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Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-36083

Applied Optoelectronics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

76-0533927

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

13139 Jess Pirtle Blvd.

Sugar Land, TX 77478

(Address of principal executive offices)

(281295-1800

(Registrant’s telephone number)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Trading Name of each exchange on which registered

Common Stock, Par value $0.001

AAOI

NASDAQ Global Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒    No ☐ 

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes ☒    No ☐ 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).                                       Yes   No ☒

 

As of November 4, 2024, there were 45,078,203 shares of the registrant’s Common Stock outstanding.

 

 

 

Applied Optoelectronics, Inc.

Table of Contents

   

Page

Part I. Financial Information

   

 

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

3

   

 

 

Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023

3

   

 

 

Condensed Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2024 and 2023 (Unaudited)

4

   

 

 

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months ended September 30, 2024 and 2023 (Unaudited)

5

   

 

 

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months ended September 30, 2024 and 2023 (Unaudited)

6

   

 

 

Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2024 and 2023 (Unaudited)

8

   

 

 

Notes To Condensed Consolidated Financial Statements (Unaudited)

9

   

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

   

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

28

   

 

Item 4.

Controls and Procedures

28

   

 

Part II. Other Information

     

Item 1.

Legal Proceedings

28

     

Item 1A.

Risk Factors

28

     
Item 5. Other Information 29
     

Item 6.

Exhibits

29

     
 

Signatures

30

 

 

 

Part I. Financial Information

Item 1. Condensed Consolidated Financial Statements

Applied Optoelectronics, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)

  

September 30,

  

December 31,

 

 

2024

  

2023

 

ASSETS

        

Current Assets

        

Cash and cash equivalents

 $34,124  $45,366 

Restricted cash

  7,243   9,731 

Accounts receivable - trade, net of allowance of $1,805 and $3, respectively

  75,154   48,071 

Notes receivable

  47   219 

Inventories

  64,382   63,866 

Prepaid income tax

  4   3 

Prepaid expenses and other current assets

  7,409   5,349 

Total current assets

  188,363   172,605 

Property, plant and equipment, net

  205,303   200,317 

Land use rights, net

  4,993   5,030 

Operating right of use asset

  4,102   5,026 

Intangible assets, net

  3,663   3,628 

Other assets, net

  3,548   2,580 

TOTAL ASSETS

 $409,972  $389,186 

LIABILITIES AND STOCKHOLDERS' EQUITY

        

Current liabilities

        

Accounts payable

 $55,991  $32,892 

Bank acceptance payable

  9,934   15,482 

Accrued liabilities

  19,140   18,549 

Unearned revenue

  1,439   1,803 

Current lease liability - operating

  1,115   1,149 

Current portion of notes payable and long-term debt

  29,483   23,197 

Current portion of convertible senior notes

     286 

Total current liabilities

  117,102   93,358 

Non-current lease liability - operating

  3,731   4,726 

Convertible senior notes

  77,053   76,233 

TOTAL LIABILITIES

  197,886   174,317 

Stockholders' equity:

        

Preferred Stock; 5,000 shares authorized at $0.001 par value; no shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

      

Common Stock; 80,000 shares authorized at $0.001 par value; 44,852 and 38,148 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

  45   38 

Additional paid-in capital

  543,492   478,972 

Accumulated other comprehensive income

  709   975 

Accumulated deficit

  (332,160)  (265,116)

TOTAL STOCKHOLDERS' EQUITY

  212,086   214,869 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $409,972  $389,186 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

Applied Optoelectronics, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except share and per share data)

   

Three months ended September 30,

   

Nine months ended September 30,

 

 

2024

   

2023

   

2024

   

2023

 

Revenue, net

  $ 65,151     $ 62,547     $ 149,094     $ 157,193  

Cost of goods sold

    49,234       42,373       116,023       119,876  

Gross profit

    15,917       20,174       33,071       37,317  

Operating expenses

         

           

 

Research and development

    13,428       9,457       38,218       26,633  

Sales and marketing

    4,796       3,035       14,503       7,631  

General and administrative

    14,240       14,368       44,786       39,870  

Total operating expenses

    32,464       26,860       97,507       74,134  

Loss from operations

    (16,547 )     (6,686 )     (64,436 )     (36,817 )

Other income (expense)

         

           

 

Interest income

    156       65       509       133  

Interest expense

    (1,702 )     (1,989 )     (5,072 )     (6,301 )

Other expense, net

    336       (343 )     1,957       803  

Total other income (expense), net

    (1,210 )     (2,267 )     (2,606 )     (5,365 )

Loss before income taxes

    (17,757 )     (8,953 )     (67,042 )     (42,182 )

Income tax expense

                      (8 )

Net loss

  $ (17,757 )   $ (8,953 )   $ (67,042 )   $ (42,190 )

Net loss per share

 

   

   

   

 

Basic

  $ (0.42 )   $ (0.27 )   $ (1.68 )   $ (1.39 )

Diluted

  $ (0.42 )   $ (0.27 )   $ (1.68 )   $ (1.39 )

 

   

   

   

 

Weighted average shares used to compute net loss per share:

 

   

   

   

 

Basic

    42,311,811       32,774,148       40,021,297       30,392,483  

Diluted

    42,311,811       32,774,148       40,021,297       30,392,483  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

Applied Optoelectronics, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited, in thousands)

 

Three months ended September 30,

   

Nine months ended September 30,

 

 

2024

   

2023

   

2024

   

2023

 

Net loss

  $ (17,757 )   $ (8,953 )   $ (67,042 )   $ (42,190 )

Gain (Loss) on foreign currency translation adjustment

    2,240       (718 )     (268 )     (4,371 )

Comprehensive loss

  $ (15,517 )   $ (9,671 )   $ (67,310 )   $ (46,561 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

Applied Optoelectronics, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three and Nine Months ended September 30, 2024 and 2023

(Unaudited, in thousands, except for share amount)

 

   

   

   

   

Accumulated

   

   

 

 

Common Stock

   

Additional

   

other

   

   

 

 

Number

   

   

paid-in

   

comprehensive

   

Accumulated

   

Stockholders'

 

 

of shares

   

Amount

   

capital

   

gain (loss)

   

deficit

   

equity

 

June 30, 2024

    40,645     $ 41     $ 502,387     $ (1,531 )   $ (314,403 )   $ 186,494  

Issuance of restricted stock, net of shares withheld for employee tax

    279             (383 )                 (383 )

Share-based compensation

                2,944                   2,944  

Public offering of common stock, net

    3,928       4       38,544                   38,548  

Foreign currency translation adjustment

                      2,240             2,240  

Net loss

                            (17,757 )     (17,757 )

September 30, 2024

    44,852     $ 45     $ 543,492     $ 709     $ (332,160 )   $ 212,086  

 

 

   

   

   

   

Accumulated

   

   

 

 

Common Stock

   

Additional

   

other

   

   

 

 

Number

   

   

paid-in

   

comprehensive

   

Accumulated

   

Stockholders'

 

 

of shares

   

Amount

   

capital

   

gain (loss)

   

deficit

   

equity

 

June 30, 2023

    31,785     $ 32     $ 407,003     $ (1,470 )   $ (242,306 )   $ 163,259  

Stock options exercised, net of shares withheld for employee tax

    32             (13 )                 (13 )

Issuance of restricted stock, net of shares withheld for employee tax

    407             (482 )                 (482 )

Share-based compensation

                3,235                   3,235  

Public offering of common stock, net

    2,042       2       22,023                   22,025  

Foreign currency translation adjustment

                      (718 )           (718 )

Net loss

                            (8,953 )     (8,953 )

September 30, 2023

    34,266     $ 34     $ 431,766     $ (2,188 )   $ (251,259 )   $ 178,353  

 

 

   

   

   

   

Accumulated

   

   

 

 

Common Stock

   

Additional

   

other

   

   

 

 

Number

   

   

paid-in

   

comprehensive

   

Accumulated

   

Stockholders'

 

 

of shares

   

Amount

   

capital

   

gain (loss)

   

deficit

   

equity

 

January 1, 2024

    38,148     $ 38     $ 478,972     $ 975     $ (265,116 )   $ 214,869  

Stock options exercised

    1             (2 )                 (2 )

Issuance of restricted stock, net of shares withheld for employee tax

    1,024       1       (3,054 )                 (3,053 )

Share-based compensation

                9,050                   9,050  

Public offering of common stock, net

    5,677       6       58,489                   58,495  

Shares converted by Notes holders

    2             37                   37  

Foreign currency translation adjustment

                      (266 )     (2 )     (268 )

Net loss

                            (67,042 )     (67,042 )

September 30, 2024

    44,852     $ 45     $ 543,492     $ 709     $ (332,160 )   $ 212,086  

 

   

   

   

   

Accumulated

   

   

 

 

Common Stock

   

Additional

   

other

   

   

 

 

Number

   

   

paid-in

   

comprehensive

   

Retained

   

Stockholders'

 

 

of shares

   

Amount

   

capital

   

gain (loss)

   

earnings

   

equity

 

January 1, 2023

    28,623     $ 29     $ 391,526     $ 2,183     $ (209,068 )   $ 184,670  

Stock options exercised, net of shares withheld for employee tax

    32             (13 )                 (13 )

Issuance of restricted stock, net of shares withheld for employee tax

    914       1       (641 )                 (640 )

Share-based compensation

                8,587                   8,587  

Public offering of common stock, net

    4,697       4       32,307                   32,311  

Foreign currency translation adjustment

                      (4,371 )     (1 )     (4,372 )

Net loss

                            (42,190 )     (42,190 )

September 30, 2023

    34,266     $ 34     $ 431,766     $ (2,188 )   $ (251,259 )   $ 178,353  

   ​

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

Applied Optoelectronics, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

 
   

Nine months ended September 30,

 

 

2024

   

2023

 

Operating activities:

 

   

 

Net loss

  $ (67,042 )   $ (42,190 )

Adjustments to reconcile net loss to net cash used in operating activities:

         

 

Allowance of bad debt

    1,802       (27 )

Inventory reserve adjustment

    2,386       7,454  

Depreciation and amortization

    15,293       15,499  

Amortization of debt issuance costs

    1,037       928  

Gain (loss) on disposal of assets

    33       2  

Share-based compensation

    11,841       8,587  

Unrealized foreign exchange (gain)

    (25 )     (583 )

Changes in operating assets and liabilities:

               

Accounts receivable, trade

    (28,884 )     450  

Trade Notes receivable

    172       301  

Prepaid income tax

    (2 )     (2 )

Inventories

    (2,760 )     2,917  

Other current assets

    (2,029 )     1,384  

Operating right of use asset

    784       345  

Accounts payable

    23,099       (12,992 )

Accrued liabilities

    612       (600 )

Accrued Income Tax

    -       (1 )

Unearned revenue

    (364 )     9,497  

Lease liability

    (863 )     (448 )

Net cash used in operating activities

    (44,910 )     (9,479 )

Investing activities:

               

Purchase of property, plant and equipment

    (15,027 )     (2,915 )

Proceeds from disposal of equipment

    7       131  

Deposits and prepaid for equipment

    (6,033 )     (1,948 )

Purchase of intangible assets

    (374 )     (426 )

Net cash used in investing activities

    (21,427 )     (5,158 )

Financing activities:

         

 

Principal payments of long-term debt and notes payable

    (251 )      

Proceeds from line of credit borrowings

    35,639       47,047  

Repayments of line of credit borrowings

    (29,701 )     (71,834 )

Proceeds from bank acceptance payable

    24,831       42,118  

Repayments of bank acceptance payable

    (30,484 )     (39,699 )

Proceeds from issuance of convertible senior notes, net of debt issuance costs

    (214 )      

Principal payments of financing lease

          (15 )

Exercise of stock options

    (2 )     (13 )

Payments of tax withholding on behalf of employees related to share-based compensation

    (3,053 )     (640 )

Proceeds from common stock offering, net

    58,494       32,312  

Cash settlement of share-based compensation

    (2,791 )      

Net cash provided by financing activities

    52,468       9,276  

Effect of exchange rate changes on cash

    139       1,015  

Net decrease in cash, cash equivalents and restricted cash

    (13,730 )     (4,346 )

Cash, cash equivalents and restricted cash at beginning of period

    55,097       35,587  

Cash, cash equivalents and restricted cash at end of period

  $ 41,367     $ 31,241  

Supplemental disclosure of cash flow information:

               

Cash paid for:

               

Interest, net of amounts capitalized

  $ 2,635     $ 6,054  

Income taxes

    1       10  

Non-cash investing and financing activities:

               

Net change in accounts payable related to property and equipment additions

    (411 )     (12 )

Net change in deposits and prepaid for equipment related to property and equipment additions

    276       (473 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

Applied Optoelectronics, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1.   Description of Business​

Business Overview

Applied Optoelectronics, Inc. ("AOI" or the "Company") is a Delaware corporation. The Company is a leading, vertically integrated provider of fiber-optic networking products, primarily for four networking end-markets: internet data center, cable television ("CATV"), telecommunications ("telecom") and fiber-to-the-home ("FTTH"). The Company designs and manufactures a wide range of optical communications products at varying levels of integration, from components, subassemblies and modules to complete turn-key equipment.

The Company has manufacturing and research and development facilities located in the U.S., Taiwan and China. In the U.S., at its corporate headquarters and manufacturing facilities in Sugar Land, Texas, the Company primarily manufactures lasers and laser components and performs research and development activities for laser component and optical module products. In addition, the Company has a research and development facility in Duluth, Georgia. The Company operates in Taipei, Taiwan and Ningbo, China through its wholly-owned subsidiary Prime World International Holdings, Ltd. ("Prime World", incorporated in the British Virgin Islands). Prime World operates a branch in Taipei, Taiwan, which primarily manufactures transceivers and performs research and development activities for the transceiver products. Prime World is the parent of Global Technology, Inc. ("Global", incorporated in the People’s Republic of China). Through Global, the Company primarily manufactures certain of its data center transceiver products, including subassemblies, as well as CATV systems and equipment, and performs research and development activities for CATV and certain data center transceiver products.

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements of the Company as of  September 30, 2024 and  December 31, 2023 and for the three and nine months ended September 30, 2024 and September 30, 2023, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim information and with the instructions on Form 10-Q and Rule 10-01 of Regulation S-X pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). In accordance with those rules and regulations, the Company has omitted certain information and notes required by GAAP for annual consolidated financial statements. In the opinion of management, the condensed consolidated financial statements contain all adjustments, except as otherwise noted, necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented. The year-end condensed balance sheet data was derived from audited financial statements. These condensed consolidated financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K ("Annual Report") for the fiscal year ended December 31, 2023. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results expected for the entire fiscal year. All significant inter-company accounts and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates in the consolidated financial statements and accompanying notes. Significant estimates and assumptions that impact these financial statements and the accompanying notes relate to, among other things, revenue recognition, allowance for doubtful accounts, inventory reserve, impairment of long-lived assets, service and product warranty costs, share-based compensation expense, estimated useful lives of tangible and intangible assets, and taxes.

 

 

 

 

9

   
 

Note 2.  Significant Accounting Policies

There have been no changes in the Company’s significant accounting policies for the three and nine months ended September 30, 2024, as compared to the significant accounting policies described in its 2023 Annual Report.

Recent Accounting Pronouncements

         

           There was no accounting pronouncement adopted in the third quarter of 2024.

         

Recent Accounting Pronouncements Yet to be Adopted

 

In  December 2023, the Financial Accounting Standard Board ("FASB") issued Accounting Standard Update ("ASU") 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which requires the Company to disclose disaggregated jurisdictional and categorical information for the tax rate reconciliation, income taxes paid and other income tax related amounts. This guidance is effective for annual periods beginning after  December 15, 2024, with early adoption permitted. The adoption is expected to enhance the Company's Notes to the Consolidated Financial Statements. The Company is currently evaluating the impact the new standard will have on its financial statements and related disclosures.

 

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which requires the Company to expand the breadth and frequency of segment disclosures to include additional information about significant segment expenses, the chief operating decision maker (CODM) and other items, and also require the annual disclosures on an interim basis. This guidance is effective for annual periods beginning after  December 15, 2023, with early adoption permitted. The standard will be effective for the Company beginning with 2024 10-K and interim periods afterwards. The Company has evaluated this new standard and intends to comply with the new disclosure requirements when required.

 

In  October 2023, the FASB issued ASU 2023-06, "Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative", which amends U.S. GAAP to include 14 disclosure requirements that are currently required under SEC Regulation S-X or Regulation S-K. Each amendment will be effective on the date on which the SEC removes the related disclosure requirement from SEC Regulation S-X or Regulation S-K.  The Company has evaluated the new standard and determined that it will have no material impact on its financial statements or disclosures since the Company is already subject to the relevant SEC disclosure requirements.

 

Note 3.  Revenue Recognition

Disaggregation of Revenue

Revenue is classified based on the location where the product is manufactured. For additional information on the disaggregated revenues by geographical region, see Note 17, "Geographic Information."

 

Revenue is also classified by major product categories and is presented below (in thousands):

  

Three months ended September 30,

 

     

% of

      

% of

 

 

2024

  

Revenue

  

2023

  

Revenue

 

Data Center

 $40,945   62.8% $48,807   78.0%

CATV

  20,947   32.2%  10,268   16.4%

Telecom

  2,798   4.3%  3,074   5.0%

FTTH

     0.0%     0.0%

Other

  461   0.7%  398   0.6%

Total Revenue

 $65,151   100.0% $62,547   100.0%

 

  

Nine months ended September 30,

 

     

% of

      

% of

 

 

2024

  

Revenue

  

2023

  

Revenue

 

Data Center

 $104,283   69.9% $96,731   61.5%

CATV

  35,501   23.8%  47,391   30.1%

Telecom

  7,445   5.0%  11,013   7.0%

FTTH

     0.0%  57   0.1%

Other

  1,865   1.3%  2,001   1.3%

Total Revenue

 $149,094   100.0% $157,193   100.0%

Unearned Revenue

We record unearned revenues when cash payments are received or due in advance of our performance, including amounts which are refundable. Unearned revenues solely relate to statement of work with Microsoft regarding contract prices allocated to the performance obligations that are unsatisfied, or partially unsatisfied, as of the balance sheet dates. Unearned revenue balance as of  September 30, 2024 and  December 31, 2023 was $1.4 million and $1.8 million, respectively. For the three months ended September 30, 2024 and 2023, revenue recognized from the unearned revenue balance was $0.1 million and $1.9 million, respectively. For the nine months ended September 30, 2024 and 2023, revenue recognized from the unearned revenue balance was $0.4 million and $3.1 million, respectively. The contract with Microsoft does not fall under ASC 842, Lease Accounting. 

   

  

Three months ended September 30,

  

Nine months ended September 30,

 
  

2024

  

2023

  

2024

  

2023

 

Unearned revenue, beginning of period

 $1,570  $11,720  $1,803  $3,000 

Additional unearned revenue

     2,724      12,608 

Revenue recognized

  131   1,947   364   3,111 

Unearned revenue, end of period

 $1,439  $12,497  $1,439  $12,497 

 

10

 

 

 

Note 4.  Leases

The Company leases space under non-cancellable operating leases for certain manufacturing facilities, certain research and development offices, and certain storage facilities and apartments. These leases do not contain contingent rent provisions. The Company also leases certain machinery, office equipment and a vehicle under an operating lease. Many of its leases include both lease (e.g. fixed payments including rent, taxes, and insurance costs) and non-lease components (e.g. common-area or other maintenance costs) which are accounted for as a single lease component as the Company has elected the practical expedient to group lease and non-lease components for all leases. Several of the leases include one or more options to renew which have been assessed and either included or excluded from the calculation of the lease liability of the right of use ("ROU") asset based on management’s intentions and individual fact patterns. Several warehouses and apartments have non-cancellable lease terms of less than one-year and therefore, the Company has elected the practical expedient to exclude these short-term leases from its ROU asset and lease liabilities.

As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Based on the applicable lease terms and current economic environment, the Company applies a location approach for determining the incremental borrowing rate.

 

Lease expense is included under general and administrative expenses and was $0.4 million, and $0.3 million for the three months ended September 30, 2024 and 2023, respectively. The lease expense was $1.1 million and $0.9 million for the nine months ended September 30, 2024 and 2023, respectively. The components of lease expense were as follows for the periods indicated (in thousands):

  

  

Three months ended September 30,

  

Nine months ended September 30,

 

 

2024

  

2023

  

2024

  

2023

 

Operating lease expense

 $318  $287  $1,028  $849 

Financing lease expense

     8      24 

Short Term lease expense

  41   3   62   9 

Total lease expense

 $359  $298  $1,090  $882 

 

Maturities of lease liabilities are as follows for the future one-year periods ending  September 30, 2024 (in thousands):

Fiscal years:

 

Operating

 

2024 (remaining 3 months)

 $309 

2025

  1,256 

2026

  1,069 

2027

  1,061 

2028

  1,060 

2029 and thereafter

  449 

Total lease payments

  5,204 

Less imputed interest

  (358)

Present value

 $4,846 

The weighted average remaining lease term and discount rate for the leases were as follows for the periods indicated:

  

Nine months ended September 30,

 

 

2024

  

2023

 

Weighted Average Remaining Lease Term (Years) - operating leases

  4.38   5.33 

Weighted Average Remaining Lease Term (Years) - financing leases

     0.08 

Weighted Average Discount Rate - operating leases

  3.12%  3.28%

Weighted Average Discount Rate - financing leases

     5.00%

 

Supplemental cash flow information related to the leases was as follows for the periods indicated (in thousands):

 

  

Nine months ended September 30,

 

 

2024

  

2023

 

Cash paid for amounts included in the measurement of lease liabilities

 

  

 

Operating cash flows from operating leases

 $964  $934 

Operating cash flows from financing lease

     3 

Financing cash flows from financing lease

     15 

11

 
 

Note 5.  Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the statement of financial position that sum to the total of the same such amounts in the statement of cash flows (in thousands):

 

  

September 30,

  

December 31,

 

 

2024

  

2023

 

Cash and cash equivalents

 $34,124  $45,366 

Restricted cash

  7,243   9,731 

Total cash, cash equivalents and restricted cash shown in the statement of cash flows

 $41,367  $55,097 

Restricted cash includes guarantee deposits for customs duties, China government subsidy fund, and compensating balances associated with certain credit facilities. As of  September 30, 2024 and December 31, 2023, there were $4.0 million and $6.5 million of restricted cash required for bank acceptance notes issued to vendors, respectively. In addition, there were deposits of $2.6 million and $2.5 million in certificates of deposit associated with credit facilities with a bank in China as of September 30, 2024 and December 31, 2023 , respectively. There were $0.7 million guarantee deposits for customs duties as of September 30, 2024 and December 31, 2023.

 

Note 6.  Loss Per Share

Basic net loss per share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share has been computed using the weighted-average number of shares of common stock and dilutive potential common shares from stock options, restricted stock units and senior convertible notes outstanding during the period. In periods with net losses, normally dilutive shares become anti-dilutive. Therefore, basic and diluted loss per share are the same.

