Document
Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 
 
FORM 10-Q
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from               to              
Commission File Number: 001-37771
 
Acacia Communications, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
27-0291921
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
Three Mill and Main Place, Suite 400
Maynard, Massachusetts 01754
(Address of principal executive offices)
(978) 938-4896
(Registrant’s telephone number, including area code)
 
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  x    No  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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
 
x
  
Accelerated filer
 ☐
 
 
 
 
 
 
Non-accelerated filer
 
 ☐ (Do not check if a small reporting company)
  
Small 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  x 
As of April 27, 2018, the registrant had 40,149,541 shares of common stock issued and outstanding.


Table of Contents

ACACIA COMMUNICATIONS, INC.
Table of Contents
 
 
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EX-31.1
 
(CERTIFICATION OF THE CEO PURSUANT TO SECTION 302)
 
 
EX-31.2
 
(CERTIFICATION OF THE CFO PURSUANT TO SECTION 302)
 
 
EX-32.1
 
(CERTIFICATION OF THE CEO PURSUANT TO SECTION 906)
 
 
EX-32.2
 
(CERTIFICATION OF THE CFO PURSUANT TO SECTION 906)
 
 


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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Form 10-Q and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” under Part II, Item 1A below and elsewhere in this Form 10-Q. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include:
our ability to sustain or increase revenue from our larger customers, generate revenues from new customers, or offset the discontinuation of concentrated purchases by our larger customers with purchases by new or existing customers;
our expectations regarding our expenses and revenue, our ability to maintain and expand gross profit, the sufficiency of our cash resources and needs for additional financing;
our ability to produce products free of problems, defects, errors and vulnerabilities;
our anticipated growth strategies;
our expectations regarding competition;
the anticipated trends and challenges in our business and the market in which we operate;
our expectations regarding, and the capacity and stability of, our supply chain and manufacturing;
the size and growth of the potential markets for our products and the ability to serve those markets;
the scope, progress, expansion, and costs of developing and commercializing our products;
the timing, rate and degree of introducing any of our products into the market and the market acceptance of any of our products;
our ability to establish and maintain development partnerships;
our ability to attract or retain key personnel;
our expectations regarding federal, state and foreign regulatory requirements, including export controls, tax law changes and interpretations, economic sanctions and anti-corruption regulations;
regulatory developments in the United States and foreign countries, including under export control laws or regulations that could continue to impede our ability to sell our products to our customer ZTE Kangxun Telecom Co. Ltd. or any of its affiliates or that could impede our ability to sell our products to other customers in certain foreign jurisdictions, particularly in China;
our ability to obtain and maintain intellectual property protection for our products; and
the pending purported securities class action and derivative lawsuits and our ability to defend against them.
Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.


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PART I—FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements (Unaudited).
ACACIA COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(Unaudited)

 
March 31, 2018
 
December 31, 2017
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
85,135

 
$
67,495

Marketable securities - short-term
222,540

 
211,933

Accounts receivable
74,765

 
86,602

Inventory
57,156

 
62,232

Prepaid expenses and other current assets
19,481

 
18,985

Total current assets
459,077

 
447,247

Marketable securities - long-term
59,831

 
85,182

Property and equipment, net
30,426

 
28,175

Deferred tax asset
45,089

 
41,901

Other assets
8,517

 
8,745

Total assets
$
602,940

 
$
611,250

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
34,527

 
$
47,819

Accrued liabilities
42,782

 
37,234

Deferred revenue
1,360

 
573

Total current liabilities
78,669

 
85,626

Income taxes payable
19,205

 
21,034

Other long-term liabilities
4,857

 
2,540

Total liabilities
102,731

 
109,200

 
 
 
 
Commitments and contingencies (Note 11)


 


 
 
 
 
Stockholders’ equity:
 

 
 

Preferred stock, $0.0001 par value; 5,000 shares authorized; none issued and outstanding at March 31, 2018 and December 31, 2017

 

Common stock, $0.0001 par value; 150,000 shares authorized; 40,061 and 39,606 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively
4

 
4

Additional paid-in capital
332,426

 
324,944

Accumulated other comprehensive loss
(722
)
 
(320
)
Retained earnings
168,501

 
177,422

Total stockholders’ equity
500,209

 
502,050

Total liabilities and stockholders’ equity
$
602,940

 
$
611,250

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

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ACACIA COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
 
 
Three Months Ended March 31,
 
2018
 
2017
Revenue
$
72,941

 
$
114,667

Cost of revenue
48,870

 
58,367

Gross profit
24,071

 
56,300

Operating expenses:
 
 
 
Research and development
24,445

 
17,728

Sales, general and administrative
14,288

 
8,691

Total operating expenses
38,733

 
26,419

(Loss) income from operations
(14,662
)
 
29,881

Other income, net:
 
 
 
Interest income, net
1,354

 
445

Other expense, net
(71
)
 
(38
)
Total other income, net
1,283

 
407

(Loss) income before benefit from income taxes
(13,379
)
 
30,288

Benefit from income taxes
(4,301
)
 
(5,421
)
Net (loss) income
$
(9,078
)
 
$
35,709

(Loss) earnings per share:
 
 
 
Basic
$
(0.23
)
 
$
0.93

Diluted
$
(0.23
)
 
$
0.86

Weighted-average shares used to compute (loss) earnings per share:
 
 
 
Basic
39,836

 
38,308

Diluted
39,836

 
41,654


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

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ACACIA COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in thousands)
(Unaudited)
 
 
Three Months Ended March 31,
 
2018
 
2017
Net (loss) income
$
(9,078
)
 
$
35,709

Other comprehensive loss:
 
 
 
Changes in unrealized loss on marketable securities, net of income taxes of $88 and $15 for the three months ended March 31, 2018 and 2017, respectively
(402
)
 
(36
)
Comprehensive (loss) income
$
(9,480
)
 
$
35,673


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

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ACACIA COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(Unaudited)
 
 
 
 
 
 
 
Additional Paid-in Capital
 
Accumulated Other Comprehensive Loss
 
 
 
 
 
 
Common Stock
 
 
 
Retained Earnings
 
 
 
 
Shares
 
Amount
 
 
 
 
Total
Balance at December 31, 2016
 
37,998

 
$
4

 
$
295,893

 
$
(16
)
 
$
138,914

 
$
434,795

Vesting of restricted common stock
 
28

 
 

 
 

 
 

 
 

 

Exercise of common stock options
 
341

 

 
883

 
 

 
 

 
883

Vesting of restricted stock units
 
149

 

 

 
 
 
 
 

Stock-based compensation expense
 
 

 
 

 
4,632

 
 

 
 

 
4,632

Unrealized losses on marketable securities, net of tax of $15
 
 
 
 
 
 
 
(36
)
 
 
 
(36
)
Net income
 
 

 
 

 
 

 
 

 
35,709

 
35,709

Balance at March 31, 2017
 
38,516

 
$
4

 
$
301,408

 
$
(52
)
 
$
174,623

 
$
475,983

 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2017
 
39,606

 
$
4

 
$
324,944

 
$
(320
)
 
$
177,422

 
$
502,050

Adoption of ASU 2014-09, net of tax of $51 (see Note 2)
 
 
 
 
 
 
 
 
 
157

 
157

Vesting of restricted common stock
 
21

 
 

 
 

 
 

 
 

 

Exercise of common stock options
 
220

 

 
968

 
 

 
 

 
968

Vesting of restricted stock units
 
214

 

 

 
 

 
 

 

Stock-based compensation expense
 
 

 
 

 
6,514

 
 

 
 

 
6,514

Unrealized losses on marketable securities, net of tax of $88
 
 

 
 

 
 

 
(402
)
 
 

 
(402
)
Net loss
 
 

 
 

 
 

 
 

 
(9,078
)
 
(9,078
)
Balance at March 31, 2018
 
40,061

 
$
4

 
$
332,426

 
$
(722
)
 
$
168,501

 
$
500,209


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

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ACACIA COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited) 
 
Three Months Ended March 31,
 
2018
 
2017
CASH FLOWS FROM OPERATING ACTIVITIES:
 

 
 

Net (loss) income
$
(9,078
)
 
$
35,709

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 

 
 

