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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-37771
Acacia Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware 27-0291921
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
Three Mill and Main Place, Suite 400
Maynard, Massachusetts 01754
(Address of principal executive offices)

(978) 938-4896
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareACIAThe Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes      No  
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes      No  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
   Accelerated filer
      
Non-accelerated filer 
  
  Smaller reporting company
      
    Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.            
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.             
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes     No  
The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $2,597.8 million. Solely for purposes of this disclosure, shares of common stock held by executive officers and directors of the registrant, and their affiliates, as of such date have been excluded because such persons may be deemed to be affiliates. This determination of executive officers and directors as affiliates is not necessarily a conclusive determination for any other purposes.
As of February 19, 2021, there were 42,631,607 shares of the Registrant’s common stock, $0.0001 par value, outstanding.

REDUCED DISCLOSURE FORMAT

Acacia Communications, Inc. meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this Form with the reduced disclosure format permitted by General Instruction I.

DOCUMENTS INCORPORATED BY REFERENCE

None.




TABLE OF CONTENTS
 
 
Item No. Page No.
  
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
   
  
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
   
  
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
   
  
Item 15.
Item 16.





EXPLANATORY NOTE
On July 8, 2019, Acacia Communications, Inc. entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with Cisco Systems, Inc., a California corporation (subsequently reincorporated as a Delaware corporation) (“Parent”) and Amarone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). On January 14, 2021, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “Amended and Restated Merger Agreement”), with Parent and Merger Sub, which amended and restated the Original Merger Agreement in its entirety. On March 1, 2021, following the satisfaction of the conditions in the Amended and Restated Merger Agreement, Merger Sub was merged with and into the Company (the “Merger”), with the Company surviving the Merger, pursuant to the Amended and Restated Merger Agreement. As a result of the Merger, the Company became a wholly owned subsidiary of Parent, the Company’s common stock will no longer be listed on The Nasdaq Global Select Market, and the registration of shares of the Company’s common stock under the Exchange Act will be terminated. Unless otherwise noted, all references in this Annual Report on Form 10-K (this “Form 10-K”) to Acacia Communications, Inc., a Delaware corporation, “we,” “us,” “our,” the “Company” or “Acacia,” refer to the Company and its business prior to the Merger. This Form 10-K does not reflect any changes in the Company’s business plan that may occur over time as a result of the Merger and the Company becoming part of Parent group of companies.



PART I
Cautionary Note Regarding Forward-Looking Statements and Industry Data
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this Annual Report on Form 10-K, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important 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.
In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “will” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Annual Report on Form 10-K are only predictions. Our actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations.
These forward-looking statements speak only as of the date of this Annual Report on Form 10-K and are subject to a number of risks, uncertainties and assumptions described in the sections titled “Risk Factor Summary” below and the risk factors detailed further in “Risk Factors” under Part I, Item 1A below and elsewhere in this Annual Report on Form 10-K and in our other Securities and Exchange Commission reports. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as indicative of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include:
uncertainty regarding the extent to which the COVID-19 pandemic and related response measures will adversely affect our business, results of operations and financial condition, or the business and financial condition of our customers and suppliers;
our ability to sustain or increase revenue from our larger customers, generate revenues from new customers, or offset the discontinuation of concentrated purchases by our larger customers with purchases by new or existing customers;
our ability to anticipate the timing and scale of demand for our products, including from our largest customers;
the adverse impact of negative economic conditions created or exacerbated by the ongoing COVID-19 pandemic;
our expectations regarding our expenses and revenue, our ability to maintain and expand gross profit, the sufficiency of our cash resources and needs for additional financing;
our ability to produce products and components used in our products free of problems, defects, errors and vulnerabilities;
our anticipated growth strategies;
our expectations regarding competition;
the anticipated trends and challenges in our business and the markets in which we operate;
our expectations regarding, and the capacity and stability of, our supply chain and manufacturing;
the size and growth of the potential markets for our products and the ability to serve those markets;
the scope, progress, expansion, and costs of developing and commercializing our products;
the timing, rate and degree of introducing any of our products into the market and the market acceptance of any of our products;
our ability to establish and maintain development partnerships;
our ability to attract or retain key personnel;
1


our expectations regarding federal, state and foreign regulatory requirements, including export controls, tax law changes and interpretations, economic sanctions and anti-corruption regulations;
regulatory or legislative developments in the United States and foreign countries, including trade policy and tariffs and export control laws or regulations that could impede our ability to sell our products to our customer ZTE Kangxun Telecom Co. Ltd. or any of its affiliates, or that could impede our ability to sell our products to other customers in certain foreign jurisdictions, particularly in China, or that could impede sales by such customers in the United States; and
our ability to obtain and maintain intellectual property protection for our products.
Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.
This report also includes statistical and other industry and market data that we obtained from industry publications and research, surveys, and studies conducted by third parties as well as our own estimates. All of the market data used in this Annual Report on Form 10-K involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such data. Industry publications and third-party research, surveys, and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Our estimates of the potential market opportunities for our products include several key assumptions based on our industry knowledge, industry publications, third-party research, and other surveys, which may be based on a small sample size and may fail to accurately reflect market opportunities. While we believe that our internal assumptions are reasonable, no independent source has verified such assumptions.
Risk Factor Summary
Investment in our securities involves risk. You should carefully consider the following summary of what we believe to be the principle risks facing our business, in addition to the risks described more fully in “Risk Factors” under Part I, Item 1A in this Annual Report on Form 10-K and other information included in this Annual Report on Form 10-K. The risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we presently deem less significant may also impair our business operations.
If any of the following risks occurs, our business, financial condition, and results of operations and future growth prospects could be materially and adversely affected, and the actual outcomes of matters as to which forward-looking statements are made in this Annual Report on Form 10-K could be materially different from those anticipated in such forward-looking statements.
Risks Related to Our Business and Industry
The extent to which COVID-19 has adversely affected, and may continue to adversely affect, our business, results of operations and financial condition, or the business and financial condition of our customers and suppliers, is uncertain.
We depend on a limited number of customers for a significant percentage of our revenue and the loss or temporary loss of a major customer for any reason could harm our financial condition.
The future success of our business is substantially dependent on our successful development and release of new products.
The failure to increase sales of our products to our customers and expand our customer base as anticipated could adversely affect our future revenue and business.
Product quality problems, defects, errors or vulnerabilities in our products could harm our reputation and adversely affect our business, financial condition, results of operations and prospects.
Quality control problems in manufacturing could result in delays in product shipments to customers or in quality problems with our products which could adversely affect our business.
If we fail to accurately predict market requirements or market demand for our products, our business, competitive position and operating results will suffer.
We generate a significant portion of our revenue from international sales and rely on foreign manufacturers to make our products, and therefore are subject to additional risks associated with our international operations.
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Changes in U.S. trade policies could disrupt global supply, manufacturing and customer relationships, which may materially increase costs of components contained in our products, increase our manufacturing costs and make our products more expensive or unavailable in foreign markets.
We are subject to government regulation, including import, export, economic sanctions, privacy, and anti-corruption laws and regulations that may limit our sales opportunities, expose us to liability and increase our costs.
The markets in which we operate are highly competitive.
Our sales cycles can be long and unpredictable, and our sales efforts require considerable effort and expense. As a result, our sales and revenue are difficult to predict and may vary substantially from period to period, which may cause our results of operations to fluctuate significantly.
If we fail to attract, retain and motivate key personnel, or if any of our key personnel become ill, are required to self-quarantine or otherwise become unwilling or unable to perform their duties as a result of the COVID-19 pandemic, our business could suffer.
Customer requirements for new products, as well as specifications established by industry groups and standards bodies, are increasingly challenging, which could lead to significant executional risk in designing such products or make our products obsolete. We may incur significant expenses long before we can recognize revenue from new products, if at all, due to the costs and length of research, development and manufacturing process cycles.
We depend on third parties for a significant portion of the fabrication, assembly and testing of our products.
Our results of operations may suffer if we do not effectively manage our inventory, and we may continue to incur inventory-related charges.
Most of our long-term customer contracts do not commit customers to specified purchase commitments, and our customers may decrease, cancel or delay their purchases at any time with little or no advance notice to us.
Breaches, failures or interruptions of our cybersecurity systems could degrade our ability to conduct our business operations and deliver products to our customers, compromise the integrity of the software embedded in our products, result in significant data losses and the theft of our intellectual property, damage our reputation, expose us to liability to third parties and require us to incur significant additional costs to maintain the security of our networks and data.
If we do not achieve the anticipated financial, operational and effective tax rate efficiencies expected from our corporate tax structure, our financial condition and results of operations could be adversely affected.
Our quarterly operating results or other operating metrics have fluctuated significantly, and they are likely to continue to do so.
Risks Related to Our Intellectual Property
Our products may infringe the intellectual property rights of others, which could result in expensive litigation or require us to obtain a license to use the technology from third parties, or we may be prohibited from selling certain products in the future.
Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services and brand.

