|
|
|
|
|
|
|
Delaware
|
|
94-3253730
|
(State or other jurisdiction
of incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class:
|
|
Trading symbol(s):
|
|
Name of each exchange on which registered
|
Common Stock, $0.0025 par value
|
|
NPTN
|
|
The New York Stock Exchange
|
Large accelerated filer
|
☐
|
|
Accelerated filer
|
x
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
x
|
Emerging growth company
|
☐
|
|
|
|
|
|
Page
|
|
|
|
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||
|
||
|
||
|
||
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||
|
||
|
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|
As of
|
||||||
|
June 30, 2019
|
|
December 31, 2018
|
||||
(In thousands, except par data)
|
|
||||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
55,107
|
|
|
$
|
58,185
|
|
Short-term investments
|
7,567
|
|
|
7,481
|
|
||
Restricted cash
|
11,533
|
|
|
11,053
|
|
||
Accounts receivable, net of allowance for doubtful accounts
|
59,623
|
|
|
74,751
|
|
||
Inventories
|
48,795
|
|
|
52,159
|
|
||
Assets held for sale
|
—
|
|
|
2,971
|
|
||
Prepaid expenses and other current assets
|
23,397
|
|
|
26,605
|
|
||
Total current assets
|
206,022
|
|
|
233,205
|
|
||
Property, plant and equipment, net
|
89,283
|
|
|
100,090
|
|
||
Operating lease right-of-use assets
|
16,520
|
|
|
—
|
|
||
Purchased intangible assets, net
|
2,532
|
|
|
3,018
|
|
||
Goodwill
|
1,115
|
|
|
1,115
|
|
||
Other long-term assets
|
3,144
|
|
|
3,148
|
|
||
Total assets
|
$
|
318,616
|
|
|
$
|
340,576
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
51,857
|
|
|
$
|
58,403
|
|
Notes payable and short-term borrowing
|
—
|
|
|
4,795
|
|
||
Current portion of long-term debt
|
3,048
|
|
|
2,897
|
|
||
Accrued and other current liabilities
|
43,020
|
|
|
50,288
|
|
||
Total current liabilities
|
97,925
|
|
|
116,383
|
|
||
Long-term debt, net of current portion
|
45,181
|
|
|
50,454
|
|
||
Operating lease liabilities, noncurrent
|
17,577
|
|
|
—
|
|
||
Other noncurrent liabilities
|
9,949
|
|
|
13,499
|
|
||
Total liabilities
|
170,632
|
|
|
180,336
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|||
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
|
|
|
|
|
|
||
As of June 30, 2019, 47,152 shares issued and outstanding; as of December 31, 2018, 46,378 shares issued and outstanding
|
118
|
|
|
116
|
|
||
Additional paid-in capital
|
572,734
|
|
|
564,722
|
|
||
Accumulated other comprehensive loss
|
(5,979
|
)
|
|
(7,126
|
)
|
||
Accumulated deficit
|
(418,889
|
)
|
|
(397,472
|
)
|
||
Total stockholders’ equity
|
147,984
|
|
|
160,240
|
|
||
Total liabilities and stockholders’ equity
|
$
|
318,616
|
|
|
$
|
340,576
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
||||||||||||||
(In thousands, except per share data)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue
|
$
|
81,690
|
|
|
$
|
81,102
|
|
|
$
|
161,056
|
|
|
$
|
149,688
|
|
Cost of goods sold
|
66,015
|
|
|
65,630
|
|
|
129,644
|
|
|
125,034
|
|
||||
Gross profit
|
15,675
|
|
|
15,472
|
|
|
31,412
|
|
|
24,654
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
13,793
|
|
|
13,243
|
|
|
28,476
|
|
|
27,131
|
|
||||
Sales and marketing
|
3,623
|
|
|
3,891
|
|
|
8,226
|
|
|
8,015
|
|
||||
General and administrative
|
7,174
|
|
|
7,267
|
|
|
14,927
|
|
|
14,917
|
|
||||
Amortization of purchased intangible assets
|
—
|
|
|
120
|
|
|
119
|
|
|
239
|
|
||||
Asset sale related costs
|
47
|
|
|
79
|
|
|
376
|
|
|
93
|
|
||||
Restructuring charges
|
79
|
|
|
622
|
|
|
258
|
|
|
653
|
|
||||
Gain on asset sale
|
(817
|
)
|
|
—
|
|
|
(817
|
)
|
|
—
|
|
||||
Total operating expenses
|
23,899
|
|
|
25,222
|
|
|
51,565
|
|
|
51,048
|
|
||||
Loss from operations
|
(8,224
|
)
|
|
(9,750
|
)
|
|
(20,153
|
)
|
|
(26,394
|
)
|
||||
Interest income
|
99
|
|
|
122
|
|
|
198
|
|
|
215
|
|
||||
Interest expense
|
(496
|
)
|
|
(759
|
)
|
|
(989
|
)
|
|
(1,467
|
)
|
||||
Other income (expense), net
|
1,090
|
|
|
930
|
|
|
(508
|
)
|
|
581
|
|
||||
Total interest and other income (expense), net
|
693
|
|
|
293
|
|
|
(1,299
|
)
|
|
(671
|
)
|
||||
Loss before income taxes
|
(7,531
|
)
|
|
(9,457
|
)
|
|
(21,452
|
)
|
|
(27,065
|
)
|
||||
Income tax benefit (provision)
|
205
|
|
|
(1,080
|
)
|
|
35
|
|
|
(1,718
|
)
|
||||
Net loss
|
$
|
(7,326
|
)
|
|
$
|
(10,537
|
)
|
|
$
|
(21,417
|
)
|
|