Depreciation
3,266

 
2,877

Stock-based compensation
6,538

 
4,632

Deferred income taxes
(3,239
)
 
(1,490
)
Other non-cash charges
45

 
76

Changes in operating assets and liabilities:


 
 

Accounts receivable
11,837

 
(6,764
)
Inventory
5,076

 
(2,003
)
Prepaid expenses and other current assets
(665
)
 
(5,435
)
Other assets
208

 
(3,566
)
Accounts payable
(12,105
)
 
(11,533
)
Accrued liabilities
5,527

 
1,790

Deferred revenue
3,358

 
211

Income taxes payable
(1,829
)
 

Other long-term liabilities
121

 
356

Net cash provided by operating activities
9,060

 
14,860

 


 


CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 

Purchases of property and equipment
(6,704
)
 
(5,608
)
Purchases of marketable securities
(73,534
)
 
(116,652
)
Sales and maturities of marketable securities
87,830

 
38,900

Deposits
20

 

Net cash provided by (used in) investing activities
7,612

 
(83,360
)
 


 


CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 

Payment of public offering costs

 
(188
)
Proceeds from the issuance of common stock under stock-based compensation plans
968

 
883

Net cash provided by financing activities
968

 
695

 


 


Net increase (decrease) in cash, cash equivalents and restricted cash
17,640

 
(67,805
)
Cash, cash equivalents and restricted cash—Beginning of period
67,495

 
208,032

Cash, cash equivalents and restricted cash—End of period
$
85,135

 
$
140,227

 


 


Supplemental cash flow disclosures:
 

 
 

Refunds received for income taxes, net
$
(72
)
 
$
(134
)
 


 


Supplemental disclosure of non-cash investing and financing activities:


 
 

Capital expenditures incurred but not yet paid
$
1,555

 
$
1,147

Public offering costs incurred but not yet paid
$

 
$
13


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

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Acacia Communications, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
 
1. NATURE OF THE BUSINESS AND OPERATIONS
 Acacia Communications, Inc. was incorporated on June 2, 2009, as a Delaware corporation. Acacia Communications, Inc. and its wholly-owned subsidiaries (the “Subsidiaries”) are collectively referred to as the Company. The Company is a leading provider of high-speed coherent optical interconnect products that transform communications networks, relied upon by cloud infrastructure operators and content and communication service providers, through improvements in performance and capacity and reductions in associated costs. The Company’s products include a family of low-power coherent digital signal processors and silicon photonic integrated circuits that it has integrated into families of optical interconnect modules with transmission speeds ranging from 100 to 400 gigabits per second for use in long-haul, metro and inter-data center markets. The Company is also developing its AC1200 module that will enable, across dual wavelengths, transmission capacity of 1.2 terabits (1,200 gigabits) per second and above.
The Company is headquartered in Maynard, Massachusetts, and has established wholly-owned subsidiaries in North America, Europe and Asia as part of the Company’s global expansion.
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The unaudited condensed consolidated financial statements include the accounts of Acacia Communications, Inc. and its Subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. For further information, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 22, 2018. There have been no significant changes in the Company’s accounting policies from those disclosed in the Annual Report on Form 10-K that have had a material impact on the Company’s condensed consolidated financial statements.
The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended December 31, 2017, and in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s condensed consolidated balance sheet as of March 31, 2018, its condensed consolidated statements of operations for the three months ended March 31, 2018 and 2017, its condensed consolidated statements of comprehensive (loss) income for the three months ended March 31, 2018 and 2017, its condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2018 and 2017, and its condensed consolidated statements of cash flows for the three months ended March 31, 2018 and 2017. All intercompany balances and transactions have been eliminated in consolidation. The financial data and the other financial information disclosed in the notes to these condensed consolidated financial statements related to these three-month periods are also unaudited. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full fiscal year or any other period.
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation. Specifically, as of December 31, 2017, $0.2 million of deferred product costs have now been included within “Prepaid expenses and other current assets” on the condensed consolidated balance sheet, and for the three months ended March 31, 2017, the $0.2 million increase in deferred product costs has now been included within the increase in “Prepaid expenses and other current assets” on the condensed consolidated statement of cash flows.

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Recently Adopted Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”) which supersedes the revenue recognition requirements in Accounting Standard Codification 605, Revenue Recognition (“ASC 605”) and affects any entity that enters into contracts with customers to transfer goods and services. On January 1, 2018, the Company adopted ASC 606 and all related amendments for all contracts not completed as of the adoption date using the modified retrospective method. The Company recognized the cumulative effect of initially applying ASC 606 as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.
In accordance with ASC 606, the Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when a performance obligation is satisfied.
Revenue for product sales is recognized at the point in time when control transfers to the Company’s customers, which is generally when products are shipped from the Company’s manufacturing facilities or when delivered to the customer’s named location. When the Company performs shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to delivery), they are considered to be fulfillment activities, and accordingly, the costs are accrued for when the related revenue is recognized. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. See Note 3 for further disclosures and detail regarding revenue. As the impact of ASC 606 is not material to the Company, there is no pro-forma disclosure presented as of and for the quarter ended March 31, 2018. The Company expects the impact of the adoption of the new standard to be immaterial to its results of operations on an ongoing basis.
In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). ASU 2016-16 requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in ASU 2016-16 are effective for fiscal years beginning after December 15, 2017, and were adopted by the Company in the first quarter of 2018. The amendments in ASU 2016-16 have been applied using a modified retrospective approach. As the Company has not had any intra-entity transfers of assets in such period other than inventory, there is no impact from the adoption of this standard.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows - Restricted Cash (“ASU 2016-18”). The amendments in ASU 2016-18 require that the statement of cash flows explain the change in total cash, cash equivalents and restricted cash. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company has adopted the amendments in ASU 2016-18 in the first quarter of 2018 using a retrospective transition method. Other than the revised statement of cash flows presentation of restricted cash in the prior period presented, which was immaterial, the adoption of ASU 2016-18 did not have a material impact on the Company’s condensed consolidated financial statements for the three months ended March 31, 2017. There is no impact to the cash flow statement for the three months ended March 31, 2018 as there was no restricted cash balance as of the beginning or end of the period.
Recently Issued Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 is intended to provide more decision-useful information about expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The main provisions include presenting financial assets measured at amortized cost at the amount expected to be collected, which is net of an allowance for credit losses, and recording credit losses related to available-for-sale securities through an allowance for credit losses. The amendments in ASU 2016-13 are effective for fiscal years beginning after December 15, 2019, and must be applied using a modified retrospective approach with earlier adoption permitted for fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements.

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In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 will require lessees to recognize a right-of-use asset and lease liability on the balance sheet for virtually all leases. For the statement of operations, ASU 2016-02 retains a dual model requiring leases to be classified as either operating or financing leases. Operating leases will result in straight-line expense, and financing leases will have a front-loaded expense pattern with an interest expense component. The amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, and must be applied using a modified retrospective approach with earlier adoption permitted. The Company expects the adoption of ASU 2016-02 will increase both its assets and liabilities presented on its condensed consolidated balance sheets to reflect the right-of-use assets and corresponding lease liabilities, as well as increase its leasing disclosures. The Company is continuing its assessment and review of existing leases, as well as policy and process changes to support the new standard.
3. REVENUE
The Company adopted ASC 606 effective January 1, 2018 using the modified retrospective method. The Company recognized the cumulative effect of initially applying ASC 606 as an adjustment to the opening balance of retained earnings. The comparative information is accounted for in accordance with the previous revenue guidance, ASC 605, and has not been restated. Revenue recognized prior to the effective date is accounted for in accordance with the accounting policies disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017. The following are the policies the Company has applied beginning January 1, 2018.
The Company generates all of its revenue from contracts with customers. The Company considers customer purchase orders, which in many cases are governed by master purchasing agreements, to be contracts with customers. The Company’s contracts with customers are generally for product only, and do not include other performance obligations such as services, extended warranties or other material rights. As part of its assessment of each contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. In determining the transaction price, the price stated on the purchase order is typically fixed and represents the net consideration to which the Company expects to be entitled, and therefore there is no variable consideration. As the Company’s standard payment terms are less than one year, the Company has elected, as a practical expedient, to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product based on its relative standalone selling price. The product price as specified on the purchase order is considered the standalone selling price as it is an observable source that depicts the price as if sold to a similar customer in similar circumstances. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs upon shipment from the Company’s manufacturing site or delivery to the customer’s named location. In determining whether control has transferred, the Company considers if there is a present right to payment from the customer and when physical possession, legal title and risks and rewards of ownership have transferred to the customer. The Company also considered certain customer contracts that include acceptance clauses, but has concluded that delivery to the customer’s named location is the point at which the customer is able to direct the use of and obtain substantially all of the remaining benefits from the asset, and therefore the acceptance is considered a formality that does not impact the timing of revenue recognition.
At times, the Company receives orders for products that may be delivered over multiple dates that may extend across reporting periods. The Company invoices for each delivery upon shipment and recognizes revenues for each distinct product delivered, assuming transfer of control has occurred. As scheduled delivery dates are within one year, the Company has elected to use the optional exemption whereby revenues allocated to future shipments of partially completed contracts are not disclosed.
The Company generally provides an assurance warranty that its products will substantially conform to the agreed-upon specifications for 12 to 24 months from the date of shipment. The Company’s liability is limited to the cost of repair or replacement of the defective part. The Company does not consider activities related to such warranties to be a separate performance obligation. The terms and conditions of sale generally do not allow for refunds or product returns other than for warranty repairs.
The Company has a limited number of customer contracts that provide for the performance of services or include multiple performance obligations. Once the Company determines the performance obligations, the Company determines the transaction price, which includes estimating the amount of variable consideration to be included in the transaction price, if any. The Company then allocates the transaction price to each performance obligation in the contract based on a relative stand-alone selling price method or using the variable consideration allocation exception if the required criteria are met. The corresponding revenues are recognized as the related performance obligations are satisfied.