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Item 1.Business
Overview
Our mission is to deliver high-speed coherent optical interconnect products that transform communications networks, relied upon by cloud infrastructure operators and content and communication service providers, through improvements in performance and capacity and reductions in associated costs. By implementing optical interconnect technology in a silicon-based platform, a process we refer to as the siliconization of optical interconnect, we believe we are leading a disruption that is analogous to the computing industry’s integration of multiple functions into a microprocessor. Our products fall into three product groups: embedded modules, pluggable modules and semiconductors. Our embedded module and pluggable module product groups consist of optical interconnect modules with transmission speeds ranging from 100 to 1,200 gigabits per second, or Gbps, for use in long-haul, metro and inter-data center markets. Our semiconductor product group consists of our low-power coherent digital signal processor application-specific integrated circuits, or DSP ASICs, and our silicon photonic integrated circuits, or silicon PICs, which are either integrated into our embedded and pluggable modules or sold to customers on a standalone basis for integration into internally developed or other merchant modules. Our modules perform a majority of the digital signal processing and optical functions in optical interconnects and offer low power consumption, high density and high speeds at attractive price points. Through the use of standard interfaces, our modules can be easily integrated with customers’ network equipment. The advanced software in our modules enables increased configurability and automation, provides insight into network and connection point characteristics and helps identify network performance problems, all of which increase flexibility and reduce operating costs.
Our modules are rooted in our low-power coherent DSP ASICs and/or silicon PICs, which we have specifically developed for our target markets. Our coherent DSP ASICs and silicon PICs are manufactured using complementary metal oxide semiconductor, or CMOS. CMOS is a widely-used and cost-effective semiconductor process technology. Using CMOS to siliconize optical interconnect technology enables us to integrate increasing functionality into our products, benefit from higher yields and reliability associated with CMOS, capitalize on regular improvements in CMOS performance and density, and reduce costs. Our use of CMOS also enables us to use outsourced foundry services rather than requiring custom fabrication to manufacture our products. In addition, our use of CMOS and CMOS-compatible processes enables us to take advantage of the technology, manufacturing and integration improvements driven by other computer and communications markets that rely on CMOS.
Our engineering and management teams have extensive experience in optical systems and networking, digital signal processing, large-scale ASIC design and verification, silicon photonic design and integration, system software development, hardware design and high-speed electronics design. This broad expertise in a range of advanced technologies, methodologies and processes enhances our innovation, design and development capabilities, and has enabled us, and we believe will continue to enable us, to develop and introduce state-of-the-art optical interconnect modules, coherent DSP ASICs and silicon PICs. In the course of our product development cycles, we engage with our customers as they design their current and next-generation network equipment in order to gauge current and future market needs.
We sell our products through a direct sales force to leading network equipment manufacturers, network operators and cloud service providers. Our revenues for the years ended December 31, 2020, 2019 and 2018 were $583.5 million, $464.7 million and $339.9 million, respectively. Our net income for the years ended December 31, 2020, 2019 and 2018 was $90.4 million, $32.8 million and $4.9 million, respectively. As of December 31, 2020, 2019 and 2018, our total assets were $861.8 million, $721.4 million and $601.9 million, respectively.
Merger with Cisco Systems
On July 8, 2019, we, Parent and Merger Sub, entered into the Original Merger Agreement, providing for the Merger, with Acacia surviving the Merger as a wholly owned subsidiary of Parent. The Original Merger Agreement was adopted by our stockholders at a special meeting held on September 6, 2019.
On January 14, 2021, we, Parent and Merger Sub entered into the Amended and Restated Merger Agreement. The Amended and Restated Merger Agreement amended and restated the Original Merger Agreement in its entirety on the terms and subject to the conditions set forth therein.
The Amended and Restated Merger Agreement provided, subject to its terms and conditions, for our acquisition by Parent at a price of $115.00 per share of our common stock, $0.0001 par value per share, each a Share, in cash, without interest and subject to deduction for any required withholding tax, or the Merger Consideration, through the merger of Merger Sub with and into us, with us surviving the Merger as a wholly owned subsidiary of Parent. Our Board of Directors, or Board, unanimously approved the Merger and the Amended and Restated Merger Agreement and recommended that stockholders
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adopt the Amended and Restated Merger Agreement, and our stockholders adopted the Amended and Restated Merger Agreement at a special meeting held on March 1, 2021. The merger was completed on March 1, 2021 following such special meeting.
Pursuant to the Amended and Restated Merger Agreement, at the effective time of the Merger on March 1, 2021, or the Effective Time:
each Share that was issued and outstanding immediately prior to the Effective Time (other than certain excluded Shares, such as Shares held in our treasury, owned by any of our direct or indirect wholly owned subsidiaries or owned by Parent or any subsidiary of Parent immediately prior to the Effective Time (all of which were canceled) and Shares held by holders who properly exercise their appraisal rights under Delaware law) were automatically converted at the Effective Time into the right to receive the Merger Consideration, without interest and subject to deduction for any required withholding tax;
each stock option that was outstanding, vested and unexercised immediately prior to the Effective Time was cancelled at the Effective Time and converted into the right to receive an amount in cash, without interest, equal to the excess, if any, of the Merger Consideration over the exercise price per share of such stock option, subject to deduction for any required withholding tax; provided that, in the event that the exercise price of any such vested stock option was equal to or greater than the Merger Consideration, such stock option was canceled at the Effective Time, without any consideration being payable in respect thereof and has no further force or effect;
each stock option that was outstanding and unvested immediately prior to the Effective Time was cancelled at the Effective Time and converted into the right to receive an amount in cash, without interest, equal to the excess, if any, of the Merger Consideration over the exercise price per share of such stock option, subject to deduction for any required withholding tax, payable to the extent, and at the applicable times, such unvested stock option would have become vested under the vesting schedule in place for such stock option immediately prior to the Effective Time, including under the terms of the Company’s Amended and Restated Severance and Change in Control Benefits Plan, or the Severance Plan, and any scheduled retention agreement after giving effect to any applicable employment offer documents entered into with Parent; provided that, in the event that the exercise price of any such unvested stock option was equal to or greater than the Merger Consideration, such stock option was canceled at the Effective Time, without any consideration being payable in respect thereof and has no further force or effect;
each restricted stock unit, or RSU, and performance-based restricted stock unit, or PRSU, that was outstanding and vested and had not been settled immediately prior to the Effective Time (which included the PRSUs with a total stockholder return, or TSR, performance metric that vested based on actual results as of the closing of the Merger and certain RSUs that vested as of the closing of the Merger) were cancelled at the Effective Time and converted into the right to receive an amount in cash, without interest, equal to the Merger Consideration, subject to deduction for any required withholding tax; and
each RSU and PSU that was outstanding and unvested immediately prior to the Effective Time was cancelled at the Effective Time and converted into the right to receive an amount in cash, without interest, equal to the Merger Consideration, subject to deduction for any required withholding tax, payable to the extent, and at the applicable times, such unvested RSU or PRSU would have become vested under the vesting schedule in place for such RSU or PRSU immediately prior to the Effective Time, including under the terms of the Severance Plan and any scheduled retention agreement after giving effect to any applicable employment offer documents entered into with Parent.
As of the Effective Time, we became a wholly owned subsidiary of Parent and are no longer a publicly held corporation, our common stock will be delisted from The Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and we will no longer be required to file periodic reports with the SEC.
The description of the Amended and Restated Merger Agreement is a summary only and is qualified in its entirety by the full text of the Amended and Restated Merger Agreement, which is included as Exhibit 2.1 to this Annual Report on Form 10-K.
During the years ended December 31, 2020 and 2019, we recorded acquisition-related costs of $2.4 million and $7.6 million, respectively, in sales, general and administrative expenses within our consolidated income statements.
Industry Background
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Growing Demand for Bandwidth and Network Capacity
Global Internet Protocol, or IP, traffic is projected to more than triple from 4.1 exabytes per day in 2017 to 13.2 exabytes per day in 2022, representing a projected 26% compound annual growth rate, or CAGR, according to Cisco’s Visual Networking Index: Forecast and Trends, 2017-2022, dated February 2019, or the VNI Report. This projected rapid growth in IP traffic is the result of several factors, including:
Increased data and video consumption.    Over the last decade, the proliferation of new technologies, applications, Web 2.0-based services and Internet-connected devices has led to increasing levels of Internet traffic and congestion and the need for greater bandwidth. Video traffic, in particular, is growing rapidly, and placing significant strains on network capacity. The Sandvine Global Internet Phenomena Report, published in May 2020, estimates that video traffic represents 60% of all downstream traffic on the internet.
Growth in mobile and 5G communications.    The increasing demand for data- and video-intensive content and applications on mobile devices is driving significant growth in mobile data and video traffic and has led to the proliferation of advanced wireless communication technologies, such as 5G, which depend on wired networks to function. Next generation 5G network build-outs anticipated over the next few years will drive the need for higher capacity optical interfaces in backhaul and metro networks. According to the Ericsson Mobility Report, published in November 2020, global mobile data traffic is expected to increase by a factor of approximately 4.5, reaching 226 exabytes per month by 2026.
Proliferation of cloud services.    Enterprises are increasingly adopting cloud services to reduce IT costs and enable more flexible operating models. Consumers are increasingly relying on cloud services to satisfy video, audio and photo storage and sharing needs. Together, these factors are driving increased Internet traffic as cloud services are accessed and used. According to a Statista report, published in November 2020, the public cloud services market revenue is forecasted to exceed $362.3 billion by 2022.
Changing traffic patterns.    Increased work from home policies, accelerated in 2020 by the novel coronavirus SARS-CoV-2, referred to as the COVID-19 pandemic, or COVID-19, are putting increased emphasis on residential broadband. The Cisco Annual Internet Report, published in February 2020, forecasts that average broadband speeds will rise from 46 Mbps in 2018 to 110 Mbps in 2023.
Adoption of the “Internet of Things.”    Significant consumer, enterprise and governmental adoption of the “Internet of Things,” which refers to the global network of Internet-connected devices embedded with electronics, software and sensors, is anticipated to strain network capacity further and increase demand for bandwidth. The Cisco Annual Internet Report projects that there will be 29.3 billion networked devices by 2023, up from 18.4 billion such devices in 2018.
Importance of Optical Interconnect Technologies
Optical equipment that interfaces directly with fiber relies on optical interconnect technologies that take digital signals from network equipment, perform signal processing to convert the digital signals to optical signals for transmission over the fiber network, and then perform the reverse functions on the receive side. These technologies also incorporate advanced signal processing that can monitor, manage and reduce errors and signal impairment in the fiber connection between the transmit and receive sides. Advanced optical interconnect technologies can enhance network performance by improving the capabilities and increasing the capacities of optical equipment and routers and switches, while also reducing operating costs.
The key characteristics of advanced optical interconnect technologies that dictate performance and capacity include:
Speed.    Speed refers to the rate at which information can be transmitted over an optical channel and is measured in Gbps.
Density.    Density refers to the physical footprint of the optical interconnect technology. Density is primarily a function of the size and power consumption of the technology.
Robustness.    Robustness refers to the ability of an optical interconnect technology to compensate for the signal impairment that accumulates through the fiber network and prevent and correct errors introduced by the network.
Power Consumption.    Power consumption refers to the amount of electricity an optical interconnect technology consumes. Lower power consumption permits improved density and product reliability, and results in lower operating expense for electricity and cooling.
Automation.    Automation refers to the ability of an optical interconnect technology to handle network tasks that historically were required to be performed manually, such as activation and channel provisioning.
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Manageability.    Manageability refers to the ability of an optical interconnect technology to monitor network performance and detect and address network issues easily and efficiently, which helps increase reliability and reduce ongoing maintenance and operational needs.
As they build their network service offerings, cloud and service providers and network equipment manufacturers weigh these characteristics differently based on the particular demands and challenges they face. For example, cloud or service providers operating long-haul networks that transmit large amounts of data between Boston and San Francisco have relatively few connection points in their networks and may be more sensitive to speed and manageability of the optical interconnect technology and less focused on power consumption. In contrast, metro network operators or cloud or service providers operating inter-city or intra-city networks may face space and power constraints, as well as constantly changing workload needs, and be most focused on density, power consumption and automation.
Improvements in these characteristics can lead to reductions in development costs for network equipment manufacturers, who might otherwise need to develop their own optical interconnect technologies. In addition, improvements in these characteristics can lead to reductions in acquisition and development costs for network equipment manufacturers who incorporate third-party optical interconnect technologies into their equipment, which in turn can reduce capital costs for cloud and service providers. Further, improvements in power consumption, automation and manageability can result in reduced operating costs for cloud and service providers.
Coherent Interconnect Technologies
Traditional techniques for transmitting information via light signals over a fiber optic network used simple “on/off” manipulation, or modulation, of the light signal. These traditional techniques are adequate for transmission speeds up to 10 Gbps, as separate optical equipment can be used to monitor the fiber connection and to compensate for the degradation of the light signals when they travel through the fiber. At transmission speeds in excess of 10 Gbps, however, it becomes increasingly difficult to compensate for the degradation of light signals using traditional techniques. In addition, these traditional techniques require cumbersome and expensive equipment and do not meet network operators’ demands for high-quality signals. In the mid-2000s, advanced modulation techniques enabled by coherent communications techniques and digital signal processing were introduced to increase transmission speeds above 10 Gbps. However, these advanced modulation techniques required significant changes in the underlying optical interconnect technologies and architecture.
Coherent communications is a more complex method of transmitting and receiving information via optical signals. Coherent technologies enable greater utilization of complex formats that manipulate both a signal’s amplitude and its phase to yield a higher data transmission rate with better resilience to signal degradation. Coherent communications enables powerful digital signal processing to counter digitally the effects of signal degradation that were previously managed through an array of discrete components and costly techniques, such as optical dispersion compensation. By taking advantage of coherent communications technologies, some cloud and service providers are able to operate networks at transmission speeds of up to 1,200 Gbps and above. These providers require advanced coherent interconnect solutions.
Digital signal processing in coherent interconnect technologies takes place in an application-specific integrated circuit known as a coherent DSP ASIC. Building a coherent DSP ASIC is a multi-disciplinary undertaking requiring advanced knowledge of several complex technologies, such as optical systems, transmission, communications theory, digital signal processing algorithms and mixed signal design, and the development and verification of complex communications ASICs. To complete an interconnect solution, the coherent DSP ASIC must be used in conjunction with a number of photonic functions, such as modulation and transmission/reception. These functions have traditionally been performed by several discrete, bulky, expensive components that must be purchased by a network equipment manufacturer and designed into custom interface circuit boards before deployment. The development of a photonic integrated circuit, or PIC, enables dramatic improvements in size and cost by tightly integrating multiple photonic functions into a small integrated circuit.
Our Solution—The Siliconization of Optical Interconnect Technology
We have developed several families of high-speed coherent interconnect modules that reduce the complexity, size, power consumption and cost of optical interconnect technology, while simultaneously improving network performance, speed and accelerating the pace of innovation in the optical networking industry. We build these advanced optical interconnect products using silicon, by implementing optical interconnect technology in a silicon-based platform, a process we refer to as the siliconization of optical interconnect. The siliconization of optical interconnect allows us to integrate previously disparate optical functions into a single solution, leading to significant improvements in density and cost and allowing us to benefit from ongoing advances in CMOS. Our optical interconnect solution includes sophisticated modules that perform a majority of the digital signal processing and optical functions required to process network traffic at transmission speeds of 100 Gbps and above
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in long-haul, metro and inter-data center networks. Our modules meet the needs of cloud and service providers for optical interconnect products in a simple, open, high-performance form factor that can be easily integrated in a cost-effective manner with existing network equipment.
Our optical interconnect products are powered by our internally developed and purpose-built coherent DSP ASICs and/or silicon PICs. Our coherent DSP ASICs and silicon PICs are engineered to work together, and each integrates numerous signal processing and optical functions that together deliver a complete, cost-effective high-speed coherent optical interconnect solution in a small footprint that requires low power and provides significant automation and management capabilities. We believe that our highly integrated optical interconnect modules, which are based on our coherent DSP ASIC and silicon PIC, were, at the time of market introduction, the industry’s first interconnect modules to deliver transmission speeds of 100 Gbps and higher. Prior to the introduction of our highly integrated optical interconnect modules, we believe that these transmission speeds were not possible in modules in an industry standard form factor without sacrificing signal quality or other performance characteristics. For example, our CFP- and CFP2-DCO modules, which are based on the industry-standard CFP and CFP2 form factors, enable cloud and service providers to easily upgrade their existing metro and inter-data center networks to 100 Gbps and 200 Gbps using their existing, deployed equipment chassis or newly designed network equipment with CFP slot capabilities. In 2020, we introduced a family of 400G pluggable products that were designed to further extend the adoption of pluggable coherent interfaces in industry standard form factors by supporting the same high-density form factors that are used for client optics inside data centers at a transmission capacity of 400 Gbps. Furthermore, by providing an integrated solution that incorporates digital signal processing and optical functionality required to process and transmit data through a high-speed optical channel, our optical interconnect products reduce the resource requirements of the network equipment manufacturers necessary to build and service equipment with high-speed optical interconnect functionality.
We believe we were the first independent vendor to introduce at commercial scale both a coherent DSP ASIC and a silicon PIC integrated into an optical interconnect module. By designing our silicon PIC in CMOS, which is widely used in the semiconductor industry and generally does not require special packaging, we are able to reduce cost, increase reliability and take advantage of the ongoing improvement of CMOS technology, as well as contract with foundries for the manufacture of many of our products. Our silicon PIC incorporates several key optics functions, including modulation and transmission/reception functions, and supports transmission distances for long-haul, metro and inter-data center applications. We believe that our silicon PIC was the first commercially available PIC to include all of these functions over a broad range of transmission distances. By building both our coherent DSP ASIC and our silicon PIC in CMOS, we can improve the performance and efficiency of the optical interconnect technology and benefit from engineering synergies.
The advantages of our solution include:
Industry-leading speed, density and power consumption.    We believe that our coherent DSP ASICs, silicon PICs and 100 to 1,200 Gbps optical interconnect modules consume less power and have higher density than comparable optical interconnect products. Our modules perform functions that have traditionally been provided by several discrete pieces of network equipment.
Breadth of integration.    By integrating many photonic functions into our silicon PIC and further integrating our silicon PIC in our modules, we enable simplified network equipment designs and reduce the amount of development and optical engineering our customers would otherwise do internally, thereby freeing up their engineering resources to focus on other networking functions.
Software intelligence.    Our products incorporate software intelligence that automates tasks, such as channel provisioning, and increases manageability through a high level of software features, including increased monitoring and optimization.
Cost-efficiency.    We are able to offer our products at attractive price points as a result of the scale and process benefits of our CMOS platforms. In addition, the performance capabilities of our products permit greater flexibility and can reduce both design cost for the network equipment manufacturer and network design and ongoing operational cost for the cloud or service provider.
Ease of deployment.    By leveraging industry-standard interfaces, our modules enable cloud and service providers to immediately increase the speed and capacity of their networks by replacing their legacy 10 or 40 Gbps components with our 100 to 1,200 Gbps modules in their existing equipment. Our modules can also easily be deployed in next generation network equipment.
Our Competitive Strengths
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Our goal is to maintain and extend our competitive advantages through rapid innovation delivering industry-leading high-speed interconnect products to our customers by focusing on the following key areas:
Leading provider of high-speed integrated optical interconnect modules.    We believe we were the first independent vendor to introduce at commercial scale both a coherent DSP ASIC and a silicon PIC integrated into an optical interconnect module capable of transmission speeds of 100 Gbps and above. Our modules solve many of the shortcomings of existing interconnect solutions and meet the majority of a cloud or service provider’s interconnect needs in a standard and compact form factor that can be easily integrated with other network equipment. Our coherent DSP ASICs and silicon PICs enable us to offer advanced optical interconnect products with desirable features such as high density, low power and high performance.
Track record of rapid innovation driven by advanced design methodologies.    We maximize the pace of innovation through a number of measures, including the creation of an expanding tool box of digital signal processing algorithms, ASIC implementations, CMOS-compatible optics subsystems and related intellectual property, which enable us to develop complex products at a competitive pace by reusing and expanding existing solutions. Our development, verification and test infrastructure and methodologies involve extensive automation, which increase the speed and quality of our development. Our ability to innovate at a rapid pace enables us to offer products purpose-built for different applications and based on the newest CMOS technology. We believe these design, innovation and development capabilities have enabled us, and we believe will continue to enable us, to develop and introduce state-of-the-art optical interconnect modules, coherent DSP ASICs and silicon PICs for use in applications across multiple markets, including long-haul, metro and inter-data center.
Leveraging the strength of CMOS for photonics.    The density and cost of high-speed optical interconnect products have traditionally been determined by the photonic components. Implementing the photonic components in CMOS, and using CMOS as the platform for the integration of multiple discrete photonics functions, enables us to significantly reduce the density and cost of our optical interconnect products compared to traditional approaches, which typically rely on complex materials such as lithium niobate, which does not permit the same level of integration, and does not benefit from the ongoing advances in CMOS technology driven by the entire electronics industry.
Proprietary software framework enables simplified configuration and deployment.    We have made substantial investments in the software components of our products, which we believe is key to increasing the performance and reducing the capital expenditures and operating expenses associated with high-speed networks. Our software framework also facilitates the integration of the many complex digital signal processing, ASIC, hardware and optical functions required in high-speed interconnect technologies and enables our customers to integrate our products easily into their existing networks. Through the use of software, we are able to configure the same product to be deployed in various network types with different needs and requirements, without the need to modify or reconfigure the network’s architecture, providing us with significant development and manufacturing efficiencies.
Customer collaboration provides deep understanding of market needs.    We collaborate closely with network equipment manufacturers, as well as directly with many cloud and service providers, and solicit their input as they design their network equipment and as we design our next-generation products. This provides us with deep insights into the current and future needs of our customers and the market, which in turn enables us to develop and deliver products that meet customer demands and anticipate market developments.
Strong management and engineering teams with significant industry expertise.    We have deliberately built our management and engineering teams, of which our founders remain a key part, to include personnel with extensive experience in optical systems and networking, digital signal processing, large-scale ASIC design and verification, silicon photonic integration, system software development, hardware design and high-speed electronics design. As of December 31, 2020, approximately 81% of our employees were engineers or have other technical backgrounds, and approximately 52% of our employees held a Ph.D. or other advanced degree. Each element of our solution is developed by experts in the relevant field. Our collaborative development culture encourages employees with diverse experiences and expertise to work together to create innovative solutions.
Our Strategy
Our goal is to become the leading provider of high-speed interconnect technology that underpins the world’s data and communication networks. To grow our business and achieve our mission, we are pursuing the following strategies:
Continue to innovate and extend our technology leadership.    Our coherent DSP ASICs and silicon PICs are at the heart of our products’ abilities to deliver cost-efficient high performance. We intend to continue to invest in our technology to deliver innovative and high-performance products and to identify and solve challenging interconnect
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needs. We expect that our continued investments in research and development will enable us to expand and enhance the capabilities of our CMOS-based products in order to continue to develop higher-capacity and higher-density software-enabled products. In 2020, we expanded our pluggable module product group with a family of 400G pluggable modules. In particular, our 400ZR module is designed to enable inter-data center transmission capacity of 400 Gbps in the same compact pluggable form factors used for 400G client optics, including QSFP-DD and OSFP. In addition, in 2020 we introduced a family of pluggable modules that are designed to address the needs of service providers in access aggregation applications primarily at a transmission capacity of 100 Gbps. These new pluggable modules utilize new package level integration technology that we call 3D Siliconization, which offers benefits in performance, cost, reliability and low-power. We plan to continue to invest in silicon PIC innovation and its optimization with our coherent DSP ASICs in order to serve the growing demand for bandwidth.
Increase penetration within our existing customer base.    We focus heavily on the needs of our customers and frequently innovate in partnership with them to deliver cost-effective products that meet their specific needs. As we continue to enhance and expand our product groups, and as our existing customers seek to expand and improve their network equipment technology, we believe there is potential to generate additional revenue through sales of existing and new products to these customers.
Continue to expand customer base.    We believe there continues to be unmet need for high-speed, cost-efficient interconnect products among cloud and service providers. Historically, our sales were primarily to network equipment manufacturers that did not have internally developed coherent DSP ASICs. More recently, we have had success in marketing and selling our products to network equipment manufacturers that have internally developed their own coherent DSP ASICs. We believe that the benefits of our solution, supported by the success of existing customers as references, will drive more network equipment manufacturers to purchase their interconnect products from us. We plan to continue to acquire new customers through expanded sales and marketing and brand recognition efforts.
Grow into adjacent markets.    We believe that growth in fiber optics-based communications is likely to accelerate, partly driven by the cost and density advantages of our CMOS solution, and that this growth, together with expansion in other markets that depend on high-speed networking capabilities, as well as adjacent markets, such as access aggregation in 5G, Multi-System Operators and Fiber to the x, and intra-data center networking, will result in demand for additional applications for our existing products, as well as non-coherent products that may leverage our silicon PIC in the future. These adjacent markets often place a greater importance on interoperability standards than traditional telecom applications. The purpose of the 400ZR project at the Optical Internetworking Forum, and parallel efforts at CableLabs and the Institute of Electrical and Electronics Engineers, or IEEE, is to address this need for interoperability and, in some cases, consider additional specifications and requirements of these adjacent market applications. We believe our ability to develop compact, pluggable, low-power optical interconnect products will create further opportunities for us to serve new types of customers, including companies that do not have sufficient optical engineering expertise to develop systems using current interconnect technologies.
Our Products
Our products fall into three product groups: embedded modules, pluggable modules and semiconductors. Our optical interconnect technology products consist of families of high-capability, scalable, cost-efficient optical interconnect modules that are rooted in our coherent DSP ASIC and silicon PIC components. Our embedded module and pluggable module product groups consist of optical interconnect modules with transmission speeds ranging from 100 to 1,200 Gbps per module for use in long-haul, metro and inter-data center markets. Our module products incorporate our proprietary advanced system-in-a-module software, which, through a standardized interface, enables seamless installation, configuration and operation and a high level of performance monitoring. Our semiconductor product group consists of our low-power coherent DSP ASICs and our silicon PICs, which are either integrated into our embedded and pluggable modules or sold to customers on a standalone basis for integration into internally developed or other merchant modules.
We have developed and manufacture, sell and support the following high-speed coherent interconnect modules and components across three product groups:
Embedded Modules
AC1200 Flex Product Family
Our AC1200 product family, currently ramping in production, utilizes two wavelengths, with up to 600 Gbps capacity each, and supports transmission capacity of up to 1,200 Gbps. Our AC1200 module is software configurable to optimize
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transmission speeds, fiber capacity, compensation for signal impairment and power consumption for multiple network applications, including inter-data center, metro, long-haul and submarine.
AC400 Flex Product Family
Our AC400 Flex product family supports transmission capacities ranging from 100 to 400 Gbps per module in a 5” x 7” form factor. Modules in our AC400 Flex product family are software configurable to optimize transmission speeds, fiber capacity, compensation for signal impairment and power consumption for multiple network applications, including inter-data center, metro, long-haul and submarine, spanning transmission distances up to 12,000 km and greater.
Pluggable Modules
400G Pluggable Product Family
Our family of 400G pluggable products support transmission speeds up to 400 Gbps in QSFP-DD, OSFP and CFP2 form factors. The modules support a variety of industry interoperability modes, including 400ZR, OpenZR+, Open ROADM and CableLabs. These different standards address a variety of network applications, such as inter-data center links up to 120km and service provider metro core networks. In addition, the modules support proprietary features that can be leveraged by network operators that require higher performance. These 400G pluggable modules utilize our 3D Siliconization technology.
Service Provider Edge and Access Product Family
Our family of pluggable Service Provider Edge and Access modules are designed to address the needs of access aggregation applications in networks, such as cable and 5G. The family includes three different configurations primarily at a transmission capacity of 100 Gbps. Two of these configurations, point-to-point and DWDM, are supported in the QSFP-DD form factor. The third configuration is a bi-directional CFP2 module that can support transmit and receive functionality over a single fiber architecture. These modules leverage our 3D Siliconization technology to address these cost-sensitive applications.
CFP2-DCO Product Family
Our CFP2-DCO product family supports up to 200 Gbps transmission speeds, using QPSK, 8QAM and 16QAM modulation, over distances of up to 2,500 km in an industry standard CFP2 form factor. The module supports interoperable staircase FEC, as well as Acacia proprietary soft decision FEC, and is mainly used in inter-data center, metro and long-haul network applications.
CFP2-ACO Product Family
Our CFP2-ACO product family supports transmission speeds of up to 200 Gbps over distances of up to 2,500 km using an industry-standard, CFP2 pluggable form factor that was designed in accordance with the Implementation Agreement defined by the Optical Internetworking Forum. This module has an analog electrical interface and a linear optical transmitter and receiver that supports multiple modulation formats and transmission capabilities of 100 and 200 Gbps based on the selected format. Our CFP2-ACO offers an optics-only solution for customers who currently rely on in-house DSP capabilities.
AC100-CFP Product Family
Our AC100-CFP product family supports 100 Gbps transmission speeds over distances of up to 2,500 km in an industry-standard, pluggable CFP form factor. The modules in our AC100-CFP product family utilize our internally developed silicon PIC technology and are mainly used in metro, inter-data center and long-haul network applications.
Semiconductors
DSP ASICs
Our coherent DSP ASICs incorporate our proprietary signal processing algorithms to meet the power and performance requirements of the inter-data center, metro, long-haul and submarine markets. We selectively offer our coherent DSP ASIC as a standalone component to customers designing their own coherent modules and line-cards.
Silicon PICs
Our coherent silicon PICs incorporate multiple coherent optical functions, such as transmission and reception, in a single package. The high level of integration in our silicon PICs enables high density designs of coherent modules and linecards. We selectively offer our silicon PIC as a standalone component to customers for designs that may or may not utilize our DSP
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components. We are also working with several client optics vendors that are interested in leveraging our silicon PIC technology in non-coherent 400 Gbps applications that use PAM4 modulation and direct detection.
Sales and Marketing
We currently market and sell our products through a direct sales force consisting of sales personnel and centralized and field-based technical customer support and may in the future market and sell our products through third-party distributors. Our sales force also works closely with our product line management personnel to support strategic sales activities.
Our products typically have a long sales cycle, requiring discussions with prospective customers in order to better understand their network and system level requirements and technology roadmaps. Our customers are predominantly network equipment manufacturers, network operators and cloud service providers and we have discussions with them regarding the requirements of their end customers, which provides our sales force with insight into how our products will be integrated into our customers’ solutions and how these systems will be deployed in the networks of their end customers. This sales process requires us to develop strong customer relationships. The period of time from our initial contact with a prospective or current customer to the receipt of purchase orders for high-volume production is frequently a year or more. Prospective customers perform system and network level testing before equipment is deployed in a network carrying live traffic. We perform extensive reliability and verification testing based on industry standards and as further guided by the requirements of our customers. This phase of our sales cycle can take several months and purchase arrangements may not be entered into until after this phase is completed. In addition, once the first purchase order is placed by a customer, it may take several months or longer for that customer to increase the volume of its purchases.
We invest time and resources to meet with leading carriers and cloud service providers to understand network system performance issues. These efforts provide us with a deep understanding of the challenges faced by carriers and cloud service providers which, in turn, enables us to focus our future product and technology development efforts to address those challenges. For example, understanding that several of our customers are planning to adopt technologies that enable up to 1,200 Gbps and higher transmission speeds, we are currently developing products to satisfy these requirements.
Our in-house sales personnel also assist customers with orders, delivery requirements and warranty returns. Our technical support engineers respond to technical and product-related questions, provide simulation tools to enable customers to optimize their optical link design and provide application support to customers who have incorporated our products into their systems. We provide our customers with field-based technical support and centralized technical support. Our field-based technical support is provided on site from our offices in China, Europe and San Jose, California, and our centralized technical support is primarily housed within our corporate headquarters in Maynard, Massachusetts. Our centralized customer support operations allow our technical customer support personnel to work directly with our research and development and operations personnel on critical customer technical support as well as escalated specialized technical support, which reduces the time it takes to identify and address our customers’ issues and helps our personnel maintain and improve upon their technical skills.
Customers
The number of customers who have purchased and deployed our products has increased from eight in 2011 to more than 50 during 2020. We have historically generated most of our revenue from a limited number of customers. Our five largest customers, which differed by period, collectively accounted for 76% of our revenue in 2020, 81% of our revenue in 2019 and 74% of our revenue in 2018.
Manufacturing
We utilize a range of CMOS and CMOS-compatible processes to develop and manufacture the coherent DSP ASICs, silicon PICs and other components that are designed into our modules. We select the semiconductor process and foundry that provides the best combination of performance, cost and feature attributes necessary for our products.
We engage several contract manufacturers and other service providers to test, build and inspect our products that incorporate our coherent DSP ASICs, silicon PICs and other components for high-volume production of our products. These contract manufacturers and service providers also implement many customer-specific configurations and packaging requirements before shipment to our customers. We build the test systems used in the manufacture of our products. We also directly manufacture prototype products during initial new product introduction. We believe our outsourced manufacturing model enables us to focus our resources and expertise on the design, sale, support and marketing of our products to best meet customer requirements. We also believe that this manufacturing model provides us with the flexibility required to respond to
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new market opportunities and changes in customer demand, simplifies the scope of our operations and administrative processes and significantly reduces our working capital requirements, while providing the ability to scale production rapidly.
We subject our contract manufacturers, fabrication foundries, suppliers of standard, as well as our custom-designed, components and other service providers to qualification requirements in order to meet the high quality and reliability standards required of our products. Our engineers and supply chain personnel work closely with our contract manufacturers, foundries and other suppliers and service providers to increase yield, reduce manufacturing costs, improve product quality and ensure that component sourcing strategies are in place to support our manufacturing needs.
Research and Development
Our engineering group has extensive experience in optical systems and networking, digital signal processing, ASIC development and design, silicon photonic integration, system software development and high-speed electronics design. As of December 31, 2020, approximately 81% of all our employees were engineers or have other technical backgrounds, and approximately 52% of all our employees held a Ph.D. or other advanced degree. We utilize our hardware and software expertise to integrate coherent DSP ASICs and silicon PICs into high-speed interconnect products that are compatible with industry-standard form factor, interfaces and power consumption requirements. We participate in industry groups such as Open ROADM, Optical Internetworking Forum, CableLabs and IEEE to help drive the industry towards standardization that allows for the integration of our products into diverse optical systems. In addition, we offer our integration expertise to our customers to help expedite their adoption of new products.
We use simulation tools at many levels of product development, reducing the number of design errors and the need for costly and time consuming development cycles. Our simulation environment makes use of industry standard computer aided design tools as well as models and tools that are developed internally. Our simulation tools also allow us to make efficient tradeoffs between power consumption, size and performance early in the development cycle. We believe this contributes to the ability of our products to deliver superior performance with low power consumption.
Our research and development facilities are located in Maynard, Massachusetts, Holmdel, New Jersey, San Jose, California, Ottawa, Canada, Bengaluru, India and Wooburn Green, United Kingdom. We have devoted approximately 116,000 square feet of space to our research and development facilities, which we expect to increase in the future. Our research and development facilities are equipped with industry standard test equipment, including optical spectrum analyzers, high-speed sampling oscilloscopes, logic analyzers, wafer probes, wafer saws, optical network and Ethernet test sets, thousands of kilometers of optical fiber and associated optical amplifiers and other optical test equipment. We use these facilities to conduct comprehensive testing and validation procedures on internally produced chips, components and products before transferring production to our contract manufacturers for commercial, higher-volume manufacturing.
As research and development is critical to our continuing success, we are committed to maintaining high levels of research and development over the long term. We incurred research and development expenses of $134.4 million, $128.7 million and $102.4 million during the years ended December 31, 2020, 2019 and 2018, respectively.
Intellectual Property
Our success and ability to compete depend substantially upon our core technology and intellectual property rights. We generally rely on patent, trademark and copyright laws, trade secret protection and confidentiality agreements to protect our intellectual property rights. In addition, we generally require employees and consultants to execute appropriate non-disclosure and proprietary rights agreements. These agreements acknowledge our exclusive ownership of intellectual property developed for us and require that all proprietary information remain confidential.
We maintain a program designed to identify technology that is appropriate for patent and trade secret protection, and we file patent applications in the United States and, when appropriate, certain other countries for inventions that we consider significant. As of December 31, 2020, we had 99 patents granted in the United States and thirteen patents granted in foreign jurisdictions, which expire between 2027 and 2040. We also had 73 patent applications pending in the United States, and 22 pending foreign patent applications as of December 31, 2020. Although our business is not materially dependent upon any one patent, our patent rights and the products made and sold under our patents, taken as a whole, are a significant element of our business. In addition to patents, we also possess other intellectual property, including trademarks, know-how, trade secrets, design rights and copyrights. We control access to and use of our software, technology and other proprietary information through internal and external controls, including contractual protections with employees, contractors, customers and partners. Our software is protected by U.S. and international copyright, patent and trade secret laws. Despite our efforts to protect our software, technology and other proprietary information, unauthorized parties may still copy or otherwise obtain and use our
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software, technology and other proprietary information. In addition, we have expanded our international operations, and effective patent, copyright, trademark and trade secret protection may not be available or may be limited in foreign countries.
Companies in the industry in which we operate frequently are sued or receive informal claims of patent infringement or infringement of other intellectual property rights. We have, from time to time, received such claims from companies, including from competitors and customers, some of which have substantially more resources and have been developing relevant technology for much longer than us. As we become more successful, we believe that competitors will be more likely to try to develop products that are similar to ours and that may infringe our proprietary rights. It may also be more likely that competitors or other third parties will claim that our products infringe their proprietary rights. Successful claims of infringement by a third party, if any, could result in significant penalties or injunctions that could prevent us from selling some of our products in certain markets, result in settlements or judgments that require payment of significant royalties or damages or require us to expend time and money to develop non-infringing products. We cannot assure you that we do not currently infringe, or that we will not in the future infringe, upon any third-party patents or other proprietary rights.
Competition
The optical communications markets are highly competitive and rapidly evolving. We compete with domestic and international companies, many of which have substantially greater financial and other resources than we do. We encounter substantial competition in most of our markets, although we believe we have few competitors that compete with us across all our product lines and markets. Our principal competitors in one or more of our product lines or markets include II-VI (formerly Finisar), Fujitsu Optical Components, Inphi, Lumentum Holdings, NEL, Neophotonics and Sumitomo Electric Industries. We also compete with internally developed coherent interconnect solutions of certain network equipment manufacturers, including Ciena, Huawei and Nokia (formerly Alcatel-Lucent). Finally, we face competition from optical interconnect modules that are the result of joint developments among certain of the competitors listed above. Consolidation in the optical systems and components industry has increased in recent years, and future consolidation could further intensify the competitive pressures that we face.
The principal competitive factors upon which we compete include performance, low power consumption, rapid innovation, breadth of product line, availability, product reliability, reputation, level of integration and cost, multi-sourcing and selling price. We believe that we compete effectively by offering high levels of customer value through high speed, high density, low power consumption, broad integration of photonic functions, software intelligence for configuration, control and monitoring, cost-efficiency, ease of deployment and collaborative product design. We cannot be certain we will continue to compete effectively.
We also may face competition from companies that may expand into our industry and introduce additional competitive products. The same standardization that allows for the integration of our products into diverse optical systems carries the side effect of lowing the competitive threshold for new market entrants. Existing and potential customers and strategic partners are also potential competitors. These customers may internally develop or acquire additional competitive products or technologies, selectively, or through consolidation of the companies in our industry, which may cause them to reduce or cease their purchases from us.
Government Regulation
Trade Controls and Economic Sanctions
Since our customers operate around the world and we rely primarily upon non-U.S. manufacturers to make our products, our business and our ability to successfully compete for business in our industry is dependent upon global, supply, manufacturing and customer relationships that are affected by the trade and tariff policies of each country in which we operate. Increased tariffs on parts and components imposed by the countries in which our products are manufactured can increase our production costs, and increased tariffs imposed by the countries in which our products are sold can increase the cost of our product to our customers.
Our products and services may be subject to export controls, including the U.S. Department of Commerce’s Export Administration Regulations and economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls, and similar laws and regulations that apply in other jurisdictions in which we distribute or sell our products and services. Export control and economic sanctions laws and regulations include restrictions and prohibitions on the sale or supply of certain products and services and on our transfer of parts, components, and related technical information and know-how to certain countries, regions, governments, persons and entities. For example, in April 2018, the U.S. Department of Commerce activated a denial order against ZTE and an affiliated company based on adverse findings relating to the activities covered by ZTE’s 2016 settlement with the U.S. Department of Commerce to resolve charges of export
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control violations by ZTE. This denial order added ZTE and the affiliate to the “Denied Persons List,” suspending U.S. export privileges of ZTE and the affiliate, prohibiting them from participating in transactions subject to U.S. Department of Commerce export control regulations, and prohibiting other businesses and individuals, including us, from certain activities in support of ZTE’s business. In June 2018, ZTE and the U.S. Department of Commerce reached a new settlement imposing additional penalties and compliance measures upon ZTE, pursuant to which the denial order was terminated and ZTE was removed from the Denied Persons List. Although this further U.S. Department of Commerce action authorized us to resume sales to and related activities involving ZTE, the U.S. Congress or U.S. regulatory authorities may take future legislative or regulatory action that may materially interfere with our ability to make sales to ZTE or others of our customers, particularly in China. In May 2019, the U.S. Department of Commerce designated Huawei Technologies Co. Ltd., or Huawei, and numerous affiliated companies on its “Entity List” upon finding reasonable cause to believe that the companies have been involved in activities contrary to the national security or foreign policy interests of the United States. This designation imposed new requirements for export licenses for exports, reexports, and in-country transfers of any items or technologies subject to the U.S. export control regulations, and requests for licenses are reviewed with a presumption of denial. U.S. regulators have imposed additional measures to restrict access to U.S. products and technologies by countries such as China and specific companies, such as Huawei, determined by the U.S. government to be involved in activities contrary to the national security or foreign policy interests of the United States. Such measures include extending the extraterritorial reach of U.S. restrictions by reducing the thresholds for applying U.S. regulations to non-U.S.-made items incorporating or derived from certain U.S. parts, components, software or technologies. U.S. regulators may also impose new restrictions on previously non-controlled emerging or foundational items and technologies for which exports to countries such as China are deemed to present undesirable national security risks. Even without such legislative or regulatory action, we would be prohibited from exporting our products to any foreign recipient if we have knowledge that a violation of U.S. export regulations has occurred, is about to occur, or is intended to occur in connection with the item. Different countries may implement their own export control regulatory systems, which can affect the flow of parts, components, finished products, and related technologies throughout the supply chain to and from suppliers, manufacturers, distributors and customers. In 2019, China published a proposed new comprehensive export control law that would, if adopted, create a system through which China may selectively restrict exports of products and technologies from China, perhaps in response to regulatory actions affecting China that may be imposed by adversary trading partners, such as the United States.
In addition, various countries regulate imports of certain products, through permitting, licensing and transaction review procedures, and may enact laws that could limit our ability to produce or distribute our products or the ability of our customers to produce or distribute the products into which our products are incorporated. The exportation, re-exportation, transfers within foreign countries, and importation of our products and the parts, components and technologies necessary to manufacture our products, including by our partners, must comply with these laws and regulations. Among these regulations are rules in the United States and other countries that prohibit companies such as Huawei and ZTE from supplying products and services for national 5G telecommunications networks. Pursuant to an executive order issued in May 2019, the U.S. government is developing a new regulatory mechanism through which it may review and potentially block imports into the United States of certain information and communications products and services designed, developed, manufactured, or supplied by entities owned by, controlled by, or subject to the jurisdiction or direction of a foreign adversary, where the transaction presents an undue risk to U.S. information and communications technology or services, critical infrastructure or the digital economy of the United States, or other unacceptable risks to the national security of the United States or the security and safety of United States persons. In addition, U.S. government procurement supply chain risk management regulations prohibit U.S. government agencies from directly or indirectly contracting to obtain certain telecommunications and video surveillance equipment, systems or services, produced or performed by certain designated Chinese companies, prohibits recipients of U.S. government grants and loans from using those funds for obtaining such equipment, systems or services, and further prohibits U.S. government agencies from contracting with entities that use the targeted equipment, systems or services in their businesses, even if such use is unrelated to any U.S. government work.
In response to restrictions targeting Chinese providers of equipment and services, the Chinese government has implemented so-called blocking rules under which companies could be liable under Chinese law for taking steps, such as refusing to sell to certain Chinese customers, to comply with U.S. restrictions. It remains unclear how these blocking rules might be applied to businesses in China that are subsidiaries of U.S. companies, and thus, potentially unable to simultaneously comply with both U.S. sanctions and Chinese blocking rules.
Anti-Corruption Laws
We are subject to various domestic and international anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar anti-bribery and anti-kickback laws and regulations in other places where we do business. These laws and regulations generally prohibit companies and their intermediaries from offering or making improper payments to governmental, political and certain international organization officials for the purpose of obtaining, retaining or
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directing business. Our exposure for violating these laws and regulations increases as our international presence expands and as we increase sales and operations in foreign jurisdictions.