$
|
(28,783
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic net loss per share
|
$
|
(0.16
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.65
|
)
|
Diluted net loss per share
|
$
|
(0.16
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.65
|
)
|
Weighted average shares used to compute basic net loss per share
|
46,754
|
|
|
44,665
|
|
|
46,585
|
|
|
44,463
|
|
||||
Weighted average shares used to compute diluted net loss per share
|
46,754
|
|
|
44,665
|
|
|
46,585
|
|
|
44,463
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
||||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
$
|
(7,326
|
)
|
|
$
|
(10,537
|
)
|
|
$
|
(21,417
|
)
|
|
$
|
(28,783
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments, net of zero tax
|
(1,790
|
)
|
|
(8,482
|
)
|
|
1,147
|
|
|
(2,380
|
)
|
||||
Unrealized gains on available-for-sale securities, net of zero tax
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Total other comprehensive income (loss)
|
(1,790
|
)
|
|
(8,482
|
)
|
|
1,147
|
|
|
(2,379
|
)
|
||||
Comprehensive loss
|
$
|
(9,116
|
)
|
|
$
|
(19,019
|
)
|
|
$
|
(20,270
|
)
|
|
$
|
(31,162
|
)
|
Three Months Ended June 30, 2019
|
Common stock
|
|
Additional paid-in capital
|
|
Accumulated other comprehensive income (loss)
|
|
Accumulated deficit
|
|
Total stockholders’ equity
|
|||||||||||||
(In thousands)
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balances at March 31, 2019
|
46,455
|
|
|
$
|
116
|
|
|
$
|
568,194
|
|
|
$
|
(4,189
|
)
|
|
$
|
(411,563
|
)
|
|
$
|
152,558
|
|
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,790
|
)
|
|
(7,326
|
)
|
|
(9,116
|
)
|
|||||
Issuance of common stock upon exercise of stock options
|
118
|
|
|
—
|
|
|
406
|
|
|
—
|
|
|
—
|
|
|
406
|
|
|||||
Issuance of common stock under employee stock purchase plan
|
254
|
|
|
1
|
|
|
1,234
|
|
|
—
|
|
|
—
|
|
|
1,235
|
|
|||||
Issuance of common stock for vested restricted stock units
|
381
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax withholding related to vesting of restricted stock units
|
(56
|
)
|
|
—
|
|
|
(245
|
)
|
|
—
|
|
|
—
|
|
|
(245
|
)
|
|||||
Stock-based compensation costs
|
—
|
|
|
—
|
|
|
3,146
|
|
|
—
|
|
|
—
|
|
|
3,146
|
|
|||||
Balances at June 30, 2019
|
47,152
|
|
|
$
|
118
|
|
|
$
|
572,734
|
|
|
$
|
(5,979
|
)
|
|
$
|
(418,889
|
)
|
|
$
|
147,984
|
|
Three Months Ended June 30, 2018
|
Common stock
|
|
Additional paid-in capital
|
|
Accumulated other comprehensive income (loss)
|
|
Accumulated deficit
|
|
Total stockholders’ equity
|
|||||||||||||
(In thousands)
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balances at March 31, 2018
|
44,314
|
|
|
$
|
111
|
|
|
$
|
549,189
|
|
|
$
|
6,501
|
|
|
$
|
(372,081
|
)
|
|
$
|
183,720
|
|
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,482
|
)
|
|
(10,537
|
)
|
|
(19,019
|
)
|
|||||
Issuance of common stock upon exercise of stock options
|
149
|
|
|
—
|
|
|
561
|
|
|
—
|
|
|
—
|
|
|
561
|
|
|||||
Issuance of common stock under employee stock purchase plan
|
234
|
|
|
1
|
|
|
1,241
|
|
|
—
|
|
|
—
|
|
|
1,242
|
|
|||||
Issuance of common stock for vested restricted stock units
|
248
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax withholding related to vesting of restricted stock units
|
(39
|
)
|
|
—
|
|
|
(216
|
)
|
|
—
|
|
|
—
|
|
|
(216
|
)
|
|||||
Stock-based compensation costs
|
—
|
|
|
—
|
|
|
3,170
|
|
|
—
|
|
|
—
|
|
|
3,170
|
|
|||||
Balances at June 30, 2018
|
44,906
|
|
|
$
|
112
|
|
|
$
|
553,945
|
|
|
$
|
(1,981
|
)
|
|
$
|
(382,618
|
)
|
|
$
|
169,458
|
|
Six Months Ended June 30, 2019
|
Common stock
|
|
Additional paid-in capital
|
|
Accumulated other comprehensive income (loss)
|
|
Accumulated deficit
|
|
Total stockholders’ equity
|
|||||||||||||
(In thousands)
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balances at December 31, 2018
|
46,378
|
|
|
$
|
116
|
|
|
$
|
564,722
|
|
|
$
|
(7,126
|
)
|
|
$
|
(397,472
|
)
|
|
$
|
160,240
|
|
Comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,147
|
|
|
(21,417
|
)
|
|
(20,270
|
)
|
|||||
Issuance of common stock upon exercise of stock options
|
166
|
|
|
—
|
|
|
572
|
|
|
—
|
|
|
—
|
|
|
572
|
|
|||||
Issuance of common stock under employee stock purchase plan
|
254
|
|
|
1
|
|
|
1,234
|
|
|
—
|
|
|
—
|
|
|
1,235
|
|
|||||