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A receivable is recognized in the period the Company ships the product. Payment terms on invoiced amounts are typically 30-60 days. In some cases, if control of the product has not yet transferred to the customer or the timing of the payments made by the customer precedes the Company’s fulfillment of the performance obligation, the Company recognizes a contract liability that is classified as “deferred revenue.” The opening and closing balances of the Company’s deferred revenue and accounts receivable are as follows (in thousands):
 
Balance at Beginning of Period (1/1/18)
 
(Decrease) / Increase
 
Balance at End of Period
Three Months Ended March 31, 2018
 
 
 
 
 
Accounts Receivable
$
86,602

 
(11,837
)
 
$
74,765

Deferred Revenue (Current)
$
197

 
1,163

 
$
1,360

Deferred Revenue (Non-current)
$
254

 
2,196

 
$
2,450

The amounts of revenue recognized in the period that were included in the opening deferred revenue balance was immaterial for the three months ended March 31, 2018. The increase in current and non-current deferred revenue is related to billings to, or advance payments from, customers for which the Company has not yet fulfilled its performance obligations. Deferred revenue not expected to be recognized within the Company’s operating cycle of one year is presented as a component of “Other long-term liabilities” on the condensed consolidated balance sheet.
The Company has concluded that none of the costs it has incurred to obtain and fulfill its ASC 606 contracts meet the capitalization criteria, and as such, there are no costs deferred and recognized as assets on the condensed consolidated balance sheet.
Disaggregation of Revenue
The following table provides information about disaggregated revenue based on the geographic region of the Company’s customers’ ship-to destinations, which in certain instances may be the location of a contract manufacturer rather than the Company’s end customer. Further disaggregation of revenue by geographic country can be found in Note 12.
 
Three Months Ended
 
As a % of
 
March 31, 2018
 
Total Revenue
 
(dollars in thousands)
Americas
$
9,725

 
13
%
EMEA
27,644

 
38
%
APAC
35,572

 
49
%
Total revenue
$
72,941

 
100
%
4. FINANCIAL INSTRUMENTS
The following tables set forth the Company’s cash, cash equivalents and short- and long-term marketable securities as of March 31, 2018 and December 31, 2017 (in thousands):
 
March 31, 2018
 
 
 
Gross Unrealized
 
 
 
 
 
 
 
 
 
 
 
Losses
 
 
 
 
 
 
 
Amortized Cost
 
Gains
 
Less than One Year
 
Greater than One Year
 
Estimated Fair Value
 
Cash and Cash Equivalents
 
Marketable Securities
Cash
$
52,831

 
$

 
$

 
$

 
$
52,831

 
$
52,831

 
$

Money market funds
8,907

 

 

 

 
8,907

 
8,907

 

Repurchase agreements
13,700

 

 

 

 
13,700

 
13,700

 

U.S. treasury bonds
31,346

 

 
(99
)
 

 
31,247

 
4,999

 
26,248

Commercial paper
49,141

 

 
(29
)
 

 
49,112

 

 
49,112

Certificates of deposit
49,524

 
6

 
(107
)
 

 
49,423

 
1,700

 
47,723

Asset-backed securities
40,896

 
1

 
(151
)
 

 
40,746

 
2,998

 
37,748

Corporate debt securities
122,100

 
5

 
(560
)
 
(5
)
 
121,540

 

 
121,540

Total
$
368,445

 
$
12

 
$
(946
)
 
$
(5
)
 
$
367,506

 
$
85,135

 
$
282,371


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December 31, 2017
 
 
 
Gross Unrealized
 
Estimated
 
Cash and Cash
 
Marketable
 
Amortized Cost
 
Gains
 
Losses(1)
 
Fair Value
 
Equivalents
 
Securities
Cash
$
43,223

 
$

 
$

 
$
43,223

 
$
43,223

 
$

Money market funds
11,070

 

 

 
11,070

 
11,070

 

Repurchase agreements
12,500

 

 

 
12,500

 
12,500

 

U.S. treasury bonds
26,316

 

 
(80
)
 
26,236

 

 
26,236

Commercial paper
60,623

 

 
(9
)
 
60,614

 

 
60,614

Certificates of deposit
34,993

 
6

 
(33
)
 
34,966

 

 
34,966

Asset-backed securities
33,374

 
1

 
(53
)
 
33,322

 
702

 
32,620

Corporate debt securities
142,960

 
9

 
(290
)
 
142,679

 

 
142,679

Total
$
365,059

 
$
16

 
$
(465
)
 
$
364,610

 
$
67,495

 
$
297,115

(1)
Losses represent marketable securities that were in loss positions for less than one year.
The proceeds from the sales and maturities of marketable securities, which were primarily reinvested and resulted in realized gains and losses, were as follows (in thousands):
 
Three Months Ended March 31, 2018
 
Three Months Ended March 31, 2017
Proceeds from the sales and maturities of marketable securities
$
87,830

 
$
38,900

Realized gains
$
4

 
$
1

Realized losses
$
(2
)
 
$

 The contractual maturities of short-term and long-term marketable securities held at March 31, 2018 and December 31, 2017 are as follows (in thousands):
 
March 31, 2018
 
December 31, 2017
 
Amortized Cost Basis
 
Aggregate Fair Value
 
Amortized Cost Basis
 
Aggregate Fair Value
Due within one year
$
223,179

 
$
222,540

 
$
212,137

 
$
211,933

Due after one year through three years
60,131

 
59,831

 
85,426

 
85,182

Total
$
283,310

 
$
282,371

 
$
297,563

 
$
297,115


At March 31, 2018, the Company believed that the unrealized losses on its available-for-sale investments were temporary. The investments with unrealized losses consisted primarily of corporate debt securities. In making the determination that the decline in fair value of these securities was temporary, the Company considered various factors, including, but not limited to: the length of time each security was in an unrealized loss position; the extent to which fair value was less than cost; the financial condition and near-term prospects of the issuers; and the Company’s intent not to sell these securities and the assessment that it is more likely than not that the Company would not be required to sell these securities before the recovery of their amortized cost basis.
5. INVENTORY
Inventory consisted of the following as of March 31, 2018 and December 31, 2017 (in thousands):
 
March 31, 2018
 
December 31, 2017
Raw materials
$
37,195

 
$
32,599

Work-in-process
663

 
965

Finished goods
19,298

 
28,668

Inventory
$
57,156

 
$
62,232


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On April 15, 2018, the U.S. Department of Commerce imposed a seven-year denial of export privileges that restricts sales to ZTE Kangxun Telecom Co. Ltd., or ZTE, the Company’s largest customer. As a result, the Company recorded inventory write-offs of $3.9 million in the three months ended March 31, 2018 related to finished goods inventory that had either been designed specifically for ZTE, or had been intended for consumption by ZTE and is now excess inventory due to the Company’s current suspension of sales to ZTE or ZTE’s future demand for product.
6. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following as of March 31, 2018 and December 31, 2017 (in thousands):
 