Data Protection Regulations
We are required to comply with various data protection laws and regulations in each of the states and countries where we maintain offices or conduct business, including laws and regulations relating to data privacy, security, and breach notification and reporting. These laws and regulations, known as data protection regulations, are complex, frequently conflict with one another, and have become more onerous in recent years. Complying with existing and future regulatory requirements relating to data privacy, security and breach response could cause us to incur substantial expenses and may require us to change our business practices in a manner that could harm our business and any non-compliance may result in lawsuits, regulatory fines, or other actions or liability. Our business may also be harmed if these privacy-related laws or any newly adopted privacy-related laws are interpreted or implemented in a manner that is inconsistent among different states and countries or inconsistent with our current policies and practices, or those of our customers, suppliers, or other business partners. If we or our suppliers fail to comply with such laws or regulations, we could face sanctions for such noncompliance, and our customers may refuse to purchase our products, which would have a material adverse effect on our business, financial condition and results of operations.
Environmental, Health and Safety Laws
We are subject to, or are expected to facilitate our customers’ compliance with, 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, the handling and disposal of hazardous substances and wastes, employee health and safety and the use of hazardous materials in, and the recycling of, our products.
Tax Regulations
We are required to comply with tax laws and regulations in each of the states and countries where we maintain offices or conduct business. These laws and regulations are complex, and we engage service providers and consultants to assist with, and ensure compliance to, tax laws and regulations. We expect to continue to incur costs to comply with existing tax laws and regulations, and future regulatory requirements relating to tax could cause us to incur additional substantial expenses.
Human Capital
As of December 31, 2020, we had 458 full-time employees in our global diverse workforce, consisting of 242 in research and development, 108 in operations, which includes manufacturing, supply chain, quality control and assurance, 111 in executive, sales, general and administrative, and three part-time employees. We have never had a work stoppage, and none of our employees is represented by a labor organization or under any collective bargaining arrangements. We consider our employee relations to be good and we believe a diverse workforce population and perspective provides us with the most innovative and customer-oriented workforce.
History, Mission, Culture and Values
Our History - Founded in 2009 as a Boston technology company start-up, our journey began with our founders and a handful of employees implementing optical interconnect technology in a silicon-based platform, a process we refer to as the siliconization of optical interconnect. Through the siliconization of optical interconnect, we believe we are leading a disruption in coherent interconnect technologies that is analogous to the computing industry’s integration of multiple functions into a microprocessor.
Our Mission - Our mission is to deliver high-speed coherent optical interconnect products that transform communications networks, relied upon by cloud infrastructure operators and content and communication service providers, through improvements in performance and capacity and reductions in associated costs.
Our Culture and Values – Our employees are focused on innovation, teamwork and customer orientation. We foster an environment where diverse perspectives from all over the world are able to work together to innovate and solve customer and market technology needs.
Total Rewards
We offer competitive salaries, incentives and benefits. We have a strong pay for performance culture. We benchmark and adjust our total rewards annually to ensure our compensation and benefit programs remain competitive with our peers.
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Our Corporate Information
Our principal executive offices are located at Three Mill and Main Place, Suite 400, Maynard, MA 01754, and our telephone number at that address is (978) 938-4896. Our website address is www.acacia-inc.com.
“Acacia Communications®,” “Acacia®,” “Connecting at the Speed of Light®,” our logo, and other trademarks or tradenames of Acacia Communications, Inc. appearing in this Annual Report on Form 10-K are our property. This Annual Report on Form 10-K also contains trademarks and trade names of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this Annual Report on Form 10-K may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.
Available Information
We make available free of charge through our website 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 Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We make these reports available through our website as soon as reasonably practicable after we electronically file such reports with, or furnish such reports to, the Securities and Exchange Commission, or SEC. We also make available, free of charge on our website, the reports filed with the SEC by our executive officers, directors and 10% stockholders pursuant to Section 16 of the Exchange Act as soon as reasonably practicable after copies of such filings are provided to us by the reporting persons. The information contained on, or that can be accessed through, our website is neither a part of, nor incorporated by reference in this Annual Report on Form 10-K.
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Item 1A.Risk Factors
The following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered. These risk factors may be important to understanding other statements in this Annual Report on Form 10-K. The following information should be read in conjunction with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we presently deem less significant may also impair our business operations. Please see page 1 of this Annual Report on Form 10-K for a discussion of some of the forward-looking statements that are qualified by these risk factors. If any of these risks occurs, our business, financial condition, operating results, cash flow and prospects could be materially and adversely affected.
Because of the following factors, as well as other factors affecting our financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.
Risks Related to the Merger
The Merger could divert management’s attention, disrupt our relationships with third parties and employees and result in negative publicity or legal proceedings, any of which could negatively impact our operating results and ongoing business.
We expended significant management time and resources to complete the Merger, and will continue to expend, significant management time and resources in an effort to complete the integration of our business into Cisco now that the Merger has been consummated. These efforts may have a negative impact on our ongoing business. The Merger could also adversely affect our ability to recruit and retain key personnel and other employees. The Merger may also result in negative publicity, and it has led to, and may result in additional, litigation against us and our directors and officers or former directors and officers. Such litigation is distracting to management and has required, and may in the future require, us to incur significant costs. The occurrence of any of these events individually or in combination could have a material and adverse effect on our business, financial condition and results of operations.
Risks Related to Our Business and Industry
The extent to which the novel coronavirus SARS-CoV-2, referred to as the COVID-19 pandemic, or COVID-19, has adversely affected, and may continue to adversely affect, our business, results of operations and financial condition, or the business and financial condition of our customers and suppliers, is uncertain.
The global spread of the novel coronavirus, severe acute respiratory syndrome coronavirus 2, SARS-CoV-2, and the coronavirus disease, COVID-19, has resulted in authorities imposing, and businesses and individuals implementing, numerous unprecedented measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place/stay-at-home and social distancing orders, and shutdowns and has created significant uncertainty and economic disruption, both near-term and potentially long-term. The COVID-19 pandemic has caused us to modify our business practices to include company-wide travel and visitor restrictions, work-from-home policies, social distancing and various other recommended preventive measures, including additional cleaning and disinfection procedures within our facilities, daily self-health assessments or, where required by local law, onsite health screening and temperature taking, support for local contact tracing efforts, and the required use of face masks or cloth face coverings when onsite at our facilities. As additional information about COVID-19 and how it is transmitted becomes available, we may implement further measures that we determine are in the best interests of our employees, customers, partners, vendors and suppliers. These modifications have affected the way we conduct our product development, validation and qualification, customer sales and support services, including onsite support, and other activities, which could have an adverse effect on our business, results of operations and financial condition. While we have taken steps to mitigate the impact of the COVID-19 pandemic on our operations and financial results, the extent to which the COVID-19 pandemic could affect our business, results of operations and financial condition in the future is difficult to predict and depends on numerous evolving factors including: the duration and scope of the pandemic; government, social, business and other actions that have been and will be taken in response to the pandemic; the availability of reliable and effective testing, vaccines or other therapies; and the effect of the pandemic on short- and long-term general economic conditions. We have and may continue to experience short- or long-term constrained supply or volatility in customer demand, which could materially and adversely affect our business, results of operations and financial condition in future periods. In addition, several of our customers, contract manufacturers, suppliers and other business partners have experienced and are continuing to experience similar challenges and any adverse impact or disruption to their businesses, results of operations and financial condition could have a downstream adverse impact to ours. For example, our third-party contract manufacturers, foundries and other service providers have
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significant manufacturing operations in China, Singapore, Taiwan, Thailand and the United States, and each of these countries has been affected by the COVID-19 pandemic and have taken and continue to take measures to try to contain it. These measures have in some instances resulted in temporary shutdowns, reduction in capacity utilization and disruption in the movement of components and products through our supply chain. There is a significant degree of uncertainty and lack of visibility as to the impact, extent and duration of the COVID-19 pandemic, including the adverse impact of negative economic conditions created or exacerbated by the pandemic, new information that may emerge concerning the severity of the virus and required or voluntary actions to contain its impact. As a result, it is difficult to predict the nature and extent to which the COVID-19 pandemic and responsive measures related thereto will impact our business, results of operations and financial condition, or the business and financial condition of our customers and suppliers.
We depend on a limited number of customers for a significant percentage of our revenue and the loss or temporary loss of a major customer for any reason could harm our financial condition.
We have historically generated most of our revenue from a limited number of customers. Our five largest customers, which differed by period, collectively accounted for 76% of our revenue in 2020, 81% of our revenue in 2019 and 74% of our revenue in 2018. As a consequence of the concentrated nature of our customer base, our quarterly revenue and results of operations may fluctuate from quarter to quarter and are difficult to estimate, and any delay, reduction or cancellation of orders or any acceleration or delay in anticipated product purchases, including as a result of COVID-19 related disruptions in the operations and supply chains of our customers, or the acceptance of shipped products by our larger customers or any government-mandated inability to sell to any of our larger customers could materially affect our revenue and results of operations in any quarterly period.
For example, in April 2018, the U.S. Department of Commerce imposed a seven-year denial of export privileges that prohibited sales of U.S.-regulated commodities, software and technology to ZTE and an affiliated company, or the ZTE Ban, based on adverse findings relating to the activities covered by ZTE’s 2016 settlement with the U.S. Department of Commerce to resolve charges of export control violations by ZTE. The ZTE Ban added ZTE and the affiliate to the “Denied Persons List,” suspending U.S. export privileges of ZTE and the affiliate, prohibiting them from participating in transactions subject to U.S. Department of Commerce export control regulations, and prohibiting other businesses and individuals, including us, from certain activities in support of ZTE’s business. In June 2018, ZTE and the U.S. Department of Commerce reached a new settlement imposing additional penalties and compliance measures upon ZTE, pursuant to which the ZTE Ban was lifted and ZTE was removed from the Denied Persons List. Although this further U.S. Department of Commerce action ended the export control restriction specifically targeting ZTE, any violations by ZTE of the latest settlement may trigger a new, ten-year denial order. We may suspend our business with ZTE or other customers if we conclude or are notified by the U.S. Department of Commerce that such business presents an unacceptable risk of noncompliance with U.S. regulations, if new licensing requirements or other regulatory restrictions are imposed on such business, or if we determine that continued business with such customers is not feasible or desirable.
We may be unable to sustain or increase our revenue from our larger customers, grow revenues with new or other existing customers at the rate we anticipate or at all, or offset the discontinuation of concentrated purchases by our larger customers with purchases by new or existing customers. These larger customers may also reduce or discontinue their purchases of our products in the event they transition to internally developed products or determine to divide their purchases of our products between us and a second source, including to mitigate actual or perceived supply chain risks related to COVID-19. We expect that such concentrated purchases will continue to contribute materially to our revenue for the foreseeable future and that our results of operations may fluctuate materially as a result of such larger customers’ buying patterns. For example, one of our larger customers made significant purchases in the first and second quarters of 2019 and had reduced orders in the third quarter of 2019 before returning to a higher level of purchasing in the fourth quarter of 2019. We have experienced similar unevenness in purchases by our larger customers in prior years. Further, the markets our customers sell into may experience slower deployment than anticipated or these customers may lose market share with their end customers. In addition, we have seen, and may in the future see consolidation of our customer base which could result in loss of customers, reduced purchases or may increase the concentration of our customer purchases. The loss or temporary loss of such customers, or a significant delay or reduction in their purchases, could materially harm our business, financial condition, results of operations and prospects.
The future success of our business is substantially dependent on our successful development and release of new products.
The markets for our products are characterized by changes and improvements in existing technologies and the introduction of new technology approaches. The future success of our business will depend in large part upon the continuing relevance of our technological capabilities, our ability to interpret customer and market requirements in advance of product deliveries and our ability to introduce in a timely manner new products that address our customers’ requirements for more cost-effective bandwidth solutions. The development of new products is a complex process, and we may experience delays and
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failures in completing the development, qualification, introduction and volume ramp of new products. Our successful product development depends on a number of factors, including the following:
the accurate prediction of market requirements, changes in technology and evolving standards;
the availability of qualified product designers and technologies needed to solve difficult design challenges in a cost-effective, reliable manner;
our ability to design products that meet customers’ cost, size, acceptance and specification criteria and performance requirements, as well as requirements and specifications established by industry groups or standards bodies;
our ability to manufacture new products with acceptable quality and manufacturing yields in a sufficient quantity to meet customer demand and according to customer needs;
our ability to provide onsite support to our customers in connection with the integration of our products into their product offerings, as well as the ramp and deployment of such product offerings, which has been made more challenging by COVID-19 related travel bans and restrictions, quarantines, shelter-in-place/stay-at-home and social distancing orders that may remain in place for an extended period of time;
our ability to offer new products at competitive prices;
our dependence on suppliers to deliver in a timely manner materials that are critical components of our products;
our dependence on single-source supplier and the impact of industry-wide component constraints;
our dependence on third-party manufacturers to successfully manufacture our products in accordance with the specifications that we and our customers require;
the identification of and entry into new markets for our products;
the acceptance of our customers’ products by the market and the lifecycle of such products; and
our ability to deliver products in a timely manner within our customers’ product planning and deployment cycle.
In general, a new product development effort may last two years or longer, and requires significant investments in engineering hours, third-party development costs, equipment, prototypes and sample materials, as well as sales and marketing expenses, which will not be recouped if the product launch is unsuccessful. We may not be able to design and introduce new products in a timely or cost-efficient manner, and our new products may be costlier to develop, may fail to meet the requirements of the market or our customers, or may be adopted by customers slower than we expect. In that case, we may not reach our expected level of production orders and may lose market share, which could adversely affect our ability to maintain our current revenue levels or resume revenue growth.
The failure to increase sales of our products to our customers and expand our customer base as anticipated could adversely affect our future revenue and business.
We believe that our future success will depend, in part, on our ability to expand sales of our products to our existing customers for use in a customer’s existing or new product offerings. Our future success will also depend on our ability to continue to expand our customer base and drive the adoption of our products in adjacent markets. Our efforts to increase product sales to new and existing customers may generate less revenue than anticipated or take longer than anticipated. Further, our customers may elect to develop in-house modules, purchase modules that incorporate our DSP ASICs from alternate sources, or purchase lower-cost components, such as our DSP ASICs or silicon PICs, in place of modules, which could negatively affect our revenue. If we are unable to increase sales to our new and existing customers, expand our customer base or expand into adjacent markets as anticipated, our business, financial condition, results of operations and prospects could be adversely affected.
Product quality problems, defects, errors or vulnerabilities in our products could harm our reputation and adversely affect our business, financial condition, results of operations and prospects.
We produce highly complex products that incorporate advanced technologies and that we believe to be state-of-the-art for our industry. Despite our testing prior to their release, our products may contain undetected defects or errors, including design, contract manufacturing or supplier quality issues, especially when first introduced or when new versions are released. Product defects or errors have in the past and in the future could affect the performance of our products and could delay the development or release of new products or new versions of products. Allegations of unsatisfactory performance could cause us to lose revenue or market share, damage our reputation in the market and with customers, increase our warranty costs and related returns which would negatively impact our gross margins, cause us to incur substantial costs in redesigning the products,
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cause us to lose significant customers, subject us to liability for damages or divert our resources from other tasks, any one of which could materially adversely affect our business, financial condition, results of operations and prospects. For example, in May 2017, we announced a quality issue at one of our contract manufacturers, which we refer to as the Quality Issue, that affected a portion of the units manufactured by that contract manufacturer over approximately four months and negatively impacted our product performance. This resulted in a charge to the cost of revenue in our consolidated statement of operations during the second quarter of 2017.
From time to time, we have had to replace certain components of products that we had shipped and provide remediation in response to the discovery of defects or bugs, including deficiencies in our components and components provided by our suppliers and failures in software protocols or defective component batches, regardless of source, resulting in reliability issues, in such products, and we may be required to do so in the future. We may also be required to provide full replacements or refunds or extend warranty terms for such defective products. Such remediation could have a material effect on our business, financial condition, results of operations and prospects.
Quality control problems in manufacturing could result in delays in product shipments to customers or in quality problems with our products which could adversely affect our business.
We have and in the future may again experience quality control problems in our manufacturing operations or the manufacturing operations of our contract manufacturers. For example, we experienced product quality control problems in the second quarter of 2017 in connection with the Quality Issue. If we are unable to promptly identify and correct certain quality issues in our products prior to the products’ being shipped to customers, failure of our deployed products could cause failures in our customers’ products, which could require us to issue a product recall or trigger epidemic failure claims pursuant to our customer contracts, which may require us to indemnify or pay liquidated damages to affected customers, repair or replace damaged products, or discontinue or significantly delay shipments. Quality control problems with materials provided by suppliers may adversely impact our ability to ship our products to customers. Undetected quality problems may prompt unexpected product returns and adversely affect warranty costs. As a result, we could experience a decline in revenue from existing customers or the loss of a customer entirely or incur additional costs that would adversely affect our gross margins. In addition, even if a problem is identified and corrected at the manufacturing stage, product shipments to our customers could be delayed, which would negatively affect our revenue, competitive position and reputation.
If we fail to accurately predict market requirements or market demand for our products, our business, competitive position and operating results will suffer.
We operate in a dynamic and competitive industry and use significant resources to develop new products for existing and new markets. After we have developed a product, there is no guarantee that our customers will integrate our product into their equipment or devices and, ultimately, bring the equipment and devices incorporating our product to market, including because we may be considered a sole-source supplier with a relatively limited operating history or, with respect to certain of our products, because we have enabled a second source supplier who may capture market share. In addition, there is no guarantee that cloud, network and communications service providers will ultimately choose to purchase network equipment that incorporates our products. In these situations, we may never produce or deliver significant quantities of our products, even after incurring substantial development expenses. From the time a customer elects to integrate our interconnect technology into their product, it typically takes 18 to 24 months for high-volume production of that product to commence. After volume production begins, we cannot be assured that the equipment or devices incorporating our product will gain market acceptance by network operators.
If we fail to accurately predict and interpret market requirements or market demand for our new products, our business and growth prospects will be harmed. If high-speed networks are deployed to a lesser extent or more slowly than we currently anticipate, including as a result of market uncertainty and changes to network deployment schedules as a result of COVID-19, we may not realize anticipated benefits from our investments in research and development. For example, between 2017 and 2019 our industry experienced a slowdown in the rate of new network deployments in the China long-haul and metro network markets, which, when combined with weakening prices and excess inventory, resulted in a corresponding slowdown in the order rate of certain of our China-based customers. Although these order rates began to improve in 2019, the COVID-19 pandemic has adversely impacted, and may continue to adversely impact, our China-based customers and further disrupt the timing and scope of their network deployment schedules. The combined impact of governmental policy, the cyclical nature of a major market and uncertainties around COVID-19 impacts has made it difficult to predict demand from Chinese customers. As a result, our business, competitive position, market share and operating results have experienced, and may continue to experience, pressure.
As demand for our products in one market grows, demand in another market may decrease. For example, if we sell our products directly to content providers in addition to network equipment manufacturers, our sales to network equipment
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manufacturers may decrease due to reduced demand from their customers or due to dissatisfaction by network equipment manufacturers with this change in our business model. Further, the inter-data center market is subject to upgrade cycles and volatility driven by changing priorities, which may be exacerbated by the ongoing COVID-19 pandemic. In addition, even in the event of expansion in our markets, we may not experience a corresponding increase in demand for our products or competition may drive pricing pressure. Any reduction in demand in one market that is not offset by an increase in demand in another market could adversely affect our market share or results of operations.
Additionally, the ongoing COVID-19 pandemic has significantly increased economic and demand uncertainty. It is likely that the current pandemic and continued spread of COVID-19 will cause an economic slowdown, and it is possible that it could cause a global recession. There is a significant degree of uncertainty and lack of visibility as to the extent and duration of any such slowdown or recession. Given the significant economic uncertainty and volatility created by the pandemic, it is difficult to predict the nature and extent of impacts on demand for our products.
Negative economic conditions created or exacerbated by the ongoing COVID-19 pandemic could adversely impact our business in various respects.
Our results of operations could be adversely affected by general conditions in the global economy. For example, a slowdown in the economies of, or adverse changes in economic conditions in, one or more of the countries in which we operate as a result of the ongoing COVID-19 pandemic could adversely affect demand for our products, change the mix of products we sell to a mix with a lower average gross margin, adversely affect our net sales, cause customers or other business partners to delay or fail to make payments owed to us, result in slower inventory turnover, adversely impact the rate of return on our investments or otherwise materially adversely affect our business, financial condition, stock price and results of operations. Further, a prolonged COVID-19 pandemic could result in the imposition of additional quarantines or closures of office spaces or manufacturing facilities, travel and transportation restrictions and/or import and export restrictions after the various responsive measures that are currently in place are lifted, any of which could contribute to a general slowdown in the global economy and the economies of the markets in which we operate. Although these economic factors did not have a material effect on our operations during the year ended December 31, 2020, they may materially affect our operations in the future. In addition, even where certain economic factors have not or do not adversely affect our operations, such economic factors may adversely affect the operations of our customers, contract manufacturers, suppliers and other business partners. The extent and duration of such economic impacts remain largely uncertain and dependent on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of COVID-19, the extent and effectiveness of containment actions taken, the availability of reliable and effective testing, vaccines or other therapies and the impact of these and other factors on our operations and the global economy.
We may not be able to maintain or improve our gross margins.
We may not be able to maintain or improve our gross margins. Factors such as significant decreases in our revenue, slow introductions of new products, our failure to effectively reduce the cost of existing products, our failure to maintain or improve our product mix or pricing, changes in customer demand or share allocation, annual, semi-annual or quarterly price reductions in excess of industry forecasts and pricing discounts required under the terms of our customer contracts, pricing pressure resulting from increased competition, the availability of superior, ‘good enough’ or lower-cost technologies, market consolidation or the potential for future macroeconomic or market volatility to reduce sales volumes have and may continue to adversely impact our gross margins. Our gross margins could also be adversely affected by unfavorable production yields or variances, increases in or the inability to secure appropriate periodic decreases in costs of components and materials, the timing changes in our inventory, warranty costs and quality-related returns, changes in foreign currency exchange rates (including any substantial changes resulting from the ongoing COVID-19 pandemic), potential inability to reduce manufacturing costs in response to any decrease in our revenue and possible exposure to inventory valuation reserves. Our competitors have a history of reducing their prices to increase or avoid losing market share, and we may have to reduce our prices to continue to effectively compete. If we are unable to maintain or improve our gross margins, our financial results will be adversely affected.
We generate a significant portion of our revenue from international sales and rely on foreign manufacturers to make our products, and therefore are subject to additional risks associated with our international operations.
Since January 1, 2013, we have shipped our products to customers located in 24 foreign countries. In 2020, 2019 and 2018, we derived 83%, 85% and 83%, respectively, of our revenue from sales to customers with ship-to locations outside the United States. A significant portion of our international sales are made to customers with ship-to locations in China. In 2020, 2019 and 2018, we derived 23%, 34% and 29%, respectively, of our revenue from sales to customers with ship-to locations in China. We also work with manufacturing facilities outside of the United States. We have expanded, and in the future may further expand, our international operations to locate additional functions related to the development, manufacturing and sale of
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our products outside of the United States. Our international operations are subject to inherent risks, and our results of operations could be adversely affected by a variety of factors, many of which are beyond our control, including:    
U.S. or foreign governmental action, such as export control or import restrictions, that could prevent or significantly hinder our ability to produce or sell our products to certain customers or customers in certain foreign jurisdictions or build our products internationally;
greater difficulty in enforcing contracts and accounts receivable obligations and longer collection periods, which may be exacerbated by the ongoing COVID-19 pandemic;
difficulties in managing, staffing and overseeing international offices and foreign manufacturers, including while COVID-19 related travel bans and restrictions, quarantines, shelter-in-place/stay-at-home and social distancing orders remain in place;
increased travel, infrastructure and legal compliance costs associated with multiple international locations;
the impact of general economic and political conditions in economies outside the United States, including the uncertainty related to the withdrawal of the United Kingdom from the European Union, commonly known as Brexit, the terms of the post-Brexit relationship between the United Kingdom and the European Union, and heightened economic and political uncertainty within the United Kingdom, and within and among European Union member states;
tariff and trade barriers, changes in custom and duties requirements or compliance interpretations and other regulatory requirements or contractual limitations on our ability to sell or develop our products in certain foreign markets and our ability to pass through to our customers any tariff or trade costs imposed on our products;
heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, or irregularities in, financial statements;
certification requirements;
greater difficulty documenting and testing our internal controls;
reduced protection for intellectual property rights in some countries;
potentially adverse tax consequences, including further reform to the U.S. tax code and international tax rules such as the base erosion and profit shifting initiative;
the effects of changes in currency exchange rates;
changes in service provider and government spending patterns;
social, political and economic instability;
higher incidence of corruption or unethical business practices that could expose us to liability or damage our reputation; and
natural disasters, major public health issues (including the COVID-19 pandemic discussed further in the risk factor “The extent to which the COVID-19 pandemic has adversely affected, and will continue to adversely affect     our business, results of operations and financial condition, or the business and financial condition of our customers and suppliers, is uncertain,” above), acts of war or terrorism and other catastrophic events.
The U.S. Tax Cuts and Jobs Act, or the Tax Act, enacted in December 2017, made far-ranging changes to the corporate tax system that previously existed and established a quasi-territorial system for taxing foreign-source income of multinational corporations. It is not known what specific additional measures might be proposed or how they would be implemented or enforced, or what effect other Congressional action may have on other companies’ or our business practices. Further, pending or new legislation or executive action in the United States that could significantly increase our cost of manufacturing and, consequently, adversely affect our business, financial condition or results of operations, may be enacted.
In addition, international customers may also require that we comply with additional testing or customization of our products to conform to local regulations or other standards, including environmental considerations, which could materially increase the costs to sell our products in those markets. 
As we continue to operate on an international basis, our success will depend, in large part, on our ability to anticipate and effectively manage these and other risks associated with our international operations. Our failure to manage any of these risks could harm our international operations and reduce our international sales.
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Changes in U.S. trade policies could disrupt global supply, manufacturing and customer relationships, which may materially increase costs of components contained in our products, increase our manufacturing costs and make our products more expensive or unavailable in foreign markets.
The prior U.S. Administration made and the current U.S. Administration may make significant changes to U.S. trade policy, including new or increased tariffs on a broad range of goods imported into the United States, particularly from China, with additional tariffs and other actions still under consideration. Since we rely primarily upon non-U.S. manufacturers to make our products, such actions, whether adopted or threatened, and the perceived negative effect of such actions, could have a disproportionate impact on us and make our products more expensive and less competitive in domestic markets. Further, the changes in U.S. trade policy made by the prior U.S. Administration have triggered, and any changes in U.S. trade policy made by the current U.S. Administration may trigger, retaliatory protectionist actions by affected countries, the continuation or expansion of which could restrict our ability to do business in or with affected countries or could prohibit, reduce or discourage purchases of our products by foreign customers, leading to increased costs of components contained in our products, increased costs of manufacturing our products, and higher prices and reduced demand for our products in foreign markets. For example, there are risks that the Chinese government may, among other things, impose additional or increased tariffs on imports of U.S. goods, require Chinese companies to use more local suppliers, compel companies that do business in China to partner with local companies, impose regulatory restrictions on items made by contract manufacturers and other suppliers in China, or provide incentives to government-backed local customers to buy from local suppliers rather than companies like ours. In addition, foreign governments may pursue internal programs and policies to develop domestic technologies that reduce foreign customers’ demand for our products. For example, China’s Made in China 2025 program aims to build industries in numerous technological sectors, including 5G mobile communications, among others. As a result, risk of doing business in China is likely to increase, if it has not already, including the risk of theft of intellectual property and data and potentially different treatment of foreign owned intellectual property rights and data than that owned or developed in China. Changes in, and responses to, U.S. trade policy could reduce the competitiveness of our products through increased costs and cause our sales and revenues to drop, which could materially and adversely impact our business and results of operations. Moreover, escalating and retaliatory tariffs or other protectionist measures among the U.S. and other countries may depress the overall economic condition of countries in which our customers are located, such as China, which could harm our business.
We are subject to government regulation, including import, export, economic sanctions, privacy, and anti-corruption laws and regulations that may limit our sales opportunities, expose us to liability and increase our costs.
We are subject to those government regulations that relate to various aspects of our business.  Government regulations that are applicable to us are increasingly prevalent, continue to evolve and vary from jurisdiction to jurisdiction.
Our products are subject to export controls, including, where applicable, the U.S. Department of Commerce’s Export Administration Regulations and economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls, and similar laws and regulations that apply in other jurisdictions in which we produce, distribute or sell our products. Export control and economic sanctions laws and regulations include restrictions and prohibitions on the sale or supply of certain products and on our transfer of parts, components, and related technical information and know-how to certain countries, regions, governments, persons and entities. For example, in April 2018, the U.S. Department of Commerce imposed the ZTE Ban. The ZTE Ban added ZTE and an affiliate to the “Denied Persons List,” suspending U.S. export privileges of ZTE and the affiliate, prohibiting them from participating in transactions subject to U.S. Department of Commerce export control regulations, and prohibiting other businesses and individuals, including us, from certain activities in support of ZTE’s business. In June 2018, ZTE and the U.S. Department of Commerce reached a new settlement imposing additional penalties and compliance measures upon ZTE, pursuant to which the ZTE Ban was terminated and ZTE was removed from the Denied Persons List. Although this further U.S. Department of Commerce action authorized us to resume sales to and related activities involving ZTE, any violations by ZTE of the latest settlement may trigger a new ten-year denial order.
The U.S. Congress or U.S. regulatory authorities have taken, and may in the future take, legislative or regulatory action that may materially interfere with our ability to manufacture our products or make sales to our customers, particularly in China, or that could impede sales by such customers in the United States. For example, in May 2019, the U.S. Department of Commerce designated Huawei Technologies Co. Ltd., or Huawei, and numerous affiliated companies on its “Entity List” upon finding reasonable cause to believe that the companies have been involved in activities contrary to the national security or foreign policy interests of the United States. This designation imposed new requirements for export licenses for exports, reexports, and in-country transfers of any items or technologies subject to the U.S. export control regulations, and requests for licenses are reviewed with a presumption of denial. In May 2020, the U.S. Department of Commerce expanded the export restriction on Huawei to cover certain foreign-produced items produced from certain U.S. technologies, software or plant when there is knowledge that such items are included in a transaction in which Huawei is a party. In June 2020, the U.S. Department of Commerce designated additional Chinese entities, including FiberHome Technologies Group and an affiliated company, or
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FiberHome, on the Entity List upon determining that they are enabling activities contrary to the foreign policy interests of the United States relating to Chinese repression and surveillance of ethnic groups in China’s Xinjiang Uighur region. U.S. regulators may also impose new export license requirements for items that can currently be furnished under broad license exceptions, or new restrictions on previously non-controlled emerging or foundational items and technologies for which exports to countries such as China are deemed to present undesirable national security risks.
Even without such action, we would be prohibited from exporting items subject to U.S. export regulations to any foreign recipient if we have knowledge that a violation of U.S. export regulations has occurred, is about to occur, or is intended to occur in connection with any item subject to U.S. regulation. In addition, our suppliers may restrict our rights to use their components in products destined for end users or end uses that present heightened regulatory or reputational risks, and some customers may decline to purchase our products that contain parts or components from, or that were manufactured by, suppliers and service providers that present heightened regulatory or reputational risks. The loss or temporary loss of customers as a result of such future regulatory or supply chain limitations could materially harm our business, financial condition, results of operations and prospects. Further, our association with such customers could subject us to actual or perceived reputational harm among current or prospective investors in our common stock, suppliers or customers, customers of our customers, other parties doing business with us, or the general public. Any such reputational harm could result in the loss of investors in our common stock, suppliers or customers, which could harm our business, financial condition, results of operations or prospects.We may suspend our business with ZTE or other customers, suppliers or partners, if we conclude or are notified by the U.S. Department of Commerce that such business presents an unacceptable risk of noncompliance with U.S. regulations, if new licensing requirements or other regulatory restrictions are imposed on such business, or if we determine that continued business with such customers, suppliers or partners is not feasible or desirable.
In addition, various countries regulate imports and exports of certain products, through permitting and licensing requirements, and have enacted laws that could limit our ability to produce and distribute our products. Exports, re-exports, transfers within foreign countries and imports of our products, including by our partners, must comply with these laws and regulations, and any violations may result in reputational harm, government investigations, penalties and/or a denial or curtailment of our ability to export our products. Complying with import, export and sanctions laws for a particular sale may be time consuming, may increase our costs and may result in the delay or loss of sales opportunities. Although we take precautions to prevent our products from being provided in violation of such laws and regulations, if we are found to be in violation of sanctions or export control laws, we and the individuals working for us could incur substantial fines and penalties. Changes in export, sanctions or import laws or regulations may affect whether it feasible and profitable for us to manufacture our products in and distribute our products from countries that impose regulatory restrictions on the movement of our parts, components, finished products, and related technologies. For example, in December 2019, China published a new, comprehensive export control law to create a system through which China may selectively restrict exports of products and technologies from China, perhaps in response to regulatory actions affecting China that may be imposed by adversary trading partners such as the United States. Such regulatory changes may also delay the introduction and sale of our products in international markets, cause us to spend resources to seek necessary government authorizations or to develop different versions of our products, or, in some cases, prevent the export or import of our products to certain countries, regions, governments, persons or entities altogether, any of which could adversely affect our business, financial condition and operating results.
New regulations in the United States and other countries that purport to protect national telecommunications systems and infrastructure may reduce the global demand for products and services provided by certain of our customers in the U.S. and elsewhere. Such actions may, in turn, reduce the demand for our products. In particular, the U.S. government is pressing foreign governments to ban or severely restrict the use of Huawei equipment and services in national 5G network infrastructure. While many countries continue to allow Huawei technologies in 5G network infrastructure, such restrictions have been implemented in several countries, including the United States, the United Kingdom, Australia, Japan and New Zealand, and other countries have not yet decided.
In addition, in June 2020, the U.S. Federal Communications Commission, or FCC, designated ZTE and Huawei as national security threats and prohibited money from the FCC’s Universal Service Fund from being used to purchase, obtain, maintain, improve, modify or otherwise support any equipment or services produced or provided by ZTE or Huawei.
Pursuant to an executive order issued in May 2019 and extended in May 2020, the U.S. government is developing a new regulatory mechanism through which it may review and potentially block imports into the United States of certain information and communications products and services designed, developed, manufactured, or supplied by entities owned by, controlled by, or subject to the jurisdiction or direction of a foreign adversary, where the transaction presents an undue risk to U.S. information and communications technology or services, critical infrastructure or the digital economy of the United States, or other unacceptable risks to the national security of the United States or the security and safety of United States persons.
A similar type of supply chain risk regulation has already been imposed in U.S. government contracting regulations, which were revised in August 2019 to prohibit U.S. government agencies from directly or indirectly procuring, or obtaining, or extending or renewing contracts to procure or obtain, certain equipment, systems or services that include, as a substantial or essential component or critical technology, certain equipment or services produced or provided by Huawei or ZTE, or their subsidiaries or affiliates, or, with respect to certain video surveillance and telecommunications equipment or services, produced
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or performed by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company, or their subsidiaries or affiliates. These restrictions may be extended to target additional suppliers. A further rule effective in August 2020 extended these restrictions to prohibit the award, extension or renewal of U.S. government contracts to entities that use the restricted equipment or services, even if such use is unrelated to any U.S. government contract. In addition, recipients of U.S. government grant or loan funding are prohibited from using such funding for acquiring the restricted equipment or services, or equipment, systems or services that use them. U.S. regulators are reportedly considering additional measures that could be used to remove companies such as ZTE and Huawei from the supply chains of U.S. companies.
We are required to comply with various data protection laws and regulations in each of the states and countries where we maintain offices or conduct business, including laws and regulations relating to data privacy, security, and breach notification and reporting. These laws and regulations, known as data protection regulations, are complex, frequently conflict with one another, and have become more onerous in recent years. Complying with existing and future regulatory requirements relating to data privacy, security and breach response could cause us to incur substantial expenses and may require us to change our business practices in a manner that could harm our business and any non-compliance may result in lawsuits, regulatory fines, or other actions or liability. Our business may also be harmed if these privacy-related laws or any newly adopted privacy-related laws are interpreted or implemented in a manner that is inconsistent among different states and countries or inconsistent with our current policies and practices, or those of our customers, suppliers, or other business partners. If we or our suppliers fail to comply with such laws or regulations, we could face sanctions for such noncompliance, and our customers may refuse to purchase our products, which would have a material adverse effect on our business, financial condition and results of operations.
We are also subject to various domestic and international anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, as well as other similar anti-bribery and anti-kickback laws and regulations. These laws and regulations generally prohibit companies and their intermediaries from offering or making improper payments to non-U.S. officials for the purpose of obtaining, retaining or directing business. Our exposure for violating these laws and regulations increases as our international presence expands and as we increase sales and operations in foreign jurisdictions.
The markets in which we operate are highly competitive.
The market for high-speed optical interconnect technology is highly competitive. We are aware of a number of companies that have developed or are developing coherent DSP ASICs, coherent and non-coherent PICs, 100 to 1,200 Gbps and above modules and indium phosphide based optics, among other technologies, that compete directly with some or all of our current and proposed product offerings.
Competitors may be able to more quickly and effectively:
develop or respond either directly or in partnership with other market participants to new technologies or technical standards;
react to changing customer requirements and expectations;
devote needed resources to the development, production, promotion and sale of products;
attain high manufacturing yields on new product designs;
establish and take advantage of operations in lower-cost regions;
bring relevant products to the market or enable their customers to bring relevant products to the market through a faster integration cycle; and
deliver competitive products, including products incorporating our DSP ASICs and PICs, at lower prices, with lower gross margins or at lower costs than our products.
In order to expand market acceptance of our products, we must differentiate our products from those of our competition while continuing to meet the changing needs of our customers. We cannot provide assurance that we will be successful in making this differentiation or increasing acceptance of our products as we have limited resources dedicated to marketing of our products. In addition, we may take other steps to expand market acceptance of our products, including through strategic transactions or otherwise, which steps may not be successful and may lead to a decrease in our revenues either in the short-term or long-term. The same standardization that allows for the integration of our products into diverse optical systems carries the side effect of lowing the competitive threshold for new market entrants. Established companies in related industries or newly funded companies targeting markets we serve, such as semiconductor manufacturers and data communications providers, may also have significantly more resources than we do and may in the future develop and offer competing products. Further, companies that have historically been competitors or industry participants on the component level have in the past and may
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continue to establish joint ventures or other strategic partnerships to compete with our products. All of these risks may be increased if the market were to further consolidate through mergers or other business combinations between our competitors or if more capital is invested in the market to create additional competitors.
We may not be able to compete successfully with our competitors and aggressive competition in the market may result in lower prices for our products and/or decreased gross margins. New technology and investments from existing competitors and competitive threats from newly funded companies may erode our technology and product advantages and slow our overall growth and profitability. Any such development could have a material adverse effect on our business, financial condition and results of operations.
Our sales cycles can be long and unpredictable, and our sales efforts require considerable effort and expense. As a result, our sales and revenue are difficult to predict and may vary substantially from period to period, which may cause our results of operations to fluctuate significantly.
The timing of our sales and revenue recognition is difficult to predict because of the length and unpredictability of our products’ sales cycles. A sales cycle is the period between initial contact with a prospective network equipment manufacturer customer and any sale of our products. Customer orders are complex and difficult to complete because prospective customers generally consider a number of factors over an extended period of time before committing to purchase the products we sell. Customers often view the purchase of our products as a significant and strategic decision and require considerable time to evaluate, test and qualify our products prior to making a purchase decision and placing an order. The length of time that customers devote to their evaluation, contract negotiation and budgeting processes varies significantly. Our products’ sales cycles can be lengthy in certain cases. During the sales cycle, we expend significant time and money on sales and marketing activities and make investments in evaluation equipment, all of which lower our operating margins, particularly if no sale occurs or if the sale is delayed as a result of extended qualification processes or delays from our customers’ customers. Even if a customer decides to purchase our products, there are many factors affecting the timing of our recognition of revenue, which makes our revenue difficult to forecast. For example, there may be unexpected delays in a customer’s internal procurement processes.
Even after a customer makes a purchase, there may be circumstances or terms relating to the purchase that delay our ability to recognize revenue from that purchase. For example, recognizing revenue from the sale of our products may be subject to delivery to the customer or their carrier or the products may be placed into a remote stocking location. In addition, the significance and timing of our product enhancements, and the introduction of new or similar products by our competitors, may also affect customers’ purchases both in the short-term and long-term. Further, our customers’ solutions often require components from other optical providers and any inability by those providers to ship products or maintain continuity of supply could have an impact on the sales of our customers, which impact could pass through to us. For all of these reasons, it is difficult to predict whether a sale will be completed, the particular period in which a sale will be completed or the period in which revenue from a sale will be recognized. If our sales cycles lengthen, our revenue could be lower than expected, which would have an adverse effect on our business, financial condition, results of operations and prospects.
The industry in which we operate is volatile and subject to significant cyclicality.
Industries focused on semiconductor and optical network technologies can be volatile and highly cyclical. The markets are characterized by constant and rapid technological change and price erosion, increasing effects of competition, and frequent new product introductions and technology displacement, including those driven by fragmented and proprietary system designs. The industries are further impacted by evolving technical standards, short product life cycles both for semiconductors and optical technologies and for many of the end products in which they are used, and changes in end market demand, as the industry has recently experienced across China, as well as within inter-data center and metro markets. In addition, product demand in the markets in which we compete is tied to the aggregate capital expenditures of telecommunications and network and content service providers as they build out and upgrade their network infrastructure. Capital expenditures can be highly cyclical due to the importance and focus of local initiatives, such as the ongoing telecommunications build out and upgrade in China and the expansion of the inter-data center market, government funding and other factors, thus resulting in wide fluctuations in product supply and demand. From time to time, these factors, together with changes in general economic conditions, have caused significant industry upturns and downturns that have had a direct impact on the financial stability of our customers, their customers and our suppliers. Periods of industry downturns have been characterized by diminished demand for products, unanticipated declines in telecommunications and communications system capital expenditures, industry consolidation, excess capacity compared to demand, high inventory levels and periods of inventory adjustment, under-utilization of manufacturing capacity, changes in revenue mix and erosion of average selling prices, any of which could result in an adverse effect on our business, financial condition and results of operations. We expect our business to continue to be subject to cyclical downturns, such as the cyclical downturn in China between 2017 and 2019, even when overall economic conditions are relatively stable. Additionally, although conditions in China began to improve in 2019, the impact of COVID-19 on China and the risk of the pandemic returning to China in the future, combined with the impact of governmental policy, has adversely
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impacted, and may continue to adversely impact, China which may adversely impact overall economic conditions in China and lead to an extended or new cyclical downturn. To the extent we cannot offset recessionary periods or periods of reduced growth that may occur in the industry or in our target markets in particular through increased market share or otherwise, our business can be adversely affected, revenue may decline and our financial condition and results of operations may be harmed. In addition, in any future economic downturn or periods of inflationary increase we may be unable to reduce our costs quickly enough to maintain profitability levels.

