
Adjustment to fair value of contingent consideration .............................
Escrow settlement gain ...........................................................................
Total operating expenses ...............................................................
Loss from operations ........................................................................................
Interest income .......................................................................................
Interest expense ......................................................................................
Other income, net ...................................................................................
Total interest and other income, net ..............................................
Loss before income taxes .................................................................................
Provision for income taxes ...............................................................................
Loss from continuing operations ......................................................................
Income from discontinued operations, net of tax .............................................
Net loss ........................................................................................................... $
2014
Years ended December 31,
2013
306,177 $
235,059
71,118
282,242 $
217,069
65,173
2012
245,423
184,163
61,260
45,959
13,725
31,570
1,502
1,130
662
615
—
(4,913)
90,250
(19,132)
189
(1,269)
3,012
1,932
(17,200)
(2,519)
(19,719)
—
(19,719) $
45,853
14,242
30,012
1,532
—
775
5,406
1,026
—
98,846
(33,673 )
348
(996 )
1,186
538
(33,135 )
(1,204 )
(34,339 )
—
(34,339 ) $
38,288
13,241
24,361
1,316
—
68
1,447
(554)
—
78,167
(16,907)
592
(568)
575
599
(16,308)
(1,364)
(17,672)
142
(17,530 )
(0.62)
28,530
Basic and diluted net loss per share ................................................................. $
Basic and diluted weighted average shares used to compute net loss per share ......
(0.61) $
32,109
(1.11 ) $
31,000
See Accompanying Notes to Consolidated Financial Statements.
65
NEOPHOTONICS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
Net loss ........................................................................................................................... $
Other comprehensive (loss) income:
Foreign currency translation adjustments (net of zero tax) ...................................
Unrealized gains (losses) on available-for-sale securities (net of zero tax) ...........
Defined benefit pension plans:
Loss arising during the period .........................................................................
Curtailments, settlements and other ................................................................
Taxes ...............................................................................................................
Total other comprehensive (loss) income .......................................................................
Comprehensive loss ........................................................................................................ $
Years Ended December 31,
2013
2012
2014
(19,719) $
(34,339) $
(17,530)
(6,411)
3
(113)
191
(31)
(6,361)
(26,080) $
41
(65)
(191)
—
73
(142)
(34,481) $
101
375
—
—
—
476
(17,054)
See Accompanying Notes to Consolidated Financial Statements.
66
NEOPHOTONICS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
Balances at December 31, 2011 ..........................
Comprehensive loss ...............................................
Initial public offering cost adjustment ..................
Issuance of common stock for investment ............
Issuance of common stock upon exercise of stock
options .............................................................
Issuance of common stock under employee stock
purchase plan ...................................................
Stock-based compensation expense ......................
Balances at December 31, 2012 ..........................
Comprehensive loss ...............................................
Issuance of common stock upon exercise of stock
options ..............................................................
Issuance of common stock under employee stock
purchase plan ....................................................
Issuance of common stock for vested restricted
stock units .........................................................
Tax withholding related to vesting of restricted
stock units .........................................................
Stock-based compensation expense ......................
Balances at December 31, 2013 ..........................
Comprehensive loss ...............................................
Issuance of common stock upon exercise of stock
options ..............................................................
Issuance of common stock under employee stock
purchase plan ....................................................
Issuance of common stock for vested restricted
stock units .........................................................
Tax withholding related to vesting of restricted
stock units .........................................................
Stock-based compensation expense ......................
Common stock
Shares
Amount
Additional
paid-in
capital
Accumulated
other
comprehensive
income
24,863 $
—
—
4,973
190
520
—
30,546
—
261
488
277
—
—
62 $
—
—
12
1
1
—
76
—
1
2
—
—
—
392,792 $
—
63
39,389
101
1,865
4,648
438,858
—
1,212
2,155
—
(565)
5,807
11,353
476
—
—
—
—
—
11,829
(142)
—
—
—
—
—
Accumulated
deficit
Total
stockholders’
equity
$
(230,553) $
(17,530)
—
—
173,654
(17,054)
63
39,401
—
102
—
—
(248,083)
(34,339)
1,866
4,648
202,680
(34,481)
—
—
—
—
—
1,213
2,157
—
(565)
5,807
31,572
—
79
—
447,467
—
11,687
(6,361)
(282,422)
(19,719)
176,811
(26,080)
174
591
524
(109)
—
1
1
1
—
—
738
1,833
(1 )
(387)
6,539
—
—
—
—
—
—
—
—
—
—
739
1,834
—
(387)
6,539
Balances at December 31, 2014 ..........................
32,752 $
82 $
456,189 $
5,326 $
(302,141) $
159,456
See Accompanying Notes to Consolidated Financial Statements.
67
NEOPHOTONICS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
2014
Years ended December 31,
2013
2012
(19,719) $
(34,339) $
(17,530)
(In thousands)
Cash flows from operating activities
Net loss ...................................................................................................................................... $
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization ........................................................................................
Stock-based compensation expense ................................................................................
Deferred taxes .................................................................................................................
Investment-related amortization and accrued interest .....................................................
Loss on disposal of property and equipment and asset impairment charge .....................
Adjustment to fair value of penalty payment derivative .................................................
Adjustment to fair value of contingent consideration......................................................
Gain on discontinued operations .....................................................................................
Allowance for doubtful accounts ....................................................................................
Write-down of inventories ..............................................................................................
Foreign currency remeasurement and other, net .............................................................
Change in assets and liabilities, net of effects of acquisitions:
Accounts receivable .............................................................................................
Inventories ...........................................................................................................
Prepaid expenses and other assets ........................................................................
Accounts payable .................................................................................................
Accrued and other liabilities ................................................................................
Net cash (used in) provided by operating activities ..................................
Cash flows from investing activities
Purchase of property, plant and equipment .....................................................................
Proceeds from disposition of property, plant and equipment ..........................................
Purchase of marketable securities ...................................................................................
Proceeds from sale of marketable securities ...................................................................
Proceeds from maturity of securities ...............................................................................
(Increase) decrease in restricted cash ..............................................................................
Acquisitions, net of cash acquired ..................................................................................
Proceeds received on sale of discontinued operations, net of tax ....................................
Net cash (used in) provided by investing activities ...................................
Cash flows from financing activities
Proceeds from issuance of common stock, net of issuance costs ....................................
Payments of deferred offering costs ................................................................................
Proceeds from exercise of stock options and issuance of stock under ESPP ...................
Tax withholding on restricted stock units .......................................................................
Proceeds from bank loans ...............................................................................................
Repayment of bank loans ................................................................................................
Proceeds from issuance of notes payable ........................................................................
Repayment of notes payable ...........................................................................................
Payment of acquisition-related contingent consideration ................................................
Net cash provided by financing activities .................................................
Effect of exchange rates on cash and cash equivalents ..............................................................
Net (decrease) increase in cash and cash equivalents .................................................................
Cash and cash equivalents at the beginning of the period ..........................................................
Cash and cash equivalents at the end of the period .................................................................... $
Supplemental disclosure of cash flow information:
23,403
6,841
1,175
86
1,292
291
—
—
(266)
1,517
(2,343)
(13,269)
4,990
(5,912)
979
484
(451)
(11,027)
9
(9,662)
9,634
9,448
(10,847)
(1,500)
—
(13,945)
—
(10)
2,571
(387)
18,089
(18,423)
25,264
(22,090)
(1,985)
3,029
(2,699)
(14,066)
57,101
43,035 $
20,381
5,736
(469)
1,003
710
101
1,026
—
(253)
3,207
(667)
7,234
(10,458)
(1,795)
7,712
5,382
4,511
(19,566)
92
(58,860)
53,847
50,358
561
(13,128)
—
13,304
—
—
3,370
(565)
26,443
(24,110)
19,543
(22,166)
—
2,515
(169)
20,161
36,940
57,101 $
Cash paid for interest ...................................................................................................... $
Cash paid for income taxes .............................................................................................
1,176 $
3,919
837 $
1,013
Supplemental disclosure of noncash investing and financing activities:
Transfer of short-term investments to restricted investments ..........................................
Changes in accounts payable and accrued liabilities related to property and equipment
purchases ...................................................................................................................
Unpaid deferred offering costs ........................................................................................
Issuance of notes to the seller of acquired business ........................................................
8,297
—
(746)
364
—
(1,397)
—
11,130
See Accompanying Notes to Consolidated Financial Statements.
68
18,716
4,777
221
585
152
—
(554)
(750)
312
3,132
—
(1,802)
(11,828)
(199)
(2,992)
(1,030)
(8,790)
(12,738)
—
(155,887)
104,258
40,935
608
—
1,825
(20,999)
39,636
—
2,070
—
—
(5,000)
25,959
(28,601)
—
34,064
180
4,455
32,485
36,940
571
531
—
2,551
—
—
NEOPHOTONICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The Company and basis of presentation
Business and organization
NeoPhotonics Corporation and its subsidiaries (NeoPhotonics or the Company) develops, manufactures and sells optoelectronic
products that transmit, receive and switch high speed digital optical signals for communications networks. The Company sells its
products worldwide, primarily to leading network equipment manufacturers.
Certain Significant Risks and Uncertainties
The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, any of the
following areas could have a negative effect on the Company in terms of its future financial position, results of operations or cash
flows: the general state of the U.S. and world economies, the highly cyclical nature of the industries the Company serves; the loss of
any of a small number of its larger customers; ability to obtain additional financing; inability to meet certain debt covenants; failure to
successfully integrate completed acquisitions; fundamental changes in the technology underlying the Company’s products; the hiring,
training and retention of key employees; successful and timely completion of product design efforts; and new product design
introductions by competitors.
Discontinued operations
In January 2012, the Company entered into a purchase agreement with a third party to divest its 100% equity interest in
Shenzhen Photon Broadband Technology Co., Ltd. (Broadband), a subsidiary in China, for a total cash consideration of RMB
13.0 million ($2.1 million), and the transaction closed in March 2012. As such, the results of operations associated with Broadband are
presented as discontinued operations in the Company’s consolidated statements of operations for 2012. Unless otherwise indicated, all
discussions herein relate to the Company’s continuing operations.
Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany
accounts and transactions have been eliminated in consolidation.
2. Summary of significant accounting policies
Use of estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported revenue and expenses during the reporting period. Significant estimates made by management
include: the useful lives of property, plant and equipment and intangible assets as well as future cash flows to be generated by those
assets; fair values of identifiable assets acquired and liabilities assumed in business combinations; allowances for doubtful accounts;
valuation allowances for deferred tax assets; write off of excess and obsolete inventories; the valuation of the penalty payment
derivative and the valuations and recognition of stock-based compensation, among others. Actual results could differ from these
estimates.
Concentration of credit risk and significant customers
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash
equivalents and trade accounts receivable. The Company’s investment policy requires cash and cash equivalents to be placed with
high-credit quality institutions and limits on the amount of credit risk from any one issuer. The Company performs ongoing credit
evaluations of its customers’ financial condition whenever deemed necessary and generally does not require collateral. The Company
maintains an allowance for doubtful accounts based upon the expected collectability of all accounts receivable, which takes into
consideration an analysis of historical bad debts, specific customer creditworthiness and current economic trends.
For the year ended December 2014, three customers accounted for 38%, 15% and 10% of the Company’s total revenue. For the
year ended December 2013, three customers accounted for 27%, 16% and 14% of the Company’s total revenue. For the year ended
December 31, 2012, three customers accounted for 36%, 16% and 15% of the Company’s total revenue. No other customers
accounted for 10% or more of total revenue in any year presented.
69
As of December 31, 2014, three customers accounted for 26%, 19% and 10% for the Company’s total accounts receivable and
as of December 31, 2013, two customers accounted for 14% and 10% of the Company’s total accounts receivable. No other customers
accounted for 10% or more of total accounts receivable as of December 31, 2014 or 2013.
Restricted cash
As a condition of the notes payable lending arrangements of the Company’s subsidiaries in China and the Company’s bank term
loan agreement, the Company is required to keep a compensating balance at the issuing banks. These balances have been excluded
from the Company’s cash and cash equivalents balance and are classified as restricted cash and investments on the Company’s
consolidated balance sheets. As of December 31, 2014 and 2013, the amount of restricted cash and investments was $21.3 million and
$2.1 million, respectively.
Cash, cash equivalents and investments
Highly liquid investments with a maturity of 90 days or less at the date of purchase are considered cash equivalents. Cash and
cash equivalents consist primarily of bank deposits. The Company’s policy is to classify money market accounts as short-term
investments other than minor amounts included in cash equivalents for administrative purposes.
The Company regularly reviews its investment portfolio to identify and evaluates investments that have indications of possible
impairment. Factors considered in determining whether a loss is other-than-temporary include: the length of time and extent to which
the fair market value has been lower than the cost basis, the financial condition and near-term prospects of the investee, credit quality,
likelihood of recovery, and the Company’s ability to hold the investment for a period of time sufficient to allow for any anticipated
recovery in fair market value.
Unrealized gains and losses, net of tax, are included in accumulated other comprehensive income as a separate component of
stockholders’ equity on the consolidated balance sheets. The amortization of premiums and discounts on the investments, and realized
gains and losses on available-for-sale securities are included in other income (expense), net in the consolidated statements of
operations. The Company uses the specific-identification method to determine cost in calculating realized gains and losses upon sale
of its marketable securities.
Marketable securities that are not restricted are reported at fair value and are classified as available-for-sale investments in our
current assets because they represent investments of cash available for current operations.
Fair Value Measurements
Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing
parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that
would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or
derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These
valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price
transparency for the instruments or market and the instruments’ complexity. Valuation techniques used to measure fair value must
maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative accounting guidance describes
a fair value hierarchy based on three levels of inputs that may be used to measure fair value, of which the first two are considered
observable and the last is considered unobservable. These levels of inputs are as follows:
Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the
measurement date.
Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or
liability. 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—Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the
asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk
inherent in the inputs to the model.
For marketable securities measured at fair value using Level 2 inputs, we review trading activity and pricing for these
investments as of the measurement date. When sufficient quoted pricing for identical securities is not available, we use market pricing
and other observable market inputs for similar securities obtained from various third party data providers. These inputs either
represent quoted prices for similar assets in active markets or have been derived from observable market data.
70
Accounts receivable
Accounts receivable include trade receivables and notes receivable from customers. The Company receives notes receivable in
exchange for accounts receivable from certain customers in China that are secured by the customer’s affiliated financial institution.
The notes are generally due within six months.
An allowance for doubtful accounts is calculated based on the aging of the Company’s trade receivables, historical experience,
and management judgment. The Company writes off trade receivables against the allowance when management determines a balance
is uncollectible and no longer actively pursues collection of the receivable.
Inventories
Inventories consist of on-hand raw materials, work-in-progress inventories and finished goods. Raw materials and work-in-
progress inventories are stored mainly on the Company’s premises. Finished goods are stored on the Company’s premises as well as
on consignment at certain customer sites.
Inventories are stated at the lower of standard cost, which approximates actual cost determined on the weighted average basis, or
market value. Inventories are recorded using the first-in, first-out method. The Company routinely evaluates quantities and values of
inventories in light of current market conditions and market trends, and records a write-down for quantities in excess of demand and
product obsolescence. The evaluation may take into consideration historic usage, expected demand, anticipated sales price, new
product development schedules, the effect new products might have on the sale of existing products, product obsolescence, customer
concentrations, product merchantability and other factors. Market conditions are subject to change and actual consumption of
inventory could differ from forecasted demand. The Company also regularly reviews the cost of inventories against their estimated
market value and records a lower of cost or market write-down for inventories that have a cost in excess of estimated market value,
resulting in a new cost basis for the related inventories which is not reversed.