March 31, 2018
 
December 31, 2017
Engineering laboratory equipment
$
42,763

 
$
39,433

Computer software
2,565

 
2,281

Computer equipment
4,636

 
4,380

Furniture and fixtures
3,201

 
3,041

Leasehold improvements
3,015

 
2,282

Construction in progress
5,345

 
4,591

Total property and equipment
61,525

 
56,008

Less: Accumulated depreciation
(31,099
)
 
(27,833
)
Property and equipment, net
$
30,426

 
$
28,175

Depreciation expense was $3.3 million and $2.9 million for the three months ended March 31, 2018 and 2017, respectively.
7. ACCRUED LIABILITIES
Accrued liabilities consisted of the following as of March 31, 2018 and December 31, 2017 (in thousands):
 
March 31, 2018
 
December 31, 2017
Employee-related liabilities
$
8,095

 
$
5,233

Outsourced foundry services
1,345

 
95

Goods and services received not invoiced
8,815

 
12,827

Accrued manufacturing related expenses
7,648

 
4,007

Warranty reserve
7,418

 
8,306

Other accrued liabilities
9,461

 
6,766

Accrued liabilities
$
42,782

 
$
37,234

Due to the denial order against ZTE discussed in Note 5, the Company recorded $3.2 million of accrued manufacturing reserves as of March 31, 2018 related to non-cancellable commitments to purchase inventory that was either designed specifically for ZTE, or had been intended for consumption by ZTE and is now excess inventory due to the Company’s current suspension of sales to ZTE or ZTE’s future demand for product.
Certain prior period amounts have been reclassified to conform to the current period presentation. Specifically, as of December 31, 2017$0.4 million of accrued income taxes have now been reclassified to be included within “Other accrued liabilities” in conformity with the current period presentation.
8. FAIR VALUE MEASUREMENT
The Company measures certain financial assets and liabilities at fair value. Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:
Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.

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Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3—Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company’s cash equivalents consist of money market funds, repurchase agreements, U.S. government agency debt securities, certificates of deposit and asset-backed securities with an original maturity of three months or less. The Company’s investments in money market funds, repurchase agreements, U.S. government agency debt securities, commercial paper, certificates of deposit, asset-backed securities and corporate debt securities, which are classified as Level 2 within the fair value hierarchy, were initially valued at the transaction price and subsequently valued at each reporting date utilizing market-observable data. The market-observable data included reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates and other industry and economic events.
The fair value of these assets measured on a recurring basis was determined using the following inputs as of March 31, 2018 and December 31, 2017 (in thousands):
 
March 31, 2018
 
Quoted Prices in Active Markets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Total Fair Value
Assets:
 

 
 

 
 

 
 

Money market funds
$

 
$
8,907

 
$

 
$
8,907

Repurchase agreements

 
13,700

 

 
13,700

U.S. treasury bonds

 
31,247

 

 
31,247

Commercial paper

 
49,112

 

 
49,112

Certificates of deposit

 
49,423

 

 
49,423

Asset-backed securities

 
40,746

 

 
40,746

Corporate debt securities

 
121,540

 

 
121,540

Total
$

 
$
314,675

 
$

 
$
314,675

  
 
December 31, 2017
 
Quoted Prices in Active Markets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Total Fair Value
Assets:
 

 
 

 
 

 
 

Money market funds
$

 
$
11,070

 
$

 
$
11,070

Repurchase agreements

 
12,500

 

 
12,500

U.S. treasury bonds

 
26,236

 

 
26,236

Commercial paper

 
60,614

 

 
60,614

Certificates of deposit

 
34,966

 

 
34,966

Asset-backed securities

 
33,322

 

 
33,322

Corporate debt securities

 
142,679

 

 
142,679

Total
$

 
$
321,387

 
$

 
$
321,387

There were no transfers between fair value measurement levels during the three months ended March 31, 2018 or 2017. For certain other financial instruments, including accounts receivable, accounts payable and other current liabilities, the carrying amounts approximate their fair value due to the relatively short maturity of these balances.

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9. STOCK COMPENSATION PLANS
The following table summarizes the classification of stock-based compensation in the condensed consolidated statements of operations for the three months ended March 31, 2018 and 2017 (in thousands):
 
Three Months Ended March 31,
 
2018
 
2017
Cost of revenue
$
521

 
$
442

Research and development
3,788

 
2,992

Sales, general and administrative
2,229

 
1,198

Total stock-based compensation
$
6,538

 
$
4,632

The following table summarizes stock-based compensation expense by award type for the three months ended March 31, 2018 and 2017 (in thousands):
 
Three Months Ended March 31,
 
2018
 
2017
Stock options
$
601

 
$
666

Restricted stock units
5,595

 
3,686

Employee stock purchase plan
298

 
251

Other awards
44

 
29

Total stock-based compensation
$
6,538

 
$
4,632

Stock Options
A summary of stock option activity under the Company’s equity incentive plans for the three months ended March 31, 2018 is as follows:
 
Number of Options
(in thousands)
 
Weighted-Average Exercise Price
 
Weighted-Average Remaining Contractual Term
(in years)
 
Aggregate Intrinsic Value
(in thousands)
Outstanding at December 31, 2017
1,634

 
$
8.34

 
6.6
 
$
47,356

Granted

 
$

 
 
 
 

Exercised
(220
)
 
$
4.40

 
 
 
$
7,660

Cancelled
(25
)
 
$
11.95

 
 
 
 

Outstanding at March 31, 2018
1,389

 
$
8.90

 
6.4
 
$
42,655

Vested at:
 

 
 

 
 
 
 

March 31, 2018
1,389

 
$
8.90

 
6.4
 
$
42,655

December 31, 2017
1,634

 
$
8.34

 
6.6
 
$
47,356

Exercisable at:
 

 
 

 
 
 
 

March 31, 2018
808

 
$
5.91

 
5.8
 
$
26,919

December 31, 2017
907

 
$
5.28

 
5.9
 
$
28,634

As of March 31, 2018 and December 31, 2017, there was $4.1 million and $4.8 million, respectively, of unrecognized compensation cost related to unvested common stock options which is expected to be recognized over weighted-average periods of 1.9 years and 2.2 years, respectively.
No stock option awards were issued by the Company during the three months ended March 31, 2018 or 2017.
Restricted Stock Units
During the three months ended March 31, 2018, the Company granted approximately 497,000 restricted stock units (“RSUs”) to employees and executives under the 2016 Equity Incentive Plan that vest upon the satisfaction of a service condition, generally over four years. The cost of any RSUs with only a service condition is determined using the fair value of the Company’s common stock on the date of grant, and compensation is recognized on a straight-line basis over the requisite vesting period.

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Table of Contents

During the three months ended March 31, 2018, the Company granted awards covering up to a maximum of 90,808 performance-based RSUs to executive officers that include a market condition in addition to a service condition (“performance-based RSUs” or “PRSUs”). Each PRSU represents the right to receive one share of the Company’s common stock when and if the applicable vesting conditions are satisfied. The PRSUs are subject to performance-based vesting. The number of PRSUs that vest is measured based on the level of achievement of a performance objective over a three-year period (the “Performance Period”) running from January 1, 2018 through December 31, 2020, as determined and certified by the Compensation Committee of the Board of Directors following the end of the Performance Period. The level of achievement will be determined based on the Company’s percentile achievement of relative total shareholder returns against an external comparator group during the Performance Period (the “Relative TSR Objective”). Vesting of the PRSUs is also subject to the applicable officer’s continued provision of services to the Company through the vesting date, except in the case of death or disability where vesting will be pro rated for time worked during the Performance Period. No PRSUs will vest unless a threshold level of achievement of the Relative TSR Objective is achieved. 
The Company estimated the fair value of the PRSUs using a Monte Carlo valuation model on the date of grant, using the following assumptions:
Risk-free interest rate
2.3%
Expected dividend yield
None
Expected volatility
51.4%
Expected term (in years)
2.9
Grant date fair value of underlying shares
$39.02
As soon as practicable following each vesting date of RSUs, including PRSUs, the Company will issue to the holder of the RSUs the number of shares of common stock equal to the aggregate number of RSUs that have vested. Notwithstanding the foregoing, the Company may, in its sole discretion, in lieu of issuing shares of common stock to the holder of the RSUs, pay the holder an amount in cash equal to the fair market value of such shares of common stock. To date, the Company has not settled any vested RSUs with cash.
A summary of the changes in the Company’s RSUs during the three months ended March 31, 2018 is as follows:
 