The following table sets forth the computation of the basic and diluted net loss per share for the periods indicated (in thousands):

  

Three months ended September 30,

  

Nine months ended September 30,

 

 

2024

  

2023

  

2024

  

2023

 

Numerator:

 

  

  

  

 

Net loss

  (17,757) $(8,953) $(67,042) $(42,190)

Denominator:

 

  

  

  

 

Weighted average shares used to compute net loss per share

 

  

  

  

 

Basic

  42,312   32,774   40,021   30,392 

Diluted

  42,312   32,774   40,021   30,392 

Net loss per share

 

  

  

  

 

Basic

 $(0.42) $(0.27) $(1.68) $(1.39)

Diluted

 $(0.42) $(0.27) $(1.68) $(1.39)

 

The following potentially dilutive securities were excluded from the diluted net loss per share as their effect would have been antidilutive (in thousands):

 

  

Three months ended September 30,

  

Nine months ended September 30,

 

 

2024

  

2023

  

2024

  

2023

 

Employee stock options

     8       

Restricted stock units

  2,097   2,650   2,543   973 

Shares for convertible senior notes

  5,264   4,587   5,264   4,587 

Total antidilutive shares

  7,361   7,245   7,807   5,560 

​​

 

Note 7.  Inventories

Inventories, net of inventory write-downs, consist of the following for the periods indicated (in thousands):​

 

 

September 30, 2024

  

December 31, 2023

 

Raw materials

 $33,154  $22,128 

Work in process and sub-assemblies

  30,650   33,792 

Finished goods

  16,196   22,452 

Allowance for inventory

  (15,618)  (14,506)

Total inventories

 $64,382  $63,866 

 

For the three months ended September 30, 2024 and 2023, the inventory reserve adjustment expensed for inventory was $0.7 million and $2.4 million, respectively. For nine months ended  September 30, 2024 and 2023, the inventory reserve adjustment expensed for inventory was $2.4 million and $7.5 million, respectively.

 

For the three months ended September 30, 2024 and 2023, the direct inventory write-offs related to scrap, discontinued products and damaged inventories were $0.7 million and $1.5 million, respectively. For the nine months ended September 30, 2024 and 2023, the direct inventory write-offs related to scrap, discontinued products and damaged inventories were $2.4 million and $8.4 million, respectively.

 

   

12

 
 

Note 8.  Property, Plant & Equipment

Property, plant and equipment consisted of the following for the periods indicated (in thousands):

 

September 30, 2024

  

December 31, 2023

 

Land improvements

 $806  $806 

Buildings and improvements

  120,617   86,534 

Machinery and equipment

  264,429   257,842 

Furniture and fixtures

  5,115   5,449 

Computer equipment and software

  12,955   12,059 

Transportation equipment

  666   673 

  404,588   363,363 

Less accumulated depreciation

  (204,675)  (194,086)

  199,913   169,277 

Construction in progress

  4,289   29,939 

Land

  1,101   1,101 

Total property, plant and equipment, net

 $205,303  $200,317 

For the three months ended September 30, 2024 and 2023, the depreciation expense of property, plant and equipment was $5.1 million and $4.8 million, respectively. For the nine months ended September 30, 2024 and 2023, the depreciation expenses of property, plant and equipment were $15.0 million

 

As of September 30, 2024, the Company concluded that its continued loss history constitutes a triggering event as described in ASC 360-10-35-21,Property, Plant, and Equipment.  The Company performed a recoverability test and concluded that future undiscounted cash flows exceed the carrying amount of the Company’s long-lived assets and therefore no impairment charge was recorded. 

 

Note 9.  Intangible Assets, net

Intangible assets consisted of the following for the periods indicated (in thousands):

  

September 30, 2024

 

 

Gross

  

Accumulated

  

Intangible

 

 

Amount

  

amortization

  

assets, net

 

Patents

 $9,788  $(6,278) $3,510 

Trademarks

  202   (49)  153 

Total intangible assets

 $9,990  $(6,327) $3,663 

 

  

December 31, 2023

 

 

Gross

  

Accumulated

  

Intangible

 

 

Amount

  

amortization

  

assets, net

 

Patents

 $9,502  $(5,981) $3,521 

Trademarks

  138   (31)  107 

Total intangible assets

 $9,640  $(6,012) $3,628 

For the three months ended September 30, 2024 and 2023, amortization expense for intangible assets, included in general and administrative expenses on the statement of operations, was $0.1 million and $0.2 million, respectively. For the nine months ended September 30, 2024 and 2023, amortization expense for intangible assets, included in general and administrative expenses on the statement of operations, was $0.3 million and $0.5 million, respectively. The remaining weighted average amortization period for intangible assets is approximately 9 years.

 

On September 30, 2024, future amortization expenses for intangible assets for future periods are estimated to be (in thousands):

 

2024 (remaining 3 months)

 $102 

2025

  442 

2026

  442 

2027

  442 

2028

  442 

2029 and thereafter

  1,793 
  $3,663 

 

 

Note 10.  Fair Value of Financial Instruments​

The carrying value amounts of cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses, notes receivable and other current assets, accounts payable, accrued expenses, bank acceptance payable and other current liabilities approximate fair value because of the short-term maturity of these instruments. The Company believes that the interest rates in effect at each period end represent the current market rates for similar borrowings. 

 

The fair value of convertible senior notes is measured for disclosure purposes only. The fair value and carrying amount of our convertible senior notes as of  September 30, 2024 was $94.1 million and $77.1 million, respectively. As of December 31, 2023, the fair value and carrying amount of our convertible senior notes were both $76.5 million. The fair value is based on observable market prices for this debt, which is traded in less active markets and are therefore classified as a Level 2 fair value measurement.

  

13

 
 

Note 11.  Notes Payable and Long-Term Debt

Notes payable and long-term debt consisted of the following for the periods indicated (in thousands):

  

September 30, 2024

  

December 31, 2023

 

Revolving line of credit with a China bank up to $24.3 million with interest between 4.25% to 4.35%, maturing May 24, 2029

 $11,787  $12,608 

Credit facility with a China bank up to $28.5 million with interest between 4.00% and 4.35%, maturing June 6, 2027

  17,696   10,589 

Total

  29,483   23,197 

Less current portion

  (29,483)  (23,197)

Non-current portion

 $  $ 

 

Bank Acceptance Notes Payable

 

September 30, 2024

  

December 31, 2023

 

Bank acceptance notes issued to vendors with a 0.05% handling fees

  

$ 9,934

   

$ 15,482

 

 

The current portion of long-term debt is the amount payable within one year of the balance sheet date of September 30, 2024.

Maturities of long-term debt are as follows for the future one-year periods ending  September 30, 2024 (in thousands):

Within one year

 $29,483 

Beyond one year

   

Total outstanding

 $29,483 

 

 

On May 24, 2019, the Company’s China subsidiary, Global, entered into a five-year revolving credit line agreement, totaling 180,000,000 RMB (the "SPD Credit Line"), or approximately $25.4 million at that time, and a mortgage security agreement (the "Security Agreement"), with Shanghai Pudong Development Bank Co., Ltd ("SPD"). Borrowing under the SPD Credit Line will be used for general corporate and capital investment purposes, including the issuance of bank acceptance notes to Global’s vendors. Global may draw upon the SPD Credit Line on an as-needed basis at any time during the 5-year term; however, draws under the SPD Credit Line may become due and repayable to SPD at SPD’s discretion due to changes in Chinese government regulations and/or changes in Global’s financial and operational condition. Each draw will bear interest equal to SPD’s commercial banking interest rate effective on the day of the applicable draw. Global’s obligations under the SPD Credit Line will be secured by real property owned by Global and mortgaged to the Bank under the terms of the Security Agreement.

 

On May 24, 2024, Global renewed the SPD Credit Line for a five-year revolving credit line, totaling 170,000,000 RMB (the “Renewed SPD Credit Line”) or approximately $23.9 million at that time, and Global also entered into a mortgage contract security agreement, with SPD. Global may draw upon the Credit Line on an as-needed basis between May 24, 2024 and May 24, 2029. 

 

As of September 30, 2024, $ 11.8 million was outstanding under the Renewed SPD Credit Line and the outstanding balance of bank acceptance notes issued to vendors was $9.9 million.

 

On June 7, 2022, the Company's China Subsidiary, Global, entered a security agreement with China Zheshang Bank in Ningbo City, China ("CZB") for a five-year credit line agreement, totaling 200,000,000 RMB (the "¥200M Credit Facility"), or approximately $29.9 million at that time. Global may draw upon the ¥200M Credit Facility between June 7, 2022 and June 6, 2027 (the "¥200M Credit Period"). During the ¥200M Credit Period, Global may request to draw upon the ¥200M Credit Facility on an as-needed basis; however, draws under the ¥200M Credit Facility may become due and repayable to CZB at CZB’s discretion due to changes in Chinese government regulations and/or changes in Global’s financial and operational condition. Each draw will be facilitated by a separate credit agreement specifying the terms of each draw and will bear interest equal to CZB's commercial banking interest rate effective on the day of the applicable draw. Global’s obligations under the ¥200M Credit Facility will be secured by real property owned by Global and mortgaged to CZB under the terms of the Real Estate Security Agreement. On December 21, 2023, Global entered into an asset pool business cooperation agreement ("Asset Pool Agreement") and an asset pool pledge contract (the "Pledge Contract") (referred to collectively as the Pledge Asset Line"), with CZB, which supplements the existing ¥200M Credit Facility. The Pledge Asset Line does not constitute a new credit line or an increase to the existing credit limits. Global may draw upon the Pledge Asset Line between December 21, 2023 and December 21, 2025 (the "Asset Pool Period"). During the Asset Pool Period, Global may request to draw upon the Pledge Asset Line on an as-needed bases; however, amount of available credit under the Pledge Asset Line and approval of each draw may be reduced or declined by CZB due to changes in Chinese government regulations and/or changes in Global's financial and operational condition. Each draw will be facilitated by a separate credit agreement specifying the terms of each draw and will bear interest equal to CZB's commercial banking interest rate effective on the day of the applicable draw. Global's obligations under the Pledge Asset Line will be secured by certain financial assets, including but not limited to, deposit receipts, domestic accounts receivable and electronic commercial paper. As of September 30, 2024, $17.7 million was outstanding under the ¥200M Credit Facility, and there was no outstanding balance of bank acceptance notes issued to vendors.

 

As of  September 30, 2024 and December 31, 2023, the Company had $23.3 million and $22.5 million of unused borrowing capacity, respectively.

 

As of  September 30, 2024 and December 31, 2023, there was $6.5 million and $9.7 million of restricted cash, investments or security deposits associated with the loan facilities, respectively.

14

 
 

Note 12.  Convertible Senior Notes

On  March 5, 2019, the Company issued $80.5 million of 5% convertible senior notes due 2024 (the “2024 Notes”). On  December 5, 2023, the Company issued approximately $80.2 million aggregate principal amount of 5.250% convertible senior notes due 2026 (the "2026 Notes"), and on the same day consummated various separate, privately negotiated exchange agreements with certain holders of its 2024 Notes to exchange or repurchase approximately $80.2 million principal amount of the 2024 Notes for aggregate consideration consisting of approximately $81.1 million in cash, which included accrued interest on the 2024 Notes, and approximately 466,368 shares of the Company's common stock, par value $0.001 per share. The Company paid off the remaining $0.29 million of the 2024 Notes on March 15, 2024.

 

The 2026 Notes were issued pursuant to an Indenture, dated as of  December 5, 2023, (the "Indenture"), between the Company and Computershare Trust Company, N.A., as trustee. The 2026 Notes bear interest at a rate of 5.250% per year and pay interest semi-annually in arrears on  June 15 and  December 15 of each year, beginning on  June 15, 2024. The 2026 Notes mature on  December 15, 2026, unless earlier converted, redeemed or repurchased in accordance with their terms.

 

The following table presents the carrying value of the 2026 Notes for the periods indicated (in thousands):

  

September 30,

  

December 31,

 

 

2024

  

2023

 

Principal

 $80,214  $80,214 

Unamortized debt issuance costs

  (3,161)  (3,981)

Net carrying amount

 $77,053  $76,233 

The conversion rate for the 2026 Notes is 65.6276 shares of the Company’s common stock per $1,000 principal amount of the 2026 Notes (which is equivalent to a conversion price of approximately $15.24 per share of the Company’s common stock, representing a premium of approximately 15% over the last reported sale price of the Company’s common stock on  November 30, 2023 of $13.25 per share), subject to adjustment. Before  September 15, 2026, holders of the 2026 Notes have the right to convert their 2026 Notes only upon the occurrence of certain events. From and after  September 15, 2026, holders of the 2026 Notes  may convert their 2026 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election, based on the applicable conversion rate(s).

 

Currently there are no guarantors of the 2026 Notes, but the 2026 Notes would be fully and unconditionally guaranteed, on a senior, unsecured basis by certain of the Company’s future domestic subsidiaries, should any such subsidiaries be formed.  The 2026 Notes are the Company’s senior, unsecured obligations and are equal in right of payment with existing and future senior, unsecured indebtedness, senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the 2026 Notes and effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness.  The Note Guarantee (as defined in the Indenture) of each future guarantor, if any, will be such guarantor’s senior, unsecured obligations and is equal in right of payment with existing and future senior, unsecured indebtedness, senior in right of payment to such future guarantor’s existing and future indebtedness that is expressly subordinated to the 2026 Notes and effectively subordinated to such future guarantor’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness.

 

The Indenture contains covenants that limit the Company’s ability and the ability of our subsidiaries to, among other things: (i) incur or guarantee additional indebtedness or issue disqualified stock; and (ii) create or incur liens.

 

The 2026 Notes will be redeemable, in whole or in part (subject to certain limitations described in the Indenture), at the Company’s option at any time, and from time to time, on or after  December 15, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date it sends such notice.

 

In addition, the 2026 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of a holder of 2026 Notes as of the close of business on a record date to receive the related interest payment on the corresponding interest payment date), if the Company completes the "Specified Divestiture" of (xone or more of its manufacturing facilities located in the People’s Republic of China and/or (y) significant assets located in the People’s Republic of China which relate to the Company’s transceiver business and multi-channel optical sub-assembly products (or any substantially related assets), for aggregate consideration in cash to the Company of not less than the U.S. Dollar equivalent of $150,000,000 (measured at the time of completion).

 

Calling any Convertible Note for redemption will constitute a “Make-whole fundamental change” (as defined in the Indenture) with respect to that Convertible Note, in which case the conversion rate applicable to the conversion of that Convertible Note will be increased in certain circumstances if it is converted after it is called for redemption.

 

In addition, if the Specified Divestiture is completed, then each holder of 2026 Notes will have the right to require the Company to repurchase its 2026 Notes for cash on a date of the Company’s choosing, which must be a business day that is no more than 35, nor less than 20, business days after we send the related notice of Specified Divestiture. The repurchase price for a note tendered for such repurchase will be equal to the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date (subject to the right of a holder of 2026 Notes as of the close of business on a record date to receive the related interest payment on the corresponding interest payment date).

 

Moreover, if the Company undergoes a fundamental change, as described in the Indenture, holders of the 2026 Notes  may require the Company to repurchase for cash all or part of their 2026 Notes at a repurchase price equal to 100% of the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the required repurchase date.

 

Additionally, the 2026 Notes are subject to customary events of default. No sinking fund is provided for the 2026 Notes.

 

Pursuant to the guidance in ASC 815-40, Contracts in Entity’s Own Equity, the Company evaluated whether the conversion feature of the note needed to be bifurcated from the host instrument as a freestanding financial instrument. Under ASC 815-40, to qualify for equity classification (or non-bifurcation, if embedded) the instrument (or embedded feature) must be both (1) indexed to the issuer’s own stock and (2) meet the requirements of the equity classification guidance. Based upon the Company’s analysis, it was determined the conversion option is indexed to its own stock and also met all the criteria for equity classification contained in ASC 815-40-25-7 and 815-40-25-10. Accordingly, the conversion option is not required to be bifurcated from the host instrument as a freestanding financial instrument. Since the conversion feature meets the equity scope exception from derivative accounting, the Company then evaluated whether the conversion feature needed to be separately accounted for as an equity component under ASC 470-20, Debt with Conversion and Other Options. The Company determined that notes should be accounted for in their entirety as a liability.

 

15

 

The Company incurred approximately $4.3 million in transaction costs in connection with the issuance of the 2026 Notes. These costs were recognized as a reduction of the carrying amount of the Notes utilizing the effective interest method and are being amortized over the term of the Notes.

The following table sets forth interest expense information related to the 2024 Notes and 2026 Notes (in thousands):

  

Three months ended September 30,

  

Nine months ended September 30,

 

 

2024

  

2023

  

2024

  

2023

 

Contractual interest expense

 $1,053  $1,006  $3,161  $3,019 

Amortization of debt issuance costs

  363   208   1,072   618 

Total interest cost

 $1,416  $1,214  $4,233  $3,637 

Effective interest rate

  5.3%  5.1%  5.3%  5.1%

 

Note 13.  Accrued Liabilities​

Accrued liabilities consisted of the following for the periods indicated (in thousands):

  

September 30, 2024

  

December 31, 2023

 

Accrued payroll

 $10,143  $12,146 

Accrued employee benefits

  3,674   3,376 

Accrued state and local taxes

  1,392   745 

Accrued interest

  1,345   341 

Accrued shipping and tariff expenses

  291   27 

Advanced payments

  228   187 

Accrued commission expenses

  667   649 

Accrued professional fees

  218   270 

Accrued product warranty

  246   255 

Accrued other

  936   553 

Total accrued liabilities

 $19,140  $18,549 

 

Note 14.  Other Income and Expense

Other income and expense consisted of the following for the periods indicated (in thousands):

 

   

Three months ended September 30,

   

Nine months ended September 30,

 

 

2024

   

2023

   

2024

   

2023

 

Gain (loss) on disposal of assets

  $ (28 )   $ 5     $ (33 )   $ (2 )

Government subsidy income

    43       77       370       910  

Foreign Exchange Gain (Loss)

    172       (435 )     216       (259 )

Other non-operating gain

    149       10       1,404       154  

Total other income (expenses) , net

  $ 336     $ (343 )   $ 1,957     $ 803  

 

Note 15.  Share-Based Compensation

Equity Plans

The Company’s board of directors and stockholders approved the following equity plans:

 

the 2013 Equity Incentive Plan ("2013 Plan")

 

the 2021 Equity Incentive Plan ("2021 Plan")

 the 2023 Equity Inducement Plan ("Inducement Plan")

 

The Company has issued stock options, restricted stock awards ("RSAs") and restricted stock units ("RSUs") to employees, consultants and non-employee directors. Stock option awards generally vest over a four-year period and have a maximum term of ten years. Stock options under these plans have been granted with an exercise price equal to the fair market value on the date of the grant. Nonqualified and Incentive Stock Options, RSAs and RSUs may be granted from these plans.

16

 

Stock Options

Options have been granted to the Company’s employees under the 2013 Plan and generally become exercisable as to 25% of the shares on the first anniversary date following the date of grant and 12.5% on a semi-annual basis thereafter. All options expire ten years after the date of grant.

The following is a summary of option activity:

  

  

  

Weighted

  

  

Weighted

  

 

 

  

Weighted

  

Average

  

  

Average

  

 

 

  

Average

  

Share Price

  

Weighted

  

Remaining

  

Aggregate

 

 

Number of

  

Exercise

  

on Date of

  

Average

  

Contractual

  

Intrinsic

 

 

shares

  

Price

  

Exercise

  

Fair Value

  

Life

  

Value

 

 

(in thousands, except price data and Contractual Life)

 

Outstanding at January 1, 2024

  1  $13.84     $7.12   0.08  $8 

Exercised

     13.84      7.12      2 

Forfeited

  (1)  13.84      7.12       

Outstanding, September 30, 2024

                  

Exercisable, September 30, 2024

                  

Vested and expected to vest

                  
 

As of September 30, 2024, there was no unrecognized stock option expense.

Performance Based Incentive

 

Starting in 2021, certain senior executives were granted performance stock units ("PSUs") under our 2021 Equity Incentive Plan ("2021 Plan"), which generally vest over a three-year period subject to achievement of certain pre-established performance metrics. The number of shares of common stock that would ultimately be issued to settle PSUs granted ranged from 0% to 200% of the target number of shares granted. We estimate the fair value of the PSUs on the date of grant using a Monte Carlo simulation model, with stock-based compensation expense recognized ratably over the applicable three-year performance period. The Company recognized stock-based compensation expense for the PSUs for the three months ended  September 30, 2024 and 2023 of $3.8 million and $1.1 million, respectively. The Company recognized stock-based compensation expense for the nine months ended  September 30, 2024 and 2023 of $5.8 million and $2.0 million, respectively.

 

On June 12, 2024, the Compensation Committee certified the Company exceeded the maximum performance target level for each of the performance targets set for the PSUs granted in June 2021 (the "2021 PSUs"). Therefore, applicable employees were entitled to payment of the 2021 PSUs at 200% of the target shares granted under the 2021 Plan. On June 6, 2024, at the annual meeting of stockholders, a proposal to increase the number of shares of common stock authorized for issuance under the 2021 Equity Incentive Plan by 2,000,000 shares was not approved, and as a result, the Company did not have enough shares of common stock available for issuance to satisfy the additional shares earned above 100% of target shares of the 2021 PSUs (the "2021 Additional Shares"). In lieu of shares of common stock, the Company settled the 2021 Additional Shares in cash, resulting in an additional $2.8 million of stock-based compensation expense in thenine months ended September 30, 2024. 

 

The following is a summary of PSU activity for the nine months ended September 30, 2024:

 

  

  

Weighted

  

  

 

 

  

Average Share

  

Weighted

  

Aggregate

 

 

Number of

  

Price on Date

  

Average Fair

  

Intrinsic

 

 

shares

  

of Release

  

Value

  

Value

 

 

(in thousands, except price data)

 

Outstanding at January 1, 2024

  1,533     $7.82  $29,610 

Granted

  191      16.40   1,958 

Released

  (277)  10.44   14.27   2,890 

Cancelled/Forfeited

            

Outstanding, September 30, 2024

  1,447      7.72   20,711 

Vested and expected to vest

  1,447     $7.72   20,711 

 

As of September 30, 2024, there was $6.7 million of unrecognized stock-based compensation expense related to outstanding PSUs, which expense is expected to be recognized over 1.9 years.

 

Restricted Stock Units

 

The following is a summary of RSU activity:

 

  

  

Weighted

  

  

 

 

  

Average Share

  

Weighted

  

Aggregate

 

 

Number of

  

Price on Date

  

Average Fair

  

Intrinsic

 

 

shares

  

of Release

  

Value

  

Value

 

 

(in thousands, except price data)

 

Outstanding at January 1, 2024

  2,873     $4.89  $55,507 

Granted

  701      10.52   7,375 

Released

  (1,031)  12.51   6.11   12,895 

Cancelled/Forfeited

  (27)     6.16   394 

Outstanding, September 30, 2024

  2,516      5.95   36,001 

Vested and expected to vest

  2,516     $5.95  $36,001 

As of September 30, 2024, there was $13.3 million of unrecognized compensation expense related to these RSUs. This expense is expected to be recognized over 2.5 years.