Business Combinations
We allocate the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based
on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets
and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes
significant estimates and assumptions, especially with respect to intangible assets.
Fair value estimates are based on the assumptions management believes a market participant would use in pricing the asset or
liability. Critical estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from
customer relationships and acquired patents and developed technology; and discount rates. Management’s estimates of fair value are
based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results
may differ from estimates.
Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one
year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available.
Goodwill
Goodwill is reviewed for impairment at least annually or more frequently if events or changes in circumstances indicate that the
carrying value of goodwill may not be recoverable. The Company will first assess the qualitative factors to determine whether it is
more likely than not that the fair value of our single reporting operating unit is less than its carrying amount as a basis for determining
whether it is necessary to perform the two-step goodwill impairment under Accounting Standards Update (ASU) No. 2011-08,
Goodwill and Other (Topic 350): Testing Goodwill for Impairment, issued by the Financial Accounting Standards Board (FASB). If
the Company determines that it is more likely than not that its fair value is less than its carrying amount, then the two-step goodwill
impairment test is performed. The first step, identifying a potential impairment, compares the fair value of the reporting unit with its
carrying amount. If the carrying amount exceeds its fair value, the second step would need to be performed; otherwise, no further steps
are required. The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the carrying
amount of the goodwill. Any excess of the goodwill carrying amount over the applied fair value is recognized as an impairment loss,
and the carrying value of goodwill is written down to fair value. The Company did not have any goodwill on its consolidated balance
sheets at December 31, 2014 or 2013.
71
Long-lived assets
Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and
amortization is computed using the straight-line method over the following estimated useful lives:
Buildings .......................................................................... 20-30 years
Machinery and equipment ................................................ 2-7 years
Furniture, fixtures and office equipment .......................... 3-5 years
Software ........................................................................... 5-7 years
Leasehold improvements .................................................
life of the asset or lease term, if shorter
Repairs and maintenance costs are expensed as incurred.
Intangible assets acquired in a business combination are recorded at fair value. Identifiable finite-lived intangible assets are
amortized over the period of estimated benefit using the straight-line method, reflecting the pattern of economic benefits associated
with these assets. The estimated useful lives of the Company’s finite-lived intangible assets generally range from five to seven years,
except for acquired land use rights in China, which have an estimated useful life of 45 years.
The carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or
circumstances, both internally and externally, that may suggest impairment. Some factors which the Company considers to be
triggering events for impairment review include a significant decrease in the market value of an asset, a significant change in the
extent or manner in which an asset is used, a significant adverse change in the business climate that could affect the value of an asset,
an accumulation of costs for an asset in excess of the amount originally expected, a current period operating loss or cash flow decline
combined with a history of operating loss or cash flow uses or a projection that demonstrates continuing losses and a current
expectation that, it is more likely than not, a long-lived asset will be disposed of at a loss before the end of its estimated useful life.
If one or more of such facts or circumstances exist, the Company will evaluate the carrying value of long-lived assets to
determine if impairment exists, by comparing it to estimated undiscounted future cash flows over the remaining useful life of the
assets. If the carrying value of the assets is greater than the estimated future cash flow, the assets are written down to the estimated fair
value. The Company’s cash flow estimates contain management’s best estimates, using appropriate and customary assumptions and
projections at the time. Any write-down would be treated as a permanent reduction in the carrying amount of the asset and an
operating loss would be recognized.
Revenue recognition
Revenue is derived from the sale of the Company’s products. The Company recognizes revenue provided that persuasive
evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured.
Contracts and/or customer purchase orders are used to determine the existence of an arrangement. Delivery is considered to have
occurred when title and risk of loss have transferred to the customer. The price is equal to the amount invoiced to the customer and is
not subject to adjustment and customers do not have the right of return. The Company evaluates the creditworthiness of its customers
to determine that appropriate credit limits are established prior to the acceptance of an order.
Revenue is recognized when the product is shipped and title has transferred to the buyer. The Company bears all costs and risks
of loss or damage to the goods up to that point. On most orders, the Company’s shipment terms provide that title passes to the buyer
upon shipment by the Company. Other shipment terms may provide that title passes to the buyer upon delivery of the goods to the
buyer. Revenue related to the sale of consignment inventory at customer vendor managed locations is not recognized until the product
is pulled from inventory stock by customers. Shipping and handling costs are included in the cost of goods sold. The Company
presents revenue net of sales taxes and any similar assessments.
Product warranties
The Company provides warranties to cover defects in workmanship, materials and manufacturing for a period of one to two
years to meet the stated functionality as agreed to in each sales arrangement. Products are tested against specified functionality
requirements prior to delivery, but the Company nevertheless from time to time experiences claims under its warranty guarantees. The
Company accrues for estimated warranty costs under those guarantees based upon historical experience, and for specific items, at the
time their existence is known and the amounts are determinable.
72
Research and development
Research and development expense consists of personnel costs, including stock-based compensation expense, for the
Company’s research and development personnel and product development costs, including engineering services, development
software and hardware tools, depreciation of capital equipment and facility costs. Research and development costs are expensed as
incurred.
Advertising costs
Advertising costs are expensed as incurred and, to date, have not been significant.
Stock-based compensation
The Company grants stock options, stock purchase rights, stock appreciation units and restricted stock units to employees,
consultants and directors. The stock-based awards are accounted for at fair value.
The Company generally determines the fair value of stock options on the date of grant utilizing the Black-Scholes-Merton
option-pricing model. The fair value of the options is recognized over the period during which an employee is required to provide
services in exchange for the option award, known as the requisite service period (usually the vesting period) on a straight-line basis.
Stock purchase rights are accounted for at fair value, utilizing the Black-Scholes-Merton option-pricing model. The expense for
each purchase period is recognized on a straight-line basis over the requisite service period, from the beginning of the offering period
through the respective purchase date.
The Company records an expense (credit) and an equal adjustment to the liability for stock appreciation units equal to the fair
value of the vested portion of the awards as of each period end. Each reporting period thereafter, compensation expense will be
recorded, based on the remaining service period and the then fair value of the award until vesting of the award is completed. After
vesting is completed, the Company will continue to re-measure the fair value of the liability until the award is exercised or expires,
with changes in the fair value of the liability recorded in the consolidated statements of operations.
Restricted stock units are valued at the closing sales price as quoted on the New York Stock Exchange on the date of grant, and
are converted into shares of common stock upon vesting on a one-for-one basis. Vesting of restricted stock units is subject to the
employee’s continuing service to the Company. The compensation expense related to the restricted stock units is determined using the
fair value of common stock on the date of grant, and the expense is recognized on a straight-line basis over the vesting period.
Stock-based compensation expense for modified stock-based awards are recognized using the pool approach, under which the
remaining compensation cost from the original awards plus the incremental costs, if any, of the related modified awards is recognized
in its entirety over the remaining portion of the requisition service period of the corresponding modified awards.
Stock-based compensation expense recognized at fair value includes the impact of estimated forfeitures. The Company
estimates future forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ
from those estimates.
Income taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in the financial
statements and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in the consolidated
statement of operations in the period that includes the enactment date.
The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. In preparing the Company’s
consolidated financial statements, the Company is required to estimate its taxes in each of the jurisdictions in which it operates. The
Company estimates actual current tax exposure as well as assesses temporary differences resulting from different treatment of items,
such as accruals and allowances not currently deductible for tax purposes. These differences result in deferred tax assets which
represent future tax benefits to be received when certain expenses previously recognized in the financial statements become deductible
expenses under applicable income tax laws, or loss credit carryforwards are utilized.
73
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or
all of a deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future
taxable income during the periods in which those temporary differences become deductible. A valuation allowance is recorded for loss
carryforwards and other deferred tax assets where it is more likely than not that such deferred tax assets will not be realized.
Foreign currency
Generally the functional currency of the Company’s international subsidiaries is the local currency. The Company translates the
financial statements of these subsidiaries to U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates
of exchange for revenue, costs, and expenses. Translation gains and losses are recorded in accumulated other comprehensive income
as a component of stockholders’ equity. Net gains (losses) resulting from foreign exchange transactions were $3.1 million, $0.9
million, and ($0.2) million for the years ended December 31, 2014, 2013, and 2012, respectively. These gains and losses were
recorded as other income (expense), net in our consolidated statements of operations.
Net income (loss) per share
Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares
outstanding for the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average
number of common shares and potential dilutive common share equivalents outstanding during the period if the effect is dilutive.
Recent accounting pronouncements
In November 2014, the FASB issued ASU 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument
Issued in the Form of a Share is More Akin to Debt or to Equity. ASU 2014-16 requires entities to determine the nature of the host
contract by considering all stated and implied substantive terms and features of the hybrid financial instrument, weighing each term
and feature on the basis of the relevant facts and circumstances. This ASU is effective for the Company’s annual and interim reporting
periods after December 31, 2015, with early adoption permitted. The Company is in the process of evaluating the impact of adoption
on its consolidated financial statements.
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a
Going Concern (“ASU 2014-15”), which requires management to perform interim and annual assessments of an entity’s ability to
continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures
in its financial statements if conditions or events raise substantial doubt about its ability to continue as a going concern. ASU 2014-15
is effective for the Company’s annual reporting period ending December 31, 2016, and interim periods thereafter, with early adoption
permitted. The Company is in the process of evaluating the impact of adoption on its consolidated financial statements.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The standard
provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes
current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize
revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards
transfer to the customer under the existing revenue guidance. ASU 2014-09 will be effective for the Company on January 1, 2017. The
guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements
in the year of adoption, through a cumulative adjustment. The Company is in the process of evaluating the impact of adoption on its
consolidated financial statements.
In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and
Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-
08") which raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued
operations and certain other disposals that do not meet the definition of a discontinued operation. ASU 2014-08 is effective for annual
periods beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in
financial statements previously issued. The adoption of this guidance will not impact the consolidated financial statements unless the
Company disposes of operations in the future.
In July 2013, the FASB issued amendments to the FASB Accounting Standard Codification on Income Taxes, to improve the
presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward
exists. This guidance is expected to reduce diversity in practice and is expected to better reflect the manner in which an entity would
settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating
loss carryforwards, similar tax losses, or tax credit carryforwards exists. The Company adopted this guidance on January 1, 2014. The
adoption of this guidance did not have an impact on the Company’s consolidated financial statements.
74
3. Discontinued Operations
The Company entered into a purchase agreement to dispose of its 100% equity interest in Shenzhen Photon Broadband
Technology Co., Ltd. (“Broadband”), a subsidiary in China, for total cash consideration of RMB 13.0 million ($2.1 million). The
transaction closed on March 13, 2012. The Company recognized a gain of $0.6 million on the sale of Broadband, representing the
difference between the consideration received and the net assets transferred to the buyer, net of tax, which was included in its
consolidated statement of operations in 2012.
The results of operations associated with Broadband are presented as discontinued operations in the Company’s consolidated
statements of operations for the year ended December 31, 2012. Revenue and the components of net income related to the
discontinued operations were as follows (in thousands):
Revenue .............................................................................................. $
Income from discontinued operations before income taxes ............... $
Benefit from (provision for) income taxes .........................................
Net income from discontinued operations .......................................... $
2012
590
256
(114 )
142
4. Cash, cash equivalents and short-term investments and restricted cash and investments
The following table summarizes the Company’s cash, cash equivalents, short-term investments, and restricted cash and
investments at December 31, 2014 and 2013 (in thousands):
December 31,
2014
December 31,
2013
Cash and cash equivalents:
Cash ................................................................................................ $
Cash equivalents .............................................................................
Cash and cash equivalents ....................................................... $
Short-term investments .......................................................................... $
Restricted cash and investments:
Restricted cash and investments, current ........................................ $
Restricted cash and investments, non-current .................................
Total restricted cash and investments ....................... $
43,035 $
—
43,035 $
— $
5,504 $
15,750
21,254 $
50,550
6,551
57,101
17,916
2,138
—
2,138
The Company classifies cash, cash equivalents and investments in marketable securities as restricted cash and investments on its
consolidated balance sheets for compensating balance requirements related to its term loan facility with Comerica Bank in the U.S.
and bank acceptance drafts in China (see Note 11).
The following table summarizes the Company’s unrealized gains and losses related to the cash equivalents, short-term
investments and restricted investments in marketable securities designated as available-for-sale (in thousands):
As of December 31, 2014
Gross
Unrealized
Losses
Gross
Unrealized
Gains
Amortized
Cost
Fair
Value
Amortized
Cost
As of December 31, 2013
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Cash equivalents
Money market funds ... $
Time deposits ...........
Total ..................... $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
11 $
6,540
6,551 $
— $
—
— $
— $
—
— $
11
6,540
6,551
Short-term investments and
restricted investments:
Money market funds ... $
Corporate bonds .......
Foreign bonds and
4,587 $
2,004
— $
6
— $
—
4,587 $
2,010
4,577 $
6,708
— $
3
— $
(5)
4,577
6,706
notes .....................
—
—
—
—
4,827
5
—
4,832
Variable rate demand
notes .....................
Total ......
1,700
8,291
—
6
—
—
1,700
8,297
1,801
17,913
—
8
—
(5)
1,801
17,916
75
As of December 31, 2014
Gross
Unrealized
Losses
Gross
Unrealized
Gains
Amortized
Cost
Fair
Value
Amortized
Cost
As of December 31, 2013
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Reported within:
Short-term
investments .......... $
— $
— $
— $
— $
17,913 $
8 $
(5) $
17,916
Restricted cash and
investments, non-
current ...................
Total ...... $
Total Cash equivalents,
short-term investments
and restricted cash and
investments ..................... $
8,291
8,291 $
6
6 $
—
— $
8,297
8,297 $
—
17,913 $
—
8 $
—
(5) $
—
17,916
8,291 $
6 $
— $
8,297 $
24,464 $
8 $
(5) $
24,467
Realized gains and losses on the sale of marketable securities during the years ended December 31, 2014 and 2013 were
immaterial. Variable rate demand notes (“VRDNs”) are floating rate municipal bonds with embedded put options that allow the
bondholder to sell the security at par plus accrued interest. All of the put options are secured by a pledged liquidity source. While they
are classified as short-term investments, the put option allows the VRDNs to be liquidated at par on a seven day settlement basis.
The following table summarizes the estimated fair value of the cash equivalents, short-term investments and restricted
investments in marketable securities designated as available-for-sale and classified by the contractual maturity date of the security as
of December 31, 2014 and 2013 (in thousands):
Less than 1 year ......................................................................................... $
Due in 1 to 2 years .....................................................................................
Due in 2 to 5 years .....................................................................................
Due after 5 years ........................................................................................
Total ................................................................................................. $
6,597 $
—
—
1,700
8,297 $
20,658
2,008
—
1,801
24,467
December 31,
2014
December 31,
2013
There were no securities in a continuous loss position for 12 months or longer as of December 31, 2014 or 2013.
5. Fair value measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents the Company’s assets that are measured at fair value on a recurring basis (in thousands):
As of December 31, 2014
Level 1
Level 2
Level 3
Total
Level 1
As of December 31, 2013
Level 3
Level 2
Total
Cash equivalents, short-term
investments and restricted
investments:
4,587 $ — $ — $
Money market funds ......... $
—
Time deposits ...................