Issuance of common stock for vested restricted stock units
|
423
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax withholding related to vesting of restricted stock units
|
(69
|
)
|
|
—
|
|
|
(327
|
)
|
|
—
|
|
|
—
|
|
|
(327
|
)
|
|||||
Stock-based compensation costs
|
—
|
|
|
—
|
|
|
6,534
|
|
|
—
|
|
|
—
|
|
|
6,534
|
|
|||||
Balances at June 30, 2019
|
47,152
|
|
|
$
|
118
|
|
|
$
|
572,734
|
|
|
$
|
(5,979
|
)
|
|
$
|
(418,889
|
)
|
|
$
|
147,984
|
|
Six Months Ended June 30, 2018
|
Common stock
|
|
Additional paid-in capital
|
|
Accumulated other comprehensive income (loss)
|
|
Accumulated deficit
|
|
Total stockholders’ equity
|
|||||||||||||
(In thousands)
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balances at December 31, 2017
|
44,219
|
|
|
$
|
111
|
|
|
$
|
545,953
|
|
|
$
|
398
|
|
|
$
|
(352,011
|
)
|
|
$
|
194,451
|
|
Impact of adoption of new accounting standard ASU 2016-16
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,824
|
)
|
|
(1,824
|
)
|
|||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,379
|
)
|
|
(28,783
|
)
|
|
(31,162
|
)
|
|||||
Issuance of common stock upon exercise of stock options
|
189
|
|
|
—
|
|
|
703
|
|
|
—
|
|
|
—
|
|
|
703
|
|
|||||
Issuance of common stock under employee stock purchase plan
|
234
|
|
|
1
|
|
|
1,241
|
|
|
—
|
|
|
—
|
|
|
1,242
|
|
|||||
Issuance of common stock for vested restricted stock units
|
312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax withholding related to vesting of restricted stock units
|
(48
|
)
|
|
—
|
|
|
(276
|
)
|
|
—
|
|
|
—
|
|
|
(276
|
)
|
|||||
Stock-based compensation costs
|
—
|
|
|
—
|
|
|
6,324
|
|
|
—
|
|
|
—
|
|
|
6,324
|
|
|||||
Balances at June 30, 2018
|
44,906
|
|
|
$
|
112
|
|
|
$
|
553,945
|
|
|
$
|
(1,981
|
)
|
|
$
|
(382,618
|
)
|
|
$
|
169,458
|
|
|
Six Months Ended
June 30, |
||||||
|
|||||||
(In thousands)
|
2019
|
|
2018
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(21,417
|
)
|
|
$
|
(28,783
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
16,942
|
|
|
15,911
|
|
||
Stock-based compensation expense
|
6,343
|
|
|
6,486
|
|
||
Deferred taxes
|
—
|
|
|
(42
|
)
|
||
Others
|
216
|
|
|
214
|
|
||
Loss (gain) on sale of assets and other write-offs
|
(541
|
)
|
|
43
|
|
||
Loss on foreign currency hedges
|
—
|
|
|
1,005
|
|
||
Allowance for doubtful accounts
|
(8
|
)
|
|
(101
|
)
|
||
Write-down of inventories
|
5,479
|
|
|
1,857
|
|
||
Amortization of operating lease right-of-use assets
|
872
|
|
|
—
|
|
||
Foreign currency remeasurement
|
614
|
|
|
(1,123
|
)
|
||
Change in assets and liabilities, net of effects of asset sale:
|
|
|
|
||||
Accounts receivable
|
15,163
|
|
|
(9,981
|
)
|
||
Inventories
|
(2,103
|
)
|
|
4,173
|
|
||
Prepaid expenses and other assets
|
3,053
|
|
|
5,565
|
|
||
Accounts payable
|
(6,933
|
)
|
|
94
|
|
||
Accrued and other liabilities
|
(8,247
|
)
|
|
148
|
|
||
Net cash provided by (used in) operating activities
|
9,433
|
|
|
(4,534
|
)
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchase of property, plant and equipment
|
(4,042
|
)
|
|
(10,653
|
)
|
||
Proceeds from sale of property, plant and equipment and other assets
|
1,986
|
|
|
15
|
|
||
Purchase of marketable securities
|
(86
|
)
|
|
(840
|
)
|
||
Proceeds from maturity of marketable securities
|
—
|
|
|
750
|
|
||
Settlement of foreign currency hedges
|
—
|
|
|
1,003
|
|
||
Net cash used in investing activities
|
(2,142
|
)
|
|
(9,725
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from exercise of stock options and issuance of stock under ESPP
|
1,807
|
|
|
1,933
|
|
||
Tax withholding on restricted stock units
|
(327
|
)
|
|
(276
|
)
|
||
Proceeds from bank loans, net of debt issuance costs
|
5,000
|
|
|
24,419
|
|
||
Repayment of bank loans
|
(11,529
|
)
|
|
(39,603
|
)
|
||
Proceeds from issuance of notes payable
|
—
|
|
|
2,039
|
|
||
Repayment of notes payable
|
(4,860
|
)
|
|
(1,676
|
)
|
||
Repayment of finance lease liabilities
|
(46
|
)
|
|
—
|
|
||
Proceeds from government grants
|
—
|
|
|
1,257
|
|
||
Net cash used in financing activities
|
(9,955
|
)
|
|
(11,907
|
)
|
||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
66
|
|
|
(176
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
(2,598
|
)
|
|
(26,342
|
)
|
||
Cash, cash equivalents and restricted cash at the beginning of the period
|
69,238
|
|
|
81,564