 

17

 

Share-Based Compensation

Employee share-based compensation expenses recognized for the periods indicated (in thousands):

  

Three months ended

  

Nine months ended

 

 

September 30,

  

September 30,

 

 

2024

  

2023

  

2024

  

2023

 

Share-based compensation - by expense type

 

  

         

Cost of goods sold

 $116  $123  $355  $393 

Research and development

  356   358   1,114   1,135 

Sales and marketing

  334   300   1,160   786 

General and administrative

  2,137   2,454   9,212   6,273 

Total share-based compensation expense

 $2,943  $3,235  $11,841  $8,587 

 

 

Note 16.  Income Taxes

For the three months ended September 30, 2024 and 2023, the effective tax rate varied from the federal statutory rate of 21% primarily due to the change of the valuation allowance on federal, state, Taiwan, and China deferred tax assets ("DTA"). 

 

The Company continually monitors and performs an assessment of the realizability of its DTAs, including an analysis of factors such as future taxable income, reversal of existing taxable temporary differences, and tax planning strategies. In assessing the need for a valuation allowance, the Company considered both positive and negative evidence related to the likelihood of realization of deferred tax assets using a “more likely than not” standard. In making such assessment, more weight was given to evidence that could be objectively verified, including recent cumulative losses. Based on the Company’s review of this evidence, management determined that a full valuation allowance against all of the Company’s net deferred tax assets at  September 30, 2024 was appropriate.

 

 

Note 17.  Geographic Information

The Company operates in one reportable segment. The Company’s Chief Executive Officer, who is considered to be the chief operating decision maker, manages the Company’s operations as a whole and reviews financial information presented on a consolidated basis, accompanied by information about product revenue, for purposes of evaluating financial performance and allocating resources.

The following tables set forth the Company’s revenue and asset information by geographic region. Revenue is classified based on the location of where the product is manufactured. Long-lived assets in the tables below comprise property, plant, equipment,land use rights, right of use assets and intangible assets (in thousands):

  

Three months ended September 30,

  

Nine months ended September 30,

 

 

2024

  

2023

  

2024

  

2023

 

Revenues:

 

  

  

  

 

United States

 $1,659  $5,494  $6,336  $14,636 

Taiwan

  34,663   37,194   88,225   113,851 

China

  28,829   19,859   54,533   28,706 

Total

 $65,151  $62,547  $149,094  $157,193 

 

 

September 30,

  

December 31,

 

 

2024

  

2023

 

Long-lived assets:

 

  

 

United States

 $78,415  $75,283 

Taiwan

  46,912   47,668 

China

  98,453   91,050 

Total

 $223,780  $214,001 

 

18

 
 

Note 18.  Contingencies

Litigation

Overview

 

From time to time, the Company may be subject to legal proceedings and litigation arising in the ordinary course of business, including, but not limited to, inquiries, investigations, audits and other regulatory proceedings, such as described below. The Company records a loss provision when it believes it is both probable that a liability has been incurred and the amount can be reasonably estimated.

 

           Unless otherwise disclosed, the Company is unable to estimate the possible loss or range of loss for the legal proceeding described below.

 

Arbitration filed by Yuhan Optoelectronic Technology (Shanghai) Co., Ltd.

 

On September 12, 2023, the Company delivered notice of termination with respect to that certain Agreement for the Sale and Purchase of a New Company to be Established in Hong Kong Special Administrative Region of the People’s Republic of China (the “Purchase Agreement”), dated September 15, 2022, with Prime World International Holdings Ltd. (the “Seller”) and Yuhan Optoelectronic Technology (Shanghai) Co., Ltd. (the “Purchaser”), pursuant to which the Seller would divest its manufacturing facilities located in the People's Republic of China and certain assets related to its transceiver business and multichannel optical sub-assembly products for the internet data center, FTTH and telecom markets. The termination, in accordance with the terms of the Purchase Agreement, was a result of the Purchaser's failure to satisfy certain of its material obligations under the Purchase Agreement. In terminating the Purchase Agreement, we also asserted the right to recover a break-up fee from the Purchaser. On December 22, 2023, the Purchaser filed for arbitration in Hong Kong with the Hong Kong International Arbitration Centre (“HKIAC”) challenging the validity of our termination notice and seeking specific performance with respect to the transactions contemplated in the Purchase Agreement, which in any case if specific performance is granted by HKIAC, the transaction contemplated by the Purchase Agreement would still have to be approved by the Committee on Foreign Investment in the United States prior to its consummation. On January 22, 2024, the Company filed its response, generally denying the Purchaser’s allegations and asserting counterclaims for recovery of a break-up fee. The Company intends to vigorously defend this matter.  The Company is not able to determine the outcome of this dispute or the likelihood or amount of the Company’s loss or recovery, if any, arising from this matter. The HKIAC Tribunal issued a procedural order on April 17, 2024 setting the evidentiary hearing to be held on September 2025.

 

Other Contingencies

 

On  August 9, 2021, the Company received a Taxes Notification of Audit Result ("Notice") from the Texas Comptroller’s Office (the "Comptroller"), for fiscal years between 2016 and 2019, informing the Company that the Comptroller believes the Company did not qualify for certain sales and use tax exemptions on various Research and Development purchases and accordingly the Company is liable for Sale and Use Tax in the amount of approximately $1.0 million including interest charges. The Company paid $0.4 million for the tax notice in May 2021, but challenged the remaining tax assessments and vigorously defended its position. The Comptroller’s office exhausted its redetermination period and therefore moved AOI’s case to the hearing process. No hearing date has yet been scheduled, and as a result the Company is not able to determine the outcome of this sales tax dispute or the likelihood or amount of the Company’s loss, if any, arising from this matter.

 

 

Note 19.  Subsequent Events

On November 5, 2024, the Company provided notice of its termination, effective on November 6, 2024, of the Equity Distribution Agreement dated March 13, 2024 between the Company and Raymond James & Associates in connection with the Company’s At-The-Market equity offering program (the “ATM program”).  As of the termination date, the ATM program had generated total gross proceeds of $59.9 million.

 

 

  

19

 
 

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the accompanying notes appearing elsewhere in this Quarterly Report on Form 10-Q for the period ended September 30, 2024 and the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the fiscal year ended December 31, 2023 included in our Annual Report. References to "Applied Optoelectronics," “we," "our" and "us" are to Applied Optoelectronics, Inc. and its subsidiaries unless otherwise specified or the context otherwise requires.

This Quarterly Report on Form 10-Q contains "forward-looking statements" that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Quarterly Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Terminology such as "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "could," "would," "target," "seek," "aim," "believe," "predicts," "think," "objectives," "optimistic," "new," "goal," "strategy," "potential," "is likely," "will," "expect," "plan," "project," "permit,"  or by other similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements.

We have based these forward-looking statements largely on our current expectations and projections about future events and industry and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified in "Part II —Item 1A. Risk Factors" provided below, and those discussed in other documents we file with the SEC, including our Report on Form 10-K for the year ended December 31, 2023 and subsequent Quarterly Reports on Form 10-Q. Furthermore, such forward-looking statements speak only as of the date of this Quarterly Report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report.

Overview

We are a leading, vertically integrated provider of fiber-optic networking products. We target four networking end-markets: internet data centers, cable television, ("CATV"), telecommunications ("telecom"), and fiber-to-the-home ("FTTH"). We design and manufacture a range of optical communications products at varying levels of integration, from components, subassemblies and modules to complete turn-key equipment. In designing products for our customers, we typically begin with the fundamental building blocks of lasers and laser components. From these foundational products, we design and manufacture a wide range of products to meet our customers’ needs and specifications, and such products differ from each other by their end market, intended use and level of integration. We are primarily focused on the higher-performance segments within the internet data center, CATV, telecom and FTTH markets which increasingly demand faster connectivity and innovation. 

The four end markets we target are all driven by significant bandwidth demand fueled by the growth of network-connected devices, video traffic, cloud computing and online social networking. Within the internet data center market, we benefit from the increasing use of higher-capacity optical networking technology as a replacement for older, lower-speed optical interconnects, particularly as speeds reach 800 Gbps and above, as well as the movement to open internet data center architectures and the increasing use of in-house equipment design among leading internet companies. Within the CATV market, we benefit from a number of ongoing trends including the move to higher bandwidth networks among CATV service providers, especially the desire by MSOs to increase the return-path bandwidth available to offer to their customers. In the FTTH market, we benefit from continuing PON deployments and system updates among telecom service providers. In the telecom market, we benefit from deployment of new high-speed fiber-optic networks by telecom network operators, including 5G networks. 

Our vertically integrated manufacturing model provides us several advantages, including rapid product development, fast response times to customer requests and greater control over product quality and manufacturing costs. We design, manufacture and integrate our own analog and digital lasers using a proprietary Molecular Beam Epitaxy, or MBE, and Metal Organic Chemical Vapor Deposition (MOCVD) alternative processes for the fabrication of lasers. We believe the use of both processes, and our knowledge of how to combine these processes with others to fabricate lasers is unique in our industry. We manufacture the majority of the laser chips and optical components that are used in our products. The lasers we manufacture are tested extensively to enable reliable operation over time and our devices are often highly tolerant of changes in temperature and humidity, making them well-suited to the CATV, FTTH and 5G telecom markets where networking equipment is often installed outdoors. All of our laser chips are manufactured in our facility in Sugar Land, Texas. We believe that our domestic production capacity for these devices gives us a competitive advantage over many of our competitors, as we believe that many of our customers prefer to source key components from suppliers who have domestic manufacturing capacity.

 

We have three manufacturing sites: Sugar Land, Texas, Ningbo, China and Taipei, Taiwan. Our research and development functions are generally partnered with our manufacturing locations, and we have an additional research and development facility in Duluth, Georgia. In our Sugar Land facility, we manufacture laser chips (utilizing our MBE and MOCVD processes), subassemblies and components. The subassemblies are used in the manufacture of components by our other manufacturing facilities or sold to third parties as modules. We manufacture our laser chips only within our Sugar Land facility, where our laser design team is located. In our Taiwan location, we manufacture optical components, such as our butterfly lasers, which incorporate laser chips, subassemblies and components manufactured within our Sugar Land facility. Additionally, in our Taiwan location, we manufacture transceivers for the internet data center, telecom, FTTH and other markets. In our China facility, we take advantage of lower labor costs and manufacture certain more labor intensive components and optical equipment systems, such as optical subassemblies and transceivers for the CATV transmitters (at the headend), CATV outdoor equipment (at the node) and internet data center market. Each manufacturing facility conducts testing on the components, modules or subsystems it manufactures and each facility is certified to ISO 9001:2015. Our facilities in Ningbo, China, Taipei, Taiwan, and Sugar Land, Texas are all certified to ISO 14001:2015.

 

Our business depends on winning competitive bid selection processes to develop components, systems and equipment for use in our customers’ products. These selection processes are typically lengthy, and as a result our sales cycles will vary based on the level of customization required, market served, whether the design win is with an existing or new customer and whether our solution being designed in our customers’ product is our first generation or subsequent generation product. We do not have any long-term purchase commitments (in excess of one year) with any of our customers, most of whom purchase our products on a purchase order basis. However, once one of our solutions is incorporated into a customer’s design, we believe that our solution is likely to continue to be purchased for that design throughout that product’s life cycle because of the time and expense associated with redesigning the product or substituting an alternative solution.

Our principal executive offices are located at 13139 Jess Pirtle Blvd., Sugar Land, TX 77478, and our telephone number is (281) 295-1800.

 

 

Termination of the Divestiture Agreement with Yuhan Optoelectronic Technology (Shanghai) Co., Ltd

 

On September 15, 2022, the Company and Prime World International Holdings Ltd. (the "Seller") entered into the Purchase Agreement with Yuhan Optoelectronic Technology (Shanghai) Co., Ltd. (the "Purchaser") for the sale of the manufacturing facilities in the People's Republic of China and certain assets related to its transceiver business and multi-channel optical sub-assembly products. On September 12, 2023, we delivered a notice of termination to the Purchaser to terminate the Purchase Agreement as a result of the Purchaser's failure to satisfy certain of its material obligations under the Purchase Agreement. In doing so, we also asserted the right to recover a break-up fee from the Purchaser. On December 22, 2023, the Purchaser filed for arbitration in Hong Kong with the Hong Kong International Arbitration Centre disputing the validity of our termination notice and seeking specific performance with respect to the transactions contemplated by the Purchase Agreement, which would in any case remain subject to regulatory approvals. We filed our response on January 22, 2024, generally denying the Purchaser’s allegations and asserting certain counterclaims. The HKIAC Tribunal issued a procedural order on April 17, 2024 setting the evidentiary hearing to be held on September 2025. We are not able to determine the outcome of this dispute or the likelihood or amount of our loss or recovery, if any, arising from this matter. 

 

Results of Operations

The following table set forth our consolidated results of operations for the periods presented and as a percentage of our revenue for those periods (in thousands, except percentages):

 

   

Three months ended September 30,

   

Nine months ended September 30,

 

 

2024

   

2023

   

2024

   

2023

 

Revenue, net

  $ 65,151       100.0 %   $ 62,547       100.0 %   $ 149,094       100.0 %   $ 157,193       100.0 %

Cost of goods sold

    49,234       75.6 %     42,373       67.7 %     116,023       77.8 %     119,876       76.3 %

Gross profit

    15,917       24.4 %     20,174       32.3 %     33,071       22.2 %     37,317       23.7 %

Operating expenses

 

           

           

           

         

Research and development

    13,428       20.6 %     9,457       15.0 %     38,218       25.7 %     26,633       16.9 %

Sales and marketing

    4,796       7.4 %     3,035       4.9 %     14,503       9.7 %     7,631       4.9 %

General and administrative

    14,240       21.8 %     14,368       23.0 %     44,786       30.0 %     39,870       25.4 %

Total operating expenses

    32,464       49.8 %     26,860       42.9 %     97,507       65.4 %     74,134       47.2 %

Loss from operations

    (16,547 )     (25.4 )%     (6,686 )     (10.6 )%     (64,436 )     (43.2 )%     (36,817 )     (23.5 )%

Other income (expense)

 

           

           

           

         

Interest income

    156       0.2 %     65       0.1 %     509       0.4 %     133       0.1 %

Interest expense

    (1,702 )     (2.6 )%     (1,989 )     (3.2 )%     (5,072 )     (3.4 )%     (6,301 )     (4.0 )%

Other income, net

    336       0.5 %     (343 )     (0.5 )%     1,957       1.3 %     803       0.5 %

Total other income (expense), net

    (1,210 )     (1.9 )%     (2,267 )     (3.6 )%     (2,606 )     (1.7 )%     (5,365 )     (3.4 )%

Loss before income taxes

    (17,757 )     (27.3 )%     (8,953 )     (14.2 )%     (67,042 )     (45.0 )%     (42,182 )     (26.9 )%

Income tax expense

                      %                 (8 )     (0.0 )%

Net loss

  $ (17,757 )     (27.3 )%   $ (8,953 )     (14.2 )%   $ (67,042 )     (45.0 )%   $ (42,190 )     (26.9 )%

 

 

Comparison of Financial Results

Revenue

We generate revenue through the sale of our products to equipment providers and network operators for the internet data center, CATV, telecom, FTTH and other markets. We derive a significant portion of our revenue from our top ten customers, and we anticipate that we will continue to do so for the foreseeable future. The following charts provide the revenue contribution from each of the markets we served for the three and nine months ended September 30, 2024 and 2023 (in thousands, except percentages):

 

   

Three months ended September 30,

                 
   

2024

   

2023

   

Change

 

         

% of

           

% of

   

   

 

 

Amount

   

Revenue

   

Amount

   

Revenue

   

Amount

   

%

 

Data Center

  $ 40,945       62.8 %   $ 48,807       78.0 %   $ (7,862 )     (16.1 )%

CATV

    20,947       32.2 %     10,268       16.4 %     10,679       104.0 %

Telecom

    2,798       4.3 %     3,074       5.0 %     (276 )     (9.0 )%

FTTH

          %           %           %

Other

    461       0.7 %     398       0.6 %     63       15.8 %

Total Revenue

  $ 65,151       100.0 %   $ 62,547       100.0 %   $ 2,604       4.2 %

   

Nine months ended September 30,

                 

 

2024

   

2023

   

Change

 

         

% of

           

% of

   

   

 

 

Amount

   

Revenue

   

Amount

   

Revenue

   

Amount

      %
   

(in thousands, except percentages)

 

Data Center

  $ 104,283       69.9 %   $ 96,731       61.5 %     7,552       7.8 %

CATV

    35,501       23.8 %     47,391       30.1 %     (11,890 )     (25.1 )%

Telecom

    7,445       5.0 %     11,013       7.0 %     (3,568 )     (32.4 )%

FTTH

          0.0 %     57       0.1 %     (57 )     (100.0 )%

Other

    1,865       1.3 %     2,001       1.3 %     (136 )     (6.8 )%

Total Revenue

  $ 149,094       100.0 %   $ 157,193       100.0 %   $ (8,099 )     (5.2 )%

 

The changes in revenue during the three months ended September 30, 2024 and 2023 were primarily due toincreased demand from CATV customers, offset by the lack of non-recurring engineering ("NRE") revenue in the third quarter of 2024 and the effect of pricing reductions offered to certain of our data center customers in 2024, which affected our data center market. The changes in revenue during the nine months ended September 30, 2024 and 2023 were primarily due to increased demand from major data center customers, offset by weak demand from CATV and telecom customers. CATV demand in the nine months ended September 30, 2024 was lower than in the corresponding period in the prior year largely due to a pending technology transition from older-generation products compliant with the Data Over Cable Service Interface Specification ("DOCSIS") version 3.1, to the newer DOCSIS 4.0 standard. Due to the pending transition from the older to newer standard, customers are placing fewer orders for the older products and instead reducing their inventory of such products.

 

We have begun to see increased orders for our 400G data center products from several large customers. Based on forecasts from our customers, we expect increased demand for these products through the end of 2024. We entered into a supply agreement with Microsoft to design certain data center goods and to build a supply chain to manufacture, assemble, sell and ship the goods to them or an authorized purchasing entity. The initial term of the agreement is five years with automatic renewal unless terminated earlier.

 

In addition to our existing data center customers, we have also begun to receive orders from a hyperscale data center customer from which we have not received significant orders in several years. While the new customer interaction is not material within the quarter, we believe that both this new customer interaction and much of the growth in our existing data center business is related to efforts by these customers to increase processing capacity within their data centers, largely to accommodate applications enabled by generative artificial intelligence ("AI").

 

For the three months ended September 30, 2024 and 2023, our top ten customers represented 95.8% and 96.1% of our revenue, respectively. For the nine months ended September 30, 2024 and 2023, our top ten customers represented 93.7% and 93.3% of our revenue, respectively. We believe that diversifying our customer base is critical for our future success, since reliance on a small number of key customers makes our ability to forecast future results dependent upon the accuracy of the forecasts we receive from those key customers. We continue to prioritize new customer acquisition and growth of diverse revenue streams.

 

Cost of goods sold and gross margin

   

Three months ended September 30,

   

   

 

 

2024

   

2023

   

Change

 

         

% of

           

% of

           

 

 

Amount

   

Revenue

   

Amount

   

Revenue

   

Amount

   

%

 

 

(in thousands, except percentages)

 

Cost of goods sold

  $ 49,234       75.6 %     42,373       67.7 %   $ 6,861       16.2 %

Gross margin

    15,917       24.4 %     20,174       32.3 %     (4,257 )     (21.1 )%

 

   

Nine months ended September 30,

   

   

 

 

2024

   

2023

   

Change

 

         

% of

           

% of

           

 

 

Amount

   

Revenue

   

Amount

   

Revenue

   

Amount

   

%

 

 

(in thousands, except percentages)

 

Cost of goods sold

  $ 116,023       77.8 %   $ 119,876       76.3 %   $ (3,853 )     (3.2 )%

Gross margin

    33,071       22.2 %     37,317       23.7 %     (4,246 )     (11.4 )%

 

 

Cost of goods sold increased by $6.9 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase in cost of goods sold was due to increased revenue and higher cost of certain materials, partially offset by lower inventory reserve in the current period. Cost of goods sold decreased by $3.9 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023 primarily due to lower sales, lower inventory write-off expenses and lower inventory reserve expenses in 2024.

 

Gross profit decreased by $4.3 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The decrease is primarily due to price reductions for certain data center products which took effect earlier in 2024. Gross profit decreased by $4.3 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, mainly due to price reductions for certain data center products which took effect earlier in 2024.

 

Operating expenses

 

   

Three months ended September 30,

   

   

 

 

2024

   

2023

   

Change

 

 

   

% of

   

   

% of

   

   

 

 

Amount

   

revenue

   

Amount

   

revenue

   

Amount

   

%

 

 

(in thousands, except percentages)

 

Research and development

  $ 13,428       20.6 %   $ 9,457       15.0 %   $ 3,971       42.0 %

Sales and marketing

    4,796       7.4 %     3,035       4.9 %     1,761       58.0 %

General and administrative

    14,240       21.8 %     14,368       23.0 %     (128 )     (0.9 )%

Total operating expenses

  $ 32,464       49.8 %   $ 26,860       42.9 %   $ 5,604       20.9 %

  

   

Nine months ended September 30,

   

   

 

 

2024

   

2023

   

Change

 

 

   

% of

   

   

% of

   

   

 

 

Amount

   

revenue

   

Amount

   

revenue

   

Amount

   

%

 

 

(in thousands, except percentages)

 

Research and development

  $ 38,218       25.7 %   $ 26,633       16.9 %   $ 11,585       43.5 %

Sales and marketing

    14,503       9.7 %     7,631       4.9 %     6,872       90.1 %

General and administrative

    44,786       30.0 %     39,870       25.4 %     4,916       12.3 %

Total operating expenses

  $ 97,507       65.4 %   $ 74,134       47.2 %   $ 23,373       31.5 %

 

 

Research and development expense

Research and development expense increased by $4.0 million, or 42.0% for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. Research and development expense increased by $11.6 million, or 43.5% for the nine months ended September 30, 2024 compared to the same period ended September 30, 2023. The increases were primarily due to increased personnel-related expense, increased R&D related project costs and increased R&D consulting fees for ongoing R&D projects. The increases in R&D expenses were driven by customer demands for new products as well as acceleration of previously-planned project expenditures which were necessary to accommodate accelerated demand projections for these products from certain customers.

 

Sales and marketing expense

Sales and marketing expense increased by $1.8 million, or 58.0% for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. Sales and marketing expense increased by $6.9 million, or 90.1% for the nine months ended September 30, 2024 compared to the same period ended September 30, 2023. The increases were primarily due to the increased business development effort in our CATV and data center businesses, higher shipping costs and increases in trade show expenses. 

General and administrative expense

General and administrative expense was approximately the same for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. General and administrative expense increased by $4.9 million, or 12.3% for the nine months ended September 30, 2024 compared to the same period ended September 30, 2023. The increase was primarily due to increased personnel-related expense, including higher share-based compensation expense. 

