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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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 r... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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 ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
we manufacture. With a vertically integrated manufacturing process, we produce many of our own laser chips and other parts required to manufacture our optical components. Through this model, we are ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
for critical components or raw materials. While maintaining inventories that we believe are sufficient to meet our near-term needs, we strive not to carry significant inventories of externally sourc... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
significant inventories of raw materials. Accordingly, we maintain ongoing communications with our suppliers in order to prevent any interruptions in supply, and have implemented a supply-chain mana... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, and internet service providers. We generally employ a direct sales model in North America and in the rest of the world we use both direct and indirect sales channels. In 2022, 2021 and 2020, we obt... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
to time offer design or manufacturing services to customers to assist them in more effectively using our products and realizing time-to-market advantages.
In the last four years, we have taken seve... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
U.S. based large datacenter operator and a U.S. based NEM. In 2022, revenue from the CATV market, internet data center market, telecom market, FTTH market and other markets provided 53.0%, 34.6%, 11... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
. We have various other products designed for diverse applications, both inside and outside of communications technology, which generally are derivatives of products developed for our four target mar... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
we do not believe that we face a single major competitor across all of our markets. We do, however, experience intense competition in each product area from a number of manufacturers and we anticipa... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
and are much better positioned to acquire other companies to gain new technologies or products that may displace our products. Network equipment providers, who are our customers, and network service... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
BE and MOCVD processes, our vertically integrated model, the performance and reliability of our product offerings, and our technical expertise in light engine design and manufacture.
Seasonality
Se... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, 2022, none of our employees are represented by any collective bargaining agreement, but certain employees of our China subsidiary are members of a trade union. We have never suffered any work stopp... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
employees with the opportunity to share their opinions in open dialogues with our human resources department and senior management. In the past, we have conducted confidential surveys of select work... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
designed to focus on empowering our employees with the knowledge and tools they need to make safe choices and to mitigate risks. Supervisors complete safety management courses as well. In response t... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
and other gatherings.
Compensation, Benefits and Wellness
We offer fair, competitive compensation and benefits that support our employees’ overall wellness. Further, the health and wellness of our... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
environmental, health and safety laws and regulations, including those governing discharges of pollutants to air and water, the use, storage, handling and disposal of hazardous materials and solid w... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
We use, store and dispose of hazardous materials and solid wastes in our manufacturing operations and hazardous materials are present in our products. We incur costs to comply with environmental, he... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
example, pursuant to environmental laws and regulations, including but not limited to the Comprehensive Environmental Response Compensation and Liability Act, or CERCLA, we may be liable for the ful... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, local, and foreign regulations that have been adopted with respect to the environment, such as the Directive on the Restriction of the Use of Certain Hazardous Substances in Electrical and Electron... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, we maintain an Integrated Environmental and Safety Management System.
We expect that our operations and products will be affected by new environmental requirements on an ongoing basis. Environment... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
in planned activities.
We face increasing complexity in our product design and procurement operations as we adjust to new and upcoming requirements relating to the materials composition of our prod... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
products. Other governmental regulations may require us to reengineer our products to use components that are more environmentally compatible, resulting in additional costs to us.
Climate Change an... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
A995. Export Control Classification requirements are dependent upon an item’s technical characteristics, the destination, the end-use, and the end-user, and other activities of the end-user. Should t... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Texas corporation, converted into a Delaware corporation. Prime World International Holdings, Ltd. (“Prime World”) is a wholly-owned subsidiary of the Company incorporated in the British Virgin Isla... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
-1800. Our website address is www.ao-inc.com. Information contained on our website is not incorporated by reference into this Form 10-K.
Available Information
We file electronically with the United... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
1A.
Risk Factors
Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in our Form 10-K, includi... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
September 15, 2022, AOI and Prime World International Holdings Ltd. (the "Seller"), which is a company incorporated in the British Virgin Islands and wholly owned subsidiary of AOI, entered into a d... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
$150 million USD equivalent of Renminbi, less a holdback amount. Prior to the closing of this transaction, AOI anticipates investing an amount equal to between 4% and 10% of the estimated proceeds f... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
estiture, include:
restrictions in the Purchase Agreement on the conduct of our business prior to the closing of the divestiture, which prevent us from taking specified actions without the prior co... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
;
our employees may experience uncertainty regarding their future roles, which might adversely affect our ability to retain, recruit and motivate key personnel; and
potential litigation relating t... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
write-offs, including those related to goodwill and other intangible assets. If any of these risks materialize, the benefits of such divestiture may not be fully realized, if at all, and our busines... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
increasingly relied upon in recent years as a tool to prevent foreign investment that poses a national security risk, often focused on either Chinese or Russian buyers. Although we do not believe th... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
be no assurance that the conditions to the divestiture will be satisfied or waived or that the divestiture will be consummated.