—
2,010 —
Corporate bonds................ —
Foreign bonds and notes ... — —
—
Variable rate demand
—
4,587 $
—
2,010
—
4,588 $
—
—
—
— $ — $
6,540 —
6,706 —
4,832 —
4,588
6,540
6,706
4,832
notes ............................. —
4,587 $
Total ........................... $
1,700 —
$ — $
3,710
1,700
8,297 $
—
$
4,588
1,801 —
19,879 $ — $
1,801
24,467
Mutual funds held in Rabbi
Trust, recorded in other long-
term assets ............................ $
424 $ — $ — $
424 $
442 $
— $ — $
442
The Company offers a Non-Qualified Deferred Compensation Plan (“NQDC Plan”) to a select group of its highly compensated
employees. The NQDC Plan provides participants the opportunity to defer payment of certain compensation as defined in the NQDC
Plan. A Rabbi Trust has been established to fund the NQDC Plan obligation, which was fully funded at December 31, 2014. The
76
assets held by the Rabbi Trust are substantially in the form of exchange traded mutual funds and are included in the Company’s other
long-term assets on its consolidated balance sheets at December 31, 2014 and 2013.
The following table presents the Company’s liabilities that are measured at fair value on a recurring basis (in thousands):
As of December 31, 2014
As of December 31, 2013
Level 1
Level 2
Level 3
Total
Level 1 Level 2 Level 3
Total
Contingent consideration
(Note 13) ......................................................... $ — $ — $ — $ — $ — $ — $
1,985 $1,985
Penalty payment derivative
(Note 14) ......................................................... $ — $ — $ 530 $ 530 $ — $ — $
239 $ 239
There were no transfers between levels of the fair value hierarchy during either 2014 or 2013.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
There were no assets or liabilities measured at fair value on a nonrecurring basis as of December 31, 2014 or 2013.
Assets and Liabilities Not Measured at Fair Value
The carrying values of cash, restricted cash, accounts receivable, accounts payable, notes payable and short-term borrowings
approximate their fair values due to the short-term nature and liquidity of these financial instruments.
The fair values of the Company’s long-term debt have been calculated using an estimate of the interest rate the Company would
have had to pay on the issuance of liabilities with a similar maturity and discounting the cash flows at that rate which it considers to be
a level 2 fair value measurement. The fair values do not necessarily give an indication of the amount that the Company would
currently have to pay to extinguish any of this debt.
At December 31, 2014 and 2013, the fair value of the Company’s variable rate bank borrowings was not materially different
than its carrying value as the interest rates approximated rates currently available to the Company and the fair value of the Company’s
acquisition-related debt approximated its carrying value.
6. Net loss per share
The following table sets forth the computation of the basic and diluted loss per share attributable to NeoPhotonics Corporation
common stockholders for the periods indicated (in thousands, except per share amounts):
2014
Years ended December 31,
2013
2012
Numerator:
Loss from continuing operations ..................................................... $
Income from discontinued operations ..............................................
Net loss ............................................................................................ $
(19,719) $
—
(19,719) $
(34,339) $
—
(34,339) $
(17,672)
142
(17,530)
Denominator:
Weighted average shares used to compute basic and diluted net
loss per share ...............................................................................
32,109
31,000
28,530
Basic and diluted net loss per share attributable to NeoPhotonics
Corporation common stockholders:
Continuing operations ...................................................................... $
Net loss ............................................................................................ $
(0.61) $
(0.61) $
(1.11) $
(1.11) $
(0.62)
(0.62)
77
The Company has excluded the impact of outstanding employee stock options, restricted stock units, common stock warrants
and shares expected to be issued under its employee stock purchase plan from the computation of diluted net loss per share, as their
effect would have been antidilutive. The shares potentially issuable for each of these outstanding awards at December 31, 2014, 2013
and 2012 were as follows (in thousands):
Employee stock options.............................................................................
Restricted stock units ................................................................................
Employee stock purchase plan ..................................................................
Common stock warrants ............................................................................
2014
December 31,
2013
2012
4,900
656
623
—
6,179
4,104
1,170
403
4
5,681
2,774
925
476
4
4,179
7. Business Combinations
Acquisition of NeoPhotonics Semiconductor
On March 29, 2013 (the “closing date”) the Company acquired certain assets and assumed certain liabilities related to the
semiconductor Optical Components Business Unit (the “OCU”) of LAPIS Semiconductor Co., Ltd., a wholly owned subsidiary of
Rohm Co., Ltd (“LAPIS”) of Japan with the intention of operating the OCU as an ongoing business. The business is now known as
NeoPhotonics Semiconductor.
Total consideration for NeoPhotonics Semiconductor was approximately $24.3 million, including cash of $13.1 million and
notes payable of $11.1 million. The cash paid included $2.0 million that was withheld and placed into escrow to cover certain
indemnity obligations.
In October 2014, the Company entered into a settlement agreement covering certain outstanding claims in connection with this
acquisition. Under the terms of the settlement agreement, the Company received a payment of $1.0 million (JPY 111.0 million) from
the escrow account that was set up under the original merger agreement for disputed excess inventories, which the Company recorded
as an escrow settlement gain in 2014.
In connection with the acquisition, the Company incurred approximately $5.4 million in acquisition-related costs related to
investment banking, legal, accounting and other professional services and transfer taxes related to real property acquired. The
acquisition costs were expensed as incurred and are included in operating expenses in the Company’s 2013 consolidated statement of
operations.
78
The Company accounted for its acquisition of the NeoPhotonics Semiconductor assets and assumed liabilities as a business
combination. NeoPhotonics Semiconductor’s tangible and identifiable intangible assets acquired and liabilities assumed were recorded
based upon their estimated fair values as of the closing date of the acquisition. The estimated fair values of the identifiable assets
acquired and liabilities assumed approximated the purchase price; therefore, no goodwill was recorded. The following table
summarizes the acquisition accounting and the tangible and intangible assets acquired as of the date of acquisition and subsequent
adjustments (in thousands):
Total purchase consideration:
Cash paid .............................................................................................. $
Notes payable .......................................................................................
$
Liabilities assumed:
Pension and retirement obligations ...................................................... $
Other compensation-related liabilities ..................................................
Other current liabilities ........................................................................
$
Fair value of assets acquired:
Inventory .............................................................................................. $
Other current assets ..............................................................................
Land, property, plant and equipment ....................................................
Intangible assets acquired:
Developed technology ................................................................
Customer relationships ...............................................................
$
13,128
11,130
24,258
6,471
1,083
1,265
8,819
13,309
35
14,433
2,120
3,180
33,077
The approach for measuring the fair value of the assets acquired and liabilities assumed is described below:
Net Tangible Assets
NeoPhotonics Semiconductor’s tangible assets acquired and liabilities assumed as of March 29, 2013 were recorded at estimated
fair value. The Company estimated fair value by adjusting NeoPhotonics Semiconductor’s historical value of property, plant and
equipment to an estimate of depreciated replacement cost, adjusted for economic obsolescence. The Company depreciates property,
plant and equipment over estimated lives of 2 to 20 years, and records the expense to cost of goods sold and operating expense. The
fair value of inventory acquired was determined using a net realizable value approach based upon the expected sales value of the
inventory, less any costs to complete and selling costs along with a reasonable profit margin based on historical and expected results.
Intangible Assets
Developed technology represents products that have reached technological feasibility. NeoPhotonics Semiconductor’s current
product offerings include high speed semiconductor and high speed laser and photodetector devices for communication networks. The
fair value of developed technology intangibles acquired was determined by using a royalty-avoidance method. The share of future
revenue relating to current technology was forecasted, using an estimate for obsolescence such that the share declines over time. A
royalty rate of two percent was used to calculate royalty savings on that revenue that are avoided since the Company owns the
technology and does not need to license it from other parties. The after-tax royalty savings was then discounted to present value using
the Company’s discount rate. The Company amortizes the developed technology intangible assets over estimated lives of 4 to 5 years,
and amortization expense is recorded to cost of goods sold.
The customer relationships asset represents the value of the ability to sell existing, in-process, and future versions of the
technology to the NeoPhotonics Semiconductor existing customer base. The Company utilized the excess earnings method, estimating
future cash flows that will result from existing customers given assumed retention rates, and then discounting those flows to their
present value using the Company’s discount rate. The Company amortizes the customer relationships intangible asset over an average
estimated life of 6 years, and amortization expense is recorded to operating expenses.
The following unaudited supplemental pro forma information presents the combined results of operations of NeoPhotonics
Corporation and NeoPhotonics Semiconductor for the years ended December 31, 2013 and 2012 as if the NeoPhotonics
Semiconductor acquisition had been completed at the beginning of 2012. The pro forma financial information includes adjustments
related to one time charges, amortization of fair value adjustments and elimination of NeoPhotonics Semiconductor’s revenues and
cost of goods sold from its sales to the Company prior to the acquisition. As a result of the elimination adjustments, revenues were
reduced by $1.9 million and $4.4 million for 2013 and 2012, respectively, and cost of goods sold was reduced by $1.8 million and
79
$3.9 million for 2013 and 2012, respectively. The pro forma financial information for 2013 also included elimination of $5.4 million
in transaction costs and cost of goods sold was decreased by $3.2 million and increased by $4.3 million for 2013 and 2012,
respectively, due to a change in the value of inventory as a result of acquisition accounting.
The unaudited pro forma results do not assume any operating efficiencies as a result of the consolidation of operations (in
thousands, except per share data):
Revenue ...............................................................................................$
Net loss ................................................................................................$
Basic and diluted net loss per share .....................................................$
Year ended December 31,
2012
2013
305,286
294,933 $
(11,014)
(23,340 ) $
(0.39)
(0.75 ) $
The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of
operations that would have been achieved had the acquisition taken place at the beginning of the period presented, nor does it intend to
be a projection of future results.
8. Purchased intangible assets
Purchased intangible assets consist of the following (in thousands):
Gross
Assets
December 31, 2014
Accumulated
Amortization
Net
Assets
Gross
Assets
December 31, 2013
Accumulated
Amortization
Net
Assets
Technology and patents ................. $
Customer relationships...................
Leasehold interest ..........................
Non-compete agreements ...............
$
34,023 $
14,725
1,386
862
50,996 $
(28,402)
(11,176)
(293)
(862)
(40,733)
$
$
5,621 $
3,549
1,093
—
10,263 $
34,524 $
15,004
1,406
950
51,884 $
(25,931)
(9,732)
(266)
(950)
(36,879)
$
$
8,593
5,272
1,140
—
15,005
Amortization expense relating to technology and patents and the leasehold interest intangible assets is included within cost of
goods sold, and customer relationships and the non-compete agreements within operating expenses. The following table presents
details of the amortization expense of the Company’s purchased intangible assets as reported in the consolidated statements of
operations (in thousands):
Cost of goods sold .................................................................... $
Operating expenses ..................................................................
Total ............................................................................... $
2,833 $
1,502
4,335 $
2,543 $
1,532
4,075 $
2,472
1,316
3,788
2014
Years ended December 31,
2013
2012
The estimated future amortization expense of purchased intangible assets as of December 31, 2014, is as follows (in thousands):
2015 ............................................................................................................... $
2016 ...............................................................................................................
2017 ...............................................................................................................
2018 ...............................................................................................................
2019 ...............................................................................................................
Thereafter.......................................................................................................
$
4,212
3,527
741
564
209
1,010
10,263
80
9. Balance sheet components
Accounts receivable, net
Accounts receivable, net consists of the following (in thousands):
Accounts receivable ........................................................................... $
Trade notes receivable ........................................................................
Allowance for doubtful accounts........................................................
$
December 31,
2014
2013
69,839 $
7,999
(241 )
77,597 $
57,010
8,054
(531)
64,533
The table below summarizes the movement in the Company’s allowance for doubtful accounts (in thousands):
Balance at December 31, 2011 ..................................................................... $
Provision for bad debt .........................................................................
Write-offs, net of recoveries ................................................................
Balance at December 31, 2012 .....................................................................
Provision for bad debt .........................................................................
Write-offs, net of recoveries ................................................................
Balance at December 31, 2013 .....................................................................
Provision for bad debt .........................................................................
Write-offs, net of recoveries ................................................................
Balance at December 31, 2014 ..................................................................... $
(506 )
(457 )
—
(963 )
253
179
(531 )
266
24
(241 )
Inventories
Inventories consist of the following (in thousands):
Raw materials ......................................................................................$
Work in process ...................................................................................
Finished goods ....................................................................................
$
December 31,
2014
2013
23,804 $
13,600
19,943
57,347 $
26,379
14,341
24,188
64,908
Included in finished goods was $6.4 million and $5.4 million of inventory at customer vendor managed inventory locations at
December 31, 2014 and 2013, respectively.
Property, plant and equipment, net
Property, plant and equipment, net consist of the following (in thousands):
Land ....................................................................................................$
Buildings .............................................................................................
Machinery and equipment ...................................................................
Furniture, fixtures, software and office equipment .............................
Leasehold improvements .....................................................................
Less: Accumulated depreciation..........................................................
$
December 31,
2014
2013
2,778 $
22,338
105,406
8,730
8,569
147,821
(90,164 )
57,657 $
3,167
23,194
104,287
11,441
7,837
149,926
(81,075)
68,851
Depreciation expense was $19.1 million, $16.3 million and $12.4 million for the years ended December 31, 2014, 2012 and
2012, respectively. In December 2014, the Company wrote off certain leasehold improvements in its facility in Fremont, California
and recorded an asset impairment charge of $1.1 million in connection with the Company’s business re-alignment initiatives.
81
Accrued and other current liabilities
Accrued and other current liabilities consist of the following (in thousands):
Employee-related ................................................................................$
Penalty payment derivative .................................................................
Deferred income tax liabilities ............................................................
Other ....................................................................................................
$
December 31,
2014
2013
13,635 $
530
181
8,382
22,728 $
12,297
—
—
11,346
23,643
Accrued warranty
The table below summarizes the movement in the warranty accrual, which is included in accrued and other current liabilities (in
thousands):
Beginning balance ................................................................... $
Warranty accruals ..........................................................
Assumed warranty from acquisitions ............................
Settlements and adjustments .........................................
Ending balance ........................................................................ $
2014
Years ended December 31,
2013
2012
1,737 $
861
—
(847)
1,751 $
1,072 $
1,514
135
(984 )
1,737 $
1,443
385
—
(756)
1,072
Other noncurrent liabilities
Other noncurrent liabilities consist of the following (in thousands):
Pension and other employee-related .................................................. $
Penalty payment derivative ...............................................................
Other ..................................................................................................
$
December 31,
2014
2013
5,355 $
—
1,871
7,226 $
6,206
239
1,542
7,987
10. Restructuring
In 2014, the Company initiated a restructuring plan (the “2014 Restructuring Plan”) to refocus on its strategy execution,
optimize its structure, and improve operational efficiencies. The 2014 Restructuring Plan consists of workforce reductions primarily in
the U.S and in China. In the year ended December 31, 2014, the Company recorded $1.1 million in restructuring charges, of which
$0.7 million within operating expenses and the remainder within cost of goods sold, related to the 2014 Restructuring Plan.
During 2013, the Company exited and closed one facility at its headquarters location to align its facilities usage with its current
size. Additionally, the Company approved and implemented a restructuring action to reduce its workforce and close a facility in China
and to exit its contract manufacturing activities in Malaysia. The Company recorded a restructuring charge of $1.5 million during
2013 related to these actions, of which $0.8 million was recorded in operating expenses with the remainder recorded in cost of goods
sold. The remaining balance related to facilities will be paid through 2015.
82
The following table summarizes activity associated with the restructuring during the years ended December 31, 2014 and 2013
(in thousands):
Workforce
Reduction
Facilities
Contract
Termination
Total
Restructuring obligations, December 31, 2012 ............... $
Restructuring costs incurred ............................................
Cash payments .................................................................
Non-cash settlements and other .......................................
Restructuring obligations, December 31, 2013 ...............
Restructuring costs incurred ............................................
Cash payments .................................................................