 

Other income (expense), net

   

Three months ended September 30,

   

Change

 

 

2024

   

2023

                 

 

   

% of

           

% of

   

         

 

Amount

   

revenue

   

Amount

   

revenue

   

Amount

   

%

 

 

(in thousands, except percentages)

 

Interest income

  $ 156       0.2 %   $ 65       0.1 %   $ 91       140.0 %

Interest expense

    (1,702 )     (2.6 )%     (1,989 )     (3.2 )%     287       (14.4 )%

Other income (expense), net

    336       0.5 %     (343 )     (0.5 )%     679       (198.0 )%

Total other income (expense), net

  $ (1,210 )     (1.9 )%   $ (2,267 )     (3.6 )%   $ 1,057       (46.6 )%

 

 

   

Nine months ended September 30,

   

Change

 

 

2024

   

2023

                 

 

   

% of

           

% of

   

         

 

Amount

   

revenue

   

Amount

   

revenue

   

Amount

      %

 

(in thousands, except percentages)

 

Interest income

  $ 509       0.4 %   $ 133       0.1 %   $ 376       282.7 %

Interest expense

    (5,072 )     (3.4 )%     (6,301 )     (4.0 )%     1,229       (19.5 )%

Other income (expense), net

    1,957       1.3 %     803       0.5 %     1,154       143.7 %

Total other income (expense), net

  $ (2,606 )     (1.7 )%   $ (5,365 )     (3.4 )%   $ 2,759       (51.4 )%

 

 

Interest income increased by $0.09 million, or 140% for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. Interest income increased by $0.38 million or 282.7% for the nine months ended September 30, 2024 compared to the same period ended September 30, 2023. The increases were due to higher saving balances and higher interest rate on our saving account in the first three quarters of 2024. 

Interest expense decreased by $0.3 million, or 14.4% for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. Interest expense decreased by $1.2 million, or 19.5% for the nine months ended September 30, 2024 compared to the same period ended September 30, 2023. The decreases were due to the termination of the loan with CIT Northbridge in November 2023. 

 

Other income (expenses) increased by $0.7 million, or 198% for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. Other income (expenses) increased by $1.2 million, or 143.7%, for the nine months ended September 30, 2024 compared to the same period ended September 30, 2023.These increases were mainly due to the resolution of legal matters, increased government subsidy income and positive foreign exchange impact.

 

Benefit (provision) for income taxes 

The Company’s effective tax rate for the three months ended September 30, 2024 and 2023 was 0%. The effective tax rate varied from the federal statutory rate of 21% primarily due to the change of the valuation allowance on federal, state, Taiwan, and China deferred tax assets ("DTA"). 

 

On August 9, 2022, the Creating Helpful Incentives to Produce Semiconductors Act ("CHIPS Act") was enacted.  Among its provisions, the bill provides various federal grants, tax credits, and incentives for investment in the United States.  On August 16, 2022, the Inflation Reduction Act ("IRA") was also signed into law. Among other provisions, the IRA imposes a 15% corporate alternative minimum tax ("Corporate AMT") for tax years beginning after December 31, 2022, imposes a 1% excise tax on corporate stock repurchases after December 31, 2022, and provides tax incentives to promote various energy efficient initiatives. To the extent that we make investments in expanding manufacturing in our semiconductor fabrication facility in Texas, we believe that the CHIPS Act would provide a refundable tax credit for certain equipment and facilities upgrades. We made significant such investments in the nine months ended September 30, 2024, but we intend to continue to evaluate future investments for applicability to the tax credit provisions of the CHIPS Act.

 

Comprehensive Loss

 

   

Three months ended September 30,

   

   

 

 

2024

   

2023

   

Change

 

 

   

% of

           

% of

   

         

 

Amount

   

revenue

   

Amount

   

revenue

   

Amount

   

%

 

 

(in thousands, except percentages)

 

Net loss

  $ (17,757 )     (27.3 )%   $ (8,953 )     (14.3 )%   $ (8,804 )     98.3 %

Loss on foreign currency translation adjustment

    2,240       3.4 %     (718 )     (1.1 )%     2,958       (412.0 )%

Comprehensive loss

  $ (15,517 )     (23.9 )%   $ (9,671 )     (15.4 )%   $ (5,846 )     60.4 %

  

   

Nine months ended September 30,

   

   

 

 

2024

   

2023

   

Change

 

 

   

% of

           

% of

   

         

 

Amount

   

revenue

   

Amount

   

revenue

   

Amount

   

%

 

 

(in thousands, except percentages)

 

Net loss

  $ (67,042 )     (45.0 )%   $ (42,190 )     (26.8 )%   $ (24,852 )     58.9 %

Loss on foreign currency translation adjustment

    (268 )     (0.2 )%     (4,371 )     (2.8 )%   $ 4,103       (93.9 )%

Comprehensive loss

  $ (67,310 )     (45.2 )%   $ (46,561 )     (29.6 )%   $ (20,749 )     44.6 %

 

 

Comprehensive loss increased by $5.8 million, or 60.4%, for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. Comprehensive loss increased by $20.7 million, or 44.6%, for the nine months ended September 30, 2024 as compared to the same period ended September 30, 2023.The changes were primarily due to increase of net loss of $8.8 million and $24.9 million for the three months ended September 30, 2024 and 2023 and the nine months ended September 30, 2024 and 2023, respectively, and offset by foreign currency translation adjustments for non-U.S. dollar functional currency operations of $3.0 million and $4.1 million, respectively. 

 

The functional currency for the Company’s operations is generally the applicable local currency. Accordingly, the assets and liabilities of companies whose functional currency is other than the U.S. dollar are included in the consolidated financial statements by translating the assets and liabilities into the U.S. dollar at the exchange rates applicable at the end of the reporting period. Translation gains or losses are accumulated in other comprehensive income (loss) in the consolidated statements of shareholders’ equity and are also included in comprehensive loss.

 

Liquidity and Capital Resources

 

As of September 30, 2024, we had $23.3 million of unused borrowing capacity from all of our loan agreements. As of September 30, 2024, our cash, cash equivalents and restricted cash totaled $41.4 million. Cash and cash equivalents are held for working capital purposes and are invested primarily in money market or time deposit funds. We do not enter into investments for trading or speculative purposes.

 

ATM Offerings 

 

On January 5, 2023, the Company filed a Registration Statement on Form S-3 with the Securities and Exchange Commission, which was declared effective on March 21, 2023, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, up to an aggregate amount of$185 million

 

On March 13, 2024, we entered into an Equity Distribution Agreement (the "Agreement") with Raymond James & Associates (the "Sales Agent") pursuant to which the Company could issue and sell shares of the Company’s common stock, par value $0.001 per share (the "Shares") having an aggregate offering price of up to $25 million (the "ATM Offering"), from time to time through the Sales Agent. Upon delivery of a placement notice and subject to the terms and conditions of the Agreement, sales of the Shares were made through the Sales Agent in transactions that are deemed to be “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), including sales made through the facilities of the Nasdaq Global Market, the principal trading market for the Company’s common stock, on any other existing trading market for the Company’s common stock, to or through a market maker or as otherwise agreed by the Company and the Sales Agent. In the placement notice, the Company would designate the maximum number of Shares to be sold through the Sales Agent, the time period during which sales were requested to be made, the minimum price for the Shares to be sold, and any limitation on the number of Shares that could be sold in any one day. Subject to the terms and conditions of the Agreement, the Sales Agent would use its commercially reasonable efforts to sell Shares on the Company’s behalf up to the designated amount specified in the placement notice. 

 

The Agreement provided that the Sales Agent would be entitled to compensation of up to 2% of the gross sales price of the Shares sold through the Sales Agent from time to time. The Company also agreed to reimburse the Sales Agent for certain specified expenses in connection with the registration of Shares under state blue sky laws and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority Inc., not to exceed $10,000 in the aggregate, and any associated application fees incurred. The Company agreed to indemnify the Sales Agent against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Sales Agent could be required to make because of any of those liabilities.

 

On August 6, 2024, we entered into Amendment No. 1 to the Agreement with the Sales Agent to increase the aggregate offering price from $25 million to $60 million. As of September 30, 2024, we sold approximately 5.7 million shares of the Company's common stock with an aggregate offering price of approximately $59.9 million under this ATM Offering. 

 

The details of the shares of common stock sold through the ATM Offering are as follows (in thousands, except shares and weighted average per share price):

 

Distribution Agent

 

Month

 

Number of Shares Sold

   

Weighted Average Per Share Price

   

Gross Proceeds

   

Compensation to Distribution Agent

   

Net Proceeds

 

Raymond James & Associates, Inc.

 

March 2024

    270,066     $ 14.7664     $ 4,000     $ 80     $ 3,920  

Raymond James & Associates, Inc.

 

May 2024

    718,605       12.0967       8,693       174       8,519  

Raymond James & Associates, Inc.

 

June 2024

    760,055       10.2962       7,826       157       7,669  

Raymond James & Associates, Inc.

 

August 2024

    2,922,581       9.0695       26,506       530       25,976  

Raymond James & Associates, Inc.

 

September 2024

    1,005,726       12.8019       12,875       257       12,618  

Total

    5,677,033             $ 59,900     $ 1,198     $ 58,702  

 

             On November 6, 2024, the Company provided notice of termination, effective on such date, of the Agreement in connection with this ATM Offering. As of the termination date, the ATM Offering had generated total gross proceeds of $59.9 million. 

 

 

Note Offerings

 

On December 5, 2023, the Company issued $80.2 million of 5.25% convertible senior notes due 2026 (the "2026 Notes"), bearing interest at a rate of 5.25% per year maturing on December 5, 2026, unless earlier repurchased, redeemed or converted in accordance with their terms. The sale of the 2026 Notes generated net proceeds of $76.2 million, after expenses.  Also, refer to Note 12 "Convertible Senior Notes" to the consolidated financial statements for further discussion of the 2026 Notes.

 

Operating activities

 

The table below sets forth selected cash flow data for the periods presented (in thousands):

   

Nine months ended September 30,

 

 

2024

   

2023

 

Net cash provided by (used in) operating activities

  $ (44,910 )   $ (9,479 )

Net cash (used in) investing activities

    (21,427 )     (5,158 )

Net cash provided by (used in) financing activities

    52,468       9,276  

Effect of exchange rates on cash and cash equivalents

    139       1,015  

Net decrease in cash and cash equivalents

  $ (13,730 )   $ (4,346 )

For the nine months ended September 30, 2024, net cash used in operating activities was $44.9 million. Net cash used in operating activities consisted of our net loss of $67.0 million after exclusion of non-cash items of $32.4 million. Cash decreased due to accounts receivable increase of $30.2 million, other receivables increase of $2.4 million, inventory increase of $2.8 million, offset by accounts payable increase of $23.1 million.  

 

For the nine months ended September 30, 2023, net cash used in operating activities was $9.5 million. Net cash used in operating activities consisted of our net loss of $42.2 million after exclusion of non-cash items of $31.2 million. Cash increased due to an unearned revenue increase of $9.5 million, together with a decrease in inventory of $2.9 million, offset with a decrease in accounts payable of $13 million and accrued liabilities of $0.6 million, respectively.

 

Investing activities

For the nine months ended September 30, 2024, net cash used in investing activities was $21.4 million, mainly for the purchase of additional plant, machinery and equipment.

 

For the nine months ended September 30, 2023, net cash used in investing activities was $5.2 million, mainly for the purchase of additional plant, machinery and equipment.

 

Financing activities

For the nine months ended September 30, 2024, net cash provided by financing activities was $52.5 million. This increase was due to the net proceeds of $58.7 million from the ATM Offerings, and an increase of $5.9 million bank loans, offset by the net repayment of bank acceptance of $5.7 million, cash settlement and other related tax payment of share-based compensation of $5.8 million.

 

For the nine months ended September 30, 2023, net cash used in financing activities was $9.3 million. This increase in cash was due to the net proceeds of $32.2 million from our ATM Offering and $2.4 million from bank acceptance payable, offset by the repayment of $24.8 million to lines of credit.

 

Loans and commitments

We have lending arrangements with two financial institutions in China. Currently, in the US, we do not have any lending arrangement. As of September 30, 2024, we were in compliance with the covenants in the lending arrangements. As of September 30, 2024, we had $23.3 million of unused borrowing capacity.

 

On December 5, 2023, we issued $80.2 million of 5.25% convertible senior notes due in 2026. The 2026 Notes mature on December 5, 2026, unless earlier repurchased, redeemed or converted in accordance with their terms. See Note 11 "Notes Payable and Long-term Debt" and Note 12 "Convertible Senior Notes" of our Condensed Consolidated Financial Statements for a description of our notes payable and long-term debt and convertible senior notes.

 

 

China factory construction

On February 8, 2018, we entered into a construction contract with Zhejiang Xinyu Construction Group Co., Ltd. for the construction of a new factory and other facilities at our Ningbo, China location. Construction costs for these facilities under this contract are estimated to total approximately $27.5 million. As of September 30, 2024, construction of the building shell is complete, and approximately $27.4 million of this total cost has been paid and the remaining portion will be paid in yearly installments for three years after final inspection. We anticipate additional expenses for building improvements to the factory and we are in the process of evaluating the timing of these expenditures and obtaining bids for any such work. Based on forecasts, we believe the factory will be placed in service in the year 2024 after the construction is completed for the building interior work. Property will be transferred from construction in progress to building and improvement at that time.

 

Future liquidity needs

We had cash, cash equivalents and restricted cash of $41.4 million as of September 30, 2024, a decrease of approximately $13.7 million compared to December 31, 2023. Our future capital requirements will depend on many factors including our growth rate, the timing and extent of spending to support our research and development efforts, the expansion of our sales and marketing activities, the introduction of new and enhanced products, the building improvement of a new factory and other facilities at our Ningbo, China location, changes in our manufacturing capacity and the continuing market acceptance of our products. 

 

As of September 30, 2024, we had a total loan balance (excluding convertible notes) of $29.5 million from various lenders in China and had $23.3 million available borrowing capacity on existing credit lines. Should additional liquidity be needed, our Board may authorize issuance of  additional common stock under an at-the-market offering in the future (see the discussion of "Liquidity and Capital Resources" in Item 2). 

 

In the event we need additional liquidity, we will explore additional sources of liquidity. These additional sources of liquidity could include one, or a combination, of the following: (i) issuing equity or debt securities, (ii) incurring indebtedness secured by our assets and (iii) selling product lines, other assets and/or portions of our business. There can be no guarantee that we will be able to raise additional funds on terms acceptable to us, or at all.

 

Contractual Obligations and Commitments

 

Please refer to Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for a complete discussion of its contractual obligations and commitments.

 

Inflation

 

The annual inflation rate in the US reduced to 3.4% in 2023. Even though inflation has slowed from the peak, it remained well above the Federal Reserve's objective of 2%. The annual inflation rate in Taiwan came down to 2.7% in 2023 from 2.95% in 2022. The cost of inflation was reflected in increases in shipping costs, labor rates, and in costs of some raw materials. We believe these decreases are related to the supply chain pressure easing and decreasing commodity prices, however the labor market is still tight, and the wage pressure is still high. We cannot be sure when or if prices will return to pre-pandemic levels. Compared to other major economies in the world, China has a stable level of inflation, which has not had a significant impact on our sales or operating results. We do not believe that inflation had a material impact on our business, financial condition, or results of operations during the three months ended September 30, 2024. However, there is no guarantee that we may increase selling prices or reduce costs to fully mitigate the effect of inflation on our costs, which may adversely impact our sales margins and profitability.

 

Critical Accounting Policies and Estimates

In our Annual Report for the year ended December 31, 2023 and in the Notes to the Financial Statements herein, we identify our most critical accounting policies. In preparing the financial statements, we make assumptions, estimates and judgments that affect the amounts reported. We periodically evaluate our estimates and judgments that are most critical in nature which are related to revenue recognition, allowance for credit losses, inventory reserves, impairment of long-lived assets, service and product warranties, share based compensation expense, estimated useful lives of property and equipment, and income taxes. Our estimates are based on historical experience and on our future expectations that we believe are reasonable. The combination of these factors forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results are likely to differ from our current estimates and those differences may be material.

 

 

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

 

For quantitative and qualitative disclosures about market risk affecting the Company, see Item 7A – Quantitative and Qualitative Disclosures about Market Risk in our Annual Report for the fiscal year ended December 31, 2023. We do not believe the Company’s exposure to market risk has changed materially since December 31, 2023.

Item 4.   Controls and Procedures

The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2024. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three month period covered by this Quarterly Report on Form 10-Q, which were identified in connection with management’s evaluation required by the Rules 13a-15(d) and 15d-15(d) under the Exchange Act that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Part II. Other Information

Item 1.   Legal Proceedings

 

Information with respect to legal proceedings can be found in Note 18 to the Condensed Consolidated Financial Statements contained in Part 1, Item 1 of this report.

 

Item 1A.  Risk Factors

 

Investing in our common stock involves a high degree of risk. See Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2023 for a detailed discussion of the risk factors affecting our Company. As of September 30, 2024, there have been no material changes to those risk factors.

 

 

 

Item 5. Other Information

 

(a)  

On November 6, 2024, the Company provided notice of its termination, effective on such date, of the Equity Distribution Agreement dated March 13, 2024 between the Company and Raymond James & Associates in connection with the Company’s At-The-Market equity offering program (the “ATM program”).  As previously reported, the Company could offer and sell shares of its common stock having an aggregate proceeds of up to $60 million through Raymond James & Associates as sales agent.  As of the termination date, the ATM program had generated total gross proceeds of $59.9 million.

(b) None

 

(c) Rule 10b5-1 Trading Plans

 

The adoption or termination of contracts, instructions or written plans for the purchase or sale of our securities by our Section 16 officers and directors for the three months ended September 30, 2024, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act ("Rule 10b5-1 Plan"), were as follows:

 

NameTitleActionDate AdoptedExpiration DateAggregate # of Securities to be Purchased/Sold
Richard B. Black(1)DirectorAdopt8/13/20241/31/202530,000
Stefan Murry(2)Chief Financial OfficerAdopt9/18/20248/1/2025

48,000

 

1.

 

Richard B. Black, our Director, entered into a Rule 10b5-1 Plan on August 13, 2024. Mr. Black's plan provides for the potential sale of up to 30,000 shares of the Company's common stock. The plan expires on January 31, 2025, or upon the earlier completion of all authorized transactions under the plan.

 
 

2.

Stefan Murry, our Chief Financial Officer, entered into a Rule 10b5-1 Plan on September 18, 2024. Dr. Murry's plan provides for the potential sale of up to 48,000 shares of the Company's common stock. The plan expires on August 1, 2025, or upon the earlier completion of all authorized transactions under the plan.

 

 

 

Item 6.   Exhibits

See Exhibit Index.

EXHIBIT INDEX

Number

    

Description

3.1*   Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Registrant's Current Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2013).
     

3.2*

Amended and Restated Certificate of Incorporation, as currently in effect (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2023).

 

 

3.3*

Amended and Restated Bylaws, as currently in effect (filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2013).

 

 

4.1*

Common Stock Specimen (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2015).

4.2*

Indenture, dated as of March 5, 2019 between Applied Optoelectronics, Inc. and Wells Fargo Bank, National Association, as trustee, paying agent, and conversion agent (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2019).

 

 

4.3*

Form of Note representing the Company’s 5.00% Convertible Senior Notes due 2024 (included as Exhibit A to the Indenture filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2019).

     
4.4*   Indenture, dated as of December 5, 2023 between Applied Optoelectronics, Inc. and Computershare Trust Company, as trustee (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2023).
     

4.5*

  Form of Note representing the Company’s 5.25% Convertible Senior Notes due 2026 (included as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2023).
     
4.6*   First Supplemental Indenture, dated as of December 5, 2023, between Applied Optoelectronics, Inc. and Computershare Trust Company, N.A., as trustee (included as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2023).
     

31.1**

Certification of Chief Executive Officer pursuant to Exchange Act Rule, 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

31.2**

Certification of Chief Financial Officer pursuant to Exchange Act Rule, 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

32.1**

Certification pursuant to 18 U.S.C. 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Chief Financial Officer.

 

 

101.INS**

Inline XBRL Instance – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

101.SCH**

Inline XBRL Taxonomy Extension Schema Document.

 

 

101.CAL**

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF**

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB**

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE**

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104**

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


*          Incorporated herein by reference to the indicated filing.

**        Filed herewith.

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

APPLIED OPTOELECTRONICS, INC.

Date: November 7, 2024

By:

/s/ STEFAN J. MURRY

Stefan J. Murry

Chief Financial Officer

(principal financial officer and principal accounting officer)

 

 

30

Exhibit 31.1 

  

Certification 

  

I, Chih-Hsiang (Thompson) Lin, certify that:

  

1.

I have reviewed this Quarterly Report on Form 10-Q of Applied Optoelectronics, Inc.;

  

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

  

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of , and for, the periods presented in this report;

  

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

  

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

  

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

  

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

  

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

  

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

  

  

Date: November 7, 2024

  

/s/ CHIH-HSIANG (THOMPSON) LIN

 

CHIH-HSIANG (THOMPSON) LIN

 

President and Chief Executive Officer

 

  

 

Exhibit 31.2 

  

Certification 

  

I, Stefan J. Murry, certify that:

  

1.

I have reviewed this Quarterly Report on Form 10-Q of Applied Optoelectronics, Inc.;

  

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

  

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of , and for, the periods presented in this report;

  

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

  

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

  

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

  

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

  

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

  

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

  

  

Date: November 7, 2024

    

/s/ STEFAN J. MURRY

 

STEFAN J. MURRY

 

Chief Financial Officer

 

  

 

Exhibit 32.1 

  

Certification 

  

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the U.S. Code (18 U.S.C. § 1350), Chih-Hsiang (Thompson) Lin, President and Chief Executive Officer of Applied Optoelectronics, Inc. (the “Company”), and Stefan J. Murry, Chief Financial Officer and Senior Vice President of the Company, each hereby certifies that, to the best of his knowledge:

  

 

1.

The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2024, to which this Certification is attached as Exhibit 32.1 (the “Quarterly Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and

  

 

2.

The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

  

In Witness Whereof, the undersigned have set their hands hereto as of the 7th day of November, 2024.

  

/s/ CHIH-HSIANG (THOMPSON) LIN

    

/s/ STEFAN J. MURRY

CHIH-HSIANG (THOMPSON) LIN

 

STEFAN J. MURRY

President and Chief Executive Officer

 

Chief Financial Officer

  

  

This certification accompanies the Quarterly Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Applied Optoelectronics, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Quarterly Report), irrespective of any general incorporation language contained in such filing.