If we fail to attract, retain and motivate key personnel, or if any of our key personnel become ill, are required to self-quarantine or otherwise become unwilling or unable to perform their duties as a result of the COVID-19 pandemic, our business could suffer.
Our business depends on the services of highly qualified employees in a variety of disciplines, including optical systems and networking, digital signal processing, large-scale ASIC design and verification, mixed-signal ASIC design, silicon photonic integration, system software development, hardware design and high-speed electronics design. Our success depends on the skills, experience and performance of these employees and members of our senior management team, as well as our ability to attract and retain other highly qualified management and technical personnel. There is intense competition for qualified personnel in our industry and a limited number of qualified personnel with expertise in the areas that are relevant to our business, and as a result we may not be able to attract and retain the personnel necessary for the expansion and success of our business. Competition for qualified personnel and the ability to attract and onboard such quality personnel may increase, perhaps significantly, as a result of COVID-19 related preventative measures. All of our founders are currently employees of our company. The loss of services of any of our founders, other members of our senior management team or key personnel, or our inability to continue to attract qualified personnel, could have a material adverse effect on our business. In addition, in response to the COVID-19 pandemic, we modified our business practices to include company-wide travel and visitor restrictions, work-from-home policies, social distancing and various other recommended preventive measures. These measures have affected the way we conduct our product development, validation, and qualification, customer support, and other activities, and apply to all our employees worldwide, including our key personnel, some of whom continue to work onsite supporting our business-critical operations. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus, and disruptions to our business operations resulting from illness, quarantines, self-isolation or on the ability of our employees to perform their jobs or work onsite could lead to unavailability of key personnel and could harm our ability to develop and design our products in a timely manner or meet required milestones or customer commitments.
Customer requirements for new products, as well as specifications established by industry groups and standards bodies, are increasingly challenging, which could lead to significant executional risk in designing such products or make our products obsolete. We may incur significant expenses long before we can recognize revenue from new products, if at all, due to the costs and length of research, development and manufacturing process cycles.
Network equipment manufacturers seek increased performance optical interconnect products, at lower prices and in smaller and lower-power designs. These requirements can be technically challenging, and are sometimes customer-specific, which can require numerous design iterations. Because of the increasing level of complexity of design requirements, including stringent customer-imposed acceptance criteria and specifications established by industry groups or standards bodies, executing on our product development goals is difficult and sometimes unpredictable. These difficulties could result in product sampling delays and/or missing targets on key specifications and customer requirements and acceptance criteria. Our failure to meet our customers’ requirements could result in our customers seeking alternative suppliers, which would adversely affect our reputation and results of operations.
We design our products to conform to regulations established by governments and to standards set by industry groups and standards bodies worldwide. Various industry groups are currently considering whether and to what extent to create standards applicable to our current products or those under development. 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, or if our customers prefer a proprietary solution, we may 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 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 net revenues and results of operations would suffer.
Additionally, we and our competitors often incur significant research and development and sales and marketing costs for products that, at the earliest, will be purchased by our customers long after much of the cost is incurred and, in some cases, may never be purchased due to changes in industry or customer requirements in the interim.
We depend on third parties for a significant portion of the fabrication, assembly and testing of our products.
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The fabrication, assembly and testing of our products is done by third-party contract manufacturers, foundries and other service providers. As a result, we face competition for manufacturing capacity in the open market. We rely on foundries to manufacture wafers and on third-party contract manufacturers to assemble, test and manufacture substantially all of our coherent DSP ASICs, silicon PICs, modules and other components. Our contract manufacturers, foundries and other service providers implement any customer-specific configurations and packaging before customer shipments. Accordingly, we cannot directly control our product delivery schedules and quality assurance. This lack of control has in the past and in the future could result in product shortages or quality assurance problems. For example, we experienced product shortages in the second quarter of 2017 in connection with the Quality Issue. These issues have in the past and in the future could delay shipments of our products, increase our assembly or testing costs or lead to costly epidemic failure claims. In addition, the consolidation of contract manufacturers and foundries, as well as the increasing capital intensity and complexity associated with fabrication in smaller process geometries, has limited the number of available contract manufacturers and foundries and increased our dependence on a smaller number of contract manufacturers and foundries. The limited number of contract manufacturers or foundries could also increase the costs of components or manufacturing and adversely affect our results of operations, including our gross margins. In addition, to the extent we engage additional contract manufacturers or foundries, introduce new products with new manufacturers or foundries, move existing production lines to new manufacturers or foundries and/or vertically integrate processes by assuming new responsibilities internally, we could experience supply disruptions during the transition process.
Further, our third-party contract manufacturers, foundries and other service providers have significant manufacturing operations in China, Singapore, Taiwan, Thailand and the United States, and each of these countries has been affected by the COVID-19 pandemic and have taken and continue to take measures to try to contain it. These measures have in some instances resulted in temporary shutdowns, reduction in capacity utilization and disruption in the movement of components and products through our supply chain. In addition, certain of our third-party contract manufacturers, foundries and other service providers have been and will be disrupted by worker absenteeism, quarantines and travel and health-related restrictions that impact the ability of their facilities to operate at full capacity. While we are staying in close communication with these business partners and acting to mitigate the impact of this dynamic and evolving situation, the duration, nature and extent of the effect of the COVID-19 pandemic on our supply chain is not determinable and depends on future developments, which are highly uncertain and cannot be predicted.
Because we rely on third-party contract manufacturers, foundries and other service providers, we face several significant risks in addition to those discussed above, including:
a lack of guaranteed supply of manufactured wafers and other raw and finished components and incorporated products and potential higher wafer, component and incorporated product prices due to limited and, at times, single-source, suppliers and industry-wide component constraints;
the limited availability of, or potential delays in obtaining access to, key process and leading edge technologies;
the location of contract manufacturers, foundries and other service providers in regions that are subject to earthquakes, typhoons, tsunamis and other natural disasters;
the location of contract manufacturers, foundries and other service providers in regions that are and historically have been disproportionately impacted by major public health issues, such as the ongoing COVID-19 pandemic, and our inability to effectively manage, staff and oversee the activities of these providers while COVID-19 related travel bans and restrictions, quarantines, shelter-in-place/stay-at-home and social distancing orders remain in place;
competition with our contract manufacturers’, foundries’ and other service providers’ other customers for allocated capacity or supply during periods of capacity constraint or supply shortages; and
potential regulatory changes, including in the United States, that could in the future prohibit, or increase our costs relating to, the use of contract manufacturers, foundries and other service providers in certain regions.
The manufacture of our products is a highly complex and technologically demanding process that utilizes many state of the art manufacturing processes and specialized components. Our foundries, suppliers, and contract manufacturers have from time to time experienced lower than anticipated manufacturing yields for our wafers or PIC components and modules. This often occurs during the production or assembly of new products or the installation and start-up of new process technologies and can occur even in mature processes due to break downs in mechanical systems, process controls, clean room controls, equipment failures, environmental controls and conditions, calibration errors and the handling of the material from station to station as well as damage resulting from the shipment and handling of the products to various points of processing and from changes to and turnover of trained personnel that assemble, test and package our products.
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We depend on a limited number of suppliers, some of which are sole sources, and our business could be disrupted if they are unable to meet our needs.
We depend on a limited number of suppliers of the key materials, including silicon wafers, substrate materials and components, equipment used to manufacture and test our products, and key design tools used in the design, testing and manufacturing of our products. Some of these suppliers are sole sources and in certain instances we face capacity competition from some of our suppliers. With some of these suppliers, we do not have long-term agreements and instead purchase materials and equipment through a purchase order process. As a result, these suppliers may stop supplying us materials and equipment, become subject to new regulatory restrictions, delays or fees that impact their ability to work with us, limit the allocation of supply and equipment to us due to increased industry demand or significantly increase their prices at any time with little or no advance notice. Our reliance on sole source suppliers or a limited number of suppliers could result in delivery problems, reduced control over product pricing and quality, and our inability to identify and qualify another supplier in a timely manner. Some of our suppliers may experience quality, manufacturing or financial difficulties that could cause them to terminate development efforts related to, or prevent them from supplying to us in desired quantities, or at all, materials, or equipment used in, the design and manufacture of our products. In addition, our suppliers, including our sole source suppliers, may experience manufacturing delays or shutdowns due to circumstances beyond their control such as labor issues, political unrest, natural disasters or major public health issues. For example, certain of our contract manufacturers and suppliers have experienced manufacturing delays and shutdowns as a result of the ongoing COVID-19 pandemic. Our suppliers, including our sole source suppliers, could also determine to discontinue the manufacture of materials, components, equipment or tools that may be difficult for us to obtain from alternative sources. In addition, the suppliers of design tools that we rely on may not maintain or advance the capabilities of their tools in a manner sufficient to meet the technological requirements for us to design advanced products or provide such tools to us at reasonable prices. Further, the industry in which our suppliers operate is subject to a trend of consolidation. To the extent this trend continues, we may become dependent on even fewer suppliers to meet our material and equipment needs. In the event we need to establish relationships with additional suppliers, doing so may be a time-consuming process and require that we agree to terms, including on costs, that are less favorable to us, and there are no assurances that we would be able to enter into necessary arrangements with these additional suppliers in time to avoid supply constraints in sole sourced components.
Any supply deficiencies or industry allocation shortages relating to the materials, equipment or tools we use to design and manufacture our products could materially and adversely affect our ability to fulfill customer orders and our results of operations. Lead times for the purchase of certain materials, equipment and tools from suppliers have increased and in some instances, have exceeded the lead times provided to us by our customers. In some cases, these lead time increases have limited our ability to respond to or meet customer demand. We have in the past and may in the future, experience delays or reductions in supply shipments, which could reduce our revenue and profitability. In addition, potential regulatory changes, including in the United States, could in the future prohibit, or increase our costs relating to, the use of suppliers in certain regions. If key components or materials are unavailable, our costs would increase and our revenue would decline.
We may not be able to manufacture our products in volumes or at times sufficient to meet customer demands, which could result in delayed or lost revenue and harm to our reputation.
Given the high level of sophisticated functionality embedded in our products, our manufacturing processes are complex and often involve more than one manufacturer. This complexity may result in lower manufacturing yields and may make it more difficult for our current and future contract manufacturers to scale to higher production volumes. In addition, as a result of the ongoing COVID-19 pandemic, certain of our suppliers have shifted some of their manufacturing capacity to the production of personal protective equipment, medical devices or subcomponents and other COVID-19 related activities, which has extended, and could continue to extend, lead times and the overall availability of components and other materials used in the manufacture of our products. If we are unable to manufacture our products in volumes or at times sufficient to meet demand, our customers could postpone or cancel orders or seek alternative suppliers for these products, or lower cost, easier to manufacture competitive products, which would harm our reputation and adversely affect our results of operations.
If our customers do not qualify our manufacturing lines or the manufacturing lines of our subcontractors for volume shipments, our operating results could suffer.
Our manufacturing lines have passed our qualification standards, as well as our technical standards. However, our customers may also require that our manufacturing lines pass their specific qualification standards and that we, and any subcontractors that we may use, be registered under international quality standards. In addition, many of our customers require that we maintain our ISO certification. In the event we are unable to maintain process controls required to maintain ISO certification, or in the event we fail to pass the ISO certification audit for any reason, we could lose our ISO certification. In addition, we may encounter quality control issues in the future as a result of relocating our manufacturing lines or ramping new
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products to full volume production. We may be unable to obtain customer qualification of our or our subcontractors’ manufacturing lines or we may experience delays in obtaining customer qualification of our or our subcontractors’ manufacturing lines. Such delays or failure to obtain qualifications would harm our operating results and customer relationships. If we introduce new contract manufacturers and move any production lines from existing internal or external facilities, the new production lines will likely need to be re-qualified with our customers. Any delay in the qualification of our or our subcontractors’ manufacturing lines may adversely affect our operations and financial results. Any delay in the qualification or requalification of our or our subcontractors’ manufacturing lines may delay the manufacturing of our products or require us to divert resources away from other areas of our business, which could adversely affect our operations and financial results.
Our results of operations may suffer if we do not effectively manage our inventory, and we may continue to incur inventory-related charges.
We need to manage our inventory of component parts and finished goods effectively to meet changing customer requirements. Accurately forecasting customers’ product needs is difficult. Our product demand forecasts are based on multiple assumptions, each of which may introduce error into our estimates. In the event we overestimate customer demand or if our customers overstate their demand for our products to us in an attempt to mitigate potential future COVID-19 related supply shortages, we may allocate resources to manufacturing products that we may not be able to sell. As a result, we could hold excess or obsolete inventory, which would reduce our profit margins and adversely affect our financial results. Conversely, if we underestimate customer demand or if sufficient manufacturing capacity or critical components are unavailable, we could forego revenue opportunities, lose market share and damage our customer relationships. 
Also, due to our industry’s use of inventory management techniques, such as direct order fulfillment, to reduce inventory levels and the period of time inventory is held, any disruption in the supply chain could lead to more immediate shortages in product or component supply. Additionally, any enterprise system failures, including implementing new systems or upgrading existing systems that help us manage our financial, purchasing, inventory, sales, invoicing and product return functions, could harm our ability to fulfill orders and interrupt other billing and logistical processes.
Some of our products and supplies have in the past, and may in the future, become obsolete or be deemed excess while in inventory due to rapidly changing customer specifications, changes to product structure, components or bills of material as a result of engineering changes, or a decrease in customer demand. We also have exposure to contractual liabilities to our contract manufacturers for inventories purchased by them on our behalf, based on our forecasted requirements, which may become excess or obsolete. Our inventory balances also represent an investment of cash. To the extent our inventory turns are slower than we anticipate based on historical practice, our cash conversion cycle extends and more of our cash remains invested in working capital. If we are not able to manage our inventory effectively, we may need to write down the value of some of our existing inventory or write off non-saleable or obsolete inventory. We have from time to time incurred significant inventory-related charges and taken excess or obsolete inventory from our contract manufacturers. Incurring any such charges or taking any such inventory in future periods could materially and adversely affect our results of operations.
Certain of our customers may require that we ship our finished products to a central location, which is not controlled by us. If that facility is damaged, or if our relationship with that facility deteriorates, we may suffer losses or be forced to find an alternate facility. In addition, revenue is only recognized once our customers take delivery of the products from this location, rather than when we ship them, which could have an adverse effect on our results of operations. We often lack insight into when customers will take delivery of our products, making it difficult to forecast our revenue.
Our revenue growth rate in prior periods is not likely to be indicative of our future growth or performance.
Our revenue growth rate in prior periods is not likely to be indicative of our future growth or performance. During the years ended December 31, 2020, 2019 and 2016, we experienced revenue growth rates of 26%, 37% and 100%, respectively, as compared to the immediately preceding year. Conversely, during the years ended December 31, 2018 and 2017 our revenue declined 12% and 19% respectively, as compared to the immediately preceding year. The revenue growth rates we experienced in the years ended December 31, 2020, 2019 and 2016 are not likely to be repeated in future periods. Our revenue for any prior annual or quarterly period should not be relied upon as any indication of our future revenue or revenue growth. In addition, the ongoing COVID-19 pandemic has adversely affected and may in the longer term adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect the demand for our products. If we are unable to maintain consistent revenue or revenue growth, our business, financial condition, results of operations and prospects could be materially adversely affected.
We may not be able to successfully manage our business if we are unable to maintain our internal systems, processes and controls.
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In order to effectively manage our operations and any future growth, we need to continue to maintain our internal systems, processes and controls. Furthermore, in light of the ongoing COVID-19 pandemic, modified processes, procedures and controls may be required to respond to changes in our business environment, as the vast majority of our employees are required to work from home and many onsite locations remain closed. We may not be able to successfully maintain and implement improvements to our internal control systems, processes and controls in an efficient, cost effective or timely manner. In addition, our systems and processes, including any that we adopt in response to COVID-19 related changes in our business environment, may not prevent or detect all errors, omissions or fraud. We may experience difficulties in maintaining and managing improvements to our systems or processes and controls, which could impair our ability to provide products to our customers in a timely manner, causing us to lose customers, limit us to smaller deployments of our products or increase our technical support costs.
If we do not effectively expand and train our direct sales force, we may be unable to add new customers or increase sales to our existing customers, and our business will be adversely affected.
We depend on our direct sales force to increase sales with existing customers and to obtain new customers. As such, we have invested and will continue to invest in our sales organization. In recent periods, we have been adding personnel and other resources to our sales function as we focus on growing our business, entering new markets and increasing our market share, and we expect to incur additional expenses in expanding our sales personnel in order to achieve revenue growth. There is significant competition for sales and sales operations personnel with the skills and technical knowledge that we require. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training, retaining and integrating sufficient numbers of sales personnel to support our growth, particularly in international markets. New hires require significant training and may take significant time before they achieve full productivity. Additional personnel may not become productive as quickly as we expect, and we may be unable to hire, retain or integrate into our corporate culture sufficient numbers of qualified individuals in the markets where we do business or plan to do business. If we are unable to hire, integrate and train a sufficient number of effective sales personnel, or the sales personnel we hire are not successful in increasing sales to our existing customer base or obtaining new customers, our business, financial condition, results of operations and prospects will be adversely affected.
Most of our long-term customer contracts do not commit customers to specified purchase commitments, and our customers may decrease, cancel or delay their purchases at any time with little or no advance notice to us.
Most of our customers purchase our products pursuant to individual purchase orders or contracts that do not contain purchase commitments. Although some of our customers have committed, subject to agreed upon terms and conditions, including reschedule and cancellation rights, to purchase a specified share of their required volume for a particular product from us, monitoring and enforcing these commitments can be difficult. Some customers provide us with their expected, non-binding forecasts for our products several months in advance, but customers may decrease, cancel or delay purchase orders already in place, and the impact of any such actions may be intensified given our dependence on a small number of large customers. If any of our major customers decrease, stop or delay purchasing our products, or change the mix of our products that they are purchasing, for any reason, our business and results of operations would be harmed. For example, one of our larger customers provided a non-binding forecast for 2018, but actual orders were approximately 40% lower than the forecasted amount. Also, several of our customers have historically experienced period-to-period demand variability or elected to defer purchases scheduled for the fourth quarter into the first quarter of the following year, resulting in a decrease in our anticipated revenue during the fourth quarter. Our customers often lack visibility to end customer demand, and in the event that any of our customers lose significant market share with one or more end customers, those losses could pass through to us and materially and adversely affect our results of operations. Cancellation or delays of such orders may cause us to fail to achieve our short-term and long-term financial and operating goals and result in excess and obsolete inventory.
We may face product liability and other types of claims, which could be expensive and time consuming and result in substantial damages to us and increases in our insurance rates.
Despite quality assurance measures, defects may occur in our products. The occurrence of any defects in our products could give rise to product liability or epidemic failure claims, which could divert management’s attention from our core business, be expensive to defend, result in the loss of key customer contracts and result in sizable damage awards against us and, depending on the nature or scope of any network outage caused by a defect in or epidemic failure related to our products, could also harm our reputation. Our current insurance coverage may not be sufficient to cover these claims. Moreover, in the future, we may not be able to obtain insurance in amount or scope sufficient to provide us with adequate coverage against potential liabilities. Any product liability claims brought against us, with or without merit, could increase our product liability insurance rates or prevent us from securing continuing coverage, could harm our reputation in the industry and reduce product
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sales. We would need to pay any product losses in excess of our insurance coverage out of cash reserves, harming our financial condition and adversely affecting our financial performance and operating results.
In addition, we have also been forced to expend significant resources in the defense of the matters brought against us as described in Part I, Item 3 “Legal Proceedings” in this Annual Report on Form 10-K and Litigation Contingency within Note 13, Commitments and Contingencies, of the “Notes to Consolidated Financial Statements” contained in Part II, Item 8 of this Annual Report on Form 10-K, and we may need to continue to do so in the future. Class action, derivative lawsuits and other securities or other litigation, whether successful or not, could result in substantial costs, damage, indemnification or settlement awards and divert management’s attention and resources from running our business, which could materially harm our reputation, financial condition and results of operations.
Our business and operating results may be adversely affected by natural disasters, major public health issues, including the ongoing COVID-19 pandemic, or other catastrophic events beyond our control.
Our internal manufacturing headquarters and new product introduction labs, design facilities, assembly and test facilities, and supply chain, and those of our contract manufacturers, are subject to risks associated with natural disasters, such as earthquakes, fires, tsunami, typhoons, volcanic activity, floods and major public health issues, including pandemics, as well as other events beyond our control such as power loss, facilities structural damage, telecommunications failures, system failures or Internet failures and uncertainties arising out of terrorist attacks in the United States and armed conflicts or terrorist attacks overseas. The majority of our semiconductor products are currently fabricated and assembled in China, Japan, Malaysia, Philippines, Singapore, Taiwan and the United States. The majority of the internal and outsourced assembly and test facilities we utilize or plan to utilize are located in China, Taiwan and Thailand, countries that have been affected by the COVID-19 pandemic and have taken and continue to take measures to try and contain it. There is considerable uncertainty regarding such measures and potential future measures, and restrictions on the ability of our employees to travel to and access these facilities or on our support operations, or similar limitations imposed on our assembly and fabrication partners, could limit our capacity to meet customer demand and have a material adverse effect on our financial condition and results of operations. Additionally, some of our internal design, assembly and test facilities are located in California (design only), New Jersey and Massachusetts, regions with significant community spread of COVID-19 and a history of severe weather activity and, in the case of California, above average seismic activity and wildfires. Further, our research and development personnel are concentrated primarily in our headquarters in Maynard, Massachusetts and in our research center in Holmdel, New Jersey. Any catastrophic loss or significant disruption or damage to any of these facilities or to any facilities that we use in the future would likely disrupt our operations, delay production, and adversely affect our product development schedules, shipments and revenue. For example, as a result of the extension of the lunar new year holidays in China due to the COVID-19 pandemic, shipments of certain supplies and components used by our contract manufacturers in the manufacture of our products and the operations of our contract manufacturers and other suppliers were disrupted, which resulted in delayed shipment of certain of our products to our customers during the first quarter of 2020. In addition, any such catastrophic loss or significant damage could result in significant expense to repair or replace the facility and could significantly curtail our research and development efforts in a particular product area or primary market, which could have a material adverse effect on our operations and operating results.
Breaches, failures or interruptions of our cybersecurity systems could degrade our ability to conduct our business operations and deliver products to our customers, compromise the integrity of the software embedded in our products, result in significant data losses and the theft of our intellectual property, damage our reputation, expose us to liability to third parties and require us to incur significant additional costs to maintain the security of our networks and data.
We increasingly depend upon our information technology, or IT, systems to conduct virtually all of our business operations, ranging from our internal operations and product development and manufacturing activities to our marketing and sales efforts and communications with our customers and business partners. While we have developed and implemented security measures and internal controls designed to prevent, detect and respond to cyber and other security threats and incidents, such measures cannot guarantee security and may not be successful in preventing security breaches.
In the ordinary course of business, we are subject to and have experienced incursion attempts from a variety of sources, including phishing and malware attacks or other malfeasance. Computer programmers may attempt to penetrate our network security, or that of our website and email services, and misappropriate our proprietary information, provide false or misleading instructions to our personnel, embed malicious code in our products or cause interruptions of our service. Work-from-home and other measures that we have adopted in response to the COVID-19 pandemic introduce additional cybersecurity risks. Because the techniques used by such computer programmers to access or sabotage networks change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques. In addition, sophisticated hardware and operating system software and applications that we produce or procure from third parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the system. We have
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also outsourced a number of our business functions to third-party contractors, including our manufacturers and logistics providers, and our business operations also depend, in part, on the success of our contractors’ own cybersecurity measures and adherence to their contractual obligations to us, including in connection with their use of and access to our systems. Additionally, we depend upon our employees, customers, suppliers, manufacturers, contractors and other third parties, or our related parties, to appropriately handle confidential data and deploy our IT resources in a safe and secure fashion that does not expose our network systems to security breaches and the loss of data. Data may be accessed or modified improperly as a result of related party theft, error or malfeasance and third parties may attempt to fraudulently induce our related parties into disclosing sensitive information such as user names, passwords or other information in order to gain access to our data or IT systems or our related parties’ data or IT systems. These types of breaches of our cybersecurity may compromise our confidential information and/or our financial information and adversely affect our business or result in legal proceedings. In addition, if our cybersecurity systems and those of our related parties fail to protect against unauthorized access, sophisticated cyberattacks and the mishandling of data by our related parties, our ability to conduct our business effectively could be damaged in a number of ways, including:
sensitive data regarding our related parties or business, including intellectual property and other proprietary data, could be stolen;
our electronic communications systems, including email and other methods, could be disrupted, and our ability to conduct our business operations could be seriously damaged until such systems can be restored;
our ability to process customer orders and deliver products could be degraded or disrupted, resulting in delays in revenue recognition; and
defects and security vulnerabilities could be introduced into the software embedded in or used in the development of our products, thereby damaging the reputation and perceived reliability and security of our products.
The steps we have taken to protect our intellectual property rights and data may be inadequate to protect such assets from disclosure or theft by third parties. If unauthorized disclosure or theft were to occur, we might not be able to prevent others from using what we regard as our intellectual property and data to compete with us. Existing trade secret, copyright, patent and trademark laws offer only limited protection. In addition, the laws of some foreign countries do not protect our intellectual property rights and data or allow enforcement of confidentiality covenants to the same extent as the laws of the United States. For example, doing business in China poses risks, including but not limited to, theft of intellectual property and data and potentially different treatment of foreign owned intellectual property rights and data than that owned or developed in China. If we have to resort to legal proceedings to enforce our intellectual property rights or protect our data, the proceedings could be burdensome, protracted and expensive and could involve a high degree of risk and be unsuccessful.
Should any of the above events occur, we could be subject to significant claims for liability from our customers and regulatory actions from governmental agencies, including sanctions and civil or criminal penalties. In addition, our ability to protect our intellectual property rights could be compromised and our reputation and competitive position could be significantly harmed. Additionally, we could incur significant costs in order to upgrade our cybersecurity systems and remediate damages. Consequently, our competitive position, reputation, financial performance and results of operations could be adversely affected.
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 operations and our products are subject to a variety of 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, the handling and disposal of hazardous substances and wastes, employee health and safety and the use of hazardous materials in, and the recycling of, our products. Failure to comply with present and future environmental, health or safety requirements, or the identification of contamination, could cause us to incur substantial costs, monetary fines, civil or criminal penalties and curtailment of operations. In addition, these laws and regulations have increasingly become more stringent over time. The identification of presently unidentified environmental conditions, more vigorous enforcement of current environmental, health and safety requirements by regulatory agencies, the enactment of more stringent laws and regulations or other unanticipated events could restrict our ability to use or expand our facilities, require us to incur 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.
If we do not achieve the anticipated financial, operational and effective tax rate efficiencies expected from our corporate tax structure, our financial condition and results of operations could be adversely affected.
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In 2015, we implemented a reorganization of our corporate structure and intercompany relationships to more closely align our corporate structure with the international nature of our business activities. This corporate restructuring has allowed us to achieve financial and operational efficiencies and to reduce our overall effective tax rate through changes in our international procurement, manufacturing and sales operations, and in the ways we develop, own and use certain intellectual property. This corporate restructuring has also allowed us to achieve financial and operational efficiencies.
The Tax Act, enacted in December 2017, made far-ranging changes to the U.S. corporate tax system that previously existed. This legislation established a quasi-territorial system for taxing foreign-source income of multinational corporations and, among other items, made changes to the rules governing taxable and tax-free cross-border transfers of intangible property. Certain changes to the U.S. corporate tax system resulting from the Tax Act, mainly that foreign earnings are no longer deferred but are currently subject to U.S. taxes, have, and are expected to continue to, negatively affect the financial, operational and effective tax rate efficiencies of this corporate restructuring.
We cannot provide assurance that these tax benefits and operational efficiencies will continue into future periods. Our efforts in connection with this corporate restructuring have required and will continue to require us to incur expenses for which we may not realize related benefits. If any of the tax benefits are challenged by the applicable taxing authorities upon audit or if there are adverse changes in domestic or international tax laws, including any legislation enacted in pursuance of the Base Erosion and Profit Shifting Initiative, described below, our results of operations may be negatively affected. In addition, if we do not operate our business in a manner that is consistent with this corporate restructuring or any applicable tax laws, we may fail to achieve the financial, operational and effective tax rate efficiencies that we anticipate and our results of operations may be negatively affected. Our tax structure and intercompany relationships are subject to change now that the Merger has been consummated.
The implementation of our corporate restructuring increases the likelihood that unfavorable tax law changes, unfavorable government review of our tax returns, changes in our geographic earnings mix or imposition of withholding taxes on repatriated earnings could have an adverse effect on our effective tax rate and our operating results.
We have expanded and may continue to expand our operations into multiple non-U.S. jurisdictions in connection with our 2015 corporate restructuring, including those having tax rates higher and lower than those we are subject to in the United States. As a result, our effective tax rate will be influenced by the amounts of income and expense attributed to each such jurisdiction, which is materially affected by our valuation and pricing of intercompany transactions, both of which can be based on significant management assumptions or estimates. If such amounts were to change so as to increase the amounts of our net income subject to taxation in higher tax jurisdictions, or if we were to commence operations in jurisdictions assessing relatively higher tax rates, our effective tax rate could be adversely affected. In addition, the COVID-19 pandemic and responsive measures related thereto could materially change the geographic mix of revenue earned in U.S. and non-U.S. jurisdictions, as well as the income and expense attributed to such jurisdictions. As a result, the COVID-19 pandemic and responsive measures related thereto could have a material impact on our effective tax rate. As a result of our corporate restructuring, we will be subject to periodic audits or other reviews by tax authorities in the jurisdictions in which we conduct our activities in the future and there is a risk that the tax authorities could challenge our tax positions, including the assumptions and estimates on which we base the valuation and pricing of intercompany transactions.
The Tax Act established a quasi-territorial system for taxing foreign-source income of multinational corporations and other tax proposals are being considered by legislative bodies in some of the foreign jurisdictions in which we operate that could negatively affect our effective tax rate and other tax liabilities.
We cannot predict the form or timing of potential legislative changes, but any newly enacted tax law could have a material adverse impact on our tax provision, net income and cash flows. This could result in additional tax liabilities or other adjustments to our historical results. Our tax structure and intercompany relationships are subject to change now that the Merger has been consummated.
The final determination of our income tax liability may be materially different from our income tax provision.
The final determination of our income tax liability, which includes the impact of our corporate restructuring, may be materially different from our income tax provision. We are subject to income taxes in the United States and, as a result of our corporate restructuring, have become subject to income taxes in international jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are some transactions where the ultimate tax determination is uncertain. Additionally, our calculations of income taxes are based on our interpretations of applicable tax laws in the jurisdictions in which we file or will file as a result of the implemented corporate restructuring. Although we believe our tax estimates, which include the impact of anticipated tax benefits in connection with our corporate restructuring, are and will be appropriate, the ultimate tax outcome may materially differ from the tax amounts
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recorded in our consolidated financial statements and may materially affect our income tax provision, net income or cash flows in the period or periods for which such determination is made.
We are also subject to periodic examination of our income tax returns by the Internal Revenue Service, or IRS, in the United States and will be subject to periodic examination of our income tax and other returns by taxing authorities in other tax jurisdictions. For example, we have been selected for examination by the IRS for our income tax years 2014 through 2017 and by the State of New Jersey for income tax years 2015 through 2017. We assess and will continue to assess on a regular basis the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. The outcomes from these examinations may have an adverse effect on our operating results and financial condition.
Furthermore, our provision for income tax could increase as we further expand our international operations, adopt new products or undertake intercompany transactions in light of acquisitions, changing tax laws, expiring rulings and our current and anticipated business and operational requirements. Our tax structure and income tax liabilities are subject to change now that the Merger has been consummated.
Our ability to utilize certain net operating loss carryforwards and tax credit carryforwards may be limited under Sections 382 and 383 of the Internal Revenue Code.
As of December 31, 2020, we had net operating loss carryforward amounts, or NOLs, of approximately $1.3 million and $140.2 million for U.S. federal and state income tax purposes, respectively, and research and development and other credit carryforward amounts of approximately $21.0 million, $27.1 million and $1.9 million for U.S. federal, state and foreign income tax purposes, respectively. The state net operating loss carryforwards and portions of the federal net operating loss carryforward will expire at various dates beginning in 2029 through 2040. Federal net operating loss carryforwards generated after December 31, 2017 are subject to carryforward indefinitely. The federal and state tax credit carryforwards will expire at various dates beginning in 2020 through 2040 and $0.6 million of such carryforwards will expire between 2020 and 2023 if not used. Utilization of these net operating loss and tax credit carryforward amounts could be subject to a substantial annual limitation if ownership changes under Sections 382 and 383 of the Internal Revenue Code and similar state provisions are triggered by changes in the ownership of our capital stock. Our existing NOLs may be subject to limitations arising from previous ownership changes, including in connection with our initial public offering, or IPO, a follow-on offering in 2016, and any future follow-on public offerings. Future changes in our stock ownership, some of which are outside of our control, could result in an ownership change. There is also a risk that due to regulatory and legislative changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities. Additionally, state NOLs generated in one state generally cannot be used to offset income generated in another state. For these reasons, we may be limited in our ability to fully utilize the tax benefit from the use of our NOLs, even if our profitability would otherwise allow for it. Our tax NOLs and carryforwards are subject to change now that the Merger has been consummated.
We are a multinational organization faced with increasingly complex tax issues in many jurisdictions, and we could be obligated to pay additional taxes in various jurisdictions, including in the United States.
As a multinational organization, we are subject to taxation in jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. The amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, which could have a material adverse effect on our liquidity and operating results. In addition, the authorities in these jurisdictions could review our tax returns and impose additional tax, interest and penalties, and the authorities could claim that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries, any of which could have a material impact on us and the results of our operations.
There is growing pressure in many jurisdictions (including the United States) and from multinational organizations such as the Organization for Economic Co-operation and Development, or OECD, and the European Union, or EU, to amend existing international tax rules in order to render them more responsive to current global business practices. For example, the OECD has published measures for reform of the international tax rules as a product of its Base Erosion and Profit Shifting, or BEPS, initiative, which aims to standardize and modernize global tax policy and was endorsed by the G20 finance ministers. Many of the initiatives in the BEPS package will require amendments to the domestic tax legislation of various jurisdictions. Separately, the EU is asserting that a number of country-specific favorable tax regimes and rulings in certain member states may violate, or have violated, EU law, and may require some or all of the associated tax benefits to be refunded to the various taxing authorities by benefited taxpayers. Depending on the final form of the BEPS guidance and the legislation ultimately enacted by the OECD members, BEPS could have material adverse consequences on our effective tax rate, the amount of tax we pay and on our financial position and results of operations. Certain changes to the U.S. corporate tax system resulting from
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the Tax Act, in particular the requirement to subject foreign earnings to U.S. income taxes on a current basis, have had, and are expected to continue to have, a negative effect on our financial, operational and effective tax rate efficiencies.
Other legislative and regulatory proposals, including proposed and enacted tax legislation and administrative guidance in response to the COVID-19 pandemic, as well as case law, may also affect our tax position or our business practices and operations, depending on whether and in what form they may ultimately take effect. Although we monitor these developments, due to the unpredictability and interdependency of these potential changes, it is very difficult to assess to what extent these changes may be implemented in the United States and other jurisdictions in which we conduct our business or to what extent these changes may impact the way in which we conduct our business or our effective tax rate due to the unpredictability and interdependency of these potential changes. For example, we have monitored the litigation in Altera Corp v. Commissioner, ultimately concluding that no adjustment is necessary, as described in Note 14, Income Taxes, of the “Notes to Consolidated Financial Statements” contained in Part II, Item 8 of this Annual Report on Form 10-K. Changes in tax laws and related regulations and practices could have a material adverse effect on our business operations, effective tax rate and financial position and results of operations. Our tax structure and intercompany relationships are subject to change now that the Merger has been consummated.
We are exposed to credit risk and fluctuations in the market values of our investment portfolio.
Credit ratings and pricing of our domestic and international investments can be negatively affected by liquidity, credit deterioration, financial results, economic risk, political risk, sovereign risk or other factors. As a result, the value and liquidity of our cash, cash equivalents and marketable securities may fluctuate substantially. Further, the COVID-19 pandemic has from time to time caused significant disruptions in the financial markets, and may continue to cause such disruptions, which has adversely impacted, and could continue to adversely impact the return from our portfolio of cash equivalents and marketable securities. Ongoing and future fluctuations in credit ratings and market values could result in significant realized losses in our investment portfolio.
Our stock price has been volatile and investors in our common stock may be unable to sell their shares at or above the price at which they were purchased.
The trading prices of the securities of technology companies, including technology companies in the industry in which we operate, have been highly volatile. Some of the factors that may have caused the market price of our common stock to fluctuate include:
price and volume fluctuations in the overall stock market from time to time;
volatility in the market price and trading volume of comparable companies, in particular optical industry peer companies;
actual or anticipated changes in our earnings or fluctuations in our operating results or in the expectations of securities analysts covering our industry or issuing market projection reports;
announcements regarding the Merger;
announcements of technological innovations, new products, strategic alliances or other transactions, or significant agreements by us or by our competitors;
announcements by our customers regarding significant increases or decreases in capital expenditures and their results of operations;
failure to accurately predict and interpret market requirements or market demand for our products;
departure of key personnel;
litigation involving us or that may be perceived as having an impact on our business;
changes in general economic, industry and market conditions and trends, including the economic slowdown and delayed deployment and network expansion in China and the uncertainty related to Brexit and the COVID-19 pandemic;
investors’ general perception of us;
significant short interest in our stock;
sales of large blocks of our stock;
loss of any of our key customers;
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a lack of guaranteed supply of manufactured wafers and other raw and finished components and incorporated products;
announcements regarding further industry consolidation;
changes in regulations or legislation in the United States and other jurisdictions in which we do business, including domestic and international tax reform, trade policy and tariffs and export controls that could impede our ability to sell our products to our customers in certain foreign jurisdictions, particularly in China, or that could impede sales by such customers in the United States;
actions or announcements by activist shareholders or others; and
other factors such as political unrest, terrorist attacks, other hostilities, natural disasters, and potential public health crises, such as the COVID-19 pandemic.
In the past, following periods of volatility in the market price of a company’s securities, securities class action and shareholder derivative litigation has often been brought against that company. Class action and derivative litigation has been initiated against us and certain of our executive officers and directors in the past and we may become the target of additional securities litigation in the future. Class action, derivative lawsuits and other securities litigation, whether successful or not, could result in substantial costs, damage, indemnification or settlement awards and divert management’s attention and resources from running our business, which could materially harm our reputations, financial condition and results of operations.
Our quarterly operating results or other operating metrics have fluctuated significantly, and they are likely to continue to do so.
Our quarterly operating results and other operating metrics have fluctuated in the past and are likely to continue to do so in the future. We expect that this trend will continue as a result of a number of factors, many of which are outside of our control and may be difficult to predict, including:
the level of demand for our products and our ability to maintain and increase our customer base;
the timing and success of new product introductions by us or our competitors or any other change in the competitive landscape of our market;
the mix of products sold in a quarter;
export control laws, tariffs, developments in trade policy or regulations that could impede our ability to sell our products to certain customers or other customers in certain foreign jurisdictions;
pricing pressure as a result of competition or otherwise or price discounts negotiated by our customers;
our ability to ramp production of new products with our contract manufacturers;
delays or disruptions in our supply or manufacturing chain, including any delays or distributions related to the ongoing COVID-19 pandemic;
our ability to reduce manufacturing costs;
errors in our forecasting of the demand for our products, which could lead to lower revenue or increased costs;
seasonal and period-over-period buying patterns of some of our customers;
introduction of new products, with initial sales at relatively small volumes with resulting higher product costs;
increases in and timing of sales and marketing, research and development and other operating expenses that we may incur to grow and expand our operations and to remain competitive;
insolvency, credit consolidation or other difficulties faced by our customers, affecting their ability to purchase or pay for our products;
insolvency, credit consolidation or other difficulties confronting our suppliers and contract manufacturers leading to disruptions in our supply or distribution chain;
levels of product order rescheduling, cancellations, returns and contractual price protection rights, including the impact of product quality problems on our reputation;
adverse litigation judgments, settlements or other litigation-related costs;
the Merger;
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product recalls, regulatory proceedings or other adverse publicity about our products;
fluctuations in foreign exchange rates;
the impact of the Tax Act and other legislative and regulatory proposals to reform U.S. taxation of international business activities;
costs related to the acquisition of businesses, talent, technologies or intellectual property, including potentially significant amortization costs and possible write-downs; and
general economic conditions in either domestic or international markets, particularly as a result of the impact of the COVID-19 pandemic and any resulting short-term and potential longer term economic slowdown.
Any one of the factors above or the cumulative effect of some of the factors above may result in significant fluctuations in our operating results.
Risks Related to Our Intellectual Property
Our products may infringe the intellectual property rights of others, which could result in expensive litigation or require us to obtain a license to use the technology from third parties, or we may be prohibited from selling certain products in the future.
Companies in the industry in which we operate frequently are sued or receive informal claims of patent infringement or infringement of other intellectual property rights. We have, from time to time, received such claims from companies, including from competitors, suppliers and customers, some of whom have substantially more resources and have been developing relevant technologies for much longer than us.
Third parties may in the future assert claims against us concerning our existing products or with respect to future products under development, or with respect to products that we may acquire through acquisitions. We have entered into and may in the future enter into indemnification obligations in favor of our customers that could be triggered upon an allegation or finding that we are infringing other parties’ proprietary rights. If we do infringe a third party’s rights and are unable to provide a sufficient work around, we may need to negotiate with holders of those rights in order to obtain a license to those rights or otherwise settle any infringement claim. A party that makes a claim of infringement against us may obtain an injunction preventing us from shipping products containing the allegedly infringing technology. We have from time to time received notices from third parties alleging infringement of their intellectual property and, in some cases, have entered into license agreements with such third parties with respect to such intellectual property. Any license agreements that we wish to enter into the future with respect to intellectual property rights may not be available to us on commercially reasonable terms, or at all. Generally, a license, if granted, would include payments of up-front fees, ongoing royalties or both. These payments or other terms, including any that restrict our ability to utilize the licensed technology in specified markets or geographic locations, could have a significant adverse effect on our operating results. In addition, in the event we are granted such a license, it is possible the license would be non-exclusive and other parties, including competitors, may be able to utilize such technology. Our larger 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. In addition, our larger competitors may be able to buy such technology and preclude us from licensing or using such technology.
We may not in all cases be able to resolve allegations of infringement through licensing arrangements, settlement, alternative designs or otherwise. We may take legal action to determine the validity and scope of the third-party rights or to defend against any allegations of infringement. Holders of intellectual property rights could become more aggressive in alleging infringement of their intellectual property rights and we may be the subject of such claims asserted by a third party. For example, as described further in Part I, Item 3 “Legal Proceedings” in this Annual Report on Form 10-K, on January 21, 2016, ViaSat, Inc. filed a suit against us alleging, among other things, breach of contract, breach of the implied covenant of good faith and fair dealing and misappropriation of trade secrets. In the course of pursuing any of these means or defending against any lawsuits filed against us, we have incurred, and in the future may continue to incur, significant costs and diversion of our resources and our management’s attention. Due to the competitive nature of our industry, it is unlikely that we could increase our prices to cover such costs. In addition, such claims could result in significant penalties or injunctions that could prevent us from selling some of our products in certain markets or result in settlements or judgments that require payment of significant royalties or damages.
Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services and brand.
Our future success will depend, in large part, upon our intellectual property rights, including patents, copyrights, design rights, trade secrets, trademarks and know-how. We maintain a program of identifying technology appropriate for patent and
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trade secret protection. Our practice is to require employees and consultants to execute non-disclosure and proprietary rights agreements upon commencement of employment or consulting arrangements. These agreements acknowledge our exclusive ownership of all intellectual property developed by the individuals during their work for us and require that all proprietary information disclosed will remain confidential. Such agreements may not be enforceable in full or in part in all jurisdictions and any breach could have a negative effect on our business and our remedy for such breach may be limited.
Despite our efforts, these measures can only provide limited protection. Unauthorized third parties may try to copy or reverse engineer portions of our products, may breach our cybersecurity defenses or may otherwise obtain and use our intellectual property. Patents owned by us may be invalidated, circumvented or challenged. Any of our pending or future patent applications, whether or not being currently challenged, may not be issued with the scope of the claims we seek, if at all. Legal standards relating to the validity, enforceability and scope of protection of intellectual property rights in other countries are uncertain and may afford little or no effective protection for our proprietary rights. Consequently, we may be unable to prevent our intellectual property rights from being exploited abroad. Policing the unauthorized use of our proprietary rights is expensive, difficult and, in some cases, impossible. Litigation may be necessary in the future to enforce or defend our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of management resources, either of which could harm our business. Accordingly, despite our efforts, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property. If we cannot protect our proprietary technology against unauthorized copying or use, we may not remain competitive.
Furthermore, many of our current and potential competitors have the ability to dedicate substantially greater resources to developing and protecting their technology or intellectual property rights than we do. In addition, our attempts to protect our proprietary technology and intellectual property rights may be further limited as our employees may be recruited by our current or future competitors and may take with them significant knowledge of our proprietary information. Consequently, others may develop services and methodologies that are similar or superior to our services and methodologies or may design around our intellectual property.
We may be subject to intellectual property litigation that could divert our resources.
In recent years, there has been significant litigation involving patents and other intellectual property rights in our industry. As we continue to gain greater market visibility, we face a higher risk of being the subject of intellectual property infringement claims. The risk of patent litigation has been amplified by the increase in the number of a type of patent holder, which we refer to as a non-practicing entity, whose sole business is to assert such claims. We could incur substantial costs in prosecuting or defending any intellectual property litigation. If we sue to enforce our rights or are sued by a third party that claims that our products infringe its rights, the litigation could be expensive and could divert our management resources.
Confidentiality arrangements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.
We have devoted substantial resources to the development of our technology, business operations and business plans. In order to protect our trade secrets and proprietary information, we rely in significant part on confidentiality arrangements with our employees, licensees, independent contractors, advisers, channel partners, resellers and customers. These arrangements may not be effective to prevent disclosure of confidential information, including trade secrets, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, if others independently discover trade secrets and proprietary information, we would not be able to assert trade secret rights against such parties. Effective trade secret protection may not be available in every country in which our services are available or where we have employees or independent contractors. The loss of trade secret protection could make it easier for third parties to compete with our products by copying functionality. In addition, any changes in, or unexpected interpretations of, the trade secret and employment laws in any country in which we operate may compromise our ability to enforce our trade secret and intellectual property rights. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.
We may be subject to damages resulting from claims that our employees or contractors have wrongfully used or disclosed alleged trade secrets of their former employees or other parties.
We could in the future be subject to claims that employees or contractors, or we, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of our competitors or other parties. Litigation may be necessary to defend against these claims. If we fail in defending against such claims, a court could order us to pay substantial damages and prohibit us from using technologies or features that are essential to our products, if such technologies or features are found to incorporate or be derived from the trade secrets or other proprietary information of these parties. In addition, we may lose
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valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability to develop, market and support potential products or enhancements, which could severely harm our business. Even if we are successful in defending against these claims, such litigation could result in substantial costs and be a distraction to management.
We license technology from third parties, and our inability to maintain those licenses could harm our business.
We incorporate technology, including software, which we license from third parties into our products. We cannot be certain that our licensors are not infringing the intellectual property rights of third parties or that our licensors have sufficient rights to the licensed intellectual property in all jurisdictions in which we may sell our products. Some of our agreements with our licensors may be terminated for convenience by them. If we are unable to continue to license any of this technology because of intellectual property infringement claims brought by third parties against our licensors or against us, or if we are unable to continue our license agreements or enter into new licenses on commercially reasonable terms, our ability to develop and sell products containing that technology would be severely limited, and our business could be harmed. Additionally, if we are unable to license necessary technology from third parties, we may be forced to acquire, at the same or higher cost, or expend additional resources to develop alternative technology of lower quality or performance standards. This would limit and delay our ability to offer new or competitive products and increase our costs of production. As a result, our margins, market share and operating results could be significantly harmed.
The use of open source software in our offerings may expose us to additional risks and harm our intellectual property.
Open source software is typically freely accessible, usable and modifiable. Certain open source software licenses require a user who intends to distribute the open source software as a component of the user’s software to disclose publicly part or all of the source code to the user’s software. In addition, certain open source software licenses require the user of such software to make any derivative works of the open source code available to others on unfavorable terms or at no cost. This can subject previously proprietary software to open source license terms.
We monitor and control our use of open source software that goes into or is used by our products in an effort to avoid unanticipated conditions or restrictions on our ability to successfully commercialize our products and believe that our compliance with the obligations under the various applicable licenses has mitigated the risks that we have triggered any such conditions or restrictions. However, such use may have inadvertently occurred in the development and offering of proprietary software on our products. Additionally, if a third-party software provider has incorporated certain types of open source software into software that we have licensed from such third party, we could be subject to the obligations and requirements of the applicable open source software licenses. This could harm our intellectual property position and have a material adverse effect on our business, results of operations and financial condition.
The terms of many open source software licenses have not been interpreted by U.S. or foreign courts, and there is a risk that those licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to successfully commercialize our products. For example, certain open source software licenses may be interpreted to require that we offer the software on our products that include the open source software for no cost; that we make available the source code for modifications or derivative works we create based upon, incorporating or using the open source software (or that we grant third parties the right to decompile, disassemble, reverse engineer, or otherwise derive such source code); that we license such modifications or derivative works under the terms of the particular open source license; or that otherwise impose limitations, restrictions or conditions on our ability to use, license, host, or distribute our products in a manner that limits our ability to successfully commercialize our products.
We could, therefore, be subject to claims alleging that we have not complied with the restrictions or limitations of the applicable open source software license terms or that our use of open source software infringes the intellectual property rights of a third party. In that event, we could incur significant legal expenses, be subject to significant damages, be enjoined from further sale and distribution of the software on our products that uses the open source software, be required to pay a license fee, be forced to reengineer the software on our products, or be required to comply with the foregoing conditions of the open source software licenses (including the release of the source code to our proprietary software), any of which could adversely affect our business. Even if these claims do not result in litigation or are resolved in our favor or without significant cash settlements, the time and resources necessary to resolve them could harm our business, results of operations, financial condition and reputation.
Additionally, the use of open source software can lead to greater risks than the use of third-party commercial software, as open source software does not come with warranties or other contractual protections regarding indemnification, infringement claims or the quality of the code.
Item 1B.Unresolved Staff Comments
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None.
Item 2.Properties
Our corporate headquarters are located in Maynard, Massachusetts, where we occupy approximately 121,000 square feet pursuant to a lease expiring in February 2025. We also occupy approximately 48,000 square feet at our research center in Holmdel, New Jersey, pursuant to a lease expiring in December 2023, and lease office space in various other domestic and international locations. Refer to Note 9, Leases, of the “Notes to Consolidated Financial Statements” contained in Part II, Item 8 of this Annual Report on Form 10-K for more information about our leases. We believe that our current facilities are suitable and adequate to meet our current needs. We intend to add new facilities or expand existing facilities as we add employees, and we believe that suitable additional or substitute space will be available as needed to accommodate any such expansion of our operations.
Item 3.Legal Proceedings
Litigation Related to the Original Merger Agreement
On January 8, 2021, Parent commenced litigation against us in the Court of Chancery of the State of Delaware, or the Court of Chancery. The lawsuit, captioned Cisco Systems, Inc. v. Acacia Communications, Inc., Civil Action No. 2021-0018-JTL, sought, among other things, a temporary restraining order to enjoin us from terminating the Original Merger Agreement, a declaratory judgment that all necessary conditions to closing were satisfied and that our notice of termination of the Original Merger Agreement was invalid, and an order requiring us to specifically perform its obligations under the Original Merger Agreement and close the Merger as soon as practicable.
Later on January 8, 2021, the Court of Chancery granted Parent’s motion for a temporary restraining order. In addition, the Court of Chancery granted Parent’s motion for expedited proceedings for consideration of Parent’s claims. Pursuant to the temporary restraining order, we continued to be bound by the terms of the Original Merger Agreement until further order of the Court of Chancery or as otherwise agreed by the parties.
On January 11, 2021, we filed our answer and affirmative defenses in response to the complaint filed by Parent and simultaneously filed a counterclaim against Parent seeking a declaration that we validly terminated the Original Merger Agreement pursuant to the terms thereof.
On January 14, 2021, in connection with the execution of the Amended and Restated Merger Agreement, we and Parent jointly requested that the Court of Chancery lift the temporary restraining order and dismiss with prejudice the litigation pending between the parties in that court. Later that same day, the Court of Chancery entered an order vacating the temporary restraining order and dismissing the parties’ respective claims with prejudice, with each party bearing its own costs.
ViaSat Litigation
On January 21, 2016, ViaSat, Inc., or ViaSat, filed a lawsuit in California state court, 37-2016-00002323-CU-BC-NC, later removed to the U.S. District Court for the Southern District of California, against us alleging, among other things, breach of contract, breach of the implied covenant of good faith and fair dealing and misappropriation of trade secrets. On February 19, 2016, we responded to ViaSat’s lawsuit and alleged counterclaims against ViaSat including, among other things, patent misappropriation, breach of contract, breach of the implied covenant of good faith and fair dealing, misappropriation of trade secrets and unfair competition. In its response filed March 16, 2016, ViaSat denied our counterclaims. On September 28, 2018 the matter was remanded back to the California Superior Court, County of San Diego, North County Division 3:16-cv-00463, D.I. 197.