In addition, the Purchase Agreement may be terminated under specified... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
our business resulting from the announcement and pendency of the divestiture, including any adverse changes in our relationships with our customers, vendors and employees, may continue or intensify ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
fail to obtain CFIUS approval.
13
Table of Contents
Risks Related to Operating Our Business
We are dependent on our key customers for a significant portion of our revenue and the loss of, or a s... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
operator represented 5.9% of our revenue. As a result, the loss of, or a significant reduction in orders from any of our key customers would materially and adversely affect our revenue and results o... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
in recent years, there has been consolidation among various network equipment manufacturers and this trend is expected to continue. We are unable to predict the impact that industry consolidation wo... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
may provide us with their demand forecasts, they are typically not contractually committed to buy any quantity of products beyond firm purchase orders. Furthermore, many of our customers may increas... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
to meet our volume demands. If any of our major customers decrease, stop or delay purchasing our products for any reason, we will likely have excess manufacturing capacity or inventory and our busin... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
. If we are unable to accurately predict the amount of time required to qualify our products with customers, or are unable to qualify our products with certain customers at all, then our ability to g... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
design projects may be significant. It is difficult to predict with any certainty whether our customers will delay or terminate product qualification or the frequency with which customers will cance... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
if we fail to do so or if our release of new or enhanced products is delayed, our business may be harmed.
The markets for our products are characterized by frequent new product introductions, chang... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
our margins may decrease if our costs are higher than expected, adversely affecting our financial condition and results of operations.
Although the length of our product development cycle varies wi... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
the value of our inventory. We have in the past experienced periodic fluctuations in demand for existing products and delays in new product development, and such fluctuations will likely occur in th... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
is a complex and uncertain process requiring frequent innovation, highly-skilled engineering and development personnel and significant capital, as well as the accurate anticipation of technological ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
result of factors that are outside our control, which could adversely impact our operating results.
Our revenues, growth rates and operating results are likely to fluctuate significantly in the fut... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
more than one year, may cause our revenues and operating results to vary from period to period and it may be difficult to predict the timing and amount of any variation. Delays or deferrals in purch... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
harmed.
If we encounter manufacturing problems, we may lose sales and damage our customer relationships.
We may experience delays, disruptions or quality control problems in our manufacturing oper... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
communications optics vendors, and our MBE fabrication process relies on custom-manufactured equipment. If our MBE or MOCVD fabrication facility in Sugar Land, Texas were to be damaged or destroyed ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, 2022 were employed in manufacturing and research and development operations. We may not be able to adjust these fixed costs quickly to adapt to rapidly changing market conditions. Our gross profit ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
we continue to expect to have a significant amount of working capital invested in inventory. We may be required to write down inventory costs in the future and our high inventory costs may have an a... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
forecast accurately our overall gross margins. The rate of increase in our costs and expenses may exceed the rate of increase in our revenue, either of which would materially and adversely affect ou... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
increase, decrease, rescheduling or cancellation of significant customer orders;
our ability to design, manufacture and deliver products which meet customer requirements in a timely and cost-effect... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
our customers, affecting the timing of their spending for our products;
political stability in the areas of the world in which we operate;
changes in or limitations imposed by trade protection law... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, research and development, sales and general administrative efforts. Any failure to adjust spending quickly enough to compensate for a revenue shortfall could magnify the adverse impact of such reve... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, manufacturing and support personnel is essential to our success. For example, our ability to achieve new design wins depends upon the experience and expertise of our engineers. Any of our key emplo... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
ability to develop, manufacture and sell our products, and thus our financial condition and results of operations, would be adversely affected if we are unable to retain existing personnel or hire a... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
obtain certain materials and components. We may also face shortages if we experience increased demand for materials or components beyond what our qualified suppliers can deliver. Our inability to ob... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
our ability to change the components in our products. For more critical components, any changes may require repeating the entire qualification process. Our reliance on a limited number of suppliers ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
fail to perform as expected long after customer acceptance. Failures could result from faulty components or design, problems in manufacturing or other unforeseen reasons. Any such failures could del... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
covered by warranty to maintain customer relationships. Any significant product failure could result in litigation, damages, repair costs and lost future sales of the affected product and other prod... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Severe Acute Respiratory Syndrome, or the H1N1 virus, could result in business disruptions. Business disruptions could include disruptions or restrictions on our ability to travel or to distribute o... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
The spread of COVID-19 has impacted our supply chain operations through restrictions, reduced capacity and shutdown of business activities by suppliers whom we rely on for sourcing components and mat... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
. However, this is uncertain and we also cannot predict if other suppliers could encounter similar difficulties. Any disruption resulting from similar events on a larger scale or over a prolonged per... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
foreign tax credits of $4.6 million for U.S. federal income tax purposes. Our ability to use our net operating losses, or NOLs, to offset future taxable income may be subject to certain limitations ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
much NOLs and tax credits a corporation can use in a tax year after a change in ownership. Avoiding an ownership change is generally beyond our control. Although the ownership changes we experienced... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
2018 expire after 20 years. Further, under the Tax Act, although the treatment of tax losses generated in taxable years ending before December 31, 2017 has generally not changed, tax losses generated... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
expirations, generally shorter than in the US.