|
|
||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
66,640
|
|
|
$
|
55,222
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
||||
Decrease (increase) in unpaid property, plant and equipment
|
$
|
(1
|
)
|
|
$
|
6,943
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
High Speed Products
|
$
|
72,860
|
|
|
$
|
69,754
|
|
|
$
|
143,028
|
|
|
$
|
128,843
|
|
Network Products and Solutions
|
8,830
|
|
|
11,348
|
|
|
18,028
|
|
|
20,845
|
|
||||
Total revenue
|
$
|
81,690
|
|
|
$
|
81,102
|
|
|
$
|
161,056
|
|
|
$
|
149,688
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
China
|
$
|
38,943
|
|
|
$
|
46,111
|
|
|
$
|
84,490
|
|
|
$
|
87,783
|
|
Americas
|
19,596
|
|
|
17,694
|
|
|
33,425
|
|
|
29,901
|
|
||||
Rest of world
|
23,151
|
|
|
17,297
|
|
|
43,141
|
|
|
32,004
|
|
||||
Total revenue
|
$
|
81,690
|
|
|
$
|
81,102
|
|
|
$
|
161,056
|
|
|
$
|
149,688
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(7,326
|
)
|
|
$
|
(10,537
|
)
|
|
$
|
(21,417
|
)
|
|
$
|
(28,783
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares used to compute per share amount:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
46,754
|
|
|
44,665
|
|
|
46,585
|
|
|
44,463
|
|
||||
Diluted
|
46,754
|
|
|
44,665
|
|
|
46,585
|
|
|
44,463
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net loss per share
|
$
|
(0.16
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.65
|
)
|
Diluted net loss per share
|
$
|
(0.16
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.65
|
)
|
|
June 30, 2019
|
|
June 30, 2018
|
||
Employee stock options
|
2,963
|
|
|
3,860
|
|
Restricted stock units
|
2,208
|
|
|
3,279
|
|
Market-based restricted stock units
|
647
|
|
|
—
|
|
Employee stock purchase plan
|
263
|
|
|
193
|
|
|
6,081
|
|
|
7,332
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Cash and cash equivalents:
|
|
|
|
||||
Cash
|
$
|
55,107
|
|
|
$
|
58,185
|
|
Cash equivalents
|
—
|
|
|
—
|
|
||
Cash and cash equivalents
|
$
|
55,107
|
|
|
$
|
58,185
|
|
Short-term investments
|
$
|
7,567
|
|
|
$
|
7,481
|
|
Restricted cash
|
$
|
11,533
|
|
|
$
|
11,053
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Cash and cash equivalents
|
$
|
55,107
|
|
|
$
|
58,185
|
|
Restricted cash
|
11,533
|
|
|
11,053
|
|
||
Total cash, cash equivalents and restricted cash shown in the statement of cash flows
|
$
|
66,640
|
|
|
$
|
69,238
|
|
|
As of June 30, 2019
|
|
As of December 31, 2018
|
||||||||||||||||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Loss
|
|
Fair Value
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Loss
|
|
Fair Value
|
||||||||||||||||
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
$
|
7,567
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,567
|
|
|
$
|
7,481
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,481
|
|
Reported as:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Short-term investments
|
|
|
|
|
|
|
$
|
7,567
|
|
|
|
|
|
|
|
|
$
|
7,481
|
|
|
As of June 30, 2019
|
|
As of December 31, 2018
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
$
|
7,567
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,567
|
|
|
$
|
7,481
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,481
|
|
Other long-term assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mutual funds held in Rabbi Trust
|
$
|
560
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
560
|
|
|
$
|
465
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
465
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Accrued and other current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Rusnano payment derivative
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,000
|
|
|
$
|
2,000
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Accounts receivable
|
$
|
57,471
|
|
|
$
|
74,343
|
|
Trade notes receivable
|
2,409
|
|
|
672
|
|
||
Allowance for doubtful accounts
|
(257
|
)
|
|
(264
|
)
|
||
|
$
|
59,623
|
|
|
$
|
74,751
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Raw materials
|
$
|
24,083
|
|
|
$
|
27,806
|
|
Work in process
|
14,892
|
|
|
13,044
|
|
||
Finished goods
(1)
|
9,820
|
|
|
11,309
|
|
||
|
$
|
48,795
|
|
|
$
|
52,159
|
|
(1)
|
Finished goods inventory at customer vendor managed inventory locations was
$2.8 million
and
$5.6 million
as of
June 30, 2019
and
December 31, 2018
, respectively.