RSUs
(in thousands)
 
Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2017
2,288

 
$
36.08

Granted
588

 
$
43.20

Vested
(214
)
 
$
34.69

Cancelled
(11
)
 
$
25.92

Outstanding at March 31, 2018
2,651

 
$
37.81

The granted amount includes the 90,808 PRSUs which is the maximum number that were granted to executives during the three months ended March 31, 2018.  
As of March 31, 2018 and December 31, 2017, there was $64.8 million and $47.8 million, respectively, of total unrecognized compensation cost related to unvested RSUs which is expected to be recognized over weighted-average periods of 3.1 years and 2.9 years, respectively.
10. NET (LOSS) INCOME PER SHARE
The following table sets forth the computation of the Company’s basic and diluted net (loss) income per share (in thousands, except per share amounts):

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Table of Contents

 
Three Months Ended March 31,
 
2018
 
2017
Numerator:
 

 
 

Net (loss) income
$
(9,078
)
 
$
35,709

Denominator:
 

 
 

Weighted-average shares used to compute net (loss) income per share - basic
39,836

 
38,308

Dilutive effect of stock options, unvested restricted stock and restricted stock units and employee stock purchase plan

 
3,346

Weighted-average shares used to compute net (loss) income per share - diluted
39,836

 
41,654

Net (loss) income per share
 

 
 

Basic
$
(0.23
)
 
$
0.93

Diluted
$
(0.23
)
 
$
0.86

The following common stock equivalents (in thousands) were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive:
 
Three Months Ended March 31,
 
2018
 
2017
Options to purchase common stock
1,218

 
49

Unvested restricted stock units and awards
1,445

 
152

Employee stock purchase plan
3

 

As discussed further in Note 9, in February 2018, the Company granted a maximum of 90,808 PRSUs to executives that include a market condition and service conditions. An estimate of the number of shares contingently issuable based on average market prices through March 31, 2018 has been included in the antidilutive table above.
11. COMMITMENTS AND CONTINGENCIES
Leases
The Company’s principal facilities are located in Maynard, Massachusetts and Holmdel, New Jersey and are leased by the Company under non-cancelable operating leases that expire in February 2025, with respect to the Massachusetts facility, and January 2022, with respect to the New Jersey facility. The Company also leases office space in various locations with expiration dates between 2018 and 2021. Several of the lease agreements include leasehold improvement incentives, escalating lease payments, renewal provisions and other provisions which require the Company to pay taxes, insurance and maintenance costs. All of the Company’s facility leases are accounted for as operating leases. Rent expense is recorded over each respective lease term on a straight-line basis. Rent expense was $1.2 million and $1.5 million for the three months ended March 31, 2018 and 2017, respectively.
Future minimum lease payments due under these non-cancelable lease agreements as of March 31, 2018, are as follows (in thousands):
 
Amounts
Remaining 2018
$
2,481

2019
3,311

2020
3,339

2021
3,235

2022
2,415

Thereafter
5,393

Total
$
20,174


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Table of Contents

Warranties
The Company’s standard warranty obligation to its customers provides for repair or replacement of a defective product at the Company’s discretion for a period of time following purchase, generally between 12 and 24 months. Factors that affect the warranty obligation include product failure rates, material usage and service delivery costs incurred in correcting product failures. In addition, from time to time, specific warranty accruals may be made if unforeseen technical problems arise. The estimated cost associated with fulfilling the Company’s warranty obligation to customers is recorded in cost of revenue.
In May 2017, the Company announced a quality issue at one of its three contract manufacturers (the “Quality Issue”) that affected a portion of the units manufactured by the contract manufacturer over an approximate four month period, which is estimated at approximately 1,300 AC400 units and 5,100 CFP units under warranty. Based on the ongoing evaluation of such units, the Company established reserves to cover anticipated costs, including cost estimates for product repairs, rework of component inventory with the contract manufacturer and rescreening costs associated with this Quality Issue. These costs are estimated based on the results of testing performed to date, which is ongoing, in addition to yield, fall-out rates and component part recovery cost estimates based on the Company’s historical experience. The Company’s estimates of the Quality Issue costs are subject to further change as customers continue to return potentially impacted units and final testing is performed.
Changes in the Company’s warranty liability, which is included as a component of accrued liabilities on the condensed consolidated balance sheets, are set forth in the table below (in thousands):
 
Three Months Ended March 31,
 
2018
 
2017
Warranty reserve, beginning of period
$
8,306

 
$
2,158

Provisions made to warranty reserve during the period
3,463

 
1,138

Charges against warranty reserve during the period
(4,351
)
 
(1,183
)
Warranty reserve, end of period
$
7,418

 
$
2,113

Legal Contingencies
On January 21, 2016, ViaSat, Inc. filed a suit against the Company alleging, among other things, breach of contract, breach of the implied covenant of good faith and fair dealing and misappropriation of trade secrets. On February 19, 2016, the Company responded to ViaSat’s suit and alleged counterclaims against ViaSat including, among other things, patent misappropriation, breach of contract, breach of the implied covenant of good faith and fair dealing, misappropriation of trade secrets and unfair competition, which ViaSat denied in its response filed March 16, 2016. The Company is continuing to evaluate ViaSat’s claims, but based on the information available to the Company today, the Company currently believes that this suit will not have a material adverse effect on the Company’s business or its consolidated financial position, results of operations or cash flows. On July 28, 2017, the Company filed a suit against ViaSat asserting commercial disparagement, libel, slander of title, unfair competition, intentional interference with advantageous relations and intentional interference with contractual relations. Both lawsuits are still pending, and discovery is closed in the 2016 action filed by ViaSat and ongoing in the 2017 action.
In August and September 2017, three purported securities class action complaints were filed in the United States District Court for the District of Massachusetts against the Company and certain of its executive officers (Murugesan Shanmugaraj and John Gavin). The complaints are captioned Tharp v. Acacia Communications, Inc., et al., Case No. 1:17-cv-11504 (D. Mass.), filed August 14, 2017; Zhang v. Acacia Communications, Inc., et al., Case No. 1:17-cv-11518 (D. Mass.), filed August 16, 2017; and Kebler v. Acacia Communications, Inc., et al., Case No. 1:17-cv-11695 (D. Mass.), filed September 7, 2017. Each complaint purports to be brought on behalf of an alleged class of those who purchased the Company’s securities between August 11, 2016 and July 13, 2017, and alleges that the defendants violated Sections 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making allegedly false and/or misleading statements regarding, among other matters, demand for the Company’s products, the Company’s financial guidance, and/or the Company’s quality control process as it relates to the Quality Issue. Each complaint seeks, among other relief, unspecified compensatory damages, attorneys’ fees, and costs.