In April 2019, the California Superior Court denied the parties’ cross motions for summary adjudication. At the court’s direction, the parties participated in a mandatory mediation process, but no resolution was reached. Trial took place in June and July of 2019 and the jury returned a verdict on July 17, 2019. The jury found against us for breach of contract, willful and malicious misappropriation of trade secrets, and breach of the covenant of good faith and fair dealing implied by law in the parties’ contract. The jury also found that ViaSat breached the same contract and misappropriated our trade secrets. The jury awarded damages of $49.3 million to ViaSat for our breaches of contract, and $1 to ViaSat for our trade secret misappropriation claim. The jury awarded $1 to us for ViaSat’s misappropriation of trade secrets and awarded no damages to us for ViaSat’s breach of contract. ViaSat filed post-trial motions seeking up to approximately $10.0 million for attorney’s fees and approximately $6.2 million for so-called “cost-of-proof” sanctions and an order that we pay ViaSat ongoing royalties on sales after December 31, 2018. ViaSat also sought a new trial and judgment in its favor notwithstanding the verdict on its trade secret damages claim. We filed post-trial motions for entry of judgment in our favor notwithstanding the verdict on ViaSat’s breach of contract and trade secret damages claims and for a new trial, and moved to reduce the total damages awarded to ViaSat to no
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more than $12.8 million pursuant to a provision of the contract containing a limitation on liability for claims arising from the contract. The Court denied the post-trial motions filed by both parties, and on December 5, 2019, the Court entered judgment, or the December 2019 Judgment, against us in the amount of $49.3 million, and against ViaSat in the amount of $1. On January 17, 2020, the Court awarded ViaSat an additional $0.1 million in costs. On December 20, 2019, we filed a notice of appeal of the December 2019 Judgment, and ViaSat filed a notice of cross-appeal on December 26, 2019. The parties’ respective appeals are pending and we filed our opening appellate brief on August 19, 2020. ViaSat filed its combined response brief in our appeal and opening brief in its cross-appeal on January 13, 2021. Our combined reply brief in our appeal and response brief in ViaSat’s cross-appeal is currently due April 2, 2021. As of December 31, 2020, we have accrued a total of $28.0 million in litigation and settlement-related accruals. The amount of such accruals is based upon currently available information and is subject to significant judgment and a variety of assumptions and known and unknown uncertainties, which may change quickly and significantly from time to time. As a result, actual losses could significantly exceed the amount of such accruals, and no conclusion as to our ultimate exposure from these proceedings should be drawn from such accruals. In view of the numerous legal, technical and factual issues involved in this lawsuit, we are not able to provide an estimate of the likely outcome or range of outcomes, if any, at this time.