Restructuring obligations, December 31, 2014 ............... $
— $
699
(699)
—
—
1,086
(1,032)
54 $
— $
318
(178)
71
211
—
(111)
100 $
— $
457
(391 )
—
66
—
(66 )
— $
—
1,474
(1,268)
71
277
1,086
(1,209)
154
11. Debt
The table below summarizes the carrying amount and weighted average interest rate of the Company’s notes payable and long-
term debt (in thousands, except percentages):
December 31, 2014
December 31, 2013
Carrying
Amount
Weighted
Average
Interest
Rate
Carrying
Amount
Weighted
Average
Interest
Rate
Notes payable .............................................................................. $
Short-term borrowing ..................................................................
Total notes payable and short-term borrowing ............................ $
Long-term debt:
Acquisition-related ............................................................. $
Bank borrowings ................................................................
Total long-term debt .....................................................
Less: current portion of long-term debt .......................................
Total long-term debt, net of current portion ............. $
12,771
10,000
22,771
—
$
3.18%
— $
9,738
—
9,738
5,836
17,500
23,336
(2,445)
20,891
1.50% $
3.16%
$
9,975
24,500
34,475
(10,325 )
24,150
—
—
1.50%
2.92%
Notes payable
The Company regularly issues notes payable to its suppliers in China in exchange for accounts payable. These notes are
supported by noninterest bearing bank acceptance drafts issued under the Company’s existing line of credit facility and are due three
to six months after issuance. As a condition of the notes payable arrangements, the Company is required to keep a compensating
balance at the issuing banks that is a percentage of the total notes payable balance until the amounts are settled.
At December 31, 2014, the Company’s subsidiary in China had a short-term line of credit facility with a banking institution
which expires in June 2015. Under the agreement, RMB 160.0 million ($26.0 million) can be used for bank acceptance drafts (with a
25% to 30% compensating balance requirement) and up to RMB 120.0 million ($19.5 million) can be used for short-term loans, which
will bear interest at varying rates. In September 2014, the Company’s China subsidiary renewed its second short-term line of credit
facility with a banking institution, under which RMB 150.0 million ($24.4 million) can be used for bank acceptance drafts (with a
30% compensating balance requirement) or short-term loans. This line of credit facility expires in September 2015. As of December
31, 2014, the non-interest bearing bank acceptance drafts issued in connection with the Company’s notes payable to its suppliers in
China, under these line of credit facilities, had an outstanding balance of $12.8 million.
As of December 31, 2014 and 2013, compensating balances relating to these bank acceptance drafts issued to suppliers and the
Company’s subsidiaries totaled $3.8 million and $2.1 million, respectively. Compensating balances are classified as restricted cash
and investments on the Company’s consolidated balance sheets.
83
Short-term borrowing
In May 2014, the Company’s subsidiary in China borrowed CNY 50 million ($8.1 million) under a working capital loan
agreement with a bank. The loan bore interest at 7% per annum and was repaid in full in November 2014.
In October 2014, the Company’s subsidiary in China entered into a short-term advance financing agreement, under one of its
line of credit facilities, to borrow $5.0 million against export sales to its parent company. This financing agreement bears interest at
4.02% per annum. Interest and the principal are due in April 2015. As of December 31, 2014, the outstanding principal balance was
$5.0 million.
In November 2014, the Company’s subsidiary in China entered into a second short-term advance financing agreement, under
one of its line of credit facilities, to borrow $5.0 million against export sales to its parent company. This financing agreement bears
interest at 2.33% per annum and service fees at 1.00% per annum. Interest, service fees and the principal are due in May 2015. As of
December 31, 2014, the outstanding principal balance was $5.0 million.
Acquisition-related
In connection with the acquisition of NeoPhotonics Semiconductor on March 29, 2013, the Company was obligated to pay
1,050 million Japanese Yen (the “JPY”) in three equal installments on the anniversaries of the closing date for the purchase of the real
estate used by NeoPhotonics Semiconductor (the “LAPIS debt”), of which 700 million JPY ($5.8 million) was outstanding at
December 31, 2014. The obligation bears interest at 1.5% per year, payable annually, and is secured by the acquired real estate
property. This loan was repaid in full in February 2015.
In February 2015, the Company entered into two new loan arrangements with the Bank of Tokyo-Mitsubishi UFJ, Ltd. (the
“Mitsubishi Bank”) to refinance the then-outstanding LAPIS debt. As a result, the Company reclassified 266.7 million JPY ($2.2
million) from the current portion of long-term debt to the long-term debt, net of current portion (see Note 19).
Bank borrowings
The Company has a credit agreement with Comerica Bank as lead bank in the U.S., which has been amended several times. The
components of the available credit facilities as of December 31, 2014 were as follows:
A revolving credit facility under which there was no outstanding borrowing at December 31, 2014 or December 31, 2013
and $20.0 million was available for borrowing at December 31, 2014, subject to covenant requirements. Amounts
borrowed, if any, are due on or before March 2016 and bear interest at an interest rate option of a base rate as defined in
the agreement plus 1.75% or LIBOR plus 2.75%. As of December 31, 2014 the rate on the LIBOR option was 2.91%.
A term loan facility of $28.0 million, under which $17.5 million and $24.5 million was outstanding at December 31, 2014
and 2013, respectively. Interest is payable monthly in arrears and the principal is paid in equal quarterly installments over
the term of the loan ending in June 2017. Borrowings under the term loan bear interest at an interest rate option of a base
rate as defined in the agreement plus 2.0% or LIBOR plus 3.0%. As of December 31, 2014 the rate on the LIBOR option
was 3.16%.
The Company’s original credit agreement required the maintenance of specified financial covenants, including a debt to
EBITDA ratio and liquidity ratios. The agreement also restricted the Company’s ability to incur certain additional debt or to engage in
specified transactions, restricts the payment of dividends and is secured by substantially all of its U.S. assets, other than intellectual
property assets. During 2014, the Company executed an amendment to the credit agreement that waived the testing of certain
covenants for compliance, provided that the Company maintain compensating balances equal to outstanding amounts under the credit
agreement in accounts for which the bank will have sole access. As of December 31, 2014, the amount of the Company’s cash and
investments in its compensating balance accounts for the term loan facility with Comerica Bank was $17.5 million, which was
classified as current and non-current restricted cash and investments on the Company’s December 31, 2014 consolidated balance sheet
(see Note 4).
In January 2015, the Company executed an amendment to its credit agreement with Comerica Bank to refinance the then-
outstanding Comerica term loan. As a result, the Company reclassified $5.3 million from the current portion of long-term debt to the
long-term debt, net of current portion (see Note 19).
84
At December 31, 2014, maturities of long-term debt were as follows (in thousands):
2015 ................................................................................................................... $
2016 ...................................................................................................................
2017 ...................................................................................................................
2018 ...................................................................................................................
2019 ...................................................................................................................
Thereafter ..........................................................................................................
$
2,445
16,584
834
834
834
1,805
23,336
12. Pension Plans
Japan defined benefit pension plans
In connection with its acquisition of NeoPhotonics Semiconductor on March 29, 2013, the Company assumed responsibility for
two defined benefit plans that provide retirement benefits to its NeoPhotonics Semiconductor employees in Japan: the Retirement
Allowance Plan (“RAP”) and the Defined Benefit Corporate Pension Plan (“DBCPP”). The RAP is an unfunded plan administered by
the Company. Effective February 28, 2014, the DBCPP was converted to a defined contribution plan (“DCP”). In May 2014, LAPIS
transferred approximately $2.0 million into the newly formed DCP which was the allowable amount that can be transferred according
to the Japanese regulations, which is the amount reflected as the plan assets at December 31, 2013 in the table below. LAPIS also
paid the Company approximately $0.3 million in connection with the conversion of the plan. Additionally, the Company transferred
the net unfunded projected benefit obligation amount from the DBCPP to the RAP and froze the RAP benefit at the February 28, 2014
amount. Under the RAP, lump sum benefits are provided upon retirement or upon certain instances of termination. In 2014, the
Company reclassified $0.2 million and $0.1 million from accumulated other comprehensive income to cost of goods sold and
operating expenses, respectively.
The funded status of these plans for the year ended December 31, 2014 and period from March 29, 2013 to December 31, 2013
was as follows (in thousands):
2014
DBCPP
RAP
2013
DBCPP
RAP
Change in projected benefit obligation:
Projected benefit obligation, beginning of period ...................................................... $
Service cost .................................................................................................................
Interest cost .................................................................................................................
Benefits paid ...............................................................................................................
Actuarial (gain)/loss ...................................................................................................
Curtailment/Settlement ...............................................................................................
Transfer from DBCPP to RAP ...................................................................................
Currency translation adjustment .................................................................................
Projected benefit obligation, end of period ................................................................ $
Change in plan assets:
Plan assets at fair value, beginning of period ............................................................. $
Employer contributions ..............................................................................................
Benefits paid ...............................................................................................................
Actual return on plan assets ........................................................................................
Transfer to DCP ..........................................................................................................
Currency translation adjustment .................................................................................
Plan assets at calculated amount, end of period ......................................................... $
5,446 $
39
29
(23)
154
(408)
490
(673)
5,054 $
— $
—
—
—
—
—
— $
Amounts recognized in consolidated balance sheets:
Accrued and other current liabilities .......................................................................... $
Other noncurrent liabilities ......................................................................................... $
123 $
4,931 $
Amount recognized in accumulated other comprehensive loss:
Defined benefit pension plans adjustment.................................................................. $
Accumulated benefit obligation, end of period .................................................................. $
113 $
5,054 $
2,508 $
14
7
(76 )
88
(2,022 )
(569 )
50
— $
2,072 $
15
(76 )
—
(1,766 )
(245 )
— $
— $
— $
— $
— $
5,795 $
175
39
(140)
177
—
—
(600)
5,446 $
— $
—
—
—
—
—
— $
115 $
5,331 $
177 $
4,929 $
2,706
78
18
—
(14)
—
—
(280)
2,508
2,037
585
—
(304)
—
(246)
2,072
—
436
319
2,508
85
Net periodic pension cost associated with these plans for the year ended December 31, 2014 and the period from March 29,
2013 to December 31, 2013 included the following components (in thousands):
Service cost ............................................................................................................................. $
Interest cost .............................................................................................................................
Expected return on plan assets ...............................................................................................
Other .......................................................................................................................................
Curtailment/settlement (gain) loss ..........................................................................................
Net periodic pension (gain) costs ......................................................................................... $
39 $
29
—
—
(249)
(181) $
14 $
7
—
1
133
155 $
175 $
39
—
—
—
214 $
78
18
(30)
—
—
66
Year ended December 31,
2014
RAP
DBCPP
Period from March 28, 2013
to December 31, 2013
RAP
DBCPP
The projected and accumulated benefit obligations for the plans were calculated as of December 31, 2014 and 2013 using the
following assumptions:
Discount rate ..................................................................
0.2%
Expected return on plan assets ....................................... —%
Salary increase rate ........................................................ —%
2014
RAP
December 31,
2013
RAP
DBCPP
0.7 %
— %
4.5 %
1.6 %
1.7 %
1.2 %
The expected return on plan assets in 2013 was based on the historical return on assets similar to those held in the LAPIS plan.
Estimated future benefit payments under the RAP are as follows (in thousands):
2015 ......................................................................................................... $
2016 .........................................................................................................
2017 .........................................................................................................
2018 .........................................................................................................
2019 .........................................................................................................
2020 - 2024 ..............................................................................................
Thereafter .................................................................................................
$
123
486
366
521
243
1,858
1,457
5,054
401(k) Plan
The Company maintains a savings and retirement plan qualified under Section 401(k) of the Internal Revenue Code of 1986, as
amended (the "IRC"). Employees meeting the eligibility requirements, as defined under the IRC, may contribute up to the statutory
limits each year. The Company currently matches a portion of all eligible employee contributions which vest immediately. The
Company’s matching contributions to the plan totaled $326,000, $331,000, and $173,000 during the years ended December 31, 2014,
2013, and 2012, respectively.
86
13. Commitments and contingencies
Leases
The Company leases various facilities under non-cancelable operating leases. As of December 31, 2014, the future minimum
commitments under all operating leases are as follows (in thousands):
Years ending December 31,
2015 ............................................................................................................. $
2016 .............................................................................................................
2017 .............................................................................................................
2018 .............................................................................................................
2019 .............................................................................................................
Thereafter.....................................................................................................
$
1,701
1,303
1,136
1,156
1,026
1,107
7,429
The total minimum lease commitment amount above does not include minimum sublease rent income of $1.8 million receivable
in the future under non-cancelable sublease agreements.
The Company recognizes rent expense on a straight-line basis over the lease period. Rent expense under the Company’s
operating leases was $2.2 million, $2.2 million and $2.3 million for the years ended December 31, 2014, 2013 and 2012, respectively.
Litigation
From time to time, the Company is subject to various claims and legal proceedings, either asserted or unasserted, that arise in
the ordinary course of business. The Company accrues for legal contingencies if the Company can estimate the potential liability and
if the Company believes it is more likely than not that the case will be ruled against it. If a legal claim for which the Company did not
accrue is resolved against it, the Company would record the expense in the period in which the ruling was made. The Company
currently does not believe that the ultimate amount of liability, if any, for any pending claims of any type (alone or combined) will
materially affect its financial position, results of operations or cash flows. The ultimate outcome of any litigation is uncertain,
however, and unfavorable outcomes could have a material negative impact on the Company’s financial condition and operating
results.
On January 5, 2010, Finisar Corporation, or Finisar, filed a complaint in the U.S. District Court for the Northern District of
California against Source Photonics, Inc., MRV Communications, Inc., Oplink Communications, Inc. and the Company, or
collectively, the co-defendants. In the complaint, Finisar alleged infringement of certain of its U.S. patents arising from the
codefendants’ respective manufacture, importation, use, sale of or offer to sell certain optical transceiver products. On March 23,
2010, the Company filed an answer to the complaint and counterclaims, asserting two claims of patent infringement and additional
claims asserting that Finisar has violated state and federal competition laws and violated its obligations to license on reasonable and
non-discriminatory terms. On May 5, 2010, the court dismissed without prejudice all co-defendants (including the Company) except
Source Photonics, Inc., on grounds that such claims should have been asserted in four separate lawsuits, one against each defendant.
This dismissal without prejudice does not prevent Finisar from bringing a new similar lawsuit against the Company. On January 18,
2011, the Company and Finisar agreed to suspend their respective claims and not to refile the originally asserted claims against each
other until at least 90 days after one or more specified events occur resulting in the partial or complete resolution of litigation
involving the same Finisar patents between Oplink Communications, Inc. and Finisar. This tolling period expired on April 30, 2012.
On May 3, 2012 the Company and Finisar agreed to further toll their respective claims until the refiling of certain of the previously
asserted claims from this dispute. As a result, Finisar is permitted to bring a new lawsuit against the Company if it chooses to do so,
and the Company may bring new claims against Finisar upon seven days written notice prior to filing such claims. The Company is
currently unable to predict the outcome of this dispute and therefore cannot determine the likelihood of loss nor estimate a range of
possible loss.
On January 2, 2013, the Company was served with a lawsuit, filed in Belgium by Laser 2000 Beneluo SA, based on the fact that
the Company requested that Santur Corporation terminate the distributor relationship between Santur and Laser 2000 prior to closing
of the acquisition of Santur by the Company. The distributor agreement was formally terminated as of January 3, 2012. Laser 2000
claims that the Company owes Laser 2000 commissions from 2011 and the first semester of 2012 in addition to commissions based on
Directive 86/653 on sales representatives, as such is transposed in the United Kingdom, since the parties had chosen the laws of
England and Wales in the relevant agreement. Laser 2000 claims that it is owed outstanding commissions from 2011, commissions
for the first semester of 2012, expected commissions and for the Directive 86/653 commissions. The Company paid $492,000 to
Laser 2000 as partial settlement of claims and to avoid penalties from the Court and submitted a legal brief to court on September 16,
2013. Opposing party filed a response on December 16, 2013 and the Company filed the final rebuttal brief on January 30, 2014. The
87
Company is awaiting a response form the Belgian Court. The Company is defending the claims vigorously but is unable to predict the
duration or outcome of the lawsuit at this time.