 

 
v3.24.3
Document And Entity Information - shares
9 Months Ended
Sep. 30, 2024
Nov. 04, 2024
Document Information [Line Items]    
Entity Central Index Key 0001158114  
Entity Registrant Name APPLIED OPTOELECTRONICS, INC.  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-36083  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 76-0533927  
Entity Address, Address Line One 13139 Jess Pirtle Blvd.  
Entity Address, City or Town Sugar Land  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 77478  
City Area Code 281  
Local Phone Number 295-1800  
Title of 12(b) Security Common Stock, Par value $0.001  
Trading Symbol AAOI  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   45,078,203
v3.24.3
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Current Assets    
Cash and cash equivalents $ 34,124 $ 45,366
Restricted cash 7,243 9,731
Accounts receivable - trade, net of allowance of $1,805 and $3, respectively 75,154 48,071
Notes receivable 47 219
Inventories 64,382 63,866
Prepaid income tax 4 3
Prepaid expenses and other current assets 7,409 5,349
Total current assets 188,363 172,605
Property, plant and equipment, net 205,303 200,317
Land use rights, net 4,993 5,030
Operating right of use asset 4,102 5,026
Intangible assets, net 3,663 3,628
Other assets, net 3,548 2,580
TOTAL ASSETS 409,972 389,186
Current liabilities    
Accounts payable 55,991 32,892
Bank acceptance payable 9,934 15,482
Accrued liabilities 19,140 18,549
Unearned revenue 1,439 1,803
Current lease liability - operating 1,115 1,149
Current portion of notes payable and long-term debt 29,483 23,197
Current portion of convertible senior notes 0 286
Total current liabilities 117,102 93,358
Non-current lease liability - operating 3,731 4,726
Convertible senior notes 77,053 76,233
TOTAL LIABILITIES 197,886 174,317
Stockholders' equity:    
Preferred Stock; 5,000 shares authorized at $0.001 par value; no shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively 0 0
Common Stock; 80,000 shares authorized at $0.001 par value; 44,852 and 38,148 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively 45 38
Additional paid-in capital 543,492 478,972
Accumulated other comprehensive income 709 975
Accumulated deficit (332,160) (265,116)
TOTAL STOCKHOLDERS' EQUITY 212,086 214,869
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 409,972 $ 389,186
v3.24.3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)
shares in Thousands, $ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Accounts receivable, allowance $ 1,805 $ 3
Preferred stock, shares authorized (in shares) 5,000 5,000
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, shares authorized (in shares) 80,000 80,000
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares issued (in shares) 44,852 38,148
Common stock, shares outstanding (in shares) 44,852 38,148
v3.24.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue, net $ 65,151 $ 62,547 $ 149,094 $ 157,193
Cost of goods sold 49,234 42,373 116,023 119,876
Gross profit 15,917 20,174 33,071 37,317
Operating expenses        
Research and development 13,428 9,457 38,218 26,633
Sales and marketing 4,796 3,035 14,503 7,631
General and administrative 14,240 14,368 44,786 39,870
Total operating expenses 32,464 26,860 97,507 74,134
Loss from operations (16,547) (6,686) (64,436) (36,817)
Other income (expense)        
Interest income 156 65 509 133
Interest expense (1,702) (1,989) (5,072) (6,301)
Other expense, net 336 (343) 1,957 803
Total other income (expense), net (1,210) (2,267) (2,606) (5,365)
Loss before income taxes (17,757) (8,953) (67,042) (42,182)
Income tax expense 0 0 0 (8)
Net loss $ (17,757) $ (8,953) $ (67,042) $ (42,190)
Net loss per share        
Basic (in dollars per share) $ (0.42) $ (0.27) $ (1.68) $ (1.39)
Diluted (in dollars per share) $ (0.42) $ (0.27) $ (1.68) $ (1.39)
Weighted average shares used to compute net loss per share:        
Basic (in shares) 42,311,811 32,774,148 40,021,297 30,392,483
Diluted (in shares) 42,311,811 32,774,148 40,021,297 30,392,483
v3.24.3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Net loss $ (17,757) $ (8,953) $ (67,042) $ (42,190)
Gain (Loss) on foreign currency translation adjustment 2,240 (718) (268) (4,371)
Comprehensive loss $ (15,517) $ (9,671) $ (67,310) $ (46,561)
v3.24.3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
Common Stock [Member]
Additional Paid-in Capital [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Total
Balance (in shares) at Dec. 31, 2022 28,623        
Balance at Dec. 31, 2022 $ 29 $ 391,526 $ 2,183 $ (209,068) $ 184,670
Issuance of restricted stock, net of shares withheld for employee tax (in shares) 914        
Issuance of restricted stock, net of shares withheld for employee tax $ 1 (641) 0 0 (640)
Share-based compensation $ 0 8,587 0 0 8,587
Public offering of common stock, net (in shares) 4,697        
Public offering of common stock, net $ 4 32,307 0 0 32,311
Foreign currency translation adjustment 0 0 (4,371) (1) (4,372)
Net loss $ 0 0 0 (42,190) (42,190)
Stock options exercised, net of shares withheld for employee tax (in shares) 32        
Stock options exercised, net of shares withheld for employee tax $ 0 (13) 0 0 (13)
Balance (in shares) at Sep. 30, 2023 34,266        
Balance at Sep. 30, 2023 $ 34 431,766 (2,188) (251,259) 178,353
Balance (in shares) at Jun. 30, 2023 31,785        
Balance at Jun. 30, 2023 $ 32 407,003 (1,470) (242,306) 163,259
Issuance of restricted stock, net of shares withheld for employee tax (in shares) 407        
Issuance of restricted stock, net of shares withheld for employee tax $ 0 (482) 0 0 (482)
Share-based compensation $ 0 3,235 0 0 3,235
Public offering of common stock, net (in shares) 2,042        
Public offering of common stock, net $ 2 22,023 0 0 22,025
Foreign currency translation adjustment 0   (718) 0 (718)
Net loss $ 0 0 0 (8,953) (8,953)
Stock options exercised, net of shares withheld for employee tax (in shares) 32        
Stock options exercised, net of shares withheld for employee tax $ 0 (13) 0 0 (13)
Balance (in shares) at Sep. 30, 2023 34,266        
Balance at Sep. 30, 2023 $ 34 431,766 (2,188) (251,259) 178,353
Balance (in shares) at Dec. 31, 2023 38,148        
Balance at Dec. 31, 2023 $ 38 478,972 975 (265,116) 214,869
Issuance of restricted stock, net of shares withheld for employee tax (in shares) 1,024        
Issuance of restricted stock, net of shares withheld for employee tax $ 1 (3,054) 0 0 (3,053)
Share-based compensation $ 0 9,050 0 0 9,050
Public offering of common stock, net (in shares) 5,677        
Public offering of common stock, net $ 6 58,489 0 0 58,495
Foreign currency translation adjustment 0 0 (266) (2) (268)
Net loss $ 0 0 0 (67,042) $ (67,042)
Stock options exercised, net of shares withheld for employee tax (in shares) 1       (0)
Stock options exercised, net of shares withheld for employee tax $ 0 (2) 0 0 $ (2)
Shares converted by Notes holders (in shares) 2        
Shares converted by Notes holders $ 0 37 0 0 37
Balance (in shares) at Sep. 30, 2024 44,852        
Balance at Sep. 30, 2024 $ 45 543,492 709 (332,160) 212,086
Balance (in shares) at Jun. 30, 2024 40,645        
Balance at Jun. 30, 2024 $ 41 502,387 (1,531) (314,403) 186,494
Issuance of restricted stock, net of shares withheld for employee tax (in shares) 279        
Issuance of restricted stock, net of shares withheld for employee tax $ 0 (383) 0 0 (383)
Share-based compensation $ 0 2,944 0 0 2,944
Public offering of common stock, net (in shares) 3,928        
Public offering of common stock, net $ 4 38,544 0 0 38,548
Foreign currency translation adjustment 0 0 2,240 2,240
Net loss $ 0 0 0 (17,757) (17,757)
Balance (in shares) at Sep. 30, 2024 44,852        
Balance at Sep. 30, 2024 $ 45 $ 543,492 $ 709 $ (332,160) $ 212,086
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Operating activities:    
Net loss $ (67,042) $ (42,190)
Adjustments to reconcile net loss to net cash used in operating activities:    
Allowance of bad debt 1,802 (27)
Inventory reserve adjustment 2,386 7,454
Depreciation and amortization 15,293 15,499
Amortization of debt issuance costs 1,037 928
Gain (loss) on disposal of assets 33 2
Share-based compensation 11,841 8,587
Unrealized foreign exchange (gain) (25) (583)
Changes in operating assets and liabilities:    
Accounts receivable, trade (28,884) 450
Trade Notes receivable 172 301
Prepaid income tax (2) (2)
Inventories (2,760) 2,917
Other current assets (2,029) 1,384
Operating right of use asset 784 345
Accounts payable 23,099 (12,992)
Accrued liabilities 612 (600)
Accrued Income Tax 0 (1)
Unearned revenue (364) 9,497
Lease liability (863) (448)
Net cash used in operating activities (44,910) (9,479)
Investing activities:    
Purchase of property, plant and equipment (15,027) (2,915)
Proceeds from disposal of equipment 7 131
Deposits and prepaid for equipment (6,033) (1,948)
Purchase of intangible assets (374) (426)
Net cash used in investing activities (21,427) (5,158)
Financing activities:    
Principal payments of long-term debt and notes payable (251) 0
Proceeds from line of credit borrowings 35,639 47,047
Repayments of line of credit borrowings (29,701) (71,834)
Proceeds from bank acceptance payable 24,831 42,118
Repayments of bank acceptance payable (30,484) (39,699)
Proceeds from issuance of convertible senior notes, net of debt issuance costs (214) 0
Principal payments of financing lease 0 (15)
Exercise of stock options (2) (13)
Payments of tax withholding on behalf of employees related to share-based compensation (3,053) (640)
Proceeds from common stock offering, net 58,494 32,312
Cash settlement of share-based compensation (2,791) 0
Net cash provided by financing activities 52,468 9,276
Effect of exchange rate changes on cash 139 1,015
Net decrease in cash, cash equivalents and restricted cash (13,730) (4,346)
Cash, cash equivalents and restricted cash at beginning of period 55,097 35,587
Cash, cash equivalents and restricted cash at end of period 41,367 31,241
Supplemental disclosure of cash flow information:    
Interest, net of amounts capitalized 2,635 6,054
Income taxes 1 10
Non-cash investing and financing activities:    
Net change in accounts payable related to property and equipment additions (411) (12)
Net change in deposits and prepaid for equipment related to property and equipment additions $ 276 $ (473)
v3.24.3
Note 1 - Description of Business
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Business Description and Basis of Presentation [Text Block]

Note 1.   Description of Business​

Business Overview

Applied Optoelectronics, Inc. ("AOI" or the "Company") is a Delaware corporation. The Company is a leading, vertically integrated provider of fiber-optic networking products, primarily for four networking end-markets: internet data center, cable television ("CATV"), telecommunications ("telecom") and fiber-to-the-home ("FTTH"). The Company designs and manufactures a wide range of optical communications products at varying levels of integration, from components, subassemblies and modules to complete turn-key equipment.

The Company has manufacturing and research and development facilities located in the U.S., Taiwan and China. In the U.S., at its corporate headquarters and manufacturing facilities in Sugar Land, Texas, the Company primarily manufactures lasers and laser components and performs research and development activities for laser component and optical module products. In addition, the Company has a research and development facility in Duluth, Georgia. The Company operates in Taipei, Taiwan and Ningbo, China through its wholly-owned subsidiary Prime World International Holdings, Ltd. ("Prime World", incorporated in the British Virgin Islands). Prime World operates a branch in Taipei, Taiwan, which primarily manufactures transceivers and performs research and development activities for the transceiver products. Prime World is the parent of Global Technology, Inc. ("Global", incorporated in the People’s Republic of China). Through Global, the Company primarily manufactures certain of its data center transceiver products, including subassemblies, as well as CATV systems and equipment, and performs research and development activities for CATV and certain data center transceiver products.

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements of the Company as of  September 30, 2024 and  December 31, 2023 and for the three and nine months ended September 30, 2024 and September 30, 2023, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim information and with the instructions on Form 10-Q and Rule 10-01 of Regulation S-X pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). In accordance with those rules and regulations, the Company has omitted certain information and notes required by GAAP for annual consolidated financial statements. In the opinion of management, the condensed consolidated financial statements contain all adjustments, except as otherwise noted, necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented. The year-end condensed balance sheet data was derived from audited financial statements. These condensed consolidated financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K ("Annual Report") for the fiscal year ended December 31, 2023. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results expected for the entire fiscal year. All significant inter-company accounts and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates in the consolidated financial statements and accompanying notes. Significant estimates and assumptions that impact these financial statements and the accompanying notes relate to, among other things, revenue recognition, allowance for doubtful accounts, inventory reserve, impairment of long-lived assets, service and product warranty costs, share-based compensation expense, estimated useful lives of tangible and intangible assets, and taxes.

 

 

 

 

v3.24.3
Note 2 - Significant Accounting Policies
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

Note 2.  Significant Accounting Policies

There have been no changes in the Company’s significant accounting policies for the three and nine months ended September 30, 2024, as compared to the significant accounting policies described in its 2023 Annual Report.

Recent Accounting Pronouncements

         

           There was no accounting pronouncement adopted in the third quarter of 2024.

         

Recent Accounting Pronouncements Yet to be Adopted

 

In  December 2023, the Financial Accounting Standard Board ("FASB") issued Accounting Standard Update ("ASU") 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which requires the Company to disclose disaggregated jurisdictional and categorical information for the tax rate reconciliation, income taxes paid and other income tax related amounts. This guidance is effective for annual periods beginning after  December 15, 2024, with early adoption permitted. The adoption is expected to enhance the Company's Notes to the Consolidated Financial Statements. The Company is currently evaluating the impact the new standard will have on its financial statements and related disclosures.

 

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which requires the Company to expand the breadth and frequency of segment disclosures to include additional information about significant segment expenses, the chief operating decision maker (CODM) and other items, and also require the annual disclosures on an interim basis. This guidance is effective for annual periods beginning after  December 15, 2023, with early adoption permitted. The standard will be effective for the Company beginning with 2024 10-K and interim periods afterwards. The Company has evaluated this new standard and intends to comply with the new disclosure requirements when required.

 

In  October 2023, the FASB issued ASU 2023-06, "Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative", which amends U.S. GAAP to include 14 disclosure requirements that are currently required under SEC Regulation S-X or Regulation S-K. Each amendment will be effective on the date on which the SEC removes the related disclosure requirement from SEC Regulation S-X or Regulation S-K.  The Company has evaluated the new standard and determined that it will have no material impact on its financial statements or disclosures since the Company is already subject to the relevant SEC disclosure requirements.

v3.24.3
Note 3 - Revenue Recognition
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Revenue from Contract with Customer [Text Block]

Note 3.  Revenue Recognition

Disaggregation of Revenue

Revenue is classified based on the location where the product is manufactured. For additional information on the disaggregated revenues by geographical region, see Note 17, "Geographic Information."

 

Revenue is also classified by major product categories and is presented below (in thousands):

  

Three months ended September 30,

 

     

% of

      

% of

 

 

2024

  

Revenue

  

2023

  

Revenue

 

Data Center

 $40,945   62.8% $48,807   78.0%

CATV

  20,947   32.2%  10,268   16.4%

Telecom

  2,798   4.3%  3,074   5.0%

FTTH

     0.0%     0.0%

Other

  461   0.7%  398   0.6%

Total Revenue

 $65,151   100.0% $62,547   100.0%

 

  

Nine months ended September 30,

 

     

% of

      

% of

 

 

2024

  

Revenue

  

2023

  

Revenue

 

Data Center

 $104,283   69.9% $96,731   61.5%

CATV

  35,501   23.8%  47,391   30.1%

Telecom

  7,445   5.0%  11,013   7.0%

FTTH

     0.0%  57   0.1%

Other

  1,865   1.3%  2,001   1.3%

Total Revenue

 $149,094   100.0% $157,193   100.0%

Unearned Revenue

We record unearned revenues when cash payments are received or due in advance of our performance, including amounts which are refundable. Unearned revenues solely relate to statement of work with Microsoft regarding contract prices allocated to the performance obligations that are unsatisfied, or partially unsatisfied, as of the balance sheet dates. Unearned revenue balance as of  September 30, 2024 and  December 31, 2023 was $1.4 million and $1.8 million, respectively. For the three months ended September 30, 2024 and 2023, revenue recognized from the unearned revenue balance was $0.1 million and $1.9 million, respectively. For the nine months ended September 30, 2024 and 2023, revenue recognized from the unearned revenue balance was $0.4 million and $3.1 million, respectively. The contract with Microsoft does not fall under ASC 842, Lease Accounting. 

   

  

Three months ended September 30,

  

Nine months ended September 30,

 
  

2024

  

2023

  

2024

  

2023

 

Unearned revenue, beginning of period

 $1,570  $11,720  $1,803  $3,000 

Additional unearned revenue

     2,724      12,608 

Revenue recognized

  131   1,947   364   3,111 

Unearned revenue, end of period

 $1,439  $12,497  $1,439  $12,497 

 

 

v3.24.3
Note 4 - Leases
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Lessee, Operating and Finance Leases [Text Block]

Note 4.  Leases

The Company leases space under non-cancellable operating leases for certain manufacturing facilities, certain research and development offices, and certain storage facilities and apartments. These leases do not contain contingent rent provisions. The Company also leases certain machinery, office equipment and a vehicle under an operating lease. Many of its leases include both lease (e.g. fixed payments including rent, taxes, and insurance costs) and non-lease components (e.g. common-area or other maintenance costs) which are accounted for as a single lease component as the Company has elected the practical expedient to group lease and non-lease components for all leases. Several of the leases include one or more options to renew which have been assessed and either included or excluded from the calculation of the lease liability of the right of use ("ROU") asset based on management’s intentions and individual fact patterns. Several warehouses and apartments have non-cancellable lease terms of less than one-year and therefore, the Company has elected the practical expedient to exclude these short-term leases from its ROU asset and lease liabilities.

As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Based on the applicable lease terms and current economic environment, the Company applies a location approach for determining the incremental borrowing rate.

 

Lease expense is included under general and administrative expenses and was $0.4 million, and $0.3 million for the three months ended September 30, 2024 and 2023, respectively. The lease expense was $1.1 million and $0.9 million for the nine months ended September 30, 2024 and 2023, respectively. The components of lease expense were as follows for the periods indicated (in thousands):

  

  

Three months ended September 30,

  

Nine months ended September 30,

 

 

2024

  

2023

  

2024

  

2023

 

Operating lease expense

 $318  $287  $1,028  $849 

Financing lease expense

     8      24 

Short Term lease expense

  41   3   62   9 

Total lease expense

 $359  $298  $1,090  $882 

 

Maturities of lease liabilities are as follows for the future one-year periods ending  September 30, 2024 (in thousands):

Fiscal years:

 

Operating

 

2024 (remaining 3 months)

 $309 

2025

  1,256 

2026

  1,069 

2027

  1,061 

2028

  1,060 

2029 and thereafter

  449 

Total lease payments

  5,204 

Less imputed interest

  (358)

Present value

 $4,846 

The weighted average remaining lease term and discount rate for the leases were as follows for the periods indicated:

  

Nine months ended September 30,

 

 

2024

  

2023

 

Weighted Average Remaining Lease Term (Years) - operating leases

  4.38   5.33 

Weighted Average Remaining Lease Term (Years) - financing leases

     0.08 

Weighted Average Discount Rate - operating leases

  3.12%  3.28%

Weighted Average Discount Rate - financing leases

     5.00%

 

Supplemental cash flow information related to the leases was as follows for the periods indicated (in thousands):

 

  

Nine months ended September 30,

 

 

2024

  

2023

 

Cash paid for amounts included in the measurement of lease liabilities

 

  

 

Operating cash flows from operating leases

 $964  $934 

Operating cash flows from financing lease

     3 

Financing cash flows from financing lease

     15 

v3.24.3
Note 5 - Cash, Cash Equivalents and Restricted Cash
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Cash and Cash Equivalents Disclosure [Text Block]

Note 5.  Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the statement of financial position that sum to the total of the same such amounts in the statement of cash flows (in thousands):

 

  

September 30,

  

December 31,

 

 

2024

  

2023

 

Cash and cash equivalents

 $34,124  $45,366 

Restricted cash

  7,243   9,731 

Total cash, cash equivalents and restricted cash shown in the statement of cash flows

 $41,367  $55,097 

Restricted cash includes guarantee deposits for customs duties, China government subsidy fund, and compensating balances associated with certain credit facilities. As of  September 30, 2024 and December 31, 2023, there were $4.0 million and $6.5 million of restricted cash required for bank acceptance notes issued to vendors, respectively. In addition, there were deposits of $2.6 million and $2.5 million in certificates of deposit associated with credit facilities with a bank in China as of September 30, 2024 and December 31, 2023 , respectively. There were $0.7 million guarantee deposits for customs duties as of September 30, 2024 and December 31, 2023.

v3.24.3
Note 6 - Loss Per Share
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Earnings Per Share [Text Block]

Note 6.  Loss Per Share

Basic net loss per share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share has been computed using the weighted-average number of shares of common stock and dilutive potential common shares from stock options, restricted stock units and senior convertible notes outstanding during the period. In periods with net losses, normally dilutive shares become anti-dilutive. Therefore, basic and diluted loss per share are the same.

The following table sets forth the computation of the basic and diluted net loss per share for the periods indicated (in thousands):

  

Three months ended September 30,

  

Nine months ended September 30,

 

 

2024

  

2023

  

2024

  

2023

 

Numerator:

 

  

  

  

 

Net loss

  (17,757) $(8,953) $(67,042) $(42,190)

Denominator:

 

  

  

  

 

Weighted average shares used to compute net loss per share

 

  

  

  

 

Basic

  42,312   32,774   40,021   30,392 

Diluted

  42,312   32,774   40,021   30,392 

Net loss per share

 

  

  

  

 

Basic

 $(0.42) $(0.27) $(1.68) $(1.39)

Diluted

 $(0.42) $(0.27) $(1.68) $(1.39)

 

The following potentially dilutive securities were excluded from the diluted net loss per share as their effect would have been antidilutive (in thousands):

 

  

Three months ended September 30,

  

Nine months ended September 30,

 

 

2024

  

2023

  

2024

  

2023

 

Employee stock options

     8       

Restricted stock units

  2,097   2,650   2,543   973 

Shares for convertible senior notes

  5,264   4,587   5,264   4,587 

Total antidilutive shares

  7,361   7,245   7,807   5,560 

​​

v3.24.3
Note 7 - Inventories
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Inventory Disclosure [Text Block]

Note 7.  Inventories

Inventories, net of inventory write-downs, consist of the following for the periods indicated (in thousands):​

 

 

September 30, 2024

  

December 31, 2023

 

Raw materials

 $33,154  $22,128 

Work in process and sub-assemblies

  30,650   33,792 

Finished goods

  16,196   22,452 

Allowance for inventory

  (15,618)  (14,506)

Total inventories

 $64,382  $63,866 

 

For the three months ended September 30, 2024 and 2023, the inventory reserve adjustment expensed for inventory was $0.7 million and $2.4 million, respectively. For nine months ended  September 30, 2024 and 2023, the inventory reserve adjustment expensed for inventory was $2.4 million and $7.5 million, respectively.

 

For the three months ended September 30, 2024 and 2023, the direct inventory write-offs related to scrap, discontinued products and damaged inventories were $0.7 million and $1.5 million, respectively. For the nine months ended September 30, 2024 and 2023, the direct inventory write-offs related to scrap, discontinued products and damaged inventories were $2.4 million and $8.4 million, respectively.