On November 6, 2019, ViaSat filed a second lawsuit in California Superior Court, County of San Diego, North County Division, 37-2019-00060731, D.I. 01, against us alleging breach of contract, breach of the implied covenant of good faith and fair dealing, and misappropriation of trade secrets. ViaSat’s complaint relies on the verdict in the first lawsuit, seeks damages on sales of our products after December 31, 2018, and its claims for relief include preliminary and permanent injunctive relief prohibiting sales of our products alleged by ViaSat to misappropriate its trade secrets. On January 17, 2020, we responded to ViaSat’s second lawsuit with a general denial and moved to stay the case. On February 28, 2020, the court issued an order granting our motion to stay the case pending outcome of the appeal in the first lawsuit. In view of the numerous legal, technical and factual issues involved in this lawsuit, we are not able to provide an estimate of the likely outcome or range of outcomes, if any, at this time.

On June 9, 2020, ViaSat filed a third lawsuit in California Superior Court, County of San Diego, North County Division, Case No. 37-2020-00019223, against us alleging breach of contract, breach of the implied covenant of good faith and fair dealing, and misappropriation of trade secrets. ViaSat’s complaint concerns different products than those involved in the first two suits. ViaSat claims such products also use ViaSat’s confidential information and trade secrets, and ViaSat’s claims for relief include damages and preliminary and permanent injunctive relief prohibiting sales of our products alleged by ViaSat to misappropriate its trade secrets. We filed a demurrer in response to the complaint on July 30, 2020 and the Court stayed the action until after the resolution of the appeal of the December 2019 Judgment. In view of the numerous legal, technical and factual issues involved in this lawsuit, we are not able to provide an estimate of the likely outcome or range of outcomes, if any, at this time.