Our future results of operations may be subject to volatility as a result of exposure to fluctuations in currency exchange
rates.
We have significan... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
uate and be affected by, among other things, changes in political and economic conditions. The RMB currency is no longer being pegged solely to the value of the U.S. dollar. In the long term, the RMB... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
relationships with suppliers and customers of the acquired business with our existing business relationships;
risks associated with entering markets in which we have little or no prior experience; ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
divestitures or exits of businesses that we no longer believe to be an appropriate strategic fit. Divestitures may adversely impact our results if we are unable to offset the dilutive impacts from t... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
significant risk of natural disasters, including earthquakes, hurricanes, typhoons, flooding and tornadoes, as well as other catastrophic events, such as epidemics, terrorist attacks or wars. For ex... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
has from time to time, suffered electrical outages. Any disruption in our manufacturing facilities arising from these and other natural disasters or other catastrophic events could cause significant... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
ability to compete in international markets.
We are subject to export and import control laws, trade regulations and other trade requirements that limit which products we sell and where and to whom... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
could be restricted. As a result, our ability to export or sell our products to certain countries could be restricted, which could adversely affect our business, financial condition and results of o... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
involved in numerous public companies. Shareholder activists frequently propose to involve themselves in the governance, strategic direction, and operations of the Company. We may in the future beco... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
our business.
The unfavorable outcome of any pending or future litigation or administrative action and expenses incurred in connection with litigation could result in financial losses or harm to ou... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
ebtedness and Future Financing
Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial conditi... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
our indebtedness, which will reduce the amount of cash available for other purposes;
limiting our flexibility to plan for, or react to, changes in our business;
diluting the interests of our exist... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
financial and other restrictive covenants that limit our ability to operate our business, raise capital or make payments under our other indebtedness. If we fail to comply with these covenants or to... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Our loan agreements governing our long-term debt obligations in the U.S. and Asia contain certain financial and operating covenants that limit our management’s discretion with respect to certain bus... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
opportunities, competitive developments and adverse economic or industry conditions. Any failure by us or our subsidiaries to comply with these agreements could harm our business, financial conditio... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
not be able to obtain additional capital when desired, on favorable terms or at all.
We operate in a market that makes our prospects difficult to evaluate and, to remain competitive, we will be req... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
issuance of our common stock or convertible securities, the ownership interests of our stockholders could be significantly diluted. These newly issued securities may have rights, preferences or priv... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
breaches and cyberattacks could compromise our operations, our customers’ operations, or the operations of our contract manufacturers upon whom we rely, and cause significant damage to our business ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
networks, including intellectual property, employee personal information and proprietary or confidential business information relating to our business and that of our customers and business partners... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
employee information or intellectual property could compromise our business, trade secrets and other sensitive business information, any of which could result in legal action against us, exposure of... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
may result in delays or cancellations of customer orders or delays or additional costs to produce and ship our products. Data security breaches involving our data center customers could affect their... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
disruption, infiltration or failure of our information technology systems as a result of software or hardware malfunctions, system implementations or upgrades, computer viruses, third-party security... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
and operating results.
The U.S. government has made statements and taken certain actions that have led and may lead to further changes to U.S. and international trade policies, including imposing a... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
our products that are of Chinese origin are currently subject to U.S. Tariffs on China Imports.
Despite rapid changes to U.S. import laws and applicable duties, the U.S. Tariffs on China Imports re... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
renegotiated or if China or other affected countries take further retaliatory trade actions.
Furthermore, the implementation of trade tariffs both globally and between the U.S. and China specifical... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
also lead to sourcing or logistics disruption resulting from import delays or the imposition of increased tariffs on our sourcing partners. For example, the Chinese government could require the use... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
1 and 2020, 18.53%, 22.7%, and 25.4% of our revenue, respectively, was derived from sales outside of North America. In addition, a significant portion of our manufacturing operations are based in Nin... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
or access critical elements of their supply chains may result in a decreased demand for their products, which may consequently reduce their demand for our products.
Our international revenue and op... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
and inflation in the United States and other economies where we do business;
fluctuations in the value of foreign currencies and interest rates, including the impact of recessionary environments an... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
or other countries could result in a reduction in demand for our products, the cancellation or delay of orders already placed, difficulties in producing and delivering our products, threats to our i... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
above. Therefore, our business, financial condition, results of operations and prospects are subject to economic, political, legal, and social events and developments in Asia. Factors affecting mili... |
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