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Prepaid taxes and taxes receivable
|
$
|
4,130
|
|
|
$
|
5,461
|
|
Transition services agreement receivable (see Note 6)
|
12,016
|
|
|
11,999
|
|
||
Deposits and other prepaid expenses
|
2,424
|
|
|
3,020
|
|
||
Other receivable
|
4,827
|
|
|
6,125
|
|
||
|
$
|
23,397
|
|
|
$
|
26,605
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross
Assets
|
|
Accumulated
Amortization
|
|
Net
Assets
|
|
Gross
Assets |
|
Accumulated
Amortization |
|
Net
Assets |
||||||||||||
Technology and patents
|
$
|
37,048
|
|
|
$
|
(35,368
|
)
|
|
$
|
1,680
|
|
|
$
|
37,029
|
|
|
$
|
(34,995
|
)
|
|
$
|
2,034
|
|
Customer relationships
|
15,172
|
|
|
(15,172
|
)
|
|
—
|
|
|
15,146
|
|
|
(15,026
|
)
|
|
120
|
|
||||||
Leasehold interest
|
1,240
|
|
|
(388
|
)
|
|
852
|
|
|
1,238
|
|
|
(374
|
)
|
|
864
|
|
||||||
|
$
|
53,460
|
|
|
$
|
(50,928
|
)
|
|
$
|
2,532
|
|
|
$
|
53,413
|
|
|
$
|
(50,395
|
)
|
|
$
|
3,018
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Cost of goods sold
|
$
|
184
|
|
|
$
|
184
|
|
|
$
|
368
|
|
|
$
|
387
|
|
Operating expenses
|
—
|
|
|
120
|
|
|
119
|
|
|
239
|
|
||||
Total
|
$
|
184
|
|
|
$
|
304
|
|
|
$
|
487
|
|
|
$
|
626
|
|
2019 (remaining six months)
|
$
|
368
|
|
2020
|
737
|
|
|
2021
|
644
|
|
|
2022
|
28
|
|
|
2023
|
28
|
|
|
Thereafter
|
727
|
|
|
|
$
|
2,532
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Transition services agreement payables (see Note 6)
|
$
|
11,769
|
|
|
$
|
11,769
|
|
Employee-related
|
12,905
|
|
|
14,899
|
|
||
Asset sale related contingent liabilities (see Note 6)
|
6,762
|
|
|
6,751
|
|
||
Operating lease liabilities, current
|
2,223
|
|
|
—
|
|
||
Accrued warranty
|
751
|
|
|
672
|
|
||
Deferred revenue, current
|
291
|
|
|
1,114
|
|
||
Income and other taxes payable
|
1,107
|
|
|
1,580
|
|
||
Rusnano payment derivative
|
—
|
|
|
2,000
|
|
||
Accrued litigation settlement
|
—
|
|
|
2,645
|
|
||
Other accrued expenses
|
7,212
|
|
|
8,858
|
|
||
|
$
|
43,020
|
|
|
$
|
50,288
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Beginning balance
|
$
|
739
|
|
|
$
|
1,699
|
|
|
$
|
672
|
|
|
$
|
1,334
|
|
Warranty accruals
|
161
|
|
|
(17
|
)
|
|
476
|
|
|
529
|
|
||||
Settlements
|
(149
|
)
|
|
(90
|
)
|
|
(397
|
)
|
|
(271
|
)
|
||||
Ending balance
|
$
|
751
|
|
|
$
|
1,592
|
|
|
$
|
751
|
|
|
$
|
1,592
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Pension and other employee-related
|
$
|
4,113
|
|
|
$
|
4,529
|
|
Deferred rent
|
—
|
|
|
3,058
|
|
||
Government grant
|
2,333
|
|
|
2,108
|
|
||
Capital lease obligation
|
—
|
|
|
282
|
|
||
Asset retirement obligations and other
|
3,503
|
|
|
3,522
|
|
||
|
$
|
9,949
|
|
|
$
|
13,499
|
|
|
Employee Severance
|
|
Facilities Consolidation
|
|
Others
|
|
Total
|
||||||||
Restructuring obligations December 31, 2018
|
$
|
436
|
|
|
$
|
769
|
|
|
$
|
1,611
|
|
|
$
|
2,816
|
|
Charges
|
88
|
|
|
—
|
|
|
170
|
|
|
258
|
|
||||
Cash payments
|
(523
|
)
|
|
(90
|
)
|
|
(141
|
)
|
|
(754
|
)
|
||||
Settlement of Rusnano payment derivative
|
—
|
|
|
—
|
|
|
(1,611
|
)
|
|
(1,611
|
)
|
||||
Adoption of ASC 842
|
—
|
|
|
(620
|
)
|
|
—
|
|
|
(620
|
)
|
||||
Restructuring obligations June 30, 2019
|
$
|
1
|
|
|
$
|
59
|
|
|
$
|
29
|
|
|
$
|
89
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||
|
Carrying
Amount
|
|
Interest
Rate
|
|
Carrying
Amount |
|
Interest
Rate |
||||||
Notes payable to suppliers
|
$
|
—
|
|
|
—
|
|
|
$
|
4,795
|
|
|
—
|
|
Total notes payable and short-term borrowing
|
$
|
—
|
|
|
|
|
|
$
|
4,795
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt, current and non-current:
|
|
|
|
|
|
|
|
|
|
|
|
||
Borrowing under Wells Fargo Credit Facility
|
$
|
31,662
|
|
|
4.33
|
%
|
|
$
|
35,961
|
|
|
4.41
|
%
|
Mitsubishi Bank loans
|
10,310
|
|
|
1.05% -1.45%
|
|
|
11,094
|
|
|
1.05% -1.45%
|
|
||
Mitsubishi Bank and Yamanashi Chou Bank loan
|
6,468
|
|
|
1.1
|
%
|
|
6,898
|
|
|
1.1
|
%
|
||
Finance lease liability
|
317
|
|
|
|
|
—
|
|
|
|
||||
Unaccreted discount and issuance costs
|
(528
|
)
|
|
|
|
|
(602
|
)
|
|
|
|
||
Total long-term debt, net of unaccreted discount and issuance costs
|
$
|
48,229
|
|
|
|
|
|
$
|
53,351
|
|
|
|
|
Reported as:
|
|
|
|
|
|
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
3,048
|
|
|
|
|
|
$
|
2,897
|
|
|
|
|
Long-term debt, net of current portion
|
45,181
|
|
|
|
|
|
50,454
|
|
|
|
|
||
Total long-term debt, net of unaccreted discount and issuance costs
|
$
|
48,229
|
|
|
|
|
|
$
|
53,351
|
|
|
|
|
•
|
Under the first line of credit facility with Shanghai Pudong Development Bank, the Company can borrow up to RMB
120.0 million
(
$17.5 million
) for short-term loans at varying interest rates, or up to approximately RMB
240.0 million
(
$35.0 million
) for bank acceptance drafts (with up to
50%
compensating balance requirement). This line of credit facility expires in November 2021. In November 2017, the Company borrowed
$17.0 million
under this line which bore interest at
4.1%
. The amount of
$17.0 million
under this line was repaid in May 2018.