On July 28, 2017, we filed a lawsuit in the Commonwealth of Massachusetts Superior Court - Business Litigation Session against ViaSat asserting commercial disparagement, libel, slander of title, unfair competition, intentional interference with advantageous relations and intentional interference with contractual relations. On April 5, 2018, ViaSat responded to our action and alleged counterclaims including, among other things, breach of contract, breach of the implied covenant of good faith and fair dealing, misappropriation of trade secrets, and unfair competition. On December 13, 2018, the Massachusetts court entered an order staying the Massachusetts litigation pending resolution of the first California state court action discussed above. On December 12, 2019, the Massachusetts court entered an order continuing the stay of the Massachusetts litigation to and including July 10, 2020. On July 6, 2020, the Massachusetts court entered an order continuing the stay of the Massachusetts litigation to and including December 4, 2020. On December 7, 2020, the Massachusetts court entered an order continuing the stay of the Massachusetts litigation to and including March 31, 2021.
We intend to continue to engage in a vigorous defense and pursuit of Acacia-favorable judgments of the ongoing litigation matters described above. The ultimate resolution of these proceedings may have a material adverse effect on our results of operations and cash flows, potentially in the near term. In addition, the timing of the final resolution of these proceedings is uncertain. We will continue to incur litigation and other expenses as a result of these proceedings, which could have a material impact on our business, consolidated financial position, results of operations and cash flows.
In addition, from time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business or on our consolidated financial position, results of operations or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 4.Mine Safety Disclosures
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Not applicable.
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PART II
Item 5.Market for Registrant’s Common Shares, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Since May 13, 2016, our common stock has been listed on The Nasdaq Global Select Market under the symbol “ACIA.” Following the closing of the Merger on March 1, 2021, we notified Nasdaq that the Merger had been completed and requested that trading of our common stock on The Nasdaq Global Select Market be suspended. We further requested that an application on Form 25 be filed by Nasdaq with the SEC to remove our common stock from listing on The Nasdaq Global Select Market and deregister our common stock under Section 12(b) of the Exchange Act. We intend to file a Form 15 with the SEC to terminate registration of our common stock under Section 12(g) of the Exchange Act and suspend reporting obligations relating to our common stock under Section 15(d) of the Exchange Act.
Holders
Following the consummation of the Merger and as of the close of business on March 1, 2021, Parent was the only holder of record of our common stock.
Dividend Policy
We have never declared or paid any dividends on our capital stock.

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Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, Exchange Act, or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act.
The following graph compares the cumulative total return to stockholders for our common shares for the period from May 13, 2016 (the date our common stock began trading on The Nasdaq Global Select Market) through December 31, 2020 with the Nasdaq Composite Index and the market sector Nasdaq Telecommunications Index. The comparison assumes an investment of $100 is made on May 13, 2016 in our common shares and in each of the indices and in the case of the indices it also assumes reinvestment of all dividends. The performance shown is not necessarily indicative of future performance.
acia-20201231_g1.jpg
Recent Sales of Unregistered Securities
None.
Use of Proceeds
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchaser
None.
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Item 6.Selected Financial Data
The consolidated income statement data for the years ended December 31, 2020, 2019 and 2018, and the selected consolidated balance sheet data as of December 31, 2020 and 2019, are derived from our audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. The consolidated income statement data for the years ended December 31, 2017 and 2016 and the selected balance sheet data as of December 31, 2018, 2017 and 2016 has been derived from our audited financial statements not appearing in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of the results to be expected in any future period. You should read the following selected consolidated financial data in conjunction with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes appearing elsewhere in this Annual Report on Form 10-K.
 Year Ended December 31,
 20202019201820172016
(in thousands)
Consolidated Income Statement Data:
Revenue$583,451 $464,663 $339,891 $385,166 $478,412 
Cost of revenue(1)299,351 243,981 192,771 217,326 257,425 
Gross profit284,100 220,682 147,120 167,840 220,987 
Operating expenses:   
Research and development(1)134,398 128,700 102,406 92,027 75,696 
Sales, general and administrative(1)60,386 80,581 51,864 38,807 27,676 
(Gain) loss on disposal of property and equipment— — — (47)25 
Total operating expenses194,784 209,281 154,270 130,787 103,397 
Income (loss) from operations89,316 11,401 (7,150)37,053 117,590 
Total other income (expense), net5,527 10,240 6,746 3,250 (2,969)
Income (loss) before provision (benefit) for income taxes94,843 21,641 (404)40,303 114,621 
Provision (benefit) for income taxes4,452 (11,198)(5,320)1,795 (16,956)
Net income$90,391 $32,839 $4,916 $38,508 $131,577 
Net income per share attributable to common stockholders:  
Basic$2.16 $0.80 $0.12 $0.99 $3.77 
Diluted$2.09 $0.77 $0.12 $0.92 $3.22 
 
(1)Stock-based compensation included in the consolidated income statement data above was as follows:
 Year Ended December 31,
 20202019201820172016
(in thousands)
Cost of revenue$2,089 $2,047 $2,075 $1,993 $1,629 
Research and development21,499 21,383 17,564 14,150 12,347 
Sales, general and administrative10,075 11,723 9,975 7,230 6,769 
Total stock-based compensation$33,663 $35,153 $29,614 $23,373 $20,745 
 
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December 31,
 20202019201820172016
(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents$121,685 $36,617 $60,444 $67,495 $206,402 
Marketable securities469,076 434,761 339,424 297,115 104,004 
Working capital454,817 368,912 370,445 361,621 381,707 
Total assets861,764 721,415 601,859 611,250 516,936 
Total liabilities157,948 142,992 99,132 109,200 82,141 
Total stockholders' equity703,816 578,423 502,727 502,050 434,795 

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Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in the section titled “Risk Factors” under Part I, Item IA above.
Company Overview
Our mission is to deliver high-speed coherent optical interconnect products that transform communications networks, relied upon by cloud infrastructure operators and content and communication service providers, through improvements in performance and capacity and reductions in associated costs. By implementing optical interconnect technology in a silicon-based platform, a process we refer to as the siliconization of optical interconnect, we believe we are leading a disruption that is analogous to the computing industry’s integration of multiple functions into a microprocessor. Our products fall into three product groups: embedded modules, pluggable modules and semiconductors. Our embedded module and pluggable module product groups consist of optical interconnect modules with transmission speeds ranging from 100 to 1,200 gigabits per second, or Gbps, for use in long-haul, metro and inter-data center markets. Our semiconductor product group consists of our low-power coherent digital signal processor application-specific integrated circuits, or DSP ASICs, and our silicon photonic integrated circuits, or silicon PICs, which are either integrated into our embedded and pluggable modules or sold to customers on a standalone basis for integration into internally developed or other merchant modules. Our modules perform a majority of the digital signal processing and optical functions in optical interconnects and offer low power consumption, high density and high speeds at attractive price points. Through the use of standard interfaces, our modules can be easily integrated with customers’ network equipment. The advanced software in our modules enables increased configurability and automation, provides insight into network and connection point characteristics and helps identify network performance problems, all of which increase flexibility and reduce operating costs.

Merger with Cisco Systems
On July 8, 2019, we entered into an Agreement and Plan of Merger, or the Original Merger Agreement, with Cisco Systems, Inc., a California corporation, or Parent, and Amarone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent, or Merger Sub. On January 14, 2021, we entered into an Amended and Restated Agreement and Plan of Merger, or the Amended and Restated Merger Agreement, with Parent and Merger Sub, which amended and restated the Original Merger Agreement in its entirety.
The Amended and Restated Merger Agreement provided, subject to its terms and conditions, for our acquisition by Parent at a price of $115.00 per share of our common stock, $0.0001 par value per share, each a Share, in cash, without interest and subject to deduction for any required withholding tax, or the Merger. The Company’s Board of Directors unanimously approved the Merger and the Amended and Restated Merger Agreement and recommended that stockholders adopt the Amended and Restated Merger Agreement.
The Merger was completed on March 1, 2021, following approval of the Amended and Restated Merger Agreement by our stockholders at our special meeting of stockholders. As a result of the completion of the Merger, we became a wholly owned subsidiary of Parent and are no longer a publicly held corporation, our common stock will be delisted from The Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended, and we will no longer are required to file periodic reports with the SEC. See Part I, Item 1, “Merger with Cisco Systems” in this Annual Report on form 10-K for additional discussion of the Merger.

We recorded $2.4 million and $7.6 million of acquisition-related costs during the years ended December 31, 2020 and 2019, respectively, in sales, general and administrative expense within our consolidated statements of operations.

Impact of COVID-19
Our global operations expose us to risks associated with public health crises, epidemics and pandemics, such as the novel coronavirus, severe acute respiratory syndrome coronavirus 2, SARS-CoV-2, and the coronavirus disease, COVID-19. We cannot at this time predict the impact that the COVID-19 pandemic will have on our financial condition and operations, although we are continuing to monitor our supply chain and customer demand for COVID-19 related changes. In this time of uncertainty, we are staying in close communication with our customers and other business partners and have taken steps to mitigate the impact of the COVID-19 pandemic on our operations and financial results. In addition, in response to the COVID-19 pandemic, we have modified our business practices to include company-wide travel and visitor restrictions, work-
49


from-home policies, social distancing and various other recommended preventive measures, including additional cleaning and disinfection procedures within our facilities, daily self-health assessments or, where required by local law, onsite health screening and temperature taking, support for local contact tracing efforts, and the required use of face masks or cloth face coverings when onsite at our facilities. As additional information about COVID-19 and how it is transmitted becomes available, we may implement further measures that we determine are in the best interests of our employees, customers, partners, vendors and suppliers, or that are required or recommended by federal, state or local authorities.

While the COVID-19 pandemic did not have a material impact on the Company’s financial results for the year ended December 31, 2020, the extent to which the COVID-19 pandemic could impact our results of operations going forward depends on future developments that are highly uncertain and cannot be predicted, including the adverse impact of negative economic conditions created or exacerbated by the pandemic, new information that may emerge concerning the severity of the virus and required or voluntary actions to contain its impact. Due to the inherent uncertainty of this unprecedented and evolving situation, we are unable to predict with any confidence the likely impact of COVID-19 on our future business, results of operations and financial condition. Additional information regarding COVID-19 related risks and uncertainties may be found in the section titled “Risk Factors” under Part I, Item 1A in this Annual Report on Form 10-K.
Key Factors Affecting our Performance
We believe that our future success will depend on many factors, including our ability to expand sales of our products to our existing customers, expand our customer base and drive the adoption of our products in adjacent markets. While these areas present significant opportunity, they also present risks that we must manage to ensure successful results. See Part I, Item 1A, “Risk Factors” in this Annual Report on form 10-K for a discussion of these risks. If we are unable to address these challenges, our business could be adversely affected.
Network Service Provider Investment in High-Speed Optical Equipment.    Cloud and service providers are continuing to invest in higher capacity networks to support the continued growth in demand for data traffic. We believe that 100 to 1,200 Gbps coherent optical technologies will continue to replace older technologies in long-haul, metro and inter-data center networks. Our business and results depend on the continued investment by network service providers in these advanced networks.
Expanding Sales to Existing Customer Base.    We expect that a substantial portion of our future sales will be follow-on sales to existing customers. One of our sales strategies is to maintain a high level of customer satisfaction by delivering our products with compelling value propositions. We believe that our current customers present us with significant opportunities for additional product sales given the existing and expected market share of these customers and our prior sales experience with them. We also believe that our customers will continue to design our products into their network equipment products in an effort to maintain and potentially grow their market share over time as growth in the overall market for optical interconnect technology continues to grow. Our customers have historically shown a high propensity to purchase new products from us over multiple quarters and in many cases over multiple years. In addition, several of our customers have elected to integrate an increasing number of our products into their network equipment product lines.
Adding New Customers.    We believe that the metro and inter-data center markets are still in the early stages of adoption. We intend to add new customers over time by continuing to invest in our technology and business development team to capitalize on these new opportunities and through potential strategic transactions. Our products and technology have accelerated the rate at which optical interconnect technology can be easily deployed and designed into newer generation network equipment, thus making it easier to integrate our products across many system applications. Generally, we educate prospective customers in these markets about the technical merits and capabilities of our products, the potential cost savings of our products and the costs of designing and utilizing internally developed solutions. We build relationships with prospective customers at all levels in a customer’s organizational hierarchy. We believe that customer references combined with our product and technology strengths and capabilities have been, and will continue to be, an important factor in winning new business.
Selling More Highly Integrated and Higher-Performance Products.    Our results of operations have been, and we believe will continue to be, affected by our ability to design and sell more highly integrated products with improved performance and increased functionality. We aim to grow our revenue and expand our margins by enabling customers to transition from previously deployed 10 and 40 Gbps solutions to our 100 to 1,200 Gbps modules and demonstrate the value proposition to the growing number of metro and inter-data center network equipment designers and manufacturers. Our ability to maintain our current revenue levels and sustain our gross margins will depend, in part, upon our continued sales of our newer, more integrated and higher performance products, and our quarterly results of operations can be significantly impacted by the mix of products sold during the period.
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Investing in Research and Development for Growth.    We believe that the market for our optical interconnect technology products is still in the early stages of adoption and we intend to continue investing for long-term growth. We expect to continue to invest heavily in coherent digital signal processing, optics integration, silicon photonics, hardware engineering and software, all of which afford ongoing vertical integration of components into our core technologies. By investing in research and development, we believe we will be well positioned to continue to design new products and grow our business and take advantage of our large market opportunity. We expect that our results of operations will be impacted by the timing and size of these investments.
Customer Concentration.  Our five largest customers, which differed by period, collectively accounted for 76% of our revenue in 2020, 81% of our revenue in 2019 and 74% of our revenue in 2018. We expect continued variability in our customer concentration and timing of sales on a quarterly and annual basis. In addition, we have provided, and may in the future provide, annual and semi-annual pricing reductions and pricing discounts to large volume customers, which may result in lower margins for the period in which such sales occur. Our gross margins may also fluctuate as a result of the timing of such sales and the mix of products sold to large volume customers.
Key Components of our Results of Operations
Revenue
We derive substantially all of our revenue from the sale of our products, which we sell through our direct sales force. We sell a substantial majority of our products to network equipment manufacturers for ultimate sale to communications and content service providers and data center and cloud infrastructure operators, which we refer to together as cloud and service providers, and we expect network equipment manufacturer customers to be the primary market for our products for the foreseeable future. Our negotiated terms and conditions of sale do not allow for product returns.
Our revenue is affected by changes in the number, product mix and average selling prices of our products. Our product revenue is typically characterized by a life cycle that begins with sales of pre-production samples and prototypes followed by the sale of early production models with higher average selling prices and lower volumes, followed by broader market adoption, higher volumes, and average selling prices that are lower than initial levels. In addition, our product revenue may be affected by contractual commitments to significant customers that obligate us to reduce the selling price of our products on an annual or semi-annual basis.
Cost of Revenue
Our cost of revenue is comprised primarily of the costs of procuring goods from our contract manufacturers and other suppliers. In addition, cost of revenue includes assembly, test, quality assurance, warranty and logistics-related fees, impacts of manufacturing yield, depreciation, general overhead costs and costs associated with excess and obsolete inventory.
Personnel-related expenses include salaries, benefits and stock-based compensation, as well as consulting fees for those personnel engaged in the management of our contract manufacturers, new product manufacturing activities, logistical support, manufacturing and test engineering and supply chain management.
Gross Profit
Our gross profit has been, and may in the future be, influenced by several factors including changes in product mix, sales of more highly integrated products, target end markets for our products, pricing due to competitive pressure and favorable and unfavorable changes in production costs, including global demand for electronic components used in our products. As some products mature and unit volumes increase, the average selling prices of those products may decline. These declines often coincide with improvements in manufacturing yields and lower wafer, component, assembly and test costs, which lower production costs and may offset some of the margin reduction that results from lower selling prices. We anticipate that our newer modules, which integrate our silicon PIC, will contribute higher gross profit over time than some of our older products, because the integration of our silicon PIC into these products eliminates the need for us to purchase several high-cost discrete components for the same level of functionality, thus improving margins on these products. In addition, we have shifted the manufacturing of our products to contract manufacturers located in lower-cost regions, which generally decreases the cost of the manufacturing of these products and correspondingly improves margins. However, the prior U.S. Administration made, and the current U.S. Administration may make, significant changes to U.S. trade policy, including the revision, renegotiation, or termination of various multilateral trade agreements under which U.S. companies currently exchange products and services around the world, and the imposition of new taxes on certain goods imported into the United States or other adverse consequences on companies importing certain goods into the United States. Since we rely primarily upon non-U.S.
51


manufacturers to make our products, such steps could make our products more expensive and less competitive in the U.S. market. These changes could significantly increase our cost of manufacturing our products and decrease our margins. There can be no assurance that pending or future legislation or executive action in the United States will not be enacted. See Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K under the heading “Risks Related to our Business and IndustryChanges in U.S. trade policies could disrupt global supply, manufacturing and customer relationships, which may materially increase costs of components contained in our products, increase our manufacturing costs and make our products more expensive or unavailable in foreign markets” for further information.
Although we primarily procure and sell our products in U.S. dollars, our contract manufacturers incur many costs, including labor and component costs, in other currencies. To the extent that the exchange rates move unfavorably for our contract manufacturers, they may try to pass resulting costs on to us, which could have a material effect on our future average unit costs. Our gross profit may fluctuate from period to period as a result of changes in average selling prices related to new product introductions, existing product transitions into larger scale commercial volumes, maturity of a product within its life cycle, the effect of prototype and sample sales and the resulting mix of modules or semiconductors within our product groups. In future periods, we may hedge certain significant transactions denominated in currencies other than the U.S. dollar.
Operating Expenses
We classify our operating expenses as research and development and sales, general and administrative expenses.
Research and development expenses consist primarily of salary and benefit expenses, including stock-based compensation, for employees and costs for contractors engaged in research, design and development activities incurred directly, and with support from, external vendors, such as outsourced research and development costs, as well as costs for prototypes, depreciation, purchased intellectual property, facilities and travel. In future periods, we may hedge certain significant outsourced research and development transactions denominated in currencies other than the U.S. dollar. Over time, we expect our research and development costs to increase in absolute dollars as we continue making significant investments in developing new products and new technologies, including with respect to increased performance and smaller industry-standard form factors.
Sales, general and administrative expenses include salary and benefit expenses, including stock-based compensation, for employees and costs for contractors engaged in sales, marketing, customer service, technical support, and general and administrative activities, as well as the costs of legal and other professional service expenses, trade shows, marketing programs, promotional materials, bad debt expense, facilities, general liability insurance and travel. In the years ended December 31, 2020 and 2019, this also included acquisition-related costs related to the Merger. Over time, we expect our sales, general and administrative expenses to increase in absolute dollars primarily due to our continued efforts to expand our business.
Other Income, Net
Other income, net primarily consists of interest income earned on our cash and investment balances and foreign currency transaction gains and losses. To date, we have not utilized derivatives to hedge our foreign exchange risk as we believe the risk to be immaterial to our results of operations. In future periods, we may hedge certain significant transactions denominated in currencies other than the U.S. dollar as we expand our international operations.
Provision (Benefit) for Income Taxes
We are subject to income taxes in the United States and foreign jurisdictions in which we do business. These foreign jurisdictions have statutory tax rates different from those in the United States. Our effective tax rates will vary depending on the relative proportion of foreign to U.S. income, the absorption of foreign tax credits, changes in corporate structure, changes in the valuation of our deferred tax assets and liabilities and changes in tax laws and interpretations of those laws. We plan to regularly assess the likelihood of outcomes that could result from the examination of our tax returns by the IRS and other tax authorities to determine the adequacy of our income tax reserves and expense. Should actual events or results differ from our then-current expectations, charges or credits to our provision (benefit) for income taxes may become necessary. Any such adjustments could have a significant effect on our results of operations. See Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K under the heading “Risks Related to our Business and Industry—The final determination of our income tax liability may be materially different from our income tax provision” for further information.
Results of Operations
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The following tables set forth the components of our consolidated income statements for each of the periods presented and as a percentage of revenue for those periods. The period-to-period comparison of operating results is not necessarily indicative of results for future periods.
 Year Ended December 31,
 202020192018
(in thousands)
Consolidated Income Statement Data:
Revenue$583,451 $464,663 $339,891 
Cost of revenue(1)299,351 243,981 192,771 
Gross profit284,100 220,682 147,120 
Operating expenses:  
Research and development(1)134,398 128,700 102,406 
Sales, general and administrative(1)60,386 80,581 51,864 
Gain on disposal of property and equipment— — — 
Total operating expenses194,784 209,281 154,270 
Income (loss) from operations89,316 11,401 (7,150)
Total other income, net5,527 10,240 6,746 
Income (loss) before provision (benefit) for income taxes94,843 21,641 (404)
Provision (benefit) for income taxes4,452 (11,198)(5,320)
Net income$90,391 $32,839 $4,916 
 
(1)Stock-based compensation included in the consolidated income statement data was as follows:
 Year Ended December 31,
 202020192018
(in thousands)
Cost of revenue$2,089 $2,047 $2,075 
Research and development21,499 21,383 17,564 
Sales, general and administrative10,075 11,723 9,975 
Total stock-based compensation$33,663 $35,153 $29,614 
 Year Ended December 31,
 202020192018
Revenue100 %100 %100 %
Cost of revenue51 %53 %57 %
Gross profit49 %47 %43 %
Operating expenses:  
Research and development23 %28 %30 %
Sales, general and administrative10 %17 %15 %
Gain on disposal of property and equipment— — — 
Total operating expenses33 %45 %45 %
Income (loss) from operations15 %%(2)%
Total other income, net%%%
Income (loss) before provision (benefit) for income taxes16 %%— %
Provision (benefit) for income taxes%(2)%(2)%
Net income15 %%%
 
Percentages in the table above are based on actual values. Totals may not sum due to rounding.
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Revenue
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Revenue by product type and the related changes during the years ended December 31, 2020 and 2019 were as follows:
 Year EndedAs a % ofYear EndedAs a % ofChange in
 December 31, 2020Total RevenueDecember 31, 2019Total Revenue$%
 (dollars in thousands)
Embedded Modules$222,448 38 %$86,932 19 %$135,516 156 %
Pluggable Modules226,280 39 %217,620 47 %8,660 %
Semiconductors134,723 23 %160,111 34 %(25,388)(16)%
Total revenue$583,451 100 %$464,663 100 %$118,788 26 %

Revenue increased by $118.8 million, or 26%, to $583.5 million in the year ended December 31, 2020 from $464.7 million in the year ended December 31, 2019. The increase was primarily due to a $135.5 million increase in sales of our embedded modules and an $8.7 million increase in sales of our pluggable modules, partially offset by a $25.4 million decrease in sales of our semiconductors. In the years ended December 31, 2020 and 2019, we derived 23% and 34%, respectively, of our revenue from sales to customers with ship-to locations in China.
Cost of Revenue and Gross Profit
 
Year Ended December 31,Change in
20202019$%
(dollars in thousands)
Cost of revenue$299,351 $243,981 $55,370 23 %
Gross profit percentage48.7 %47.5 %
 
Cost of revenue increased $55.4 million, or 23%, to $299.4 million in the year ended December 31, 2020 from $244.0 million in the year ended December 31, 2019. The increase was mainly due to increased sales volumes.
Our gross profit percentage increased to 48.7% in the year ended December 31, 2020 compared to 47.5% in the year ended December 31, 2019. The increase in gross profit percentage was primarily due to the favorable impact of semi-fixed costs relative to the current period revenue volume, partially offset by an unfavorable impact of product mix.
Research and Development
 
Year Ended December 31,Change in
20202019$%
(dollars in thousands)
Research and development$134,398 $128,700 $5,698 %
 
Research and development expense increased $5.7 million, or 4%, to $134.4 million in the year ended December 31, 2020 from $128.7 million in the year ended December 31, 2019. The increase was primarily due to an $8.3 million increase in personnel-related and other costs as we continued investing in our product and technology roadmap and a $5.0 million increase in prototype development costs, partially offset by a $7.6 million decrease related to the timing of milestone payments associated with our development programs.
Sales, General and Administrative
 
Year Ended December 31,Change in
20202019$%
(dollars in thousands)
Sales, general and administrative$60,386 $80,581 $(20,195)(25)%
 
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Sales, general and administrative expenses decreased $20.2 million, or 25%, to $60.4 million in the year ended December 31, 2020 from $80.6 million in the year ended December 31, 2019. This decrease was primarily due to a $20.1 million decrease in professional services expense, which was primarily attributable to $17.5 million recorded in the year ended December 31, 2019 for estimated legal and settlement costs related to ongoing litigation matters as compared to an additional $8.0 million recorded in the year ended December 31, 2020, and $7.6 million recorded in the year ended December 31, 2019 for acquisition-related costs as compared to an additional $2.4 million recorded in the year ended December 31, 2020.