Indemnifications
In the normal course of business, the Company enters into agreements that contain a variety of representations and warranties
and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that
may be made against the Company in the future, but have not yet been made. To date, the Company has not paid any claims or been
required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a
result of these indemnification obligations. As of December 31, 2014, the Company does not have any material indemnification claims
that were probable or reasonably possible.
Purchase obligations
The Company has open purchase orders with its suppliers for the purchase of inventory and other items in the ordinary course of
its business. As of December 31, 2013, the Company’s estimate of outstanding amounts under these purchase orders was
approximately $37.0 million, primarily expected to be purchased within the next 12 months. Certain of these open purchase orders
may be cancellable without penalty.
Settlement with Santur
In May 2014, the Company entered into a settlement agreement covering the outstanding claims in connection with its 2011
acquisition of Santur Corporation (“Santur”). Under the terms of the settlement agreement, a net amount of $1.9 million was paid to
the Company from the escrow account that was set up under the original merger agreement. This amount comprised a $3.9 million
gain related to indemnification claims by the Company (“Indemnification Amount”) which was partially offset by $2.0 million in
additional consideration to Santur that was contingent upon Santur’s gross profit performance during 2012 (“Contingent Consideration
Amount”). The Company had recorded the entire $2.0 million Contingent Consideration Amount as of December 31, 2013. The $3.9
million Indemnification Amount was recognized as settlement gain in the second quarter of 2014.
The fair value of the Contingent Consideration Amount was originally measured at the date of acquisition in 2011 and was re-
measured each reporting period with any changes in the fair value recognized as a gain or loss in the consolidated statements of
operations. The Contingent Consideration Amount was valued with level three inputs. Prior to the settlement, the fair value of this
liability was estimated using the expected cash flow approach with inputs being probability-weighted revenue and gross margin
projections and a discount rate based on a weighted-average cost of capital. As of December 31, 2013 and 2012, the fair value of the
contingent consideration was $2.0 million and $1.0 million, respectively.
14. Stockholders’ Equity
Common stock
As of December 31, 2014, the Company had reserved the following shares of authorized but unissued common stock (in
thousands):
Stock option plans .........................................................................................
Stock purchase plans ......................................................................................
6,451
378
6,829
Private Sale of Common Stock
On April 27, 2012, the Company issued and sold approximately 4.97 million shares of its common stock in a private placement
transaction at a price of $8.00 per share for a gross amount of approximately $39.8 million.
The shares of common stock are restricted from transfer pursuant to a lockup agreement for up to two years, at the end of which
the Company is obligated to file one or more registration statements covering the potential resale of the shares of common stock.
In connection with this private placement transaction, the Company agreed to certain performance obligations including
establishing a wholly-owned subsidiary in Russia and making a $30.0 million investment commitment (the “Investment
Commitment”) towards the Company’s Russian operations. The Investment Commitment can be partially satisfied by investment
outside of the Russian Federation and/or by way of non-cash asset transfers, including but not limited to capital equipment, small
tools, intellectual property, and other intangibles. A minimum of $15.0 million of the Investment Commitment is required to be
88
satisfied by making capital expenditures and the remaining $15.0 million can be satisfied through general working capital and research
and development expenditures. All of the amount for general working capital can be spent either inside or outside of Russia. However,
at least 80% of the amount expended for research and development expenditure must be spent inside Russia. General working capital
can include acquisition of other businesses or portions thereof to be owned by the Russian subsidiary.
The purchaser of the common stock has non-transferable veto rights over the Company’s Russian subsidiary’s annual budget
during the investment period and must approve non-cash asset transfers to be made in satisfaction of the Investment Commitment.
Spending and/or commitments to spend for general working capital and research and development do not require approval by the
purchaser. There are no legal restrictions on the specific usage of the $39.8 million received in the private placement transaction or on
withdrawal from the Company’s bank accounts for use in general corporate purposes.
In July 2014, the Company extended Investment Commitment deadline to March 31, 2015. In March 2015, the Company further
extended the Investment Commitment deadline to June 30, 2015. The Company intends to meet its Investment Commitment by June
30, 2015, if it can obtain the purchaser’s approval of its proposed transfer of non-cash assets. If the Company fails to meet the
Investment Commitment by the deadline, including failure to meet the Investment Commitment because the purchaser of the common
stock does not approve the transfer of non-cash assets or for other reasons, the Company will be required to pay a $5.0 million penalty
(the ‘Penalty Payment’) as the sole and exclusive remedy for damages and monetary relief available to the purchaser for failure to
meet the Investment Commitment. The Company is in discussions with the investors to potentially restructure this commitment.
The Company has accounted for the $5.0 million Penalty Payment as an embedded derivative instrument, with the underlying
being the performance or nonperformance of meeting the Investment Commitment and initially classified $4.9 million of the $5.0
million as additional paid-in capital and the remaining $0.1 million, representing the estimated fair value of the Penalty Payment
derivative, in other noncurrent liabilities.
The fair value of the Penalty Payment derivative has been estimated at the date of the original common stock sale (April 27,
2012) and at each subsequent balance sheet date using a probability-weighted discounted future cash flow approach using
unobservable inputs, which are classified as Level 3 within the fair value hierarchy. The primary inputs for this approach include the
probability of achieving the Investment Commitment and a discount rate that approximates the Company’s incremental borrowing
rate. After the initial measurement, changes in the fair value of this derivative were recorded in other income (expense). The estimated
fair value of this derivative was $0.5million and $0.2 million at December 31, 2014 and 2013, respectively.
Separately, on December 18, 2014, the Company entered into a Commitment to file a Resale Registration Statement and Related
Waiver of Registration Rights, whereby Rusnano waived its registration rights in connection with a potential offering by the Company
of shares of the Company’s common stock, and the Company committed to file with the U.S. Securities and Exchange Commission a
resale registration statement on Form S-1 covering the resale of all shares of the Company’s common stock held by Rusnano no later
than 100 days following the pricing date of a potential sale of the Company of shares of the Company’s common stock; provided,
however, that the Company is obligated to file such resale registration statement no later than April 15, 2015. Rusnano also waived its
demand registration rights under the original rights agreement and has agreed to enter into a lock up agreement with the Company
whereby it will agree not to sell any shares of our common stock, or engage in certain other transactions relating to our securities, for a
period of 60 days from the filing date of the resale registration statement.
Accumulated Other Comprehensive Income
Comprehensive loss consists of two components, net loss and other comprehensive income. Other comprehensive income refers
to revenue, expenses, and gains and losses that under GAAP are recorded as an element of stockholders’ equity and are excluded from
net income or loss. The Company’s other comprehensive income consists of foreign currency translation adjustments from those
subsidiaries not using the U.S. dollar as their functional currency, unrealized gains and losses on marketable securities classified as
available-for-sale and certain pension adjustments.
The following table shows the components of accumulated other comprehensive income, net of taxes, as of December 31, 2014,
2013 and 2012 (in thousands):
Foreign currency translation adjustments ................................ $
Unrealized gains on available-for-sale securities .....................
Defined benefit pension plan adjustment .................................
$
2014
December 31,
2013
5,391 $
6
(71)
5,326 $
11,802 $
3
(118 )
11,687 $
2012
11,761
68
—
11,829
89
Accumulated Deficit
Approximately $7.1 million and $6.5 million of the Company’s accumulated deficit at December 31, 2014 and 2013,
respectively, was subject to restriction due to the fact that its subsidiaries in China are required to set aside at least 10% of their
respective accumulated profits each year to fund statutory common reserves as well as allocate a discretional portion of their after-tax
profits to their staff welfare and bonus fund.
15. Stock-based compensation
Equity incentive programs
2004 Stock Option Plan
In March 2004, the Company adopted the 2004 Stock Option Plan (the “2004 Plan”) for the benefit of its eligible employees,
consultants and independent directors. In February 2011, in connection with the closing of the Company’s initial public offering and
execution of the associated underwriting agreement, shares authorized for issuance under the 2004 Plan were cancelled (except for
those shares reserved for issuance upon exercise of outstanding stock options). As of December 31, 2014, options to purchase
1,247,312 shares were outstanding under the 2004 Plan and no shares were available for future grant.
2007 Stock Appreciation Grants Plan
In October 2007, the Company adopted its 2007 Stock Appreciation Grants Plan (the “2007 Plan”). The 2007 Plan provides for
the grant of units (“stock appreciation units”) entitling the holder upon exercise to receive cash in an amount equal to the amount by
which the Company’s common stock has appreciated in value. Each stock appreciation unit entitles a participant to a cash payment in
the amount of the excess of the fair market value of a share of common stock on the exercise date over the fair market value of a share
of common stock on the award date.
The total appreciation available to a participant from the exercise of an award is equal to the number of stock appreciation units
being exercised, multiplied by the amount of appreciation per stock appreciation unit. The stock appreciation units granted under the
2007 Plan were primarily granted to employees or consultants of the Company’s subsidiaries in China.
The Company re-measures the fair value (based on the market price of the Company’s common stock at the relevant period end)
of all vested and outstanding stock appreciation units and adjusts compensation expense and corresponding liability accordingly. The
Company also recognizes compensation expense for additional vested stock appreciation units. As of December 31, 2014, 48,479
stock appreciation units were outstanding. The Company does not intend to grant additional stock appreciation units under the 2007
Plan.
2010 Equity Incentive Plan
In April 2010, the Company adopted its 2010 Equity Incentive Plan (the “2010 Plan”). The 2010 Plan will terminate on
April 13, 2020, unless sooner terminated by the board of directors.
The 2010 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted
stock awards, restricted stock unit awards, performance-based stock awards, and other forms of equity compensation, or collectively,
stock awards, all of which may be granted to employees, including officers, and to non-employee directors and consultants.
Additionally, the 2010 Plan provides for the grant of performance-based cash awards. Incentive stock options may be granted only to
employees. All other awards may be granted to employees, including officers, and to non-employee directors and consultants.
Under the terms of the 2010 Plan, awards may be granted at prices not less than 100% of the fair value of the Company’s
common stock, as determined by the Company’s board of directors, on the date of grant for an incentive stock option and not less than
85% of the fair value of the Company’s common stock on the date of grant for a non-qualified stock option. Options vest over a period
of time as determined by the board of directors, generally over a three to four year period, and expire ten years from date of grant.
Initially, the aggregate number of shares of the Company’s common stock that may be issued pursuant to stock awards under the
2010 Plan was 865,420 shares. The number of shares of the Company’s common stock reserved for issuance under the 2010 Plan
automatically increase on January 1st each year, starting on January 1, 2012 and continuing through January 1, 2020, by 3.5% of the
total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, or such lesser
number of shares of common stock as determined by the Company’s board of directors. The maximum number of shares that may be
issued pursuant to the exercise of incentive stock options under the 2010 Plan is 8,000,000 shares. As of December 31, 2014, stock
options to purchase and restricted stock units to convert to a total of 3,973,394 shares of common stock were outstanding under the
2010 Plan and 563,857 shares were reserved for future issuance.
90
2010 Employee Stock Purchase Plan
In February 2011, the Company adopted its 2010 Employee Stock Purchase Plan (the “2010 ESPP”). The 2010 ESPP was
implemented through a series of offerings of purchase rights to eligible U.S. employees. The offering period is for 12 months
beginning November 16th of each year, with two purchase dates on May 15th and November 15th. Due to the delay in filing its 2013
Annual Report on Form 10-K, in May 2014 the Compensation Committee of the Company’s Board of Directors (the “Committee”)
rescheduled the May 15 purchase date under the then offering period to June 17, 2014. Additionally, the Committee waived the
existing purchase limits for the June 17, 2014 purchase only and created a modification of the purchase price formula for such offering
period. In connection with this modification, the Company recorded an immaterial charge as stock based compensation expense in its
2014 consolidated statements of operations.
The 2010 ESPP initially authorized the issuance of 342,568 shares of the Company’s common stock pursuant to purchase rights
granted to employees or to employees of designated affiliates. The number of shares of common stock reserved for issuance
automatically increase on January 1st of each year, starting January 1, 2012 and continuing through January 1, 2020, in an amount
equal to the lesser of (1) 3.5% of the total number of shares of common stock outstanding on December 31st of the preceding calendar
year, (2) 600,000 shares of common stock or (3) such lesser number of shares of common stock as determined by the Company’s
board of directors. As of December 31, 2014, the Company had 378,382 shares reserved for future issuance. The Company issued
591,496 shares during the year ended December 31, 2014.
2011 Inducement Award Plan
In September 2011, the Company adopted its 2011 Inducement Award Plan (the “2011 Plan”). The 2011 Plan provides for
awarding options, stock appreciation rights, restricted stock grants, restricted stock units and other awards to new employees of the
Company and its affiliates, including as a result of future business acquisitions. All options under this plan will be designated as non-
statutory stock options.
The number of shares reserved for issuance under the 2011 Plan is 750,000 shares. The exercise price of awards shall be not less
than 100% of the fair market value of the Company’s common stock on the date of grant. Each stock appreciation right grant will be
denominated in shares of common stock equivalents. Options and stock appreciation rights have a maximum term of ten years
measured from the date of grant, subject to earlier termination following the individual’s cessation of service with the Company. As of
December 31, 2014, stock options to purchase a total of 334,736 shares of common stock were outstanding under the 2011 Plan and
359,683 shares were reserved for future issuance.
Determining Fair Value
The Company estimated the fair value of certain stock-based awards using a Black-Scholes-Merton valuation model with the
following assumptions:
Years ended December 31,
2013
6.49
74%
2014
5.36
62%
Stock options
Weighted-average expected term (years) ..................................
Weighted-average volatility ......................................................
Risk-free interest rate ................................................................ 1.62% – 2.00% 1.08% – 1.86% 0.99% – 2.70%
Expected dividends ...................................................................
Stock appreciation units
Weighted-average expected term (years) ..................................
Weighted-average volatility ......................................................
Risk-free interest rate ................................................................ 0.13% – 1.07% 0.10% – 0.63% 0.21% – 0.63%
Expected dividends ...................................................................
ESPP
Weighted-average expected term (years) ..................................
Weighted-average volatility ......................................................
Risk-free interest rate ................................................................ 0.05% – 0.13% 0.09% – 0.16% 0.04% – 0.16%
Expected dividends ...................................................................
2012
6.77
72%
2.88
68%
2.34
56%
1.90
58%
0.75
60%
0.65
54%
0.73
48%
— %
— %
— %
— %
— %
— %
— %
— %
— %
Expected term. The expected term for stock options was estimated using the Company’s historical exercise behavior and
expected future exercise behavior. Vested stock appreciation units first became exercisable upon the expiration of the lock-up period
associated with the initial public offering. Therefore, the Company estimated the term of the award based on an average of the
weighted-average exercise period and the remaining contractual term. The expected term for the ESPP represents the period of time
from the beginning of the offering period to the purchase date.
91
Volatility. Due to the limited history of the trading of the Company’s common stock since the initial public offering in February
2011, the expected volatility used by the Company is based on a combination of its own volatility and the volatility of similar entities.
In evaluating similarity, factors such as industry, stage of life cycle, size, and financial leverage are taken into consideration. The term
over which volatility was measured was commensurate with the expected term.