|
•
|
Under the second line of credit facility with Shanghai Pudong Development Bank, which expires in November 2021, the Company can borrow up to RMB
30.0 million
(
$4.4 million
) for short-term loans at varying interest rates, or up to approximately RMB
60.0 million
(
$8.7 million
) for bank acceptance drafts (with up to
50%
compensating balance requirement).
|
•
|
In December 2017, the Company's subsidiary in China entered into a third line of credit facility with China CITIC Bank in China, which expired in November 2018. The purpose of the credit facility is to provide short-term borrowings, bank acceptance drafts and letters of credits. Under this credit facility, the Company could borrow up to approximately RMB
250 million
(
$36.4 million
) at varying interest rates, or up to approximately RMB
390.6 million
(
$56.9 million
) for bank acceptance drafts (with up to
36%
compensating balance requirement). In February 2018, the Company borrowed
$17.0 million
under this line which bore interest at
4.7%
. The amount of
$17.0 million
under this line was repaid in August 2018.
|
2019 (remaining six months)
|
$
|
1,607
|
|
2020
|
3,204
|
|
|
2021
|
3,211
|
|
|
2022
|
34,863
|
|
|
2023
|
3,116
|
|
|
Thereafter
|
2,756
|
|
|
|
$
|
48,757
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||
|
2019
|
|
2019
|
||||
|
|
|
|
||||
Operating lease cost
|
$
|
756
|
|
|
$
|
1,510
|
|
Variable and short-term lease cost
|
313
|
|
|
661
|
|
||
Total lease cost
|
$
|
1,069
|
|
|
$
|
2,171
|
|
|
Six Months Ended
June 30, |
||
|
2019
|
||
Supplemental cash flow information
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
1,814
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
||
Operating leases
|
$
|
136
|
|
Weighted average remaining lease term
|
|
||
Operating leases
|
7.7
|
|
|
Weighted average discount rate
|
|
||
Operating leases
|
6.4
|
%
|
|
Operating Leases
|
||
2019 (excluding the six months ended June 30, 2019)
|
$
|
1,859
|
|
2020
|
3,153
|
|
|
2021
|
3,101
|
|
|
2022
|
3,094
|
|
|
2023
|
3,043
|
|
|
Thereafter
|
11,204
|
|
|
Total future minimum lease payments
|
25,454
|
|
|
Less imputed interest
|
(5,654
|
)
|
|
Total
|
$
|
19,800
|
|
Reported as of June 30, 2019:
|
Operating Leases
|
||
Accrued and other current liabilities
|
$
|
2,223
|
|
Operating lease liabilities, noncurrent
|
17,577
|
|
|
Total
|
$
|
19,800
|
|
|
Operating Leases
|
||
2019
|
$
|
3,618
|
|
2020
|
3,113
|
|
|
2021
|
3,059
|
|
|
2022
|
3,056
|
|
|
2023
|
3,049
|
|
|
Thereafter
|
11,437
|
|
|
Total future minimum lease payments
|
$
|
27,332
|
|
|
Foreign Currency Translation Adjustments
|
|
Defined Benefit Pension Plan Adjustment
|
|
Total Accumulated Other Comprehensive Income (loss)
|
||||||
Balance as of December 31, 2018
|
$
|
(6,897
|
)
|
|
$
|
(229
|
)
|
|
$
|
(7,126
|
)
|
Other comprehensive income (loss), net of taxes of zero and reclassifications
|
1,147
|
|
|
—
|
|
|
1,147
|
|
|||
Balance as of June 30, 2019
|
$
|
(5,750
|
)
|
|
$
|
(229
|
)
|
|
$
|
(5,979
|
)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Cash restricted in China as a result of ongoing litigation and unfulfilled government grants
|
$
|
11,497
|
|
|
$
|
11,018
|
|
China earnings restricted to fund statutory common reserves in China as well as allocate a discretional portion of the Chinese subsidiaries' after-tax profits to their staff welfare and bonus fund
|
9,140
|
|
|
9,005
|
|
||
Loan agreements in Japan requiring local subsidiaries to maintain minimum net asset levels
|
926
|
|
|
909
|
|
||
Total restricted net assets in the Company's consolidated subsidiaries
|
$
|
21,563
|
|
|
$
|
20,932
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Cost of goods sold
|
$
|
609
|
|
|
$
|
629
|
|
|
$
|
1,210
|
|
|
$
|
1,279
|
|
Research and development
|
787
|
|
|
829
|
|
|
1,668
|
|
|
1,602
|
|
||||
Sales and marketing
|
599
|
|
|
642
|
|
|
1,277
|
|
|
1,580
|
|
||||
General and administrative
|
1,010
|
|
|
1,039
|
|
|
2,188
|
|
|
2,025
|
|
||||
|
$
|
3,005
|
|
|
$
|
3,139
|
|
|
$
|
6,343
|
|
|
$
|
6,486
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||
Stock options
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Weighted-average expected term (years)
|
6.00
|
|
6.02
|
|
6.00
|
|
6.02
|
Weighted-average volatility