17

Table of Contents

On October 13, 2017, a fourth purported securities class action complaint was filed in the United States District Court for the District of Massachusetts against the Company, certain of its directors and executive officers (Murugesan Shanmugaraj, John Gavin, Francis Murphy, Eric Swanson, Peter Chung, Benny Mikkelsen, Stan Reiss, John Ritchie, Vincent Roche, Mehrdad Givehchi, John LoMedico, Bhupendra Shah and Christian Rasmussen), certain persons or entities that sold the Company’s common stock in the Company’s October 2016 follow-on public offering, and the underwriters of such offering, captioned Rollhaus v. Acacia Communications, Inc., et al., Case No. 17-cv-11988 (D. Mass). The complaint purports to be brought on behalf of an alleged class of those who purchased the Company’s common stock pursuant to or traceable to the follow-on offering, and alleges that the defendants violated Sections 11, 12(a)(2) and/or 15 of the Securities Act of 1933 by making allegedly false and/or misleading statements regarding, among other matters, demand for the Company’s products, the Company’s financial guidance, and/or the Company’s quality control process as it relates to the Quality Issue. The complaint seeks, among other relief, unspecified compensatory damages, rescission, attorneys’ fees, and costs.
On November 7, 2017, the court consolidated these four securities class actions (under docket number 1:17-cv-11504). On November 9, 2017, the court appointed lead plaintiffs for the consolidated action. Lead plaintiffs filed a consolidated amended class action complaint on January 8, 2018. The amended complaint makes allegations similar to those in the original four complaints, against the same defendants, and alleges that some or all of the defendants violated Sections 11, 12(a)(2) and/or 15 of the Securities Act of 1933 and Sections 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. All defendants filed motions to dismiss the consolidated amended complaint on February 9, 2018. The court held a hearing on the motions to dismiss on March 29, 2018, afforded the plaintiffs an additional 30 days to file a motion for leave to file a further amended complaint, and took the motions to dismiss under advisement. On April 30, 2018, plaintiffs filed a motion for leave to amend the complaint. The proposed amended complaint makes allegations similar to those in the consolidated amended complaint, asserts claims against the Company, certain of its directors and executive officers (Murugesan Shanmugaraj, John Gavin, Francis Murphy, Eric Swanson, Peter Chung, Benny Mikkelsen, Stan Reiss, John Ritchie and Vincent Roche), certain entities that sold the Company’s common stock in its October 2016 follow-on public offering, and the underwriters of such offering, and alleges that some or all of the defendants violated Sections 11, 12(a)(2) and/or 15 of the Securities Act of 1933 and Sections 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Defendants’ responses to plaintiffs’ motion for leave to amend are due on May 14, 2018.
In November and December 2017, three purported shareholder derivative lawsuits were filed in the United States District Court for the District of Massachusetts against certain of the Company’s directors and executive officers (Murugesan Shanmugaraj, John Gavin, Francis Murphy, Eric Swanson, Peter Chung, Benny Mikkelsen, Stan Reiss, John Ritchie, Vincent Roche, Mehrdad Givehchi, Bhupendra Shah and Christian Rasmussen) and the Company as a nominal defendant. A fourth purported shareholder derivative lawsuit was filed against the same defendants in the same court on March 13, 2018. The complaints are captioned Colgan v. Shanmugaraj et al., Case No. 1:17-cv-12350 (D. Mass.), filed November 29, 2017; Wong v. Shanmugaraj et al., Case No. 1:17-cv-12550 (D. Mass.), filed December 22, 2017; Dennis v. Shanmugaraj et al., Case No. 1:17-cv-12571 (D. Mass.), filed December 28, 2017; and Farah-Franco et al. v. Shanmugaraj et al., Case No. 1:18-cv-10465 (D. Mass), filed March 13, 2018. The court has consolidated these complaints with the class actions (under docket number 1:17-cv-11504). Each complaint generally alleges that the individual defendants breached fiduciary duties owed to the Company by making or causing the Company to make allegedly false and/or misleading statements regarding, among other matters, demand for the Company’s products, the Company’s financial guidance, and/or the Company’s quality control process as it relates to the Quality Issue. The complaints also allege that certain individual defendants caused the Company to issue an allegedly false and/or misleading proxy statement on or about April 6, 2017 regarding, among other matters, the reelection of certain directors. The complaints purport to assert derivative claims for violation of Sections 14(a) and 29(b) of the Securities Exchange Act of 1934, breach of fiduciary duty, waste of corporate assets, unjust enrichment, abuse of control and/or gross mismanagement, and seek to recover on behalf of the Company for any liability it incurs as a result of the individual defendants’ alleged misconduct. The complaints seek declaratory, equitable and monetary relief, restitution, and attorneys’ fees and costs. The plaintiffs in these actions have filed motions for appointment of lead plaintiff and/or lead counsel. On April 20, 2018, the plaintiffs submitted a stipulation (subject to court approval) regarding the appointment of lead plaintiffs and lead counsel and proposing a schedule for the submission of a consolidated amended complaint and defendants’ response thereto.
On April 9, 2018, a purported shareholder filed a complaint against the Company in the Court of Chancery of the State of Delaware seeking to inspect certain books and records of the Company pursuant to 8 Del. C. §220. The complaint is captioned Silberberg v. Acacia Communications, Inc., Case No. 2018-0262-TMR (Del. Ch.). The plaintiff seeks production of documents regarding, among other matters, demand for the Company’s products, its financial guidance, its quality control process as it relates to the Quality Issue, and the Company’s October 2016 follow-on public offering. The plaintiff filed a motion for expedited proceedings, and the parties reached agreement on a case schedule. The Company filed its answer on April 27, 2018. The plaintiff filed his motion for judgment on the pleadings on May 1, 2018, the Company’s cross-motion for judgment on the pleadings and opposition is due May 11, 2018, and any reply is due May 16, 2018. The Court will hold a telephonic hearing on these motions on May 29, 2018.

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The Company intends to engage in a vigorous defense of the litigation described above. However, the Company is unable to predict the ultimate outcome of these proceedings, and, therefore cannot estimate possible losses or ranges of losses, if any, or the materiality of any such losses. An unfavorable resolution of these matters in any reporting period may have a material adverse effect on the Company’s results of operations and cash flows for that period. In addition, the timing of the final resolution of these proceedings is uncertain. The Company will incur litigation and other expenses as a result of these proceedings, which could have a material impact on the Company’s business, consolidated financial position, results of operations and cash flows.
In addition, from time to time the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on the Company’s business or on its consolidated financial position, results of operations or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.
Indemnification
In the ordinary course of business, the Company enters into various agreements containing standard indemnification provisions. The Company’s indemnification obligations under such provisions are typically in effect from the date of execution of the applicable agreement through the end of the applicable statute of limitations. During the three months ended March 31, 2018 and 2017, the Company did not experience any losses related to these indemnification obligations. The Company does not expect significant claims related to these indemnification obligations, and consequently, has concluded that the fair value of these obligations is not material. Accordingly, as of March 31, 2018 and December 31, 2017, no amounts have been accrued related to such indemnification provisions.
12. INCOME TAXES
The U.S. Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. Among other changes, this legislation: (1) reduces the U.S. federal corporate tax rate from 35% to 21%; (2) requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax-deferred; (3) creates new taxes on certain foreign sourced earnings; (4) provides a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (5) includes a new provision designed to currently tax certain global intangible low-taxed income (“GILTI”) of controlled foreign corporations, which allows for the possibility of using foreign tax credits (“FTCs”) and a deduction of up to 50 percent to reduce this income tax liability (subject to some limitations); (6) provides limitations on the use of FTCs to reduce the U.S. income tax liability from GILTI; and (7) provides limitations on net operating losses generated in the taxable years beginning after December 31, 2017, to 80 percent of taxable income. Accounting Standard Codification (“ASC”) 740 requires filers to record the effect of tax law changes in the period enacted. However, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), that permits filers to record provisional amounts during a measurement period ending no later than one year from the date of the Act’s enactment.
As of March 31, 2018, the Company has not completed the accounting for the tax effects of enactment of this legislation; however, the Company has made a reasonable estimate of the effects on its existing deferred tax balances, the one-time transition tax and provisional state taxes on future repatriations. For the items for which the Company was able to determine a reasonable estimate, the Company recognized a provisional amount of $31.4 million under SAB 118 as a component of income tax expense in the year ended December 31, 2017.
The Company is subject to income tax in the United States as well as other tax jurisdictions in which it conducts business. Earnings from non-U.S. activities are subject to local country income tax. As a result of the “deemed distributions” under the Act, the impact of GILTI on the Company’s future foreign earnings and lack of certain foreign governments’ withholding tax imposed on dividends, the Company no longer takes the position that its foreign earnings are permanently reinvested except for limited cases where foreign earnings are required to meet working capital needs.
The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual tax rate changes, the Company makes a cumulative adjustment in that quarter. The Company’s quarterly tax provision, and its quarterly estimate of its annual effective tax rate, are subject to significant volatility due to several factors, including the Company’s ability to accurately predict its pre-tax income and loss in multiple jurisdictions, as well as the portions of stock-based compensation that will either not generate tax benefits or the tax benefit is unpredictable and reflected when realized by employees.