 

   

v3.24.3
Note 8 - Property, Plant & Equipment
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Property, Plant and Equipment Disclosure [Text Block]

Note 8.  Property, Plant & Equipment

Property, plant and equipment consisted of the following for the periods indicated (in thousands):

 

September 30, 2024

  

December 31, 2023

 

Land improvements

 $806  $806 

Buildings and improvements

  120,617   86,534 

Machinery and equipment

  264,429   257,842 

Furniture and fixtures

  5,115   5,449 

Computer equipment and software

  12,955   12,059 

Transportation equipment

  666   673 

  404,588   363,363 

Less accumulated depreciation

  (204,675)  (194,086)

  199,913   169,277 

Construction in progress

  4,289   29,939 

Land

  1,101   1,101 

Total property, plant and equipment, net

 $205,303  $200,317 

For the three months ended September 30, 2024 and 2023, the depreciation expense of property, plant and equipment was $5.1 million and $4.8 million, respectively. For the nine months ended September 30, 2024 and 2023, the depreciation expenses of property, plant and equipment were $15.0 million

 

As of September 30, 2024, the Company concluded that its continued loss history constitutes a triggering event as described in ASC 360-10-35-21,Property, Plant, and Equipment.  The Company performed a recoverability test and concluded that future undiscounted cash flows exceed the carrying amount of the Company’s long-lived assets and therefore no impairment charge was recorded. 

v3.24.3
Note 9 - Intangible Assets, Net
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Intangible Assets Disclosure [Text Block]

Note 9.  Intangible Assets, net

Intangible assets consisted of the following for the periods indicated (in thousands):

  

September 30, 2024

 

 

Gross

  

Accumulated

  

Intangible

 

 

Amount

  

amortization

  

assets, net

 

Patents

 $9,788  $(6,278) $3,510 

Trademarks

  202   (49)  153 

Total intangible assets

 $9,990  $(6,327) $3,663 

 

  

December 31, 2023

 

 

Gross

  

Accumulated

  

Intangible

 

 

Amount

  

amortization

  

assets, net

 

Patents

 $9,502  $(5,981) $3,521 

Trademarks

  138   (31)  107 

Total intangible assets

 $9,640  $(6,012) $3,628 

For the three months ended September 30, 2024 and 2023, amortization expense for intangible assets, included in general and administrative expenses on the statement of operations, was $0.1 million and $0.2 million, respectively. For the nine months ended September 30, 2024 and 2023, amortization expense for intangible assets, included in general and administrative expenses on the statement of operations, was $0.3 million and $0.5 million, respectively. The remaining weighted average amortization period for intangible assets is approximately 9 years.

 

On September 30, 2024, future amortization expenses for intangible assets for future periods are estimated to be (in thousands):

 

2024 (remaining 3 months)

 $102 

2025

  442 

2026

  442 

2027

  442 

2028

  442 

2029 and thereafter

  1,793 
  $3,663 

 

v3.24.3
Note 10 - Fair Value of Financial Instruments
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Fair Value Disclosures [Text Block]

Note 10.  Fair Value of Financial Instruments​

The carrying value amounts of cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses, notes receivable and other current assets, accounts payable, accrued expenses, bank acceptance payable and other current liabilities approximate fair value because of the short-term maturity of these instruments. The Company believes that the interest rates in effect at each period end represent the current market rates for similar borrowings. 

 

The fair value of convertible senior notes is measured for disclosure purposes only. The fair value and carrying amount of our convertible senior notes as of  September 30, 2024 was $94.1 million and $77.1 million, respectively. As of December 31, 2023, the fair value and carrying amount of our convertible senior notes were both $76.5 million. The fair value is based on observable market prices for this debt, which is traded in less active markets and are therefore classified as a Level 2 fair value measurement.

  

v3.24.3
Note 11 - Notes Payable and Long-term Debt
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

Note 11.  Notes Payable and Long-Term Debt

Notes payable and long-term debt consisted of the following for the periods indicated (in thousands):

  

September 30, 2024

  

December 31, 2023

 

Revolving line of credit with a China bank up to $24.3 million with interest between 4.25% to 4.35%, maturing May 24, 2029

 $11,787  $12,608 

Credit facility with a China bank up to $28.5 million with interest between 4.00% and 4.35%, maturing June 6, 2027

  17,696   10,589 

Total

  29,483   23,197 

Less current portion

  (29,483)  (23,197)

Non-current portion

 $  $ 

 

Bank Acceptance Notes Payable

 

September 30, 2024

  

December 31, 2023

 

Bank acceptance notes issued to vendors with a 0.05% handling fees

  

$ 9,934

   

$ 15,482

 

 

The current portion of long-term debt is the amount payable within one year of the balance sheet date of September 30, 2024.

Maturities of long-term debt are as follows for the future one-year periods ending  September 30, 2024 (in thousands):

Within one year

 $29,483 

Beyond one year

   

Total outstanding

 $29,483 

 

 

On May 24, 2019, the Company’s China subsidiary, Global, entered into a five-year revolving credit line agreement, totaling 180,000,000 RMB (the "SPD Credit Line"), or approximately $25.4 million at that time, and a mortgage security agreement (the "Security Agreement"), with Shanghai Pudong Development Bank Co., Ltd ("SPD"). Borrowing under the SPD Credit Line will be used for general corporate and capital investment purposes, including the issuance of bank acceptance notes to Global’s vendors. Global may draw upon the SPD Credit Line on an as-needed basis at any time during the 5-year term; however, draws under the SPD Credit Line may become due and repayable to SPD at SPD’s discretion due to changes in Chinese government regulations and/or changes in Global’s financial and operational condition. Each draw will bear interest equal to SPD’s commercial banking interest rate effective on the day of the applicable draw. Global’s obligations under the SPD Credit Line will be secured by real property owned by Global and mortgaged to the Bank under the terms of the Security Agreement.

 

On May 24, 2024, Global renewed the SPD Credit Line for a five-year revolving credit line, totaling 170,000,000 RMB (the “Renewed SPD Credit Line”) or approximately $23.9 million at that time, and Global also entered into a mortgage contract security agreement, with SPD. Global may draw upon the Credit Line on an as-needed basis between May 24, 2024 and May 24, 2029. 

 

As of September 30, 2024, $ 11.8 million was outstanding under the Renewed SPD Credit Line and the outstanding balance of bank acceptance notes issued to vendors was $9.9 million.

 

On June 7, 2022, the Company's China Subsidiary, Global, entered a security agreement with China Zheshang Bank in Ningbo City, China ("CZB") for a five-year credit line agreement, totaling 200,000,000 RMB (the "¥200M Credit Facility"), or approximately $29.9 million at that time. Global may draw upon the ¥200M Credit Facility between June 7, 2022 and June 6, 2027 (the "¥200M Credit Period"). During the ¥200M Credit Period, Global may request to draw upon the ¥200M Credit Facility on an as-needed basis; however, draws under the ¥200M Credit Facility may become due and repayable to CZB at CZB’s discretion due to changes in Chinese government regulations and/or changes in Global’s financial and operational condition. Each draw will be facilitated by a separate credit agreement specifying the terms of each draw and will bear interest equal to CZB's commercial banking interest rate effective on the day of the applicable draw. Global’s obligations under the ¥200M Credit Facility will be secured by real property owned by Global and mortgaged to CZB under the terms of the Real Estate Security Agreement. On December 21, 2023, Global entered into an asset pool business cooperation agreement ("Asset Pool Agreement") and an asset pool pledge contract (the "Pledge Contract") (referred to collectively as the Pledge Asset Line"), with CZB, which supplements the existing ¥200M Credit Facility. The Pledge Asset Line does not constitute a new credit line or an increase to the existing credit limits. Global may draw upon the Pledge Asset Line between December 21, 2023 and December 21, 2025 (the "Asset Pool Period"). During the Asset Pool Period, Global may request to draw upon the Pledge Asset Line on an as-needed bases; however, amount of available credit under the Pledge Asset Line and approval of each draw may be reduced or declined by CZB due to changes in Chinese government regulations and/or changes in Global's financial and operational condition. Each draw will be facilitated by a separate credit agreement specifying the terms of each draw and will bear interest equal to CZB's commercial banking interest rate effective on the day of the applicable draw. Global's obligations under the Pledge Asset Line will be secured by certain financial assets, including but not limited to, deposit receipts, domestic accounts receivable and electronic commercial paper. As of September 30, 2024, $17.7 million was outstanding under the ¥200M Credit Facility, and there was no outstanding balance of bank acceptance notes issued to vendors.

 

As of  September 30, 2024 and December 31, 2023, the Company had $23.3 million and $22.5 million of unused borrowing capacity, respectively.

 

As of  September 30, 2024 and December 31, 2023, there was $6.5 million and $9.7 million of restricted cash, investments or security deposits associated with the loan facilities, respectively.

v3.24.3
Note 12 - Convertible Senior Notes
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Convertible Debt [Text Block]

Note 12.  Convertible Senior Notes

On  March 5, 2019, the Company issued $80.5 million of 5% convertible senior notes due 2024 (the “2024 Notes”). On  December 5, 2023, the Company issued approximately $80.2 million aggregate principal amount of 5.250% convertible senior notes due 2026 (the "2026 Notes"), and on the same day consummated various separate, privately negotiated exchange agreements with certain holders of its 2024 Notes to exchange or repurchase approximately $80.2 million principal amount of the 2024 Notes for aggregate consideration consisting of approximately $81.1 million in cash, which included accrued interest on the 2024 Notes, and approximately 466,368 shares of the Company's common stock, par value $0.001 per share. The Company paid off the remaining $0.29 million of the 2024 Notes on March 15, 2024.

 

The 2026 Notes were issued pursuant to an Indenture, dated as of  December 5, 2023, (the "Indenture"), between the Company and Computershare Trust Company, N.A., as trustee. The 2026 Notes bear interest at a rate of 5.250% per year and pay interest semi-annually in arrears on  June 15 and  December 15 of each year, beginning on  June 15, 2024. The 2026 Notes mature on  December 15, 2026, unless earlier converted, redeemed or repurchased in accordance with their terms.

 

The following table presents the carrying value of the 2026 Notes for the periods indicated (in thousands):

  

September 30,

  

December 31,

 

 

2024

  

2023

 

Principal

 $80,214  $80,214 

Unamortized debt issuance costs

  (3,161)  (3,981)

Net carrying amount

 $77,053  $76,233 

The conversion rate for the 2026 Notes is 65.6276 shares of the Company’s common stock per $1,000 principal amount of the 2026 Notes (which is equivalent to a conversion price of approximately $15.24 per share of the Company’s common stock, representing a premium of approximately 15% over the last reported sale price of the Company’s common stock on  November 30, 2023 of $13.25 per share), subject to adjustment. Before  September 15, 2026, holders of the 2026 Notes have the right to convert their 2026 Notes only upon the occurrence of certain events. From and after  September 15, 2026, holders of the 2026 Notes  may convert their 2026 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election, based on the applicable conversion rate(s).

 

Currently there are no guarantors of the 2026 Notes, but the 2026 Notes would be fully and unconditionally guaranteed, on a senior, unsecured basis by certain of the Company’s future domestic subsidiaries, should any such subsidiaries be formed.  The 2026 Notes are the Company’s senior, unsecured obligations and are equal in right of payment with existing and future senior, unsecured indebtedness, senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the 2026 Notes and effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness.  The Note Guarantee (as defined in the Indenture) of each future guarantor, if any, will be such guarantor’s senior, unsecured obligations and is equal in right of payment with existing and future senior, unsecured indebtedness, senior in right of payment to such future guarantor’s existing and future indebtedness that is expressly subordinated to the 2026 Notes and effectively subordinated to such future guarantor’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness.

 

The Indenture contains covenants that limit the Company’s ability and the ability of our subsidiaries to, among other things: (i) incur or guarantee additional indebtedness or issue disqualified stock; and (ii) create or incur liens.

 

The 2026 Notes will be redeemable, in whole or in part (subject to certain limitations described in the Indenture), at the Company’s option at any time, and from time to time, on or after  December 15, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date it sends such notice.

 

In addition, the 2026 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of a holder of 2026 Notes as of the close of business on a record date to receive the related interest payment on the corresponding interest payment date), if the Company completes the "Specified Divestiture" of (xone or more of its manufacturing facilities located in the People’s Republic of China and/or (y) significant assets located in the People’s Republic of China which relate to the Company’s transceiver business and multi-channel optical sub-assembly products (or any substantially related assets), for aggregate consideration in cash to the Company of not less than the U.S. Dollar equivalent of $150,000,000 (measured at the time of completion).

 

Calling any Convertible Note for redemption will constitute a “Make-whole fundamental change” (as defined in the Indenture) with respect to that Convertible Note, in which case the conversion rate applicable to the conversion of that Convertible Note will be increased in certain circumstances if it is converted after it is called for redemption.

 

In addition, if the Specified Divestiture is completed, then each holder of 2026 Notes will have the right to require the Company to repurchase its 2026 Notes for cash on a date of the Company’s choosing, which must be a business day that is no more than 35, nor less than 20, business days after we send the related notice of Specified Divestiture. The repurchase price for a note tendered for such repurchase will be equal to the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date (subject to the right of a holder of 2026 Notes as of the close of business on a record date to receive the related interest payment on the corresponding interest payment date).

 

Moreover, if the Company undergoes a fundamental change, as described in the Indenture, holders of the 2026 Notes  may require the Company to repurchase for cash all or part of their 2026 Notes at a repurchase price equal to 100% of the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the required repurchase date.

 

Additionally, the 2026 Notes are subject to customary events of default. No sinking fund is provided for the 2026 Notes.

 

Pursuant to the guidance in ASC 815-40, Contracts in Entity’s Own Equity, the Company evaluated whether the conversion feature of the note needed to be bifurcated from the host instrument as a freestanding financial instrument. Under ASC 815-40, to qualify for equity classification (or non-bifurcation, if embedded) the instrument (or embedded feature) must be both (1) indexed to the issuer’s own stock and (2) meet the requirements of the equity classification guidance. Based upon the Company’s analysis, it was determined the conversion option is indexed to its own stock and also met all the criteria for equity classification contained in ASC 815-40-25-7 and 815-40-25-10. Accordingly, the conversion option is not required to be bifurcated from the host instrument as a freestanding financial instrument. Since the conversion feature meets the equity scope exception from derivative accounting, the Company then evaluated whether the conversion feature needed to be separately accounted for as an equity component under ASC 470-20, Debt with Conversion and Other Options. The Company determined that notes should be accounted for in their entirety as a liability.

 

The Company incurred approximately $4.3 million in transaction costs in connection with the issuance of the 2026 Notes. These costs were recognized as a reduction of the carrying amount of the Notes utilizing the effective interest method and are being amortized over the term of the Notes.

The following table sets forth interest expense information related to the 2024 Notes and 2026 Notes (in thousands):

  

Three months ended September 30,

  

Nine months ended September 30,

 

 

2024

  

2023

  

2024

  

2023

 

Contractual interest expense

 $1,053  $1,006  $3,161  $3,019 

Amortization of debt issuance costs

  363   208   1,072   618 

Total interest cost

 $1,416  $1,214  $4,233  $3,637 

Effective interest rate

  5.3%  5.1%  5.3%  5.1%

v3.24.3
Note 13 - Accrued Liabilities
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

Note 13.  Accrued Liabilities​

Accrued liabilities consisted of the following for the periods indicated (in thousands):

  

September 30, 2024

  

December 31, 2023

 

Accrued payroll

 $10,143  $12,146 

Accrued employee benefits

  3,674   3,376 

Accrued state and local taxes

  1,392   745 

Accrued interest

  1,345   341 

Accrued shipping and tariff expenses

  291   27 

Advanced payments

  228   187 

Accrued commission expenses

  667   649 

Accrued professional fees

  218   270 

Accrued product warranty

  246   255 

Accrued other

  936   553 

Total accrued liabilities

 $19,140  $18,549 

v3.24.3
Note 14 - Other Income and Expense
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Other Nonoperating Income and Expense [Text Block]

Note 14.  Other Income and Expense

Other income and expense consisted of the following for the periods indicated (in thousands):

 

   

Three months ended September 30,

   

Nine months ended September 30,

 

 

2024

   

2023

   

2024

   

2023

 

Gain (loss) on disposal of assets

  $ (28 )   $ 5     $ (33 )   $ (2 )

Government subsidy income

    43       77       370       910  

Foreign Exchange Gain (Loss)

    172       (435 )     216       (259 )

Other non-operating gain

    149       10       1,404       154  

Total other income (expenses) , net

  $ 336     $ (343 )   $ 1,957     $ 803  

v3.24.3
Note 15 - Share-based Compensation
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

Note 15.  Share-Based Compensation

Equity Plans

The Company’s board of directors and stockholders approved the following equity plans:

 

the 2013 Equity Incentive Plan ("2013 Plan")

 

the 2021 Equity Incentive Plan ("2021 Plan")

 the 2023 Equity Inducement Plan ("Inducement Plan")

 

The Company has issued stock options, restricted stock awards ("RSAs") and restricted stock units ("RSUs") to employees, consultants and non-employee directors. Stock option awards generally vest over a four-year period and have a maximum term of ten years. Stock options under these plans have been granted with an exercise price equal to the fair market value on the date of the grant. Nonqualified and Incentive Stock Options, RSAs and RSUs may be granted from these plans.

Stock Options

Options have been granted to the Company’s employees under the 2013 Plan and generally become exercisable as to 25% of the shares on the first anniversary date following the date of grant and 12.5% on a semi-annual basis thereafter. All options expire ten years after the date of grant.

The following is a summary of option activity:

  

  

  

Weighted

  

  

Weighted

  

 

 

  

Weighted

  

Average

  

  

Average

  

 

 

  

Average

  

Share Price

  

Weighted

  

Remaining

  

Aggregate

 

 

Number of

  

Exercise

  

on Date of

  

Average

  

Contractual

  

Intrinsic

 

 

shares

  

Price

  

Exercise

  

Fair Value

  

Life

  

Value

 

 

(in thousands, except price data and Contractual Life)

 

Outstanding at January 1, 2024

  1  $13.84     $7.12   0.08  $8 

Exercised

     13.84      7.12      2 

Forfeited

  (1)  13.84      7.12       

Outstanding, September 30, 2024

                  

Exercisable, September 30, 2024

                  

Vested and expected to vest

                  
 

As of September 30, 2024, there was no unrecognized stock option expense.

Performance Based Incentive

 

Starting in 2021, certain senior executives were granted performance stock units ("PSUs") under our 2021 Equity Incentive Plan ("2021 Plan"), which generally vest over a three-year period subject to achievement of certain pre-established performance metrics. The number of shares of common stock that would ultimately be issued to settle PSUs granted ranged from 0% to 200% of the target number of shares granted. We estimate the fair value of the PSUs on the date of grant using a Monte Carlo simulation model, with stock-based compensation expense recognized ratably over the applicable three-year performance period. The Company recognized stock-based compensation expense for the PSUs for the three months ended  September 30, 2024 and 2023 of $3.8 million and $1.1 million, respectively. The Company recognized stock-based compensation expense for the nine months ended  September 30, 2024 and 2023 of $5.8 million and $2.0 million, respectively.

 

On June 12, 2024, the Compensation Committee certified the Company exceeded the maximum performance target level for each of the performance targets set for the PSUs granted in June 2021 (the "2021 PSUs"). Therefore, applicable employees were entitled to payment of the 2021 PSUs at 200% of the target shares granted under the 2021 Plan. On June 6, 2024, at the annual meeting of stockholders, a proposal to increase the number of shares of common stock authorized for issuance under the 2021 Equity Incentive Plan by 2,000,000 shares was not approved, and as a result, the Company did not have enough shares of common stock available for issuance to satisfy the additional shares earned above 100% of target shares of the 2021 PSUs (the "2021 Additional Shares"). In lieu of shares of common stock, the Company settled the 2021 Additional Shares in cash, resulting in an additional $2.8 million of stock-based compensation expense in thenine months ended September 30, 2024. 

 

The following is a summary of PSU activity for the nine months ended September 30, 2024:

 

  

  

Weighted

  

  

 

 

  

Average Share

  

Weighted

  

Aggregate

 

 

Number of

  

Price on Date

  

Average Fair

  

Intrinsic

 

 

shares

  

of Release

  

Value

  

Value

 

 

(in thousands, except price data)

 

Outstanding at January 1, 2024

  1,533     $7.82  $29,610 

Granted

  191      16.40   1,958 

Released

  (277)  10.44   14.27   2,890 

Cancelled/Forfeited

            

Outstanding, September 30, 2024

  1,447      7.72   20,711 

Vested and expected to vest

  1,447     $7.72   20,711 

 

As of September 30, 2024, there was $6.7 million of unrecognized stock-based compensation expense related to outstanding PSUs, which expense is expected to be recognized over 1.9 years.

 

Restricted Stock Units

 

The following is a summary of RSU activity:

 

  

  

Weighted

  

  

 

 

  

Average Share

  

Weighted

  

Aggregate

 

 

Number of

  

Price on Date

  

Average Fair

  

Intrinsic

 

 

shares

  

of Release

  

Value

  

Value

 

 

(in thousands, except price data)

 

Outstanding at January 1, 2024

  2,873     $4.89  $55,507 

Granted

  701      10.52   7,375 

Released

  (1,031)  12.51   6.11   12,895 

Cancelled/Forfeited

  (27)     6.16   394 

Outstanding, September 30, 2024

  2,516      5.95   36,001 

Vested and expected to vest

  2,516     $5.95  $36,001 

As of September 30, 2024, there was $13.3 million of unrecognized compensation expense related to these RSUs. This expense is expected to be recognized over 2.5 years.

 

Share-Based Compensation

Employee share-based compensation expenses recognized for the periods indicated (in thousands):

  

Three months ended

  

Nine months ended

 

 

September 30,

  

September 30,

 

 

2024

  

2023

  

2024

  

2023

 

Share-based compensation - by expense type

 

  

         

Cost of goods sold

 $116  $123  $355  $393 

Research and development

  356   358   1,114   1,135 

Sales and marketing

  334   300   1,160   786 

General and administrative

  2,137   2,454   9,212   6,273 

Total share-based compensation expense

 $2,943  $3,235  $11,841  $8,587 

 

v3.24.3
Note 16 - Income Taxes
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

Note 16.  Income Taxes

For the three months ended September 30, 2024 and 2023, the effective tax rate varied from the federal statutory rate of 21% primarily due to the change of the valuation allowance on federal, state, Taiwan, and China deferred tax assets ("DTA"). 

 

The Company continually monitors and performs an assessment of the realizability of its DTAs, including an analysis of factors such as future taxable income, reversal of existing taxable temporary differences, and tax planning strategies. In assessing the need for a valuation allowance, the Company considered both positive and negative evidence related to the likelihood of realization of deferred tax assets using a “more likely than not” standard. In making such assessment, more weight was given to evidence that could be objectively verified, including recent cumulative losses. Based on the Company’s review of this evidence, management determined that a full valuation allowance against all of the Company’s net deferred tax assets at  September 30, 2024 was appropriate.