Risk-free interest rate. The risk-free rate that the Company uses in the Black-Scholes-Merton option valuation model is based on
U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options.
Expected dividends. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the
foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model.
Stock-Based Compensation Expense
The following table summarizes the stock-based compensation expense recognized for the years ended December 31, 2014,
2013 and 2012 (in thousands)
Cost of goods sold ................................................................... $
Research and development ......................................................
Sales and marketing .................................................................
General and administrative ......................................................
$
2014
Years ended December 31,
2013
2012
1,148 $
2,269
1,429
1,995
6,841 $
924 $
2,060
1,167
1,585
5,736 $
800
1,744
934
1,299
4,777
2014 Stock Option and Stock Appreciation Rights Repricing Offer
On December 18, 2014, the Company completed an offer to certain of its current employees (or engaged as a consultant to the
Company) to receive the opportunity to reduce the exercise price of certain outstanding eligible options or eligible stock appreciation
rights to the closing trading price of the Company’s common stock on December 18, 2014, in exchange for such holders’ agreement to
accept a new vesting schedule (the “Repricing Offer”). The eligible stock options and stock appreciation rights covered an aggregate
of 2,373,692 shares of the Company’s common stock. On December 18, 2014, options to purchase 1,948,631 shares of the Company’s
common stock and stock appreciation rights to purchase 87,354 shares of the Company’s common stock were repriced in the
Repricing Offer. The repriced eligible options and eligible stock appreciation rights had a grant date compensation cost, net of
forecasted forfeitures, of approximately $2.6 million, which included incremental compensation cost of approximately $0.9 million.
The new exercise price per share for each repriced eligible option or eligible stock appreciation right is $3.50. Each of the
repriced eligible options or eligible stock appreciation rights is subject to a new vesting schedule as follows: 50% of the shares subject
to such repriced eligible option or eligible stock appreciation right shall vest and become exercisable on January 1, 2016, and the
remaining 50% shall vest and become exercisable in 12 equal monthly installments on each monthly anniversary thereafter, in each
case subject to continued service with the Company on each applicable vesting date; provided, however, that alternative vesting
applies to certain eligible options or eligible stock appreciation rights if the expiration date of such eligible options or eligible stock
appreciation rights is after January 30, 2016, but on or before January 1, 2017, then 50% of the shares subject to the repriced awards
will vest and become exercisable on January 1, 2016 and the remaining shares will be subject to ratable monthly vesting over the
remaining term ending 60 days prior to the expiration date of the repriced awards; if the expiration date of such eligible options or
eligible stock appreciation rights is prior to January 30, 2016, then 100% of the shares subject to the repriced awards will vest and
become exercisable on the 60th day prior to the expiration date.
92
Stock Option and Restricted Stock Unit Activity
The following table summarizes the Company’s stock option and restricted stock unit, or RSU, activity during the year ended
December 31, 2014:
Balance at December 31, 2013 .........................
Authorized for issuance ....................................
Granted .............................................................
Exercised/Converted .........................................
Cancelled/Forfeited ...........................................
Repricing cancellations .....................................
Repricing grants ................................................
Balance at December 31, 2014 .........................
Stock Options
Restricted Stock Units
Shares
Available
for Grant
796,678
1,105,005
(1,539,696)
—
533,324
—
—
895,311
Number of
Shares
4,103,454 $
— $
1,451,044 $
(173,723) $
(481,062) $
(1,948,631) $
1,948,631 $
4,899,713 $
Weighted
Average
Exercise
Price
5.92
—
3.39
4.25
6.23
6.34
3.50
4.07
Number of
Units
1,169,649 $
— $
88,652 $
(523,974) $
(78,598) $
— $
— $
655,729 $
Weighted
Average
Grant Date
Fair Value
6.42
—
4.54
6.40
6.41
—
—
6.19
The following table summarizes information about stock options outstanding as of December 31, 2014:
Vested and expected to vest .........................................
Exercisable ...................................................................
Number of
Shares
4,330,705 $
490,176 $
Options Outstanding
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term (Years)
4.01
5.28
7.21 $
4.49 $
Aggregate
Intrinsic Value
(in Thousands)
110
3
The fair value of options vested during the years ended December 31, 2014, 2013 and 2012 was $1.2 million, $1.1 million and
$2.1 million, respectively. The intrinsic value of options vested and expected to vest and exercisable as of December 31, 2014 is
calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of December 31,
2014. The intrinsic value of options exercised during the years ended December 31, 2014, 2013 and 2012, was $0.4 million, $0.7
million and $0.1 million, respectively.
The weighted-average fair value of options granted was $1.89, $4.65 and $3.33 per share for the years ended December 31,
2014, 2013 and 2012, respectively. At December 31, 2014, there was $8.1 million of unrecognized stock-based compensation expense
for stock options, net of estimated forfeitures, that will be recognized over the remaining weighted-average period of 2.7 years.
Included in the 2014 and 2013 grants in the table above are 15,000 and 1.2 million shares of market-based stock options granted
to key employees, respectively. These options will vest if the average closing price of the Company’s common stock over a period of
20 consecutive trading days is equal to or greater than $15.00 per share and the recipients remain in continuous service with the
Company through such period, or fully accelerate and vest in December 2019. The Company estimated the fair value of its market-
based options as $1.65 for 2014 and $4.11-$5.97 for 2013 using a Monte Carlo simulation model with the assumptions discussed
above. The Company recorded approximately $0.6 million of compensation expense for these options in 2014.
The following table summarizes information about RSUs outstanding as of December 31, 2014:
Restricted Stock Units Outstanding
Vested and expected to vest .........................................
619,104 $
Number of
Shares
Weighted
Average
Exercise Price
—
Weighted
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic Value
(in Thousands)
2,093
1.02 $
The fair value of RSUs vested during the years ended December 31, 2014, 2013 and 2012 was $3.4 million, $2.1 million and
$1.1 million, respectively. The intrinsic value of RSUs vested and expected to vest as of December 31, 2014 is calculated based on the
fair value of the Company’s common stock as of December 31, 2014. The intrinsic value of RSUs converted during the years ended
December 31, 2014, 2013 and 2012, was $1.8 million, $2.9 million and $0.8 million, respectively.
93
The weighted-average fair value of RSUs granted was $4.54 and $6.96 per share for the years ended December 31, 2014 and
2013, respectively. At December 31, 2014, the Company had $2.6 million of unrecognized stock-based compensation expense for
RSUs, net of estimated forfeitures, that will be recognized over the remaining weighted-average period of 1.5 years.
The majority of the Company’s RSUs that were converted during the years ended December 31, 2014, 2013 and 2012 were net
share settled. Upon each settlement date, RSUs were withheld to cover the required withholding tax and the remaining amounts were
delivered to the recipient as shares of the Company’s common stock. In 2014, 2013 and 2012, the Company withheld 108,623, 68,390
and 28,229 shares, respectively, which represented the employees’ minimum statutory obligation for income and other employment
taxes and remitted cash of $0.4 million, $0.6 million and $0.1 million, respectively, to the appropriate tax authorities.
Stock Appreciation Unit Activity
The following table summarizes the Company’s stock appreciation unit activity during the year ended December 31, 2014:
Stock appreciation units outstanding as of December 31, 2013 ...........................
Stock appreciation units exercised ..............................................................
Stock appreciation units cancelled ..............................................................
Repricing cancellations ...............................................................................
Repricing grants ..........................................................................................
Stock appreciation units outstanding as of December 31, 2014 ...........................
420,397 $
(4,140) $
(40,424) $
(87,354) $
87,354 $
375,833 $
6.13
4.25
7.56
8.45
3.50
4.85
Stock
Appreciation
Units
Weighted-
Average
Exercise
Price
The fair value of stock appreciation units vested in 2014 was immaterial. The fair value of stock appreciation units vested in
2013 and 2012 was $0.1 million and $0.3 million, respectively. The intrinsic value of stock appreciation units is calculated based on
the difference between the exercise price and the fair value of the Company’s common stock as of December 31, 2014. Cash paid for
stock appreciation units exercised in 2014 was immaterial. Cash paid for stock appreciation units exercised in 2013 and 2012 was
$0.1 million and $0.02 million, respectively.
As of December 31, 2014 and 2013, the liability for settlement of stock appreciation units was $0.1 million and $0.5 million,
respectively, and was included in accrued and other current liabilities on the consolidated balance sheet. Based on the fair value of the
stock appreciation units as of December 31, 2014, the Company has $0.3 million of unrecognized stock-based compensation expense
for stock appreciation units that will be recognized over the remaining weighted-average period of 3.9 years.
Included in 2013 grants in the table above are 0.3 million shares of market-based stock appreciation units granted to key
employees. These market-based units will vest if the average closing price of the Company’s common stock over a period of 20
consecutive trading days is equal to or greater than $15.00 per share and the recipient remains in continuous service with the Company
through such period, or will fully accelerate and vest in December 2019. The Company estimated the fair value of these market-based
units as $4.64 - $5.17 for December 31, 2013 using a Monte Carlo simulation model with the assumptions discussed above.
Compensation expense recognized for these stock appreciation units in 2014 was immaterial.
Employee Stock Purchase Plan
As of December 31, 2014, there was $0.5 million of unrecognized stock-based compensation expense for stock purchase rights
that will be recognized over the remaining offering period, through November 2015.
16. Income taxes
The provision for income taxes is based upon the income (loss) before income taxes as follows (in thousands):
U.S. operations ..................................................................................... $
Non-U.S. operations .............................................................................
$
(30,046) $
12,846
(17,200) $
(39,618 ) $
6,483
(33,135 ) $
(25,599)
9,291
(16,308)
2014
Years Ended December 31,
2013
2012
94
The components of the provision for income taxes consisted of the following (in thousands):
Current
Federal ........................................................................................ $
State ............................................................................................
Foreign ........................................................................................
Deferred
Federal ........................................................................................
State ............................................................................................
Foreign ........................................................................................
Total provision for income taxes from continuing operations ..............
Benefit from (provision for) income taxes from discontinued
operations ................................................................................................
Total provision ..................................................................................... $
2014
Years Ended December 31,
2013
2012
(71) $
(18)
(1,218)
(1,307)
—
—
(1,212)
(2,519)
7
$
(11 )
(1,658 )
(1,662 )
—
—
458
(1,204 )
(103)
—
(1,119)
(1,222)
—
—
(142)
(1,364)
—
(2,519) $
—
(1,204 ) $
(114)
(1,478)
The provision for income taxes differs from the amount obtained by applying the U.S. federal statutory tax rate as follows (in
thousands, except percentages):
2014
Years Ended December 31,
2013
2012
Federal statutory rate ............................................................................
Tax at federal statutory rate .................................................................. $
State taxes, net of federal benefit ..........................................................
Subpart F income ..................................................................................
Nondeductible expenses .......................................................................
Stock-based compensation ...................................................................
Change in valuation allowance .............................................................
Research and development ...................................................................
Foreign rate differences ........................................................................
Earn out adjustment not taxable ...........................................................
Escrow settlement .................................................................................
Foreign tax credit ..................................................................................
Change in prior year deferred balances ................................................
Acquisition-related costs ......................................................................
Other .....................................................................................................
Total provision for income taxes from continuing operations ........... $
5,969
35%
$
(18)
(18,986)
(125)
(542)
(724)
539
1,246
—
1,360
9,208
(308)
—
(138)
(2,519) $
35 %
11,597 $
1,058
—
(260 )
(385 )
(13,042 )
1,077
(2,129 )
(359 )
—
—
1,756
(391 )
(126 )
(1,204 ) $
34%
5,599
967
—
96
(529)
(7,308)
—
(656)
132
—
—
826
(491)
—
(1,364)
95
Deferred income tax assets and liabilities comprise the following (in thousands):
December 31,
2014
2013
Deferred Tax Assets:
Net operating loss carryforwards ........................................ $
Federal and state credits ......................................................
Reserves, accruals and other ...............................................
Fixed assets and intangibles ................................................
Total deferred tax assets ............................................
Valuation allowance .....................................................................
Total deferred tax assets, net of valuation allowance ....
$
67,898
19,443
8,842
1,161
97,344
(91,278)
6,066
79,944
9,357
6,091
3,874
99,266
(91,045)
8,221
Deferred tax liabilities:
Acquired intangibles ...........................................................
Net deferred tax assets ............................................... $
(5,930)
$
136
(6,910)
1,311
Reported as:
Current deferred tax assets, included within prepaid expenses
and other current assets............................................................ $
1,954
$
2,315
Long term deferred tax assets, included within other long-term
assets ........................................................................................
Current deferred income tax liabilities .........................................
Deferred income tax liabilities .....................................................
Net deferred tax assets ........................................................ $
181
(181)
(1,818)
$
136
—
—
(1,004)
1,311
The net valuation allowance increased by $0.2 million, $13.0 million and $6.5 million during the years ended December 31,
2014, 2013 and 2012, respectively. Other than deferred tax assets in Japan and China, the Company has recorded a full valuation
allowance against remaining net deferred tax assets, mainly in the U.S., as the Company did not believe these deferred tax assets were
realizable on a more likely than not basis as of December 31, 2014. As of December 31, 2014, the Company had federal and state net
operating loss, or NOL, carryforwards of $210.5 million and $139.9 million, respectively. Federal NOL carryforwards start to expire
in 2018 and a portion of the state NOL carryforwards began to expire in 2014. There are $0.6 million in NOL carryforwards related to
stock option related excess tax benefit which will be credited to additional paid-in capital when realized. At December 31, 2014, the
Company also had federal and state research credit carryovers of $5.7 million and $12.1 million, respectively. The federal credits will
begin to expire in 2018 and the state credit can be carried forward indefinitely. The Company also had $9.3 million of foreign tax
credit carryforwards which will start to expire in 2022 if not utilized. Utilization of NOL carryforwards and credits may be subject to
substantial annual limitation due to federal and state ownership limitation. The annual limitation may result in the expiration of NOL
and tax credit carryforwards before utilization. The deferred tax assets listed above do not include NOL carryforwards that are
expected to expire unutilized as a result of existing ownership changes.
As of December 31, 2014, the Company’s substantial foreign earnings and profits were included in the U.S. taxable income
calculation. The undistributed foreign earnings are immaterial. The Company maintains its position for undistributed foreign earnings
to be indefinite, accordingly no tax provision for federal and state income taxes have been provided thereon. Upon distribution of
those earnings in the forms of dividends or otherwise, the Company would be subject to U.S. income taxes (subject to adjustment for
foreign tax credits). The amount is expected to be immaterial.
Effective January 1, 2008, the China Enterprise Income Tax Law, or the EIT law, imposed a single uniform income tax rate of
25% on all China enterprises, including foreign invested enterprises, and eliminates or modifies most of the tax exemptions,
reductions and preferential treatment available under the previous tax laws and regulations. As a result, the Company’s China
subsidiaries may be subject to the uniform income tax rate of 25% unless they are able to qualify for preferential status. Currently, one
of the Company’s China subsidiaries qualified for a preferential 15% tax rate that is available for new and high technology enterprises
and has been granted for a 15% tax rate for tax years through 2016. The Company realized benefits from the reduced tax rate of $0.5
million ($0.02 per share), $0.2 million ($0.01 per share) and $0.9 million ($0.03 per share) in the years ended December 31, 2014,
2013 and 2012, respectively.
At December 31, 2014, the Company’s gross unrecognized tax benefits were approximately $18.4 million, of which $0.1
million would impact the effective tax rate if recognized. One or more of these unrecognized tax benefits could be subject to a
valuation allowance if and when recognized in a future period, which could impact the timing of any related effective tax rate benefit.