Year Ended December 31,Change in
20202019$%
(dollars in thousands)
Total other income, net$5,527 $10,240 $(4,713)(46)%
 
Total other income, net decreased $4.7 million, or 46%, to $5.5 million during the year ended December 31, 2020 from $10.2 million in the year ended December 31, 2019. This was primarily due to a decline in the interest rates applicable to the types of securities we were invested in during the year ended December 31, 2020 as compared to December 31, 2019, as a result of monetary and fiscal policy responses to the impact of COVID-19 on the economy.
Provision for (Benefit from) Income Taxes
 
Year Ended December 31,Change in
20202019$%
(dollars in thousands)
Provision for (benefit from) income taxes$4,452 $(11,198)$15,650 (140)%
Effective tax rate%(52)%57 %
The provision for income taxes for the year ended December 31, 2020 was $4.5 million compared to a benefit from income taxes of $11.2 million for the year ended December 31, 2019. The provision for income taxes recorded in the year ended December 31, 2020 was primarily a result of our pre-tax income position, partially offset by the recognition of excess tax benefits from the taxable compensation on share-based awards recognized in the year ended December 31, 2020 and federal and state research and development credits. The benefit from income taxes recorded in the year ended December 31, 2019 was primarily a result of the recognition of excess tax benefits from the taxable compensation on share-based awards recognized during the year ended December 31, 2019 and federal and state research and development credits. Our historical provision for income taxes is not necessarily reflective of our future results of operations.
Taxable income in any jurisdiction is dependent upon acceptance of our operational practices and intercompany transfer pricing by local tax authorities as being on an arm’s length basis. Due to inconsistencies in application of the arm’s length standard among taxing authorities, as well as lack of adequate treaty-based protection, transfer pricing challenges by tax authorities could, if successful, substantially increase our income tax expense.
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
Revenue
Revenue by product type and the related changes during the years ended December 31, 2019 and 2018 were as follows:
 Year EndedAs a % ofYear EndedAs a % ofChange in
 December 31, 2019Total RevenueDecember 31, 2018Total Revenue$%
 (dollars in thousands)
Embedded Modules$86,932 19 %$77,286 23 %$9,646 12 %
Pluggable Modules217,620 47 %189,533 56 %28,087 15 %
Semiconductors160,111 34 %73,072 21 %87,039 119 %
Total revenue$464,663 100 %$339,891 100 %$124,772 37 %

Revenue increased by $124.8 million, or 37%, to $464.7 million in the year ended December 31, 2019 from $339.9 million in the year ended December 31, 2018. The increase was primarily due to an $87.0 million increase in sales of our semiconductors, a $28.1 million increase in sales of our pluggable modules and a $9.6 million increase in sales of our
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embedded modules. In the years ended December 31, 2019 and 2018, we derived 34% and 29%, respectively, of our revenue from sales to customers with ship-to locations in China.
Cost of Revenue and Gross Profit
 
Year Ended December 31,Change in
20192018$%
(dollars in thousands)
Cost of revenue$243,981 $192,771 $51,210 27 %
Gross profit percentage47.5 %43.3 %
 
Cost of revenue increased $51.2 million, or 27%, to $244.0 million in the year ended December 31, 2019 from $192.8 million in the year ended December 31, 2018. The increase was mainly due to increased sales volumes, partially offset by a favorable impact of fixed costs relative to the current period revenue volume.
Our gross profit percentage increased to 47.5% in the year ended December 31, 2019 compared to 43.3% in the year ended December 31, 2018. The increase in gross profit percentage was primarily the result of a favorable impact of fixed costs relative to the current period revenue volume.
Research and Development
 
Year Ended December 31,Change in
20192018$%
(dollars in thousands)
Research and development$128,700 $102,406 $26,294 26 %
 
Research and development expense increased $26.3 million, or 26%, to $128.7 million in the year ended December 31, 2019 from $102.4 million in the year ended December 31, 2018. This increase was primarily due to a $20.0 million increase in personnel-related and other costs as we continued investing in our product and technology roadmap and a $7.4 million increase related to the timing of milestone payments associated with our development programs, which were partially offset by a $1.1 million decrease in prototype development costs .
Sales, General and Administrative
 
Year Ended December 31,Change in
20192018$%
(dollars in thousands)
Sales, general and administrative$80,581 $51,864 $28,717 55 %
 
Sales, general and administrative expenses increased $28.7 million, or 55%, to $80.6 million in the year ended December 31, 2019 from $51.9 million in the year ended December 31, 2018. This increase was partially due to a $14.9 million increase in estimated legal and settlement costs related to ongoing litigation matters, a $7.6 million increase in acquisition-related costs related to the Merger, and a $6.2 million increase in personnel-related and other costs as we increased sales and customer support staffing and related support resources.
Other Income, Net
 
Year Ended December 31,Change in
20192018$%
(dollars in thousands)
Total other income, net$10,240 $6,746 $3,494 52 %
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Total other income, net increased $3.5 million, or 52%, to $10.2 million during the year ended December 31, 2019 from $6.7 million in the year ended December 31, 2018, due to a $3.2 million increase in interest income earned on marketable securities.
Benefit from Income Taxes
 
Year Ended December 31,Change in
20192018$%
(dollars in thousands)
Benefit from income taxes$(11,198)$(5,320)$(5,878)110 %
Effective tax rate(52)%1,317 %(1,369)%

The benefit from income taxes for the year ended December 31, 2019 was $11.2 million compared to $5.3 million for the year ended December 31, 2018. The benefit from income taxes recorded in the year ended December 31, 2019 was primarily a result of the recognition of excess tax benefits from the taxable compensation on share-based awards recognized in the year ended December 31, 2019 and federal and state research and development credits. These tax benefits were partially offset by an increase in U.S. taxes on our pre-tax income position in the year ended December 31, 2019. The benefit from income taxes recorded in the year ended December 31, 2018 was primarily a result of our pre-tax loss position in the year ended December 31, 2018, the recognition of excess tax benefits from the taxable compensation on share-based awards recognized in the year ended December 31, 2018 and federal and state research and development credits. These tax benefits were partially offset by an increase in U.S. tax as a result of the U.S Tax Cuts and Jobs Act, or the Tax Act, which subjects foreign earnings to U.S. taxes. Our historical provisions for income taxes is not necessarily reflective of our future results of operations.
Taxable income in any jurisdiction is dependent upon acceptance of our operational practices and intercompany transfer pricing by local tax authorities as being on an arm’s length basis. Due to inconsistencies in application of the arm’s length standard among taxing authorities, as well as lack of adequate treaty-based protection, transfer pricing challenges by tax authorities could, if successful, substantially increase our income tax expense.
Liquidity and Capital Resources
 Year Ended December 31,
 202020192018
 (in thousands)
Cash and cash equivalents$121,685 $36,617 $60,444 
Marketable securities469,076 434,761 339,424 
Working capital454,817 368,912 370,445 
Net cash provided by operating activities131,052 72,819 83,085 
Net cash used in investing activities(48,160)(103,579)(56,237)
Net cash provided by (used in) financing activities2,176 6,933 (33,899)
We fund our operations primarily through cash generated from operations. As of December 31, 2020, we had cash and cash equivalents totaling $121.7 million, marketable securities of $469.1 million and accounts receivable of $118.4 million.  
 We believe our existing cash balances and anticipated cash flow from future operations will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months and the foreseeable future. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending on research and development efforts and other business initiatives, purchases of capital equipment to support our growth, the expansion of sales and marketing activities, any expansion of our business through acquisitions of or investments in complementary products, technologies or businesses, the use of working capital to purchase additional inventory, the timing of new product introductions, market acceptance of our products and overall economic conditions. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. In the event additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.
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Operating Activities
Net cash provided by operating activities consists primarily of net income adjusted for certain non-cash items, including depreciation expense, stock-based compensation expense, deferred income taxes, non-cash lease expense and other non-cash benefits, net, as well as the effect of changes in working capital.
Net cash provided by operating activities was $131.1 million in the year ended December 31, 2020, as compared to $72.8 million in the year ended December 31, 2019. The increase of $58.2 million was primarily due to a $57.6 million increase in net income and a $15.5 million increase in non-cash expense items primarily related to changes in deferred income taxes. These increases were partially offset by a $14.9 million decrease in cash related to changes in operating assets and liabilities. Changes in cash flows related to operating assets and liabilities primarily consisted of a decrease of $13.3 million due to the timing of accounts receivable, a net decrease of $10.8 million in cash due to the timing of payments associated with our accounts payable and accrued liabilities, a net decrease in cash of $7.3 million related to prepaid expenses and other assets, a $1.3 million decrease in cash due to the timing of deferred revenue and a $0.7 million decrease in cash due to changes in our lease liabilities. These decreases were partially offset by an $18.1 million increase in cash due to a decreased inventory balance as compared to December 31, 2019 and a $0.8 million increase in cash due to the timing of payments of income taxes.
Net cash provided by operating activities was $72.8 million in the year ended December 31, 2019, as compared to $83.1 million in the year ended December 31, 2018. The decrease of $10.3 million was primarily due to a $29.9 million decrease in cash related to changes in operating assets and liabilities and an $8.3 million decrease in non-cash expense items primarily consisting of deferred income taxes, stock-based compensation and non-cash lease expense, which was partially offset by a $27.9 million increase in net income. Changes in cash flows related to operating assets and liabilities primarily consisted of a $52.0 million decrease in cash due to an increased inventory balance as compared to December 31, 2018, a $9.2 million decrease in cash due to the timing of deferred revenue, and a $4.5 million decrease in cash due to payments on our lease liabilities. These decreases were partially offset by a $30.0 million increase in cash due to the timing of payments associated with our accounts payable and accrued liabilities and a $10.6 million increase in cash due to the timing of payments of income taxes.
Investing Activities
Our investing activities have consisted primarily of purchases, sales and maturities of marketable securities and purchases of lab, engineering and computer equipment to support the development of new products and increase our manufacturing capacity to meet customer demand for existing products. In addition, our investing activities include expansion of, and certain improvements to, our leased facilities. We expect that we will continue to invest in these areas in line with growth in product demand.
Net cash used in investing activities in the year ended December 31, 2020 was $48.2 million, as compared to $103.6 million in the year ended December 31, 2019. This change was primarily attributable to a $56.5 million decrease in net purchases of marketable securities during the year ended December 31, 2020, partially offset by a $1.0 million increase in property and equipment purchases.
Net cash used in investing activities in the year ended December 31, 2019 was $103.6 million, as compared to $56.2 million in the year ended December 31, 2018. The increase was primarily due to an increased investment of $50.2 million, net, into marketable securities during the year ended December 31, 2019, partially offset by a $2.8 million decrease in property and equipment purchases.
Financing Activities
Our financing activities have consisted primarily of proceeds from the issuance of common stock under our stock-based compensation plans and payments to acquire treasury stock. 
Net cash provided by financing activities during the year ended December 31, 2020 was $2.2 million, as compared to $6.9 million during the year ended December 31, 2019, attributable to proceeds from the issuance of common stock during the period.
Net cash provided by financing activities during the year ended December 31, 2019 was $6.9 million, as compared to net cash used in financing activities of $33.9 million during the year ended December 31, 2018 primarily attributable to the repurchase of $39.7 million of treasury stock in the year ended December 31, 2018 pursuant to our stock repurchase program that expired on December 31, 2018.
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Contractual Obligations and Commitments
Our principal commitments consist of operating lease payments, purchase obligations, taxes payable as a result of the Tax Act and other tax liabilities arising from the ordinary course of business. The following table summarizes these contractual obligations at December 31, 2020. Future events could cause actual payments to differ from these estimates.
 Payments due by period
 TotalLess than 1 Year1-3 Years3-5 YearsMore Than 
5 Years
 (in thousands)
Operating lease liabilities, including imputed interest (1)$24,851 $4,518 $8,831 $6,883 $4,619 
Purchase obligations (2)97,165 97,165 $— — $— 
Income taxes payable (3)7,117 837 3,663 2,617 — 
Unrecognized tax benefits (4)3,713 — — — — 
Total $132,846 $102,520 $12,494 $9,500 $4,619 
 
(1)We lease facilities and equipment under non-cancelable operating lease agreements. Refer to Note 9, Leases, of the “Notes to Consolidated Financial Statements” contained in Part II, Item 8 of this Annual Report on Form 10-K for more information about our leases.

(2)Our purchase obligations primarily consist of outstanding purchase orders with our contract manufacturers for inventory and other third parties for the manufacturing of our wafers and semiconductors. Our relationships with these vendors typically allow for the cancellation of outstanding purchase orders, but require payments of all expenses incurred through the date of cancellation. Other obligations include future non-inventory purchases and commitments related to future fixed asset purchases.

(3)Income taxes payable relates to taxes owed as a result of the one-time transition tax on earnings of certain foreign subsidiaries that were previously tax-deferred until the enactment of the Tax Act in December 2017. The Tax Act allows the tax liability to be paid on an installment basis over eight years. The amount due in less than one year in the table above represents the transition tax amount owed in the short-term which is included in accrued liabilities on our consolidated balance sheet.

(4)We had $7.9 million of uncertain tax positions as of December 31, 2020. Included in the balance of unrecognized tax benefits as of December 31, 2020 are $3.7 million of tax benefits that, if recognized, would impact the effective tax rate, which have been accrued for as a long-term liability on our consolidated balance sheet. We are not able to provide reasonably reliable estimates of future payments relating to these obligations.
Letters of Credit
As of December 31, 2020, we had outstanding letters of credit of $0.9 million issued to cover the security deposits on the leases of the Maynard, Massachusetts, and the Holmdel, New Jersey facilities.
Off-Balance Sheet Arrangements
As of December 31, 2020, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America. In preparing our consolidated financial statements, we make estimates, assumptions and judgments that can have a significant effect on our reported revenue, results of operations and net income, as well as on the value of certain assets and liabilities on our balance sheet during and as of the reporting periods. These estimates, assumptions and judgments are necessary because future events and their effects on our results and the value of our assets cannot be determined with certainty, and are made based on our historical experience and on other assumptions that we believe to be reasonable under the circumstances. These estimates may change as new events occur or additional information is obtained, and we may periodically be faced with uncertainties, the outcomes of which are not within our control and may not be known for a prolonged period of time. As the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates.
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Revenue Recognition
Our products are fully functional at the time of shipment and do not require production, modification or customization. We apply the following five step approach when recognizing revenue: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when a performance obligation is satisfied. The contract is generally a customer purchase order and the performance obligation is to deliver a specific quantity of products at specified prices, which represents the transaction price. Our agreements with our customers do not include rights of return. We recognize revenue when transfer of control to our customers occurs, which is generally when products are shipped from our manufacturing facilities or when delivered to the customer’s named location, in an amount reflecting the consideration we expect to be entitled to.
Inventories
Inventories mainly consist of raw materials and finished goods which are purchased from contract manufacturers and other suppliers. Inventories are stated at the lower of cost or net realizable value on a first-in, first-out basis. Our assessment of net realizable value requires the use of estimates, including an assessment of excess or obsolete inventories. We determine excess and obsolete inventories based on an estimate of the future demand for our products within a specified time horizon, generally 12 months. The estimates used for future demand are also used for near-term capacity planning and inventory purchases, and are consistent with revenue forecast assumptions. If our demand forecast is greater than actual demand, we may be required to record an excess inventory charge reflected in cost of goods sold, which would decrease gross profit. Any excess or obsolete inventory write-downs taken establish a new cost basis for the underlying inventory and cannot be reversed if there are subsequent increases in our demand forecast. If we are later able to sell such inventory, any related reserves would be reversed in the period of sale.
Commitments and Contingencies
In the normal course of business, we may become subject to loss contingencies, such as legal proceedings and claims arising out of our business. An accrual for a loss contingency is recognized when it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. We expense legal costs associated with loss contingencies as they are incurred.
Income Taxes
We utilize the asset and liability method of accounting for income taxes under which we recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our consolidated financial statements and tax returns. Deferred tax assets and liabilities are determined based upon the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards, using enacted tax rates expected to be in effect in the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is not more likely than not that these assets will be realized. We recognize the benefits of uncertain tax positions that have been taken or that we expect to take on income tax returns if such tax positions are more likely than not to be sustained.
We follow the authoritative guidance regarding accounting for uncertainty in income taxes, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We apply a variety of methodologies in making these estimates, including advice and studies performed by independent subject matter experts, evaluation of public actions taken by the IRS and other taxing authorities, as well as our own industry experience. We provide estimates for unrecognized tax benefits which may be subject to material adjustments until matters are resolved with taxing authorities or statutes expire. If our estimates are not representative of actual outcomes, our results of operations can be materially affected.
We must assess the likelihood that some portion or all of our deferred tax assets will be recovered from future taxable income within the respective jurisdictions, and to the extent we believe that recovery does not meet the “more-likely-than-not” standard, we must establish a valuation allowance. 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. Some sources of future taxable income are objective while others involve subjective assessments. Assessing subjective income sources involves a review of our capability and willingness to implement certain tax planning strategies that will generate future taxable income and an assessment of our experience in forecasting future taxable income. Management’s judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. In evaluating the need for a full or partial valuation allowance, all positive and negative evidence
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must be considered, and the weight of that evidence, including our forecasts of taxable income over the applicable carryforward periods, our current financial performance, our market environment and other factors.
As of each reporting date, our management considers new evidence, both positive and negative, that could impact its view with regard to future realization of deferred tax assets. If we determine that our assessments on all or a portion of the deferred tax assets will change in a future period, we will record material adjustments to the provision for income taxes in that period.
Stock-Based Compensation
We recognize compensation expense for equity awards based on the grant date fair value of the award. For equity awards that vest based on a service condition, which constitute the majority of our outstanding equity awards, stock-based compensation expense is recognized on a ratable basis over the requisite service period. When an equity award contains a performance and/or market condition, we recognize stock-based compensation expense utilizing the accelerated attribution method.  
We use the Black-Scholes option pricing model to measure the fair value of our option awards when they are granted. Prior to our initial public offering we estimated the value of common stock at the grant date with the help of an independent third-party service provider. The expected volatility of employee option awards prior to 2017 was determined using the daily historical volatility of companies we consider to be our peers. For options awarded in 2018, we determined expected volatility using a blend of our historical volatility and the historical volatility of our peers. To determine our peer companies, we used the following criteria: optical telecommunications companies; similar histories and relatively comparable financial leverage; sufficient public company trading history; and in similar businesses and geographical markets. We used the stock price volatility over the expected term of our granted options to calculate the expected volatility. The expected term of employee option awards is determined using the average midpoint between vesting and the contractual term for outstanding awards, or “the simplified method,” because we do not yet have a sufficient history of option exercises. We determine the risk-free interest rate on the grant date of the award based on the rate of U.S. Treasury securities with maturities approximately equal to the estimated expected term of the awards. We have not paid dividends and do not anticipate paying a cash dividend in the foreseeable future and, accordingly, use an expected dividend yield of zero.
The following table summarizes the assumptions, other than fair value of our common stock, relating to our stock options granted in the year ended December 31, 2018. No stock options were granted in the years ended December 31, 2020 and 2019.
 Year Ended December 31,
 2018
Risk-free interest rate2.9%
Expected dividend yieldNone
Expected volatility53.5%
Expected term (in years)6.3
    
We will continue to use judgment in evaluating the expected volatility and expected term utilized in our stock-based compensation expense calculations on a prospective basis. As we continue to accumulate additional data related to our common stock, we may refine our estimates of expected volatility and expected term, which could materially affect our future stock-based compensation expense to the extent we grant future stock option awards.
Stock-based compensation is measured using the fair value of our common stock on the grant date for time-vested restricted stock units, or RSUs. During the years ended December 31, 2019 and 2018 we granted RSU awards to executives which had a market condition in addition to a service condition. Determining the amount of stock-based compensation to be recorded for these awards requires us to develop estimates to be used in calculating the grant-date fair value of the awards. We calculate the grant-date fair value of these awards using the Monte Carlo simulation valuation model. The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market conditions stipulated in the award grant and calculates the fair market value for the awards granted. The Monte Carlo simulation model also uses stock price volatility and other variables to estimate the probability of satisfying the market conditions, including the possibility that the market condition may not be satisfied, and the resulting fair value of the award. We use a blended rate of our actual historical volatility and our peers volatility to determine the volatility input in the Monte Carlo simulation model.
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The expense related to these awards is recognized on an accelerated basis over the vesting period of the awards which can vary. See Note 11, Stock Compensation Plans of the “Notes to Consolidated Financial Statements” contained in Part II, Item 8 of this Annual Report on Form 10-K for more information related to these market-based and performance-based awards.
Recent Accounting Pronouncements
Refer to Note 3, Summary of Significant Accounting Policies of the “Notes to Consolidated Financial Statements” contained in Part II, Item 8 of this Annual Report on Form 10-K for analysis of recent accounting pronouncements that are applicable to our business.
Item 7A.Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss to future earnings, values or future cash flows that may result from changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, exchange rates, commodity prices, equity prices and other market changes. We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate and foreign currency risks as follows:
Interest Rate Sensitivity
Our exposure to changes in interest rates relates primarily to interest earned on and the market value of our cash, cash equivalents and marketable securities. Our cash, cash equivalents and marketable securities consist of bank deposit accounts, money market funds, U.S. government agency debt securities, commercial paper, certificates of deposit, asset-backed securities and corporate debt securities. Our securities with fixed interest rates may have their market value adversely impacted by a rise in interest rates. As a result, we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. However, because we classify our investments in debt securities as available‑for‑sale, no gains or losses are recognized in the consolidated income statements unless such securities are sold prior to maturity or incur an other-than-temporary decline in fair value. An immediate 100 basis point change in interest rates would have a $3.1 million effect on the fair market value of our portfolio as of December 31, 2020. Our investment policy specifies credit quality standards for our investments and limits the amount of credit exposure from any single issue, issuer or type of investment.
Foreign Currency Exchange Risk
We are exposed to market risk related to changes in foreign currency exchange rates. Our operations outside of the United States incur a portion of their operating expenses in foreign currencies, principally the Euro, but these expenses are immaterial compared to our overall expenses. To date, the majority of our product sales and inventory purchases have been denominated in U.S. dollars. In addition, the functional currency of all of our entities is the U.S. dollar.  Accordingly, we have limited exposure to foreign currency exchange rates. During the years ended December 31, 2020, 2019 and 2018, we recorded foreign currency transaction losses of $0.2 million, $0.2 million and $0.4 million, respectively. These foreign currency transaction losses have been recorded as a component of “other expense, net” in our consolidated income statements. We believe that a 10% change in the exchange rate between the U.S. dollar and Euro would not materially impact our operating results or financial position. To date, we have not entered into any foreign currency exchange contracts. In future periods, we may hedge certain significant transactions denominated in currencies other than the U.S. dollar as we expand our international operations.
Inflation Risk
We do not believe that inflation has had a material effect on our business. However, if global demand for the base materials utilized in our suppliers’ components were to significantly increase for the components we purchase from our suppliers to manufacture our products, our costs could become subject to significant inflationary pressures, and we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, operating results and financial condition.
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Item 8.Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Page
  

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Acacia Communications, Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Acacia Communications, Inc. and subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2021, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion    

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Legal Contingencies - Refer to Notes 8 and 13 to the financial statements

Critical Audit Matter Description

The Company is involved in litigation with ViaSat, Inc. that alleges breach of contract, breach of the implied covenant of good faith and fair dealing, and misappropriation of trade secrets. Legal loss contingencies are evaluated based on the likelihood of the Company incurring a liability and whether a loss or range of losses is reasonably estimable. The likelihood and amount of a loss or range of losses are estimated based on the progression of settlement discussions, legal and expert fees, and the Company’s historical litigation experience.

In July 2019, a jury returned a verdict, which awarded damages of $49.3 million to ViaSat, Inc. In assessing whether the Company should accrue a liability in its financial statements as a result of the lawsuit, the Company considered various factors, including the numerous legal, technical, and factual issues involved in the lawsuit. The Company has recorded a
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provision of $28 million in litigation and settlement-related accruals based on Management’s assessment of currently available information.

We identified this contingent liability and disclosure related to the ViaSat, Inc. litigation as a critical audit matter because evaluating the potential outcomes of the ViaSat, Inc. litigation, including settlement and appeal, involves significant judgment by management. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the Company’s assertions regarding probable and estimable losses as of December 31, 2020.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the evaluation of the ViaSat, Inc. legal contingency included the following, among others:

We tested the effectiveness of controls related to evaluating legal loss contingencies, including those over the review of the ViaSat, Inc. legal matter.

We held discussions with internal and external legal counsel to understand developments in the related legal matters and progression in potential settlement discussions.

We requested and received a written response from internal and external legal counsel as it relates to the lawsuit.

We read Board of Directors’ meeting minutes for evidence of further considerations indicative of unrecorded contingencies.

We evaluated the assumptions used by the Company to estimate the litigation and settlement accrual, including corroborating the assumptions with internal and external legal counsel.

We evaluated the Company’s legal contingency disclosure for consistency with our knowledge of the lawsuit.

Income Taxes: Uncertain Tax Positions - Refer to Note 14 to the financial statements

Critical Audit Matter Description

In June 2019, the Ninth Circuit Court of Appeals ruled in Altera Corp. vs. Commissioner (the “Altera Case”); this ruling upheld cost-sharing regulations that are unfavorable to the Company. As a result, companies may be required to include in cost-sharing arrangements stock-based compensation amounts that were previously excludable At present, the Company’s uncertain tax position liability does not include amounts related to this matter as the Company has concluded its position is more likely than not to be sustained upon audit.

Conclusions on recognizing and measuring an uncertain tax position related to the Altera Case involve significant estimates and management judgment and include complex considerations of the Internal Revenue Code, related regulations, tax and appellate case law, and prior-year audit settlements. Given the complexity and the subjective nature of the transfer pricing issues that remain unresolved with the IRS through the Altera Case, evaluating management’s estimates relating to their determination of uncertain tax positions required extensive audit effort and a high degree of auditor judgment, including involvement of our tax specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures to evaluate the Company’s estimates of uncertain tax positions related to unresolved transfer pricing issues arising from the Altera Case included the following, among others:

We tested the effectiveness of controls relating to the identification, recognition, measurement, and disclosure of uncertain tax positions.

We evaluated the appropriateness and consistency of management’s methods and assumptions used in the identification, recognition, measurement, and disclosure of uncertain tax positions related to certain transfer pricing positions.

With the assistance of tax specialists, we evaluated the reasonableness of management’s estimates by considering how tax law, including statutes, regulations, and case law, affected management’s judgments.

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We evaluated the Company’s income tax disclosures for consistency with our knowledge of the Company’s position and exposure to an unfavorable decision in the Altera Case.

/s/ Deloitte & Touche LLP

Boston, Massachusetts
March 1, 2021

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


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ACACIA COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
 
 December 31, 2020December 31, 2019
ASSETS  
Current assets:  
Cash and cash equivalents$121,685 $36,617 
Marketable securities - short-term298,185 300,129 
Accounts receivable118,414 97,948 
Inventory37,981 40,820 
Prepaid expenses and other current assets8,023 6,518 
Total current assets584,288 482,032 
Marketable securities - long term170,891 134,632 
Property and equipment, net27,914 26,801 
Operating lease right-of-use assets28,483 25,046 
Deferred tax asset