 

v3.24.3
Note 17 - Geographic Information
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

Note 17.  Geographic Information

The Company operates in one reportable segment. The Company’s Chief Executive Officer, who is considered to be the chief operating decision maker, manages the Company’s operations as a whole and reviews financial information presented on a consolidated basis, accompanied by information about product revenue, for purposes of evaluating financial performance and allocating resources.

The following tables set forth the Company’s revenue and asset information by geographic region. Revenue is classified based on the location of where the product is manufactured. Long-lived assets in the tables below comprise property, plant, equipment,land use rights, right of use assets and intangible assets (in thousands):

  

Three months ended September 30,

  

Nine months ended September 30,

 

 

2024

  

2023

  

2024

  

2023

 

Revenues:

 

  

  

  

 

United States

 $1,659  $5,494  $6,336  $14,636 

Taiwan

  34,663   37,194   88,225   113,851 

China

  28,829   19,859   54,533   28,706 

Total

 $65,151  $62,547  $149,094  $157,193 

 

 

September 30,

  

December 31,

 

 

2024

  

2023

 

Long-lived assets:

 

  

 

United States

 $78,415  $75,283 

Taiwan

  46,912   47,668 

China

  98,453   91,050 

Total

 $223,780  $214,001 

 

v3.24.3
Note 18 - Contingencies
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

Note 18.  Contingencies

Litigation

Overview

 

From time to time, the Company may be subject to legal proceedings and litigation arising in the ordinary course of business, including, but not limited to, inquiries, investigations, audits and other regulatory proceedings, such as described below. The Company records a loss provision when it believes it is both probable that a liability has been incurred and the amount can be reasonably estimated.

 

           Unless otherwise disclosed, the Company is unable to estimate the possible loss or range of loss for the legal proceeding described below.

 

Arbitration filed by Yuhan Optoelectronic Technology (Shanghai) Co., Ltd.

 

On September 12, 2023, the Company delivered notice of termination with respect to that certain Agreement for the Sale and Purchase of a New Company to be Established in Hong Kong Special Administrative Region of the People’s Republic of China (the “Purchase Agreement”), dated September 15, 2022, with Prime World International Holdings Ltd. (the “Seller”) and Yuhan Optoelectronic Technology (Shanghai) Co., Ltd. (the “Purchaser”), pursuant to which the Seller would divest its manufacturing facilities located in the People's Republic of China and certain assets related to its transceiver business and multichannel optical sub-assembly products for the internet data center, FTTH and telecom markets. The termination, in accordance with the terms of the Purchase Agreement, was a result of the Purchaser's failure to satisfy certain of its material obligations under the Purchase Agreement. In terminating the Purchase Agreement, we also asserted the right to recover a break-up fee from the Purchaser. On December 22, 2023, the Purchaser filed for arbitration in Hong Kong with the Hong Kong International Arbitration Centre (“HKIAC”) challenging the validity of our termination notice and seeking specific performance with respect to the transactions contemplated in the Purchase Agreement, which in any case if specific performance is granted by HKIAC, the transaction contemplated by the Purchase Agreement would still have to be approved by the Committee on Foreign Investment in the United States prior to its consummation. On January 22, 2024, the Company filed its response, generally denying the Purchaser’s allegations and asserting counterclaims for recovery of a break-up fee. The Company intends to vigorously defend this matter.  The Company is not able to determine the outcome of this dispute or the likelihood or amount of the Company’s loss or recovery, if any, arising from this matter. The HKIAC Tribunal issued a procedural order on April 17, 2024 setting the evidentiary hearing to be held on September 2025.

 

Other Contingencies

 

On  August 9, 2021, the Company received a Taxes Notification of Audit Result ("Notice") from the Texas Comptroller’s Office (the "Comptroller"), for fiscal years between 2016 and 2019, informing the Company that the Comptroller believes the Company did not qualify for certain sales and use tax exemptions on various Research and Development purchases and accordingly the Company is liable for Sale and Use Tax in the amount of approximately $1.0 million including interest charges. The Company paid $0.4 million for the tax notice in May 2021, but challenged the remaining tax assessments and vigorously defended its position. The Comptroller’s office exhausted its redetermination period and therefore moved AOI’s case to the hearing process. No hearing date has yet been scheduled, and as a result the Company is not able to determine the outcome of this sales tax dispute or the likelihood or amount of the Company’s loss, if any, arising from this matter.

 

v3.24.3
Note 19 - Subsequent Events
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

Note 19.  Subsequent Events

On November 5, 2024, the Company provided notice of its termination, effective on November 6, 2024, of the Equity Distribution Agreement dated March 13, 2024 between the Company and Raymond James & Associates in connection with the Company’s At-The-Market equity offering program (the “ATM program”).  As of the termination date, the ATM program had generated total gross proceeds of $59.9 million.

 

 

  

v3.24.3
Insider Trading Arrangements
3 Months Ended 9 Months Ended
Sep. 30, 2024
shares
Sep. 30, 2024
shares
ecd_TradingArrByIndTable    
Material Terms of Trading Arrangement [Text Block]  

Item 5. Other Information

 

(a)  

On November 6, 2024, the Company provided notice of its termination, effective on such date, of the Equity Distribution Agreement dated March 13, 2024 between the Company and Raymond James & Associates in connection with the Company’s At-The-Market equity offering program (the “ATM program”).  As previously reported, the Company could offer and sell shares of its common stock having an aggregate proceeds of up to $60 million through Raymond James & Associates as sales agent.  As of the termination date, the ATM program had generated total gross proceeds of $59.9 million.

(b) None

 

(c) Rule 10b5-1 Trading Plans

 

The adoption or termination of contracts, instructions or written plans for the purchase or sale of our securities by our Section 16 officers and directors for the three months ended September 30, 2024, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act ("Rule 10b5-1 Plan"), were as follows:

 

NameTitleActionDate AdoptedExpiration DateAggregate # of Securities to be Purchased/Sold
Richard B. Black(1)DirectorAdopt8/13/20241/31/202530,000
Stefan Murry(2)Chief Financial OfficerAdopt9/18/20248/1/2025

48,000

 

1.

 

Richard B. Black, our Director, entered into a Rule 10b5-1 Plan on August 13, 2024. Mr. Black's plan provides for the potential sale of up to 30,000 shares of the Company's common stock. The plan expires on January 31, 2025, or upon the earlier completion of all authorized transactions under the plan.

 
 

2.

Stefan Murry, our Chief Financial Officer, entered into a Rule 10b5-1 Plan on September 18, 2024. Dr. Murry's plan provides for the potential sale of up to 48,000 shares of the Company's common stock. The plan expires on August 1, 2025, or upon the earlier completion of all authorized transactions under the plan.

 

 

Non-Rule 10b5-1 Arrangement Terminated [Flag] false  
Non-Rule 10b5-1 Arrangement Adopted [Flag] false  
Rule 10b5-1 Arrangement Terminated [Flag] false  
Richard B Black [Member]    
ecd_TradingArrByIndTable    
Trading Arrangement Adoption Date 8/13/2024  
Trading Arrangement, Securities Aggregate Available Amount 30,000 30,000
Trading Arrangement, Individual Name Richard B. Black  
Trading Arrangement, Individual Title Director  
Rule 10b5-1 Arrangement Adopted [Flag] true  
Stefan Murry [Member]    
ecd_TradingArrByIndTable    
Trading Arrangement Adoption Date 9/18/2024  
Trading Arrangement, Securities Aggregate Available Amount 48,000 48,000
Trading Arrangement, Individual Name Stefan Murry  
Trading Arrangement, Individual Title Chief Financial Officer  
Rule 10b5-1 Arrangement Adopted [Flag] true  
v3.24.3
Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

         

           There was no accounting pronouncement adopted in the third quarter of 2024.

         

Recent Accounting Pronouncements Yet to be Adopted

 

In  December 2023, the Financial Accounting Standard Board ("FASB") issued Accounting Standard Update ("ASU") 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which requires the Company to disclose disaggregated jurisdictional and categorical information for the tax rate reconciliation, income taxes paid and other income tax related amounts. This guidance is effective for annual periods beginning after  December 15, 2024, with early adoption permitted. The adoption is expected to enhance the Company's Notes to the Consolidated Financial Statements. The Company is currently evaluating the impact the new standard will have on its financial statements and related disclosures.

 

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which requires the Company to expand the breadth and frequency of segment disclosures to include additional information about significant segment expenses, the chief operating decision maker (CODM) and other items, and also require the annual disclosures on an interim basis. This guidance is effective for annual periods beginning after  December 15, 2023, with early adoption permitted. The standard will be effective for the Company beginning with 2024 10-K and interim periods afterwards. The Company has evaluated this new standard and intends to comply with the new disclosure requirements when required.

 

In  October 2023, the FASB issued ASU 2023-06, "Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative", which amends U.S. GAAP to include 14 disclosure requirements that are currently required under SEC Regulation S-X or Regulation S-K. Each amendment will be effective on the date on which the SEC removes the related disclosure requirement from SEC Regulation S-X or Regulation S-K.  The Company has evaluated the new standard and determined that it will have no material impact on its financial statements or disclosures since the Company is already subject to the relevant SEC disclosure requirements.

v3.24.3
Note 3 - Revenue Recognition (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Disaggregation of Revenue [Table Text Block]
  

Three months ended September 30,

 

     

% of

      

% of

 

 

2024

  

Revenue

  

2023

  

Revenue

 

Data Center

 $40,945   62.8% $48,807   78.0%

CATV

  20,947   32.2%  10,268   16.4%

Telecom

  2,798   4.3%  3,074   5.0%

FTTH

     0.0%     0.0%

Other

  461   0.7%  398   0.6%

Total Revenue

 $65,151   100.0% $62,547   100.0%
  

Nine months ended September 30,

 

     

% of

      

% of

 

 

2024

  

Revenue

  

2023

  

Revenue

 

Data Center

 $104,283   69.9% $96,731   61.5%

CATV

  35,501   23.8%  47,391   30.1%

Telecom

  7,445   5.0%  11,013   7.0%

FTTH

     0.0%  57   0.1%

Other

  1,865   1.3%  2,001   1.3%

Total Revenue

 $149,094   100.0% $157,193   100.0%
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]
  

Three months ended September 30,

  

Nine months ended September 30,

 
  

2024

  

2023

  

2024

  

2023

 

Unearned revenue, beginning of period

 $1,570  $11,720  $1,803  $3,000 

Additional unearned revenue

     2,724      12,608 

Revenue recognized

  131   1,947   364   3,111 

Unearned revenue, end of period

 $1,439  $12,497  $1,439  $12,497 
v3.24.3
Note 4 - Leases (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Lease, Cost [Table Text Block]
  

Three months ended September 30,

  

Nine months ended September 30,

 

 

2024

  

2023

  

2024

  

2023

 

Operating lease expense

 $318  $287  $1,028  $849 

Financing lease expense

     8      24 

Short Term lease expense

  41   3   62   9 

Total lease expense

 $359  $298  $1,090  $882 
  

Nine months ended September 30,

 

 

2024

  

2023

 

Weighted Average Remaining Lease Term (Years) - operating leases

  4.38   5.33 

Weighted Average Remaining Lease Term (Years) - financing leases

     0.08 

Weighted Average Discount Rate - operating leases

  3.12%  3.28%

Weighted Average Discount Rate - financing leases

     5.00%
  

Nine months ended September 30,

 

 

2024

  

2023

 

Cash paid for amounts included in the measurement of lease liabilities

 

  

 

Operating cash flows from operating leases

 $964  $934 

Operating cash flows from financing lease

     3 

Financing cash flows from financing lease

     15 
Lessee, Operating and Finance Lease, Liability, Maturity [Table Text Block]

Fiscal years:

 

Operating

 

2024 (remaining 3 months)

 $309 

2025

  1,256 

2026

  1,069 

2027

  1,061 

2028

  1,060 

2029 and thereafter

  449 

Total lease payments

  5,204 

Less imputed interest

  (358)

Present value

 $4,846 
v3.24.3
Note 5 - Cash, Cash Equivalents and Restricted Cash (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Cash and Cash Equivalents [Table Text Block]
  

September 30,

  

December 31,

 

 

2024

  

2023

 

Cash and cash equivalents

 $34,124  $45,366 

Restricted cash

  7,243   9,731 

Total cash, cash equivalents and restricted cash shown in the statement of cash flows

 $41,367  $55,097 
v3.24.3
Note 6 - Loss Per Share (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
  

Three months ended September 30,

  

Nine months ended September 30,

 

 

2024

  

2023

  

2024

  

2023

 

Numerator:

 

  

  

  

 

Net loss

  (17,757) $(8,953) $(67,042) $(42,190)

Denominator:

 

  

  

  

 

Weighted average shares used to compute net loss per share

 

  

  

  

 

Basic

  42,312   32,774   40,021   30,392 

Diluted

  42,312   32,774   40,021   30,392 

Net loss per share

 

  

  

  

 

Basic

 $(0.42) $(0.27) $(1.68) $(1.39)

Diluted

 $(0.42) $(0.27) $(1.68) $(1.39)
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]
  

Three months ended September 30,

  

Nine months ended September 30,

 

 

2024

  

2023

  

2024

  

2023

 

Employee stock options

     8       

Restricted stock units

  2,097   2,650   2,543   973 

Shares for convertible senior notes

  5,264   4,587   5,264   4,587 

Total antidilutive shares

  7,361   7,245   7,807   5,560 
v3.24.3
Note 7 - Inventories (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Inventory, Current [Table Text Block]

 

September 30, 2024

  

December 31, 2023

 

Raw materials

 $33,154  $22,128 

Work in process and sub-assemblies

  30,650   33,792 

Finished goods

  16,196   22,452 

Allowance for inventory

  (15,618)  (14,506)

Total inventories

 $64,382  $63,866 
v3.24.3
Note 8 - Property, Plant & Equipment (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Property, Plant and Equipment [Table Text Block]

 

September 30, 2024

  

December 31, 2023

 

Land improvements

 $806  $806 

Buildings and improvements

  120,617   86,534 

Machinery and equipment

  264,429   257,842 

Furniture and fixtures

  5,115   5,449 

Computer equipment and software

  12,955   12,059 

Transportation equipment

  666   673 

  404,588   363,363 

Less accumulated depreciation

  (204,675)  (194,086)

  199,913   169,277 

Construction in progress

  4,289   29,939 

Land

  1,101   1,101 

Total property, plant and equipment, net

 $205,303  $200,317 
v3.24.3
Note 9 - Intangible Assets, Net (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Finite-Lived Intangible Assets [Table Text Block]
  

September 30, 2024

 

 

Gross

  

Accumulated

  

Intangible

 

 

Amount

  

amortization

  

assets, net

 

Patents

 $9,788  $(6,278) $3,510 

Trademarks

  202   (49)  153 

Total intangible assets

 $9,990  $(6,327) $3,663 
  

December 31, 2023

 

 

Gross

  

Accumulated

  

Intangible

 

 

Amount

  

amortization

  

assets, net

 

Patents

 $9,502  $(5,981) $3,521 

Trademarks

  138   (31)  107 

Total intangible assets

 $9,640  $(6,012) $3,628 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

2024 (remaining 3 months)

 $102 

2025

  442 

2026

  442 

2027

  442 

2028

  442 

2029 and thereafter

  1,793 
  $3,663 
v3.24.3
Note 11 - Notes Payable and Long-term Debt (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Debt [Table Text Block]
  

September 30, 2024

  

December 31, 2023

 

Revolving line of credit with a China bank up to $24.3 million with interest between 4.25% to 4.35%, maturing May 24, 2029

 $11,787  $12,608 

Credit facility with a China bank up to $28.5 million with interest between 4.00% and 4.35%, maturing June 6, 2027

  17,696   10,589 

Total

  29,483   23,197 

Less current portion

  (29,483)  (23,197)

Non-current portion

 $  $ 

Bank Acceptance Notes Payable

 

September 30, 2024

  

December 31, 2023

 

Bank acceptance notes issued to vendors with a 0.05% handling fees

  

$ 9,934

   

$ 15,482

 
Schedule of Maturities of Long-Term Debt [Table Text Block]

Within one year

 $29,483 

Beyond one year

   

Total outstanding

 $29,483 
v3.24.3
Note 12 - Convertible Senior Notes (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Convertible Debt [Table Text Block]
  

September 30,

  

December 31,

 

 

2024

  

2023

 

Principal

 $80,214  $80,214 

Unamortized debt issuance costs

  (3,161)  (3,981)

Net carrying amount

 $77,053  $76,233 
Interest Income and Interest Expense Disclosure [Table Text Block]
  

Three months ended September 30,

  

Nine months ended September 30,

 

 

2024

  

2023

  

2024

  

2023

 

Contractual interest expense

 $1,053  $1,006  $3,161  $3,019 

Amortization of debt issuance costs

  363   208   1,072   618 

Total interest cost

 $1,416  $1,214  $4,233  $3,637 

Effective interest rate

  5.3%  5.1%  5.3%  5.1%
v3.24.3
Note 13 - Accrued Liabilities (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Accrued Liabilities [Table Text Block]
  

September 30, 2024

  

December 31, 2023

 

Accrued payroll

 $10,143  $12,146 

Accrued employee benefits

  3,674   3,376 

Accrued state and local taxes

  1,392   745 

Accrued interest

  1,345   341 

Accrued shipping and tariff expenses

  291   27 

Advanced payments

  228   187 

Accrued commission expenses

  667   649 

Accrued professional fees

  218   270 

Accrued product warranty

  246   255 

Accrued other

  936   553 

Total accrued liabilities

 $19,140  $18,549 
v3.24.3
Note 14 - Other Income and Expense (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Other Nonoperating Income (Expense) [Table Text Block]
   

Three months ended September 30,

   

Nine months ended September 30,

 

 

2024

   

2023

   

2024

   

2023

 

Gain (loss) on disposal of assets

  $ (28 )   $ 5     $ (33 )   $ (2 )

Government subsidy income

    43       77       370       910  

Foreign Exchange Gain (Loss)

    172       (435 )     216       (259 )

Other non-operating gain

    149       10       1,404       154  

Total other income (expenses) , net

  $ 336     $ (343 )   $ 1,957     $ 803  
v3.24.3
Note 15 - Share-based Compensation (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Share-Based Payment Arrangement, Option, Activity [Table Text Block]
  

  

  

Weighted

  

  

Weighted

  

 

 

  

Weighted

  

Average

  

  

Average

  

 

 

  

Average

  

Share Price

  

Weighted

  

Remaining

  

Aggregate

 

 

Number of

  

Exercise

  

on Date of

  

Average

  

Contractual

  

Intrinsic

 

 

shares

  

Price

  

Exercise

  

Fair Value

  

Life

  

Value

 

 

(in thousands, except price data and Contractual Life)

 

Outstanding at January 1, 2024

  1  $13.84     $7.12   0.08  $8 

Exercised

     13.84      7.12      2 

Forfeited

  (1)  13.84      7.12       

Outstanding, September 30, 2024

                  

Exercisable, September 30, 2024

                  

Vested and expected to vest

                  
Share-Based Payment Arrangement, Performance Shares, Activity [Table Text Block]
  

  

Weighted

  

  

 

 

  

Average Share

  

Weighted

  

Aggregate

 

 

Number of

  

Price on Date

  

Average Fair

  

Intrinsic

 

 

shares

  

of Release

  

Value

  

Value

 

 

(in thousands, except price data)

 

Outstanding at January 1, 2024

  1,533     $7.82  $29,610 

Granted

  191      16.40   1,958 

Released

  (277)  10.44   14.27   2,890 

Cancelled/Forfeited

            

Outstanding, September 30, 2024

  1,447      7.72   20,711 

Vested and expected to vest

  1,447     $7.72   20,711 
Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]
  

  

Weighted

  

  

 

 

  

Average Share

  

Weighted

  

Aggregate

 

 

Number of

  

Price on Date

  

Average Fair

  

Intrinsic

 

 

shares

  

of Release

  

Value

  

Value

 

 

(in thousands, except price data)

 

Outstanding at January 1, 2024

  2,873     $4.89  $55,507 

Granted

  701      10.52   7,375 

Released

  (1,031)  12.51   6.11   12,895 

Cancelled/Forfeited

  (27)     6.16   394 

Outstanding, September 30, 2024

  2,516      5.95   36,001 

Vested and expected to vest

  2,516     $5.95  $36,001 
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]
  

Three months ended

  

Nine months ended

 

 

September 30,

  

September 30,

 

 

2024

  

2023

  

2024

  

2023

 

Share-based compensation - by expense type

 

  

         

Cost of goods sold

 $116  $123  $355  $393 

Research and development

  356   358   1,114   1,135 

Sales and marketing

  334   300   1,160   786 

General and administrative

  2,137   2,454   9,212   6,273 

Total share-based compensation expense

 $2,943  $3,235  $11,841  $8,587 
v3.24.3
Note 17 - Geographic Information (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Revenue from External Customers by Geographic Areas [Table Text Block]
  

Three months ended September 30,

  

Nine months ended September 30,

 

 

2024

  

2023

  

2024

  

2023

 

Revenues:

 

  

  

  

 

United States

 $1,659  $5,494  $6,336  $14,636 

Taiwan

  34,663   37,194   88,225   113,851 

China

  28,829   19,859   54,533   28,706 

Total

 $65,151  $62,547  $149,094  $157,193 
Long-Lived Assets by Geographic Areas [Table Text Block]

 

September 30,

  

December 31,

 

 

2024

  

2023

 

Long-lived assets:

 

  

 