The Company does not believe that the amount of unrecognized tax benefits will change significantly in the next twelve months.
96
There were no interest or penalties related to unrecognized tax benefits. The Company’s policy is to classify interest and penalties
associated with unrecognized tax benefits as income tax expense.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
Balance at December 31, 2011 ..................................................................... $
Gross increases for tax positions of prior years ............................................
Releases for tax positions of prior years .......................................................
Gross increases for tax positions of current year ..........................................
Balance at December 31, 2012 .....................................................................
Gross increases for tax positions of prior years ............................................
Gross increases for tax positions of current year ..........................................
Reductions resulting from lapse of applicable statute of limitations ............
Balance at December 31, 2013 .....................................................................
Gross increases for tax positions of prior years ............................................
Gross increases for tax positions of current year ..........................................
Reductions resulting from lapse of applicable statute of limitations ............
Balance at December 31, 2014 ..................................................................... $
9,214
70
(26 )
2,735
11,993
155
4,361
(57 )
16,452
—
2,090
(170 )
18,372
The Company’s material tax jurisdictions are the United States federal, California, Japan and China. As a result of NOL
carryforwards, substantially all of the Company’s tax years remain open to US federal and state tax examination. All of Japan’s tax
years remain open for Japanese tax examination and tax years for 2010 and forward remain open for Chinese tax examination.
17. Segment and geographic information
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 for purposes of evaluating financial
performance and allocating resources. In 2014, 2013 and 2012, the Company operated in one reportable segment.
The following tables set forth the Company’s revenue and asset information by geographic region. Revenue is classified based
on the ship to location of the customer. Such classification recognizes that for many customers, including those in North America or in
Europe, designated shipping points are often in China or elsewhere in Asia. Long-lived assets in the table below comprise only
property, plant and equipment (in thousands):
2014
Years ended December 31,
2013
2012
Revenue:
China .............................................................................. $
United States ..................................................................
Japan ...............................................................................
Rest of world ..................................................................
Total revenue ........................................................ $
161,509 $
56,603
16,261
71,804
306,177 $
122,387 $
45,036
25,451
89,368
282,242 $
121,236
66,007
14,771
43,409
245,423
Long-lived assets:
China ..........................................................................................$
United States ..............................................................................
Japan ..........................................................................................
Rest of world..............................................................................
Total long-lived assets ......................................................$
28,807 $
14,877
13,150
823
57,657 $
32,993
20,150
15,690
18
68,851
As of December 31,
2014
2013
97
18. Selected Quarterly Financial Data (unaudited)
The following tables set forth a summary of the Company’s quarterly financial information for each of the four quarters for the
years ended December 31, 2014 and 2013:
Year ended December 31, 2014
Net revenues .................................................................................. $
Gross profit ...................................................................................
Net (loss) income ..........................................................................
Basic and diluted net (loss) income per share ............................... $
Weighted averages shares used to compute basic net (loss)
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
(In thousands, except per share data)
68,168 $
13,800
(12,588)
(0.40) $
77,451 $
14,568
(6,779)
(0.21) $
81,576 $
20,064
(1,937)
(0.06) $
78,982
22,686
1,585
0.05
income per share.......................................................................
31,610
31,790
32,383
32,640
Weighted averages shares used to compute diluted net (loss)
income per share.......................................................................
31,610
31,790
32,383
32,710
Year ended December 31, 2013
Net revenues ................................................................................. $
Gross profit ...................................................................................
Net loss .........................................................................................
Basic and diluted net loss per share .............................................. $
Weighted averages shares used to compute basic and diluted net
loss per share ............................................................................
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
(In thousands, except per share data)
56,063 $
11,757
(12,240 )
(0.40) $
74,990 $
15,601
(8,284 )
(0.27) $
76,814 $
18,179
(9,363)
(0.30) $
74,375
19,636
(4,452 )
(0.14)
30,574
30,780
31,185
31,451
19. Subsequent Events
Subsequent events, through the filing of this report, included the following:
Purchase of tunable laser product lines from EMCORE Corporation
On January 2, 2015, the Company closed an acquisition of the tunable laser product lines of EMCORE for approximately $17.5
million under an asset purchase agreement entered into in October 2014. Consideration for the transaction consisted of $1.5 million in
cash and a promissory note of approximately $16.0 million, which is subject to certain adjustments for inventory, net accounts
receivable and pre-closing revenues. The promissory note will bear interest of 5% per annum for the first year and 13% per annum for
the second year; the interest will be payable semi-annually in cash, and the note will mature two years from the closing of the
transaction. In addition, the promissory note will be subject to prepayment under certain circumstances and will be secured by certain
of the assets to be sold pursuant to the Asset Purchase Agreement. The note is subordinated to the Company’s existing bank debt in
the U.S. The Company will account for the acquisition as a business combination. The initial purchase accounting for this transaction
was not yet complete at the filing of this report.
Comerica credit agreement amendment
On January 23, 2015, the Company executed an amendment to its credit agreement with Comerica Bank (the “Credit
Amendment”). Under the Credit Amendment, the $20.0 million revolving credit facility was replaced with a $25.0 million senior
secured revolving credit line with the maturity date extended to November 2, 2016. Borrowings under the amended revolving credit
facility bear interest at an interest rate option of a base rate as defined in the agreement plus 1.75% or LIBOR plus 2.75%. The Credit
Amendment also modified the EBITDA and liquidity covenants and eliminated the need to maintain compensating balances (restricted
cash). In January 2015, the Company repaid the remaining Comerica term loan balance and borrowed $15.8 million under the
amended revolving credit facility.
Mitsubishi Bank Loan Arrangements
On February 25, 2015, the Company entered into certain loan agreements and related special agreements (collectively, the
“Loan Arrangements”) with the Mitsubishi Bank that provided for (i) a term loan in the aggregate principal amount of 500 million
JPY ($4.2 million) (the “Term Loan A”) and (ii) a term loan in the aggregate principal amount of one billion JPY ($8.4 million) (the
“Term Loan B” and together with the Term Loan A, the “Bank Loans”). The Bank Loans are secured by a mortgage on certain real
property and buildings owned by the Company’s Japanese subsidiary in Japan. The full amount of each of the Banks Loans was drawn
98
on the closing date of February 25, 2015. Interest on the Bank Loans accrues and is paid monthly based upon the annual rate of the
monthly Tokyo Interbank Offer Rate (TIBOR) plus 1.40%. The Term Loan A requires interest only payments until the maturity date
of February 23, 2018, with a lump sum payment of the aggregate principal amount on the maturity date. The Term Loan B requires
equal monthly payments of principal equal to 8,333,000 JPY until the maturity date of February 25, 2025, with a lump sum payment
of the balance of 8,373,000 JPY on the maturity date. Interest on the Term Loan B is accrued based upon monthly TIBOR plus 1.40%
and is secured by real estate collateral. In conjunction with the execution of the Bank Loans, the Company paid a loan structuring fee,
including consumption tax, of 40,500,000 JPY ($0.3 million).
The Bank Loans contain customary representations and warranties and customary affirmative and negative covenants applicable
to the Company’s Japanese subsidiary, including, among other things, restrictions on cessation in business, management, mergers or
acquisitions. The Bank Loans contain financial covenants relating to minimum net assets, maximum ordinary loss and a dividends
covenant. The Bank Loans also include customary events of default, including but not limited to the nonpayment of principal or
interest, violations of covenants, restraint on business, dissolution, bankruptcy, attachment and misrepresentations. Portion of the
proceeds of the Bank Loans was used to repay our then-outstanding loan related to the acquisition of NeoPhotonics Semiconductor in
February 2015, which had an outstanding principal and interest of approximately 710 million JPY ($6.0 million) and the remainder
will be used for general working capital.
Rusnano
In March 2015, the Company entered into an agreement with Rusnano to extend its Investment Commitment milestone from
March 31, 2015 to June 30, 2015.
99
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness
of our disclosure controls and procedures as of December 31, 2014. 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.
Based upon that evaluation as of the end of the period covered in this Annual Report on Form 10-K, our Chief Executive Officer
and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2014 at a
reasonable assurance level.
Remediation of Prior Material Weakness
As of December 31, 2014, we have completed our remediation efforts for the material weaknesses in our internal control over
financial reporting we identified during 2013. A material weakness is a deficiency, or combination of deficiencies, in internal control
over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis. As previously disclosed in Item 9A of our Annual Report on Form 10-K
for the fiscal year ended December 31, 2013 (the “prior year Form 10-K”), we did not (1) maintain an effective control environment as
evidenced by (i) an insufficient number of qualified personnel with appropriate level of GAAP knowledge to perform control
monitoring activities and to meet our financial reporting requirements and (ii) insufficient corporate involvement to identify and
resolve errors in our non-U.S. subsidiaries’ financial results, which contributed to the following two additional material weaknesses;
(2) maintain effective internal controls surrounding complex transactions, including the acquisition of NeoPhotonics Semiconductor,
which resulted in the restatement of our condensed consolidated financial statements for the quarters ended March 31, 2013 and
June 30, 2013; and (3) maintain effective internal control over financial reporting related to the preparation and review of our
consolidated financial statements, which resulted in the restatement of our condensed consolidated financial statements for the
quarters ended March 31, 2013 and June 30, 2013.
Remediation Measures
Our management made significant efforts in 2014 to establish a framework to improve internal controls over financial reporting.
We committed considerable resources to the design, implementation, documentation, and testing of our internal controls. With the
oversight of senior management and our audit committee, we took steps to remediate the underlying causes of the material weaknesses
described above. Our management believes that these efforts have improved our internal control over financial reporting and
concluded that the remediation of the above identified material weaknesses has been completed as of December 31, 2014. Our
management, Audit Committee and Board of Directors took the following steps as part of our ongoing remediation efforts to address
these material weaknesses:
Hired a number of experienced personnel who are qualified to perform control monitoring activities, including the
recognition of the risks and complexities of our transactions and business operations, and have an appropriate level of
GAAP knowledge for our financial reporting requirements;
Implemented enhanced communication and monitoring processes and the appropriate documentation of such to
ensure the Audit Committee’s effectiveness in executing its oversight responsibilities;
Engaged an external team of experienced senior finance and accounting consultants to review, analyze and enhance
our consolidated financial statement close and reporting processes;
Implemented controls and procedures to improve processes and communications around non-routine or complex
transactions;
100
Improved the documentation, communication and periodic review of our accounting policies throughout our domestic
and international locations for consistency and application with generally accepted accounting principles;
Enhanced the training and education for our world-wide finance and accounting personnel; and
Increased management oversight by expanding our disclosure process to include all senior management with
responsibility for responding to issues during the financial reporting process and enhanced required certifications
from all executive management.
Our management is committed to maintaining a strong control environment including strong financial reporting integrity
throughout the Company. Although management believes that the above efforts have improved our internal control over financial
reporting and remediated the above identified material weaknesses, we intend to continue to implement new processes and controls
and engage additional resources when needed to continue strengthening our internal control over financial reporting.
Management’s 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) as defined in the Exchange Act. Internal control over financial reporting consists of policies and
procedures that are designed and operated to provide reasonable assurance regarding the reliability of our financial reporting and our
process for the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
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.
Our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on
the results of our assessment, using the criteria in Internal Control – Integrated Framework, our management has concluded that we
maintained effective internal control over financial reporting as of December 31, 2014.
The effectiveness of our internal control over financial reporting as of December 31, 2014 has been audited by Deloitte &
Touche LLP, an independent registered public accounting firm, as stated in their report, which appears below.
Changes in Internal Control Over Financial Reporting
Other than the changes described above under “Remediation of Prior Material Weaknesses”, there have not been any changes in
our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended)
as of December 31, 2014 that materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
Inherent Limitation on the Effectiveness of Internal Controls
The effectiveness of any system of internal control over financial reporting is subject to inherent limitations, including the
exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate
misconduct completely. Accordingly, any system of internal control over financial reporting can only provide reasonable, not
absolute, assurances. In addition, 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. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but
cannot assure that such improvements will be sufficient to provide us with effective internal control over financial reporting.
101
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of NeoPhotonics Corporation
San Jose, California
We have audited the internal control over financial reporting of NeoPhotonics Corporation and subsidiaries (the "Company") as
of December 31, 2014, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. 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 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 conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
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.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's
principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of
directors, management, and other personnel 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 the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.
Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to
the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2014, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated financial statements as of and for the year ended December 31, 2014 of the Company and our report dated March 16,
2015 expressed an unqualified opinion on those consolidated financial statements.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
March 16, 2015
102
ITEM 9B. OTHER INFORMATION
Not applicable.
103
Part III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required regarding our directors is incorporated herein by reference from the information contained in the
section entitled “Proposal 1—Election of Directors” in our definitive Proxy Statement for the 2015 Annual Meeting of Stockholders
(our “Proxy Statement”), a copy of which will be filed with the SEC on or before April 30, 2015.
The information required regarding our executive officers is incorporated herein by reference from the information contained in
the section entitled “Management” in our Proxy Statement.
The information required regarding Section 16(a) beneficial ownership reporting compliance is incorporated by reference from
the information contained in the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” 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 the section entitled “Proposal 1—Election of Directors” in our Proxy
Statement.
Adoption of Code of Ethics
We have 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). We have made the Code available on our website at
http://www.neophotonics.com.
We intend 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 http://www.neophotonics.com. There were no amendments to the Code or waivers granted thereunder
relating to the Principal Executive Officer, Principal Financial Officer or Principal Accounting Officer during 2014.
104
ITEM 11. EXECUTIVE COMPENSATION
The information required regarding the compensation of our directors and executive officers is incorporated herein by reference
from the information contained in the sections entitled “Executive Compensation,” “Director Compensation,” “Compensation
Committee Report” and “Compensation Committee Interlocks and Insider Participation” in our Proxy Statement.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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 our equity compensation plans is incorporated herein by
reference from the information contained in the section entitled “Employee Benefit Plans” 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
the section entitled “Certain Relationships and Related Transactions” and, with respect to director independence, the section entitled
“Proposal 1—Election of Directors” in our Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required is incorporated herein by reference from the information contained in the sections entitled “Principal
Accountant Fees and Services” and “Pre-Approval Policies and Procedures” in the section entitled “Proposal 2—Ratification of
Appointment of Independent Registered Public Accounting Firm” in our Proxy Statement
105
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
We have filed the following documents as part of this Form 10-K:
PART IV
1. Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP) ..................................................................
Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP) ........................................................
Consolidated Balance Sheets ..........................................................................................................................................................
Consolidated Statements of Operations ..........................................................................................................................................
Consolidated Statements of Comprehensive Loss ..........................................................................................................................
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity ......................................................................
Consolidated Statements of Cash Flows .........................................................................................................................................
Notes to Consolidated Financial Statements ...................................................................................................................................
Page No.
62
63
64
65
66
67
68
69
2. Financial Statement Schedules
All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require
submission of the schedule, or the required information is otherwise included.
3. Exhibits
See the Exhibit Index which follows the signature page of this Annual Report on Form 10-K, which is incorporated herein by
reference.