|
67%
|
|
66%
|
|
67%
|
|
65%
|
Risk-free interest rate
|
2.27%
|
|
2.62%
|
|
2.27%
|
|
2.27% - 2.62%
|
Expected dividends
|
—%
|
|
—%
|
|
—%
|
|
—%
|
Stock appreciation units
|
|
|
|
|
|
|
|
Weighted-average expected term (years)
|
1.55
|
|
2.00
|
|
1.61
|
|
2.04
|
Weighted-average volatility
|
62%
|
|
67%
|
|
63%
|
|
67%
|
Risk-free interest rate
|
2.27%-2.44%
|
|
1.73% - 2.39%
|
|
2.27%-2.63%
|
|
1.03%-2.39%
|
Expected dividends
|
—%
|
|
—%
|
|
—%
|
|
—%
|
ESPP
|
|
|
|
|
|
|
|
Weighted-average expected term (years)
|
0.69
|
|
0.71
|
|
0.69
|
|
0.71
|
Weighted-average volatility
|
60%
|
|
61%
|
|
60%
|
|
61%
|
Risk-free interest rate
|
2.36%-2.59%
|
|
1.20% - 1.93%
|
|
2.36%-2.59%
|
|
1.20%-1.93%
|
Expected dividends
|
—%
|
|
—%
|
|
—%
|
|
—%
|
|
Stock Options
|
|
Restricted Stock Units
|
||||||||||
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Number of
Units |
|
Weighted
Average Grant Date Fair Value |
||||||
Balance as of December 31, 2018
|
3,202,745
|
|
|
$
|
5.73
|
|
|
2,486,028
|
|
|
$
|
7.87
|
|
Granted
|
84,336
|
|
|
4.33
|
|
|
332,034
|
|
|
5.28
|
|
||
Exercised/Converted
|
(166,071
|
)
|
|
3.45
|
|
|
(423,229
|
)
|
|
7.12
|
|
||
Cancelled/Forfeited
|
(158,011
|
)
|
|
6.16
|
|
|
(186,353
|
)
|
|
7.73
|
|
||
Balance as of June 30, 2019
|
2,962,999
|
|
|
5.80
|
|
|
2,208,480
|
|
|
7.63
|
|
Market-based restricted stock units
|
Assumptions
Used |
Weighted-average volatility
|
66%
|
Risk-free interest rate
|
2.79%
|
Expected dividends
|
—%
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Income tax benefit (provision)
|
$
|
205
|
|
|
$
|
(1,080
|
)
|
|
$
|
35
|
|
|
$
|
(1,718
|
)
|
|
Three Months Ended
June 30, |
|
|
|
|
|
Six Months Ended
June 30, |
|
|
|
|
||||||||||||||||||
(in thousands, except percentages)
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||||||||||
Cost of goods sold
|
$
|
66,015
|
|
|
$
|
65,630
|
|
|
$
|
385
|
|
|
1
|
%
|
|
$
|
129,644
|
|
|
$
|
125,034
|
|
|
$
|
4,610
|
|
|
4
|
%
|
Gross profit
|
$
|
15,675
|
|
|
$
|
15,472
|
|
|
$
|
203
|
|
|
1
|
%
|
|
$
|
31,412
|
|
|
$
|
24,654
|
|
|
$
|
6,758
|
|
|
27
|
%
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Gross profit as a % of revenue
|
19
|
%
|
|
19
|
%
|
|
20
|
%
|
|
16
|
%
|
|
Three Months Ended
June 30, |
|
|
|
|
|
Six Months Ended
June 30, |
|
|
|
|
||||||||||||||||||
(in thousands, except percentages)
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||||||||||
Research and development
|
$
|
13,793
|
|
|
$
|
13,243
|
|
|
$
|
550
|
|
|
4
|
%
|
|
$
|
28,476
|
|
|
$
|
27,131
|
|
|
$
|
1,345
|
|
|
5
|
%
|
Sales and marketing
|
3,623
|
|
|
3,891
|
|
|
(268
|
)
|
|
(7
|
)%
|
|
8,226
|
|
|
8,015
|
|
|
211
|
|
|
3
|
%
|
||||||
General and administrative
|
7,174
|
|
|
7,267
|
|
|
(93
|
)
|
|
(1
|
)%
|
|
14,927
|
|
|
14,917
|
|
|
10
|
|
|
—
|
%
|
||||||
Amortization of purchased intangible assets
|
—
|
|
|
120
|
|
|
(120
|
)
|
|
(100
|
)%
|
|
119
|
|
|
239
|
|
|
(120
|
)
|
|
(50
|
)%
|
||||||
Asset sale related costs
|
47
|
|
|
79
|
|
|
(32
|
)
|
|
(41
|
)%
|
|
376
|
|
|
93
|
|
|
283
|
|
|
304
|
%
|
||||||
Restructuring charges
|
79
|
|
|
622
|
|
|
(543
|
)
|
|
(87
|
)%
|
|
258
|
|
|
653
|
|
|
(395
|
)
|
|
(60
|
)%
|
||||||
Gain on asset sale
|
(817
|
)
|
|
—
|
|
|
(817
|
)
|
|
—
|
%
|
|
(817
|
)
|
|
—
|
|
|
(817
|
)
|
|
—
|
%
|
||||||
Total operating expenses
|
$
|
23,899
|
|
|
$
|
25,222
|
|
|
$
|
(1,323
|
)
|
|
(5
|
)%
|
|
$
|
51,565
|
|
|
$
|
51,048
|
|
|
$
|
517
|
|
|
1
|
%
|
|
Three Months Ended
June 30, |
|
|
|
|
|
Six Months Ended
June 30, |
|
|
|
|
||||||||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||||||||||
Interest income
|
$
|
99
|
|
|
$
|
122
|
|
|
$
|
(23
|
)
|
|
(19
|
)%
|
|
$
|
198
|
|
|
$
|
215
|
|
|
$
|
(17
|
)
|
|
(8
|
)%
|
Interest expense
|
(496
|
)
|
|
(759
|
)
|
|
263
|
|
|
(35
|
)%
|
|
(989
|
)
|
|
(1,467
|
)
|
|
478
|
|
|
(33
|
)%
|
||||||
Other income (expense), net
|
1,090
|
|
|
930
|
|
|
160
|
|
|
17
|
%
|
|
(508
|
)
|
|
581
|
|
|
(1,089
|
)
|
|
(187
|
)%
|
||||||
Total
|
$
|
693
|
|
|
$
|
293
|
|
|
$
|
400
|
|
|
137
|
%
|
|
$
|
(1,299
|
)
|
|
$
|
(671
|
)
|
|
$
|
(628
|
)
|
|
94
|
%
|
|
Three Months Ended
June 30, |
|
|
|
|
|
Six Months Ended
June 30, |
|
|
|
|
||||||||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||||||||||