United States

 $78,415  $75,283 

Taiwan

  46,912   47,668 

China

  98,453   91,050 

Total

 $223,780  $214,001 
v3.24.3
Note 3 - Revenue Recognition (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Dec. 31, 2022
Contract with Customer, Liability $ 1,439 $ 12,497 $ 1,439 $ 12,497 $ 1,570 $ 1,803 $ 11,720 $ 3,000
Contract With Customer, Liability, Revenue Recognized Including Opening Balance $ 131 $ 1,947 $ 364 $ 3,111        
v3.24.3
Note 3 - Revenue Recognition - Revenue by Major Product Category (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue, net $ 65,151 $ 62,547 $ 149,094 $ 157,193
Percent of Revenue 100.00% 100.00% 100.00% 100.00%
Data Center [Member]        
Revenue, net $ 40,945 $ 48,807 $ 104,283 $ 96,731
Percent of Revenue 62.80% 78.00% 69.90% 61.50%
CATV [Member]        
Revenue, net $ 20,947 $ 10,268 $ 35,501 $ 47,391
Percent of Revenue 32.20% 16.40% 23.80% 30.10%
Telecom [Member]        
Revenue, net $ 2,798 $ 3,074 $ 7,445 $ 11,013
Percent of Revenue 4.30% 5.00% 5.00% 7.00%
FTTH [Member]        
Revenue, net $ 0 $ 0 $ 0 $ 57
Percent of Revenue 0.00% 0.00% 0.00% 0.10%
Product and Service, Other [Member]        
Revenue, net $ 461 $ 398 $ 1,865 $ 2,001
Percent of Revenue 0.70% 0.60% 1.30% 1.30%
v3.24.3
Note 3 - Revenue Recognition - Changes in Unearned Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Unearned revenue, beginning of period $ 1,570 $ 11,720 $ 1,803 $ 3,000
Additional unearned revenue 0 2,724 0 12,608
Revenue recognized 131 1,947 364 3,111
Unearned revenue, end of period $ 1,439 $ 12,497 $ 1,439 $ 12,497
v3.24.3
Note 4 - Leases (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Lease, Cost $ 359 $ 298 $ 1,090 $ 882
Selling, General and Administrative Expenses [Member]        
Lease, Cost $ 400 $ 300    
v3.24.3
Note 4 - Leases - Components of Lease Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Operating lease expense $ 318 $ 287 $ 1,028 $ 849
Financing lease expense 0 8 0 24
Short Term lease expense 41 3 62 9
Total lease expense $ 359 $ 298 $ 1,090 $ 882
Weighted Average Remaining Lease Term (Years) - operating leases (Year) 4 years 4 months 17 days 5 years 3 months 29 days 4 years 4 months 17 days 5 years 3 months 29 days
Weighted Average Remaining Lease Term (Years) - financing leases (Year)   29 days   29 days
Weighted Average Discount Rate - operating leases 3.12% 3.28% 3.12% 3.28%
Weighted Average Discount Rate - financing leases 0.00% 5.00% 0.00% 5.00%
Operating cash flows from operating leases     $ 964 $ 934
Operating cash flows from financing lease     0 3
Financing cash flows from financing lease     $ (0) $ 15
v3.24.3
Note 4 - Leases - Maturities of Lease Liabilities (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
2024 (remaining 9 months), Operating Lease $ 309
2025, Operating Lease 1,256
2026, Operating Lease 1,069
2027, Operating Lease 1,061
2028, Operating Lease 1,060
2028 and thereafter, Operating Lease 449
Total operating lease payments 5,204
Less imputed interest, operating leases (358)
Present value, operating leases $ 4,846
v3.24.3
Note 5 - Cash, Cash Equivalents and Restricted Cash (Details Textual) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Restricted Cash and Cash Equivalents, Current $ 7,243 $ 9,731
CHINA    
Certificates of Deposit, at Carrying Value 2,600 2,500
Bankers Acceptance [Member]    
Restricted Cash and Cash Equivalents, Current 4,000 6,500
Guarantee Deposits for Customs Duties [Member]    
Restricted Cash and Cash Equivalents, Current $ 700 $ 700
v3.24.3
Note 5 - Cash, Cash Equivalents and Restricted Cash - Summary of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Cash and cash equivalents $ 34,124 $ 45,366
Restricted cash 7,243 9,731
Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 41,367 $ 55,097
v3.24.3
Note 6 - Earnings (Loss) Per Share - Computation of Basic and Diluted Net Income (Loss) per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Net loss $ (17,757) $ (8,953) $ (67,042) $ (42,190)
Basic (in shares) 42,311,811 32,774,148 40,021,297 30,392,483
Diluted (in shares) 42,311,811 32,774,148 40,021,297 30,392,483
Basic (in dollars per share) $ (0.42) $ (0.27) $ (1.68) $ (1.39)
Diluted (in dollars per share) $ (0.42) $ (0.27) $ (1.68) $ (1.39)
v3.24.3
Note 6 - Earnings (Loss) Per Share - Potentially Dilutive Securities Excluded from Diluted Net Income (Loss) per Share (Details) - shares
shares in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Employee stock options (in shares) 7,361 7,245 7,807 5,560
Share-Based Payment Arrangement, Option [Member]        
Employee stock options (in shares) 0 8 0 0
Restricted Stock Units (RSUs) [Member]        
Employee stock options (in shares) 2,097 2,650 2,543 973
Convertible Debt Securities [Member]        
Employee stock options (in shares) 5,264 4,587 5,264 4,587
v3.24.3
Note 7 - Inventories (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Inventory, LIFO Reserve, Period Charge $ 700 $ 2,400 $ 2,386 $ 7,454
Inventory Write-down $ 700 $ 1,500 $ 2,400 $ 8,400
v3.24.3
Note 7 - Inventories - Inventories (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Raw materials $ 33,154 $ 22,128
Work in process and sub-assemblies 30,650 33,792
Finished goods 16,196 22,452
Allowance for inventory (15,618) (14,506)
Total inventories $ 64,382 $ 63,866
v3.24.3
Note 8 - Property, Plant & Equipment (Details Textual) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Depreciation $ 5.1 $ 4.8 $ 15.0
v3.24.3
Note 8 - Property, Plant and Equipment - Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Property, plant and equipment, gross $ 404,588 $ 363,363
Less accumulated depreciation (204,675) (194,086)
Property, plant and equipment, net before construction in progress and land 199,913 169,277
Property, plant and equipment, net 205,303 200,317
Land Improvements [Member]    
Property, plant and equipment, gross 806 806
Building and Building Improvements [Member]    
Property, plant and equipment, gross 120,617 86,534
Machinery and Equipment [Member]    
Property, plant and equipment, gross 264,429 257,842
Furniture and Fixtures [Member]    
Property, plant and equipment, gross 5,115 5,449
Computer Equipment and Software [Member]    
Property, plant and equipment, gross 12,955 12,059
Vehicles [Member]    
Property, plant and equipment, gross 666 673
Construction in Progress [Member]    
Property, plant and equipment, net 4,289 29,939
Land [Member]    
Property, plant and equipment, net $ 1,101 $ 1,101
v3.24.3
Note 9 - Intangible Assets, Net (Details Textual) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Amortization of Intangible Assets $ 0.1 $ 0.2 $ 0.3 $ 0.5
Finite-Lived Intangible Assets, Remaining Amortization Period (Year) 9 years   9 years  
v3.24.3
Note 9 - Intangible Assets, Net - Finite-lived Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Intangible assets, gross amount $ 9,990 $ 9,640
Intangible assets, accumulated amortization (6,327) (6,012)
Intangible assets, net 3,663 3,628
Patents [Member]    
Intangible assets, gross amount 9,788 9,502
Intangible assets, accumulated amortization (6,278) (5,981)
Intangible assets, net 3,510 3,521
Trademarks [Member]    
Intangible assets, gross amount 202 138
Intangible assets, accumulated amortization (49) (31)
Intangible assets, net $ 153 $ 107
v3.24.3
Note 9 - Intangible Assets, Net - Future Amortization Expense (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
2024 (remaining 3 months) $ 102  
2025 442  
2026 442  
2027 442  
2028 442  
2029 and thereafter 1,793  
Finite-Lived Intangible Assets, Net $ 3,663 $ 3,628
v3.24.3
Note 10 - Fair Value of Financial Instruments (Details Textual) - Senior Notes [Member] - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Convertible Debt, Fair Value Disclosures $ 94.1 $ 76.5
Convertible Debt $ 77.1 $ 76.5
v3.24.3
Note 11 - Notes Payable and Long-term Debt (Details Textual)
$ in Thousands
May 24, 2024
USD ($)
Jun. 07, 2022
USD ($)
May 24, 2019
USD ($)
Sep. 30, 2024
USD ($)
May 24, 2024
CNY (¥)
Dec. 31, 2023
USD ($)
Jun. 07, 2022
CNY (¥)
May 24, 2019
CNY (¥)
Debt Instrument, Unused Borrowing Capacity, Amount       $ 23,300   $ 22,500    
Cash Collateral for Borrowed Securities       6,500   9,700    
SPD Bank [Member] | Revolving Credit Facility [Member]                
Line of Credit Facility, Maximum Borrowing Capacity       24,300   24,300    
SPD Bank [Member] | Global Technology, Inc. [Member] | Revolving Credit Facility [Member] | The SPD Credit Line [Member]                
Debt Instrument, Term (Year)     5 years          
Line of Credit Facility, Maximum Borrowing Capacity     $ 25,400         ¥ 180,000,000
SPD Bank [Member] | Global Technology, Inc. [Member] | Revolving Credit Facility [Member] | Renewed SPD Credit Line [Member]                
Debt Instrument, Term (Year) 5 years              
Line of Credit Facility, Maximum Borrowing Capacity $ 23,900       ¥ 170,000,000      
Long-Term Line of Credit       11,800        
Bank Acceptances Executed       9,900        
China Zheshang Bank Co., Ltd [Member] | Revolving Credit Facility [Member] | The ¥200M Credit Facility [Member]                
Line of Credit Facility, Maximum Borrowing Capacity       28,500   $ 28,500    
China Zheshang Bank Co., Ltd [Member] | Global Technology, Inc. [Member] | Revolving Credit Facility [Member] | The ¥50M Credit Facility [Member]                
Debt Instrument, Term (Year)   5 years            
China Zheshang Bank Co., Ltd [Member] | Global Technology, Inc. [Member] | Revolving Credit Facility [Member] | The ¥200M Credit Facility [Member]                
Line of Credit Facility, Maximum Borrowing Capacity   $ 29,900         ¥ 200,000,000  
Long-Term Line of Credit       17,700        
Bank Acceptances Executed       $ 0        
v3.24.3
Note 11 - Notes Payable and Long-term Debt - Schedule of Notes Payable and Long-term Debt (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Long-term debt $ 29,483 $ 23,197
Less current portion (29,483) (23,197)
Non-current portion 0 0
Bank Acceptance Notes Payable [Member]    
Bank acceptance notes issued to vendors with a 0.05% handling fees 9,934 15,482
SPD Bank [Member] | Revolving Credit Facility [Member]    
Long-term debt 11,787 12,608
China Zheshang Bank Co., Ltd [Member] | Revolving Credit Facility [Member] | The ¥200M Credit Facility [Member]    
Long-term debt $ 17,696 $ 10,589
v3.24.3
Note 11 - Notes Payable and Long-term Debt - Schedule of Notes Payable and Long-term Debt (Details) (Parentheticals) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Bank Acceptance Notes Payable [Member]    
Long-term debt, interest 0.05% 0.05%
SPD Bank [Member] | Revolving Credit Facility [Member]    
Long-term debt, maximum $ 24.3 $ 24.3
Long-term debt, maturity date May 24, 2029 May 24, 2029
SPD Bank [Member] | Revolving Credit Facility [Member] | Minimum [Member]    
Long-term debt, interest 4.25% 4.25%
SPD Bank [Member] | Revolving Credit Facility [Member] | Maximum [Member]    
Long-term debt, interest 4.35% 4.35%
China Zheshang Bank Co., Ltd [Member] | Revolving Credit Facility [Member] | The ¥200M Credit Facility [Member]    
Long-term debt, maximum $ 28.5 $ 28.5
Long-term debt, maturity date Jun. 06, 2027 Jun. 06, 2027
China Zheshang Bank Co., Ltd [Member] | Revolving Credit Facility [Member] | Minimum [Member] | The ¥200M Credit Facility [Member]    
Long-term debt, interest 4.00% 4.00%
China Zheshang Bank Co., Ltd [Member] | Revolving Credit Facility [Member] | Maximum [Member] | The ¥200M Credit Facility [Member]    
Long-term debt, interest 4.35% 4.35%
v3.24.3
Note 11 - Notes Payable and Long-term Debt - Maturities of Notes Payable and Long-term Debt (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
Within one year $ 29,483
Beyond one year 0
Total outstanding $ 29,483
v3.24.3
Note 12 - Convertible Senior Notes (Details Textual) - USD ($)
Mar. 15, 2024
Dec. 05, 2023
Dec. 05, 2019
Sep. 30, 2024
Dec. 31, 2023
Mar. 05, 2019
Common Stock, Par or Stated Value Per Share (in dollars per share)   $ 0.001   $ 0.001 $ 0.001  
Conversion Of 2024 Notes To Common Stock [Member]            
Debt Conversion, Converted Instrument, Shares Issued (in shares)   466,368        
The 5% Convertible Senior Notes Due 2024 [Member]            
Debt Instrument, Face Amount   $ 80,200,000       $ 80,500,000
Debt Instrument, Interest Rate, Stated Percentage           5.00%
Proceeds from Convertible Debt     $ 81,100,000      
Repayments of Convertible Debt $ 290,000          
The 5.250% Convertible Senior Notes Due 2026 [Member]            
Debt Instrument, Face Amount   $ 80,200,000   $ 80,214,000 $ 80,214,000  
Debt Instrument, Interest Rate, Stated Percentage   5.25%        
Debt Conversion, Converted Instrument, Shares Issued (in shares)   65.6276        
Debt Conversion, Converted Instrument, Amount   $ 1,000        
Debt Instrument, Convertible, Conversion Price (in dollars per share)   $ 15.24        
Debt Instrument, Convertible, Conversion Price Premium, Percentage   15.00%        
Share Price (in dollars per share)   $ 13.25        
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger   130.00%        
Debt Instrument, Convertible, Threshold Trading Days   20        
Debt Instrument, Convertible, Threshold Consecutive Trading Days   30        
Debt Instrument, Convertible, Maximum Aggregate Consideration   $ 150,000,000        
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed   100.00%        
Debt Issuance Costs, Gross   $ 4,300,000        
v3.24.3
Note 12 - Convertible Senior Notes - Schedule of Carrying Value of Convertible Senior Notes (Details) - The 5.250% Convertible Senior Notes Due 2026 [Member] - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Dec. 05, 2023
Principal $ 80,214 $ 80,214 $ 80,200
Unamortized debt issuance costs (3,161) (3,981)  
Net carrying amount $ 77,053 $ 76,233  
v3.24.3
Note 12 - Convertible Senior Notes - Schedule of Interest Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Amortization of debt issuance costs     $ 1,037 $ 928
The 2024 Notes and 2026 Notes [Member]        
Contractual interest expense $ 1,053 $ 1,006 3,161 3,019
Amortization of debt issuance costs 363 208 1,072 618
Total interest cost $ 1,416 $ 1,214 $ 4,233 $ 3,637
Effective interest rate 5.30% 5.10% 5.30% 5.10%
v3.24.3
Note 13 - Accrued Liabilities - Accrued Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Accrued payroll $ 10,143 $ 12,146
Accrued employee benefits 3,674 3,376
Accrued state and local taxes 1,392 745
Accrued interest 1,345 341
Accrued shipping and tariff expenses 291 27
Advanced payments 228 187
Accrued commission expenses 667 649
Accrued professional fees 218 270
Accrued product warranty 246 255
Accrued other 936 553
Total accrued liabilities $ 19,140 $ 18,549
v3.24.3
Note 14 - Other Income and Expense - Other Income and Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Gain (loss) on disposal of assets $ (28) $ 5 $ (33) $ (2)
Government subsidy income 43 77 370 910
Foreign Exchange Gain (Loss) 172 (435) 216 (259)
Other non-operating gain 149 10 1,404 154
Total other income (expenses) , net $ 336 $ (343) $ 1,957 $ 803
v3.24.3
Note 15 - Share-based Compensation (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Jun. 12, 2024
Jun. 06, 2024
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount $ 0   $ 0 $ 0      
Share-Based Payment Arrangement, Expense 2,943 $ 3,235   $ 11,841 $ 8,587    
Share-Based Payment Arrangement, Option [Member]              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)       4 years      
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year)       10 years      
Share-Based Payment Arrangement, Option [Member] | Exercisable on the First Anniversary Date Following the Date of Grant [Member]              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage       25.00%      
Share-Based Payment Arrangement, Option [Member] | Exercisable on Semi-annual Basis [Member]              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage       12.50%      
Performance Shares [Member]              
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)     3 years        
Share-Based Payment Arrangement, Expense 3,800 $ 1,100   $ 5,800 $ 2,000    
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount $ 6,700   $ 6,700 $ 6,700      
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) 1 year 10 months 24 days            
Performance Shares [Member] | Minimum [Member]              
Sharebased Compensation Arrangement By Sharebased Payment Award Performance Award Value Percentage Of Based Amount 0.00%   0.00% 0.00%      
Performance Shares [Member] | Maximum [Member]              
Sharebased Compensation Arrangement By Sharebased Payment Award Performance Award Value Percentage Of Based Amount 200.00%   200.00% 200.00%      
2021 PSUs [Member]              
Sharebased Compensation Arrangement By Sharebased Payment Award Performance Award Value Percentage Of Based Amount           200.00% 100.00%
Share-Based Payment Arrangement, Expense       $ 2,800      
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Proposed But Not Authorized (in shares)             2,000,000
Restricted Stock Units (RSUs) [Member]              
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount $ 13,300   $ 13,300 $ 13,300      
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) 2 years 6 months            
v3.24.3
Note 15 - Share-based Compensation - Option Activity (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Outstanding, number of shares (in shares) 1  
Outstanding, weighted average exercise price (in dollars per share) $ 13.84  
Outstanding, weighted average fair value (in dollars per share) $ 7.12  
Outstanding, weighted average remaining contractual life (Year)   29 days
Outstanding, aggregate intrinsic value $ 0 $ 8
Exercised, number of shares (in shares) 0  
Exercised, weighted average exercise price (in dollars per share) $ 13.84  
Exercised, weighted average share price on date of exercise (in dollars per share) 0  
Exercised, weighted average fair value (in dollars per share) $ 7.12  
Exercised, aggregate intrinsic value $ 2  
Forfeited, number of shares (in shares) (1)  
Forfeited, weighted average exercise price (in dollars per share) $ 13.84  
Forfeited, weighted average fair value (in dollars per share) $ 7.12  
Outstanding, number of shares (in shares) 0 1
Outstanding, weighted average exercise price (in dollars per share) $ 0 $ 13.84
Outstanding, weighted average fair value (in dollars per share) $ 0 $ 7.12
Exercisable, number of shares (in shares) 0  
Exercisable, weighted average exercise price (in dollars per share) $ 0  
Exercisable, weighted average fair value (in dollars per share) $ 0  
Exercisable, aggregate intrinsic value $ 0  
Vested and expected to vest, number of shares (in shares) 0  
Vested and expected to vest, weighted average exercise price (in dollars per share) $ 0  
Vested and expected to vest, weighted average fair value (in dollars per share) $ 0  
Vested and expected to vest, aggregate intrinsic value $ 0  
v3.24.3
Note 15 - Share-based Compensation - Performance Stock Unit/Awards Activity (Details) - Performance Shares [Member]
$ / shares in Units, shares in Thousands, $ in Thousands
9 Months Ended
Sep. 30, 2024
USD ($)
$ / shares
shares
Outstanding, number of shares (in shares) | shares 1,533
Outstanding, weighted average fair value (in dollars per share) $ 7.82
Outstanding, aggregate intrinsic value | $ $ 29,610
Granted, number of shares (in shares) | shares 191
Granted, weighted average fair value (in dollars per share) $ 16.4
Granted, aggregate intrinsic value | $ $ 1,958
Released, number of shares (in shares) | shares (277)
Released, weighted average share price on date of release (in dollars per share) $ 10.44
Released, weighted average fair value (in dollars per share) $ 14.27
Released, aggregate intrinsic value | $ $ 2,890
Cancelled/Forfeited, number of shares (in shares) | shares 0
Cancelled/Forfeited, weighted average fair value (in dollars per share) $ 0
Cancelled/Forfeited, aggregate intrinsic value | $ $ 0
Outstanding, number of shares (in shares) | shares 1,447
Outstanding, weighted average fair value (in dollars per share) $ 7.72
Outstanding, aggregate intrinsic value | $ $ 20,711
Vested and expected to vest, number of shares (in shares) | shares 1,447
Vested and expected to vest, weighted average fair value (in dollars per share) $ 7.72
Vested and expected to vest, aggregate intrinsic value | $ $ 20,711
v3.24.3
Note 15 - Share-based Compensation - Restricted Stock Unit/Awards Activity (Details) - Restricted Stock Units (RSUs) [Member]
$ / shares in Units, shares in Thousands, $ in Thousands
9 Months Ended
Sep. 30, 2024
USD ($)
$ / shares
shares
Outstanding, number of shares (in shares) | shares 2,873
Outstanding, weighted average fair value (in dollars per share) $ 4.89
Outstanding, aggregate intrinsic value | $ $ 55,507
Granted, number of shares (in shares) | shares 701
Granted, weighted average fair value (in dollars per share) $ 10.52
Granted, aggregate intrinsic value | $ $ 7,375
Released, number of shares (in shares) | shares (1,031)
Released, weighted average share price on date of release (in dollars per share) $ 12.51
Released, weighted average fair value (in dollars per share) $ 6.11
Released, aggregate intrinsic value | $ $ 12,895
Cancelled/Forfeited, number of shares (in shares) | shares (27)
Cancelled/Forfeited, weighted average fair value (in dollars per share) $ 6.16
Cancelled/Forfeited, aggregate intrinsic value | $ $ 394
Outstanding, number of shares (in shares) | shares 2,516
Outstanding, weighted average fair value (in dollars per share) $ 5.95
Outstanding, aggregate intrinsic value | $ $ 36,001
Vested and expected to vest, number of shares (in shares) | shares 2,516
Vested and expected to vest, weighted average fair value (in dollars per share) $ 5.95
Vested and expected to vest, aggregate intrinsic value | $ $ 36,001
v3.24.3
Note 15 - Share-based Compensation - Share-based Compensation (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Total share-based compensation expense $ 2,943 $ 3,235 $ 11,841 $ 8,587
Cost of Sales [Member]        
Total share-based compensation expense 116 123 355 393
Research and Development Expense [Member]        
Total share-based compensation expense 356 358 1,114 1,135
Selling and Marketing Expense [Member]        
Total share-based compensation expense 334 300 1,160 786
General and Administrative Expense [Member]        
Total share-based compensation expense $ 2,137 $ 2,454 $ 9,212 $ 6,273
v3.24.3
Note 16 - Income Taxes (Details Textual)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent 21.00% 21.00%
v3.24.3
Note 17 - Geographic Information (Details Textual)
9 Months Ended
Sep. 30, 2024
Number of Reportable Segments 1
v3.24.3
Note 17 - Geographic Information - Revenue Information by Geographic Region (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue, net $ 65,151 $ 62,547 $ 149,094 $ 157,193
UNITED STATES        
Revenue, net 1,659 5,494 6,336 14,636
TAIWAN        
Revenue, net 34,663 37,194 88,225 113,851
CHINA        
Revenue, net $ 28,829 $ 19,859 $ 54,533 $ 28,706
v3.24.3
Note 17 - Geographic Information - Asset Information by Geographic Region (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Long-lived assets $ 223,780 $ 214,001
UNITED STATES    
Long-lived assets 78,415 75,283
TAIWAN    
Long-lived assets 46,912 47,668
CHINA    
Long-lived assets $ 98,453 $ 91,050
v3.24.3
Note 18 - Contingencies (Details Textual) - Loss Contingency, Obligation for Sales and Use Tax [Member]
$ in Millions
Aug. 09, 2021
USD ($)
Loss Contingency, Potential Obligation $ 1.0
Loss Contingency Accrual, Payments $ 0.4
v3.24.3
Note 19 - Subsequent Events (Details Textual) - USD ($)
$ in Thousands
9 Months Ended
Nov. 06, 2024
Sep. 30, 2024
Sep. 30, 2023
Proceeds from Issuance of Common Stock   $ 58,494 $ 32,312
Subsequent Event [Member]      
Proceeds from Issuance of Common Stock $ 59,900    

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