106
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
NeoPhotonics Corporation
By:
/S/ TIMOTHY S. JENKS
Timothy S. Jenks
President, Chief Executive Officer and
Chairman of the Board of Directors
March 16, 2015
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints
Timothy S. Jenks and Clyde Raymond Wallin, 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 Exchange Act of 1934, this report has been signed by the following persons on
March 16, 2015 on behalf of the Registrant and in the capacities and on the dates indicated:
Signature
Title
/s/ TIMOTHY S. JENKS
Timothy S. Jenks
President, Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer)
/s/ CLYDE RAYMOND WALLIN
Clyde Raymond Wallin
Senior Vice President and Chief
Financial Officer (Principal Financial and
Accounting Officer)
/s/ CHARLES J. ABBE
Charles J. Abbe
/s/ DMITRY AKHANOV
Dmitry Akhanov
/s/ BANDEL L. CARANO
Bandel L. Carano
/s/ ALLAN KWAN
Allan Kwan
/s/ RAJIV RAMASWAMI
Rajiv Ramaswami
/s/ MICHAEL J. SOPHIE
Michael J. Sophie
/s/ LEE SEN TING
Lee Sen Ting
Director
Director
Director
Director
Director
Director
Director
107
Date
March 16, 2015
March 16, 2015
March 16, 2015
March 16, 2015
March 16, 2015
March 16, 2015
March 16, 2015
March 16, 2015
March 16, 2015
Exhibit
no.
2.1
2.2
2.3
3.1
3.2
4.1
4.2
4.3
4.4
10.1
10.2+
10.3+
10.4+
10.5+
Description of exhibit
Form
SEC File No.
Exhibit
Filing Date
Filed Herewith
EXHIBIT INDEX
Agreement and Plan of Merger, dated as of September 29, 2011,
by and among NeoPhotonics Corporation, Dulcimer Acquisition
Corp., Santur and Shareholder Representative Services LLC,
solely in its capacity as the Stockholder Representative.
Agreement and Plan of Demerger, dated as of January 18, 2013,
by and among NeoPhotonics Corporation, LAPIS Semiconductor
Co., Ltd., and NeoPhotonics Semiconductor GK.
Asset Purchase Agreement by and between NeoPhotonics
Corporation and EMCORE Corporation, dated October 22, 2014.
Form 8-K
001-35061
2.1
October 18, 2011
Form 10-K
001-35061
2.2
March 15, 2013
Form 8-K
001-35061
10.1
October 27, 2014
Amended and Restated Certificate of Incorporation of
NeoPhotonics Corporation.
Form 8-K
001-35061
3.1
February 10, 2011
Amended and Restated Bylaws of NeoPhotonics Corporation.
Form S-1
333-166096
3.4
November 22,
2010
Specimen Common Stock Certificate of NeoPhotonics
Corporation.
Form S-1
333-166096
4.1
April 15, 2010
2008 Investors’ Rights Agreement by and between NeoPhotonics
Corporation and the investors listed on Exhibit A thereto, dated
May 14, 2008.
333-166096
Form S-1
4.2
April 15, 2010
Warrant to Purchase Common Stock by and between
NeoPhotonics Corporation and Comerica Bank, dated December
20, 2007.
Commitment to File Registration Statement and Related Waiver
of Registration Rights by and between NeoPhotonics Corporation
and Open Join Stock Company “RUSNANO” dated as of
December 18, 2014.
Form S-1
333-166096
4.3
April 15, 2010
Form S-1
333-201180
4.4
December 19,
2014
Form of Indemnification Agreement entered into by and between
NeoPhotonics Corporation and each of its directors and officers.
Form S-1
333-166096
10.1
April 15, 2010
2004 Stock Option Plan, as amended, and related documents.
Form S-1
333-166096
10.2
April 15, 2010
2007 Stock Appreciation Grants Plan and related documents.
Form S-1
333-166096
10.3
April 15, 2010
2010 Equity Incentive Plan, as amended and forms of agreement
thereunder.
Form S-8
333-189577
99.1
June 25, 2013
Amended and Restated Non-Employee Director compensation
Policy of NeoPhotonics Corporation.
Form 10-Q
001-35061
10.2
August 8, 2013
10.6+
2010 Employee Stock Purchase Plan.
Form S-1
333-166096
10.5
April 15, 2010
10.7
10.8
10.9*
Lease by and between BRE/PCCP Orchard, LLC and
NeoPhotonics Corporation, dated April 7, 1999 with the
Summary of Basic Lease Terms and Addendum No. 1 to Lease,
as amended by First Amendment to Lease dated November 22,
2002, the Second Amendment to Lease dated December 15,
2003, the Third Amendment to Lease dated March 13, 2007 and
the Fourth Amendment to Lease dated May 28, 2010.
First Lease Amendment by and between NeoPhotonics
Corporation and Landlord as defined in the recitals thereto, dated
May 21, 2013.
Maximum Comprehensive Credit Line Contract and Maximum
Mortgage Contract by and between Agricultural Bank of China
and NeoPhotonics (China) Co., Ltd. dated November 3, 2008 and
December 25, 2008, respectively.
Form S-1
333-166096
10.6
July 23, 2010
Form 10-Q
001-35061
10.3
August 8, 2013
Form S-1
333-166096
10.9
April 15, 2010
10.10
Property Lease Contract between NeoPhotonics (China) Co., Ltd.
and Dongguan Conrad Hi-Tech Park Ltd., dated May 13, 2011.
Form 10-Q
001-35061
10.3
November 10,
2011
108
Exhibit
no.
10.11
10.12+
10.13+
10.14+
Description of exhibit
Form
SEC File No.
Exhibit
Filing Date
Filed Herewith
Building Lease Agreement between NeoPhotonics Japan Godo
Kaisha and Jones Lang Lasalle K.K., dated September 8, 2011.
Form 10-Q
001-35061
10.4
November 10,
2011
Employment Letter by and between NeoPhotonics Corporation
and Timothy S. Jenks, dated March 30, 2010.
Form S-1
333-166096
10.17
April 15, 2010
Offer Letter by and between NeoPhotonics Corporation and
Clyde R. Wallin, dated December 20, 2013.
Form 10-K
001-35061
10.18
June 4, 2014
Offer Letter by and between NeoPhotonics Corporation and Dr.
Wupen Yuen, dated January 2, 2005.
Form S-1
333-166096
10.19
April 15, 2010
10.15*+
Offer Letter by and between NeoPhotonics (China) Co., Ltd. and
Chi Yue “Raymond” Cheung, dated August 14, 2007.
Form S-1
333-166096
10.20
April 15, 2010
10.17+
10.18+
10.19
10.20
Severance Agreement by and between NeoPhotonics Corporation
and Benjamin L. Sitler dated April 14, 2010.
Form S-1
333-166096
10.23
April 15, 2010
Amended and Restated Severance Agreement by and between
NeoPhotonics Corporation and Dr. Wupen Yuen, dated April 13,
2010.
Form S-1
333-166096
10.24
April 15, 2010
Third Amendment To Loan And Security Agreement And
Waiver And Consent by and between NeoPhotonics Corporation
and Comerica Bank, dated September 29, 2011.
Libor/Prime Referenced Rate Addendum To Loan And Security
Agreement by and between NeoPhotonics Corporation and
Comerica Bank, dated September 29, 2011.
Form 10-Q
001-35061
10.5
Form 10-Q
001-35061
10.6
November 10,
2011
November 10,
2011
10.21+
2011 Inducement Award Plan and related documents.
Form S-8
333-177306
99.1
October 13, 2011
10.22
10.23+
10.24
10.25+
10.26
10.27
10.28
Lease between Santur Corporation and 40915 Encyclopedia
Circle, LLC, dated June 28, 2010.
Form 10-K
001-35061
10.35
March 30, 2012
Amendment to Severance Rights Agreement, dated April 30,
2012, by and between the Company and Timothy S. Jenks.
Form 10-Q
001-35061
10.1
May 10, 2012
Industrial Space Lease between Santur Corporation and The Kaye
Building, LLC, dated March 7, 2001.
Form 10-K
001-35061
10.36
March 30, 2012
Amendment to Severance Rights Agreement, dated April 30,
2012, by and between the Company and Dr. Wupen Yuen.
Form 10-Q
001-35061
10.3
May 10, 2012
Share Purchase Agreement, dated April 27, 2012 by and between
the Company and Open Joint Stock Company “RUSNANO”.
Form 8-K
001-35061
10.1
May 1, 2012
Rights Agreement, dated April 27, 2012 by and between the
Company and Open Joint Stock Company “RUSNANO”.
Form 8-K
001-35061
10.2
May 1, 2012
Lock-Up, dated April 27, 2012 by and between the Company and
Open Joint Stock Company “RUSNANO”.
Form 8-K
001-35061
10.3
May 1, 2012
10.29+
2013 Executive Officer Bonus Program.
Form 10-Q
001-35061
10.3
April 9, 2014
10.30
10.31*
Revolving Credit and Term Loan Agreement, dated March 21,
2013, by and among NeoPhotonics Corporation, Comerica Bank,
as agent, and the lenders party thereto.
Comprehensive Credit Extension Contract by and between China
CITIC Bank Incorporated Company and NeoPhotonics (China)
Co., Ltd. and NeoPhotonics Dongguan Co., Ltd. dated June 3,
2013.
Form 8-K
001-35061
10.1
March 27, 2013
Form 10-K
001-35061
10.43
June 4, 2014
109
Exhibit
no.
10.32*
10.33*
10.34
10.35
10.36
10.37
10.38*
10.39+
10.40+
10.41**
10.42**
10.43**
Description of exhibit
Form
SEC File No.
Exhibit
Filing Date
Filed Herewith
Maximum Amount Guarantee Contract by and between China
CITIC Bank and NeoPhotonics (China) Co., Ltd. dated June 3,
2013.
Supplementary Agreement by and between China CITIC Bank
Co., Ltd and NeoPhotonics (China) Co., Ltd. and NeoPhotonics
Dongguan Co., Ltd. dated June 3, 2013
First Amendment to Credit Agreement, dated January 16, 2014,
by and among NeoPhotonics Corporation, Comerica Bank, as
Agent, and the lenders party thereto.
Second Amendment to Credit Agreement, dated February 14,
2014, by and among NeoPhotonics Corporation, Comerica Bank,
as Agent, and the lenders party thereto.
Third Amendment to Credit Agreement, dated March 6, 2014, by
and among NeoPhotonics Corporation, Comerica Bank, as Agent,
and the lenders party thereto.
Fourth Amendment to Credit Agreement, dated May 19, 2014, by
and among NeoPhotonics Corporation, Comerica Bank, as Agent,
and the lenders party thereto.
Credit Line Agreement, dated June 16, 2014, by and between
NeoPhotonics (China) Co., Ltd. and Shanghai Pudong
Development Bank Corporation, Shenzhen Branch.
Form 10-K
001-35061
10.44
June 4, 2014
Form 10-K
001-35061
10.45
June 4, 2014
Form 8-K
001-35061
10.1
January 17, 2014
Form 8-K
001-35061
10.1
February 18, 2014
Form 8-K
001-35061
10.1
March 10, 2014
Form 8-K
001-35061
10.1
May 20, 2014
Form 10-Q
001-35061
10.5
August 8, 2014
Severance Rights Agreement, dated January 6, 2014, by and
between NeoPhotonics Corporation and Clyde R. Wallin.
Form 10-Q
001-35061
10.4
June 24, 2014
Amended and Restated Severance Agreement by and between
NeoPhotonics Corporation and Benjamin L. Sitler dated October
8, 2014
Form 10-Q
001-35061
10.1
November 10,
2014
Amendment to Asset Purchase Agreement by and between
NeoPhotonics Corporation and EMCORE Corporation dated
January 2, 2015
Loan Agreement by and between NeoPhotonics Semiconductor
GK and The Bank of Tokyo-Mitsubishi UFJ, Ltd. dated February
25, 2015 (Contract A)
Loan Agreement by and between NeoPhotonics Semiconductor
GK and The Bank of Tokyo-Mitsubishi UFJ, Ltd. dated February
25, 2015 (Contract B)
Form 8-K
001-35061
99.1
January 8, 2015
10.44
Letter Agreement by and between NeoPhotonics Corporation and
Open Joint Stock Company RUSNANO dated March 2, 2015
21.1
23.1
23.2
24.1
31.1
31.2
32.1
List of subsidiaries of NeoPhotonics Corporation.
Consent of Deloitte & Touche LLP, independent registered
public accounting firm.
Consent of PricewaterhouseCoopers LLP, independent registered
public accounting firm
Power of Attorney (incorporated by reference to the signature
page of this Annual Report on Form 10-K).
Certification pursuant to Rule 13a-14(a)/15d-14(a).
Certification pursuant to Rule 13a-14(a)/15d-14(a).
Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
XBRL Instance Document.
110
X
X
X
X
X
X
X
X
X
X
Exhibit
no.
Description of exhibit
Form
SEC File No.
Exhibit
Filing Date
Filed Herewith
101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
* Translation to English of an original Chinese document.
** Translation to English of an original Japanese document.
+ Management compensatory plan or arrangement.
111
LIST OF SUBSIDIARIES OF NEOPHOTONICS CORPORATION
Exhibit 21.1
SUBSIDIARY
JURISDICTION
NeoPhotonics Corporation Limited
Allied Faith Dev. Limited
Gold Image Investment Limited
NeoPhotonics (China) Co., Ltd.
NeoPhotonics Dongguan Co., Ltd.
Novel Centennial Limited
NeoPhotonics Japan, Godo Kaisha
NeoPhotonics Semiconductor, Godo Kaisha
NeoPhotonics Corporation, LLC
NeoPhotonics Technics Limited Liability Company
Hong Kong
Hong Kong
Hong Kong
People’s Republic of China
People’s Republic of China
British Virgin Islands
Japan
Japan
Russia
Russia
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-189577, 333-179453, 333-177306, 333-172031 and
333-197657 on Form S-8 of our reports dated March 16, 2015, relating to the 2014 and 2013 consolidated financial statements of
NeoPhotonics Corporation and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2014, appearing in this Annual Report on Form 10-K of the Company for the year ended December 31,
2014.
Exhibit 23.1
/s/ DELOITTE & TOUCHE LLP
San Jose, California
March 16, 2015
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-197657, 333-189577, 333-
172031, 331-177306 and 333-179453) of NeoPhotonics Corporation (“the Company”) of our report dated March 15, 2013, except for
the effects of the revision discussed in Note 1 (not presented herein) to the consolidated financial statements appearing under Item 8 of
the Company’s 2013 Annual Report on Form 10-K for the year ended December 31, 2013, as to which the date is May 30, 2014,
relating to the consolidated financial statements, which appears in this Form 10-K.
Exhibit 23.2
/s/ PricewaterhouseCoopers LLP
San Jose, California
March 16, 2015
Exhibit 31.1
I, Timothy S. Jenks, certify that:
1. I have reviewed this Annual Report on Form 10-K of NeoPhotonics Corporation;
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 financing 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.
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: March 16, 2015
/s/ TIMOTHY S. JENKS
Timothy S. Jenks
President, Chief Executive Officer and
Chairman of the Board of Directors
Exhibit 31.2
I, Clyde Raymond Wallin, certify that:
1. I have reviewed this Annual Report on Form 10-K of NeoPhotonics Corporation;
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 financing 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.
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: March 16, 2015
/S/ CLYDE RAYMOND WALLIN
Clyde Raymond Wallin
Chief Financial Officer and Senior Vice President
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), Timothy S. Jenks, President, Chief Executive
Officer and Chairman of the Board of Directors of NeoPhotonics Corporation (the “Company”), and Clyde Raymond Wallin, Chief
Financial Officer and Senior Vice President 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, 2014, 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, as amended; 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 16th day of March, 2015.
/S/ TIMOTHY S. JENKS
Timothy S. Jenks
President, Chief Executive Officer and
Chairman of the Board of Directors
/S/ CLYDE RAYMOND WALLIN
Clyde Raymond Wallin
Chief Financial Officer and Senior Vice President
This certification accompanies the Form 10-K 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 NeoPhotonics Corporation 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 Form 10-K), irrespective of any
general incorporation language contained in such filing.
[This page intentionally left blank]
BR64051T-0415-10K