Income tax benefit (provision)
|
$
|
205
|
|
|
$
|
(1,080
|
)
|
|
$
|
1,285
|
|
|
(119
|
)%
|
|
$
|
35
|
|
|
$
|
(1,718
|
)
|
|
$
|
1,753
|
|
|
(102
|
)%
|
|
Six Months Ended
June 30, |
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Net cash provided by (used in) operating activities
|
$
|
9,433
|
|
|
$
|
(4,534
|
)
|
Net cash used in investing activities
|
(2,142
|
)
|
|
(9,725
|
)
|
||
Net cash used in financing activities
|
(9,955
|
)
|
|
(11,907
|
)
|
||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
66
|
|
|
(176
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
$
|
(2,598
|
)
|
|
$
|
(26,342
|
)
|
•
|
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.
|
•
|
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;
|
•
|
the need for compliance with local laws and regulations;
|
•
|
foreign and U.S. taxation issues and international trade barriers;
|
•
|
general economic and political conditions in the markets in which we operate;
|
•
|
difficulties in obtaining any necessary governmental authorizations for the export of our products to certain foreign jurisdictions;
|
•
|
imposition of export restrictions on sales to any of our major foreign customers;
|
•
|
fluctuations in foreign economies and fluctuations in the value of foreign currencies and interest rates;
|
•
|
trade and travel restrictions;
|
•
|
outbreaks of contagious disease;
|
•
|
domestic and international economic or political changes, hostilities and other disruptions; and
|
•
|
difficulties and increased expenses in complying with a variety of U.S. and foreign laws, regulations and trade standards, including the Foreign Corrupt Practices Act and international labor standards.
|
•
|
Negative developments in any of these areas in China, Japan, or other countries could result in a reduction in demand for our products, the cancellation or delay of orders already placed, difficulties in producing and delivering our products, threats to our intellectual property, difficulty in collecting receivables, higher labor costs and a higher cost of doing business.
|
•
|
fluctuations in demand for our products;
|
•
|
the timing, size and product mix of sales of our products;
|
•
|
changes in our pricing and sales policies, particularly in the first quarter of the year, or changes in the pricing and sales policies of our competitors;
|
•
|
our ability to design, manufacture and deliver products to our customers in a timely and cost-effective manner and that meet customer requirements;
|
•
|
quality control, yield or other output-related 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.
|
•
|
providing for a classified board of directors with staggered, three-year terms;
|
•
|
not providing for cumulative voting in the election of directors;
|
•
|
authorizing our board of directors to issue, without stockholder approval, preferred stock rights senior to those of common stock;
|
•
|
prohibiting stockholder action by written consent;
|
•
|
limiting the persons who may call special meetings of stockholders; and
|
•
|
requiring advance notification of stockholder nominations and proposals.
|
Exhibit
no.
|
|
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
|
Filed herewith
|
|
|
Form 8-K
|
|
001-35061
|
|
3.1
|
|
February 10, 2011
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Form S-1/A
|
|
333-166096
|
|
3.5
|
|
November 22, 2010
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
NeoPhotonics Corporation
|
||
|
|
||
Date:
|
August 6, 2019
|
By:
|
/S/ ELIZABETH EBY
|
|
|
Elizabeth Eby
|
|
|
|
Senior Vice President, Finance and Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
/S/ TIMOTHY S. JENKS
|
Timothy S. Jenks
|
President, Chief Executive Officer and
|
Chairman of the Board of Directors
|
(Principal Executive Officer)
|
/S/ ELIZABETH EBY
|
Elizabeth Eby
|
Senior Vice President, Finance and Chief Financial Officer
|
(Principal Financial and Accounting Officer)
|
/S/ TIMOTHY S. JENKS
|
|
/S/ ELIZABETH EBY
|
Timothy S. Jenks
|
|
Elizabeth Eby
|
President, Chief Executive Officer and Chairman of the Board of Directors
|
|
Senior Vice President, Finance and
Chief Financial Officer
|
(Principal Executive Officer)
|
|
(Principal Financial and Accounting Officer)
|
|