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For the three months ended March 31, 2018, the Company recorded a benefit from income taxes of $4.3 million as compared to $5.4 million for the three months ended March 31, 2017, resulting in an effective tax rate of 32.1% and (17.9)% for the three months ended March 31, 2018 and 2017, respectively. The benefit from income taxes recorded in the three months ended March 31, 2018 is primarily a result of the recognition of excess tax benefits from the taxable compensation on share-based awards recognized in the three months ended March 31, 2018 and federal and state research and development credits. The benefit from income taxes recorded in the three months ended March 31, 2017 was primarily a result of the recognition of excess tax benefits from the taxable compensation on share-based awards recognized in the three months ended March 31, 2017 and the favorable effect of foreign statutory tax rates applicable to income earned outside the United States under the Company’s corporate structure. The Company’s historical (benefit) provision for income taxes is not necessarily reflective of its future results of operations.    
As of March 31, 2018 and December 31, 2017, the Company identified $4.8 million and $4.5 million, respectively, of gross uncertain tax positions. Included in those balances as of March 31, 2018 and December 31, 2017 are $2.4 million and $2.3 million, respectively, of tax benefits that, if recognized, would impact the effective tax rate. These have been accrued for as long-term liabilities on the Company’s condensed consolidated balance sheets. The Company’s existing tax positions will continue to generate an increase in unrecognized tax benefits in subsequent periods. The Company’s policy is to record interest and penalties related to unrecognized tax benefits as income tax expense. During the three months ended March 31, 2018 and 2017, the amounts recorded related to the accrual of interest and penalties were immaterial in each period.  
13. SEGMENT INFORMATION AND GEOGRAPHIC DATA
The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s president and chief executive officer, in deciding how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. Since the Company operates in one operating segment, all required financial segment information can be found in the condensed consolidated financial statements.
Revenue by geographic region, based on ship-to destinations, which in certain instances may be the location of a contract manufacturer rather than the Company’s end customer, was as follows (in thousands):
 
Three Months Ended March 31,
 
2018
 
2017
United States
$
9,427

 
$
12,414

China
22,083

 
56,982

Germany
19,746

 
12,966

Thailand
7,119

 
11,604

Other
14,566

 
20,701

Total revenue
$
72,941

 
$
114,667

Total long-lived assets by geographic region consisted of the following as of March 31, 2018 and December 31, 2017 (in thousands):
 
March 31, 2018
 
December 31, 2017
United States
$
20,866

 
$
19,065

China
1,204

 
1,165

Thailand
6,271

 
7,065

Other
2,085

 
880

Total long-lived assets
$
30,426

 
$
28,175

14. CONCENTRATIONS OF RISK
Customer Concentration
Customers with revenue equal to or greater than 10% of total revenue for the three months ended March 31, 2018 and 2017 were as follows:

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Three Months Ended March 31,
 
2018
 
2017
A(1)
20
%
 
41
%
B
17
%
 
11
%
C
20
%
 
*

 
*
Less than 10% of revenue in the period indicated
(1)
Customer A is currently subject to U.S. Department of Commerce restrictions that prevent sales to this customer after April 15, 2018. Refer to Note 16 for additional information.
Customers that accounted for equal to or greater than 10% of accounts receivable at March 31, 2018 and December 31, 2017 were as follows:
 
March 31, 2018
 
December 31, 2017
A(1)
24
%
 
15
%
B
*

 
10
%
C
21
%
 
19
%
 
*
Less than 10% of accounts receivable at the date indicated
(1)
Customer A is currently subject to U.S. Department of Commerce restrictions that prevent sales to this customer after April 15, 2018. To date, the Company has concluded that Customer A’s receivable balances as of March 31, 2018 are collectible. The Company will continue to evaluate collectibility of Customer A’s receivable balances. Refer to Note 16 for additional information.
Supplier Concentration
The Company’s most significant vendor spending is related to purchases from contract manufacturers and component suppliers located in Japan, China, Thailand and the United States, from which the Company purchases a substantial portion of its inventory. For the three months ended March 31, 2018 and 2017, total purchases from each of the suppliers were as follows:
 
Three Months Ended March 31,
 
2018
 
2017
W
*

 
40
%
X
22
%
 
*

Y
48
%
 
41
%
Z
*

 
10
%
 
*
Less than 10% of total purchases in the period indicated

The Company also outsources certain engineering projects to vendors located throughout the world. During the three months ended March 31, 2018 the Company incurred 12% of its total research and development costs with Vendor A. During the three months ended March 31, 2017 the Company incurred less than 10% of its total research and development costs with Vendor A.  
15. RELATED PARTIES
One of the members of the Company’s Board of Directors, Vincent Roche, is also the President and Chief Executive Officer and a member of the board of directors of Analog Devices, Inc. (“ADI”). The Company, through its contract manufacturers, periodically purchases supplies from ADI pursuant to purchase orders negotiated on an arm’s length basis between ADI and the Company’s contract manufacturers at prevailing prices. These purchased supplies are used as content in certain of the Company’s manufactured products. During the three months ended March 31, 2018 and 2017, the Company’s contract manufacturers made purchases from ADI of approximately $0.7 million and $1.2 million, respectively.  
In February 2018, the Company entered into a product development agreement with ADI related to the development of integrated circuits for approximately $2.0 million, of which approximately $0.5 million of costs were incurred during the three months ended March 31, 2018.

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One of the members of the Company’s Board of Directors, Peter Y. Chung, is also a member of the board of directors of M/A-COM Technology Solutions, Inc. (“MACOM”). The Company, through its contract manufacturers, periodically purchases supplies from MACOM. These purchased supplies are used as content in certain of the Company’s manufactured products. Based on shipments, the Company’s contract manufacturers made purchases from MACOM of approximately $0.3 million for the three months ended March 31, 2018. The amount of purchases made by the Company from MACOM were immaterial in the three months ended March 31, 2017.
16. SUBSEQUENT EVENTS
ZTE
On April 15, 2018, the U.S. Department of Commerce imposed a seven-year denial of export privileges that restricts sales to ZTE, the Company’s largest customer, which comprised 20% of revenues during the three months ended March 31, 2018. The Company considered this to be a recognized subsequent event that provided additional evidence about conditions that existed as of March 31, 2018. Accordingly, the Company recorded inventory write-offs and reserves of $7.1 million in the three months ended March 31, 2018 related to inventory that had either been designed specifically for ZTE, or had been intended for consumption by ZTE and is now excess inventory due to the Company’s current suspension of sales to ZTE or ZTE’s future demand for product. Further, as of March 31, 2018, ZTE had a receivable balance of $17.6 million, which has been partially paid to date. Additional payments are expected during the three month period ended June 30, 2018, however the Company is continuing to monitor the collectibility of the receivable balance for any changes in facts or circumstances.
Stock Repurchase Program
On April 30, 2018, the Company’s Board of Directors authorized the repurchase of up to $60.0 million of the Company’s common stock. Unless terminated earlier by resolution of the Board of Directors, the stock repurchase program will expire on December 31, 2018. The timing and amount of any shares repurchased will be determined by the Company in its discretion and will depend on a number of factors, including market conditions, applicable legal requirements, the Company’s capital needs and alternative uses of capital, among others. The program does not obligate the Company to acquire any specific number of shares. Under the program, shares may be repurchased in open market and/or privately negotiated transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K filed with the SEC on February 22, 2018. As discussed in the section titled “Special Note Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or if they prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” under Part II, Item 1A below.
Company Overview
Our mission is to deliver high-speed coherent optical interconnect products that transform communications networks, relied upon by cloud infrastructure operators and content and communication service providers, through improvements in performance and capacity and reductions in associated costs. By converting optical interconnect technology to a silicon-based technology, a process we refer to as the siliconization of optical interconnect, we believe we are leading a disruption that is analogous to the computing industry’s integration of multiple functions into a microprocessor. Our products include a family of low-power coherent digital signal processor application-specific integrated circuits, or DSP ASICs, and silicon photonic integrated circuits, or silicon PICs, which we have integrated into families of optical interconnect modules with transmission speeds ranging from 100 to 400 gigabits per second, or Gbps, for use in long-haul, metro and inter-data center markets. We are also developing our AC1200 module that will enable, across dual wavelengths, transmission capacity of 1.2 terabits per second (1,200 Gbps). Our modules perform a majority of the digital signal processing and optical functions in optical interconnects and offer low power consumption, high density and high speeds at attractive price points.
For the three months ended March 31, 2018 and 2017, we generated 72% and 69%, respectively, of our revenue from our five largest customers, the mix of customers varied across each period.  
Results of Operations
The following tables set forth the components of our condensed consolidated statements of operations for each of the periods presented and as a percentage of our revenue for those periods. The period-to-period comparison of operating results is not necessarily indicative of results for future periods.  
 
Three Months Ended March 31,
 
2018
 
2017
 
(in thousands)
Consolidated Statement of Operation Data:
 

 
 

Revenue
$
72,941

 
$
114,667

Cost of revenue(1)
48,870

 
58,367

Gross profit
24,071

 
56,300

Operating expenses:
 
 
 
Research and development(1)
24,445

 
17,728

Sales, general and administrative(1)
14,288

 
8,691

Total operating expenses
38,733

 
26,419

(Loss) income from operations
(14,662
)
 
29,881

Total other income, net
1,283

 
407

(Loss) income before benefit from income taxes
(13,379
)
 
30,288

Benefit from income taxes
(4,301
)
 
(5,421
)
Net (loss) income
$
(9,078
)
 
$
35,709

 
(1)
Stock-based compensation included in the condensed consolidated statements of operations data was as follows (in thousands):

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Table of Contents

 
Three Months Ended March 31,
 
2018
 
2017
 
(in thousands)
Cost of revenue
$
521

 
$
442

Research and development
3,788

 
2,992

Sales, general and administrative
2,229

 
1,198

Total stock-based compensation
$
6,538

 
$
4,632


 
Three Months Ended March 31,
 
2018
 
2017
Revenue
100
 %
 
100
 %
Cost of revenue
67
 %
 
51
 %
Gross profit
33
 %
 
49
 %
Operating expenses:
 
 
 
Research and development
34
 %
 
15
 %
Sales, general and administrative
20
 %
 
8
 %
Total operating expenses
53
 %
 
23
 %
(Loss) income from operations
(20
)%
 
26
 %
Total other income, net
2
 %
 
 %
(Loss) income before benefit from income taxes
(18
)%
 
26
 %
Benefit from income taxes
(6
)%
 
(5
)%
Net (loss) income
(12
)%
 
31
 %
 
Percentages in the table above are based on actual values.  Totals may not sum due to rounding.
Three Months Ended March 31, 2018 Compared to the Three Months Ended March 31, 2017
Revenue
Revenue and the related changes during the three months ended March 31, 2018 and 2017 were as follows:
 
 
Three Months Ended March 31,
 
Change in
 
2018
 
2017
 
$
 
%
 
(dollars in thousands)
Revenue
$
72,941

 
$
114,667

 
$
(41,726
)
 
(36
)%

Revenue decreased by $41.7 million, or 36%, to $72.9 million in the three months ended March 31, 2018 from $114.7 million in the three months ended March 31, 2017. The decrease was primarily due to a $30.4 million decrease in revenue from sales of products within our 100 Gbps product family and a $21.3 million decrease in revenue from sales of products within our 400 Gbps product family, partially offset by a $10.0 million increase in revenue from sales of products within our 200 Gbps product family. We expect the denial order against ZTE issued in April 2018 to continue to have a significant adverse impact on our revenue for the foreseeable future. Refer to the “Subsequent Events” footnote within our condensed consolidated financial statements for discussion of inventory write-offs, reserves related to inventory and collectibility of the outstanding receivable balance with ZTE.
Our product sales based on the geographic region of our customers’ delivery location, which in certain instances may be the location of a contract manufacturer rather than our end customer, are as follows:

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Three Months Ended
 
As a % of
 
Three Months Ended
 
As a % of
 
Change in
 
March 31, 2018
 
Total Revenue
 
March 31, 2017
 
Total Revenue
 
$
 
%
 
(dollars in thousands)
Americas
$
9,725

 
13
%
 
$
13,650

 
12
%
 
$
(3,925
)
 
(29
)%
EMEA
27,644

 
38
%
 
26,107

 
23
%
 
1,537

 
6
 %
APAC
35,572

 
49
%
 
74,910

 
65
%
 
(39,338
)
 
(53
)%
Total revenue
$
72,941

 
100
%
 
$
114,667

 
100
%
 
$
(41,726
)
 
(36
)%
 
Americas
Revenue from product sales to customers with delivery locations in the Americas decreased by $3.9 million, or 29%, to $9.7 million in the three months ended March 31, 2018 from $13.7 million in the three months ended March 31, 2017. The decrease was primarily due to a $2.9 million decrease in sales of products within our 100 Gbps product family.
Europe, the Middle East and Africa
Revenue from product sales to customers with delivery locations in Europe, the Middle East and Africa, or EMEA, increased by $1.5 million, or 6%, to $27.6 million in the three months ended March 31, 2018 from $26.1 million in the three months ended March 31, 2017. The increase was primarily due to a $3.5 million increase in sales of products in our 200 Gbps product family, partially offset by a $1.8 million decrease in sales of products in our 100 Gbps product family.   
Asia Pacific
Revenue from product sales to customers with delivery locations in the Asia Pacific region, or APAC, decreased by $39.3 million, or 53%, to $35.6 million in the three months ended March 31, 2018 from $74.9 million in the three months ended March 31, 2017. The decrease was primarily due to a $25.8 million decrease in sales of products within our 100 Gbps product family and a $19.0 million decrease in sales of products within our 400 Gbps product family, partially offset by a $5.5 million increase in sales of products within our 200 Gbps product family.
Cost of Revenue and Gross Profit

 
Three Months Ended March 31,
 
Change in
 
2018
 
2017
 
$
 
%
 
(dollars in thousands)
Cost of revenue
$
48,870

 
$
58,367

 
$
(9,497
)
 
(16
)%
Gross profit percentage
33.0
%
 
49.1
%
 
 

 
 


Cost of revenue decreased $9.5 million, or 16%, to $48.9 million in the three months ended March 31, 2018 from $58.4 million in the three months ended March 31, 2017. The decrease was mainly due to decreased sales volume, partially offset by inventory write-offs and reserves attributable to the denial order against ZTE of $7.1 million in the three months ended March 31, 2018. These write-offs and reserves are driven by inventory designed specifically for ZTE and previously intended for consumption by ZTE that is now excess inventory due to our current suspension of sales to ZTE or ZTE’s future demand for product.
Our gross profit percentage decreased to 33.0% in the three months ended March 31, 2018 compared to 49.1% in the three months ended March 31, 2017. The decrease in gross profit percentage was mainly due to the ZTE write-offs and reserves in addition to the impact of fixed costs relative to the current period revenue volume and an increase in current period warranty charges.

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Table of Contents

Research and Development

 
Three Months Ended March 31,
 
Change in
 
2018
 
2017
 
$
 
%
 
(dollars in thousands)
Research and development
$
24,445

 
$
17,728

 
$
6,717

 
38
%
 
Research and development expense increased $6.7 million, or 38%, to $24.4 million in the three months ended March 31, 2018 from $17.7 million in the three months ended March 31, 2017, primarily due to a $4.1 million increase related to the timing of milestone payments associated with a DSP ASIC development program for outsourced development costs and a $2.6 million increase in personnel-related and other costs.
Sales, General and Administrative
 
 
Three Months Ended March 31,
 
Change in
 
2018
 
2017
 
$
 
%
 
(dollars in thousands)
Sales, general and administrative
$
14,288

 
$
8,691

 
$
5,597

 
64
%
 
Sales, general and administrative expenses increased $5.6 million, or 64%, to $14.3 million in the three months ended March 31, 2018 from $8.7 million in the three months ended March 31, 2017, primarily due to a $4.1 million increase in professional services expense. This increase was primarily attributable to increased legal expenses, including costs incurred in connection with the pending purported securities class action and shareholder derivative lawsuits.
Other Income, Net
 
 
Three Months Ended March 31,
 
Change in
 
2018
 
2017
 
$
 
%
 
(dollars in thousands)
Total other income, net
$
1,283

 
$
407

 
$
876

 
215
%
 
Total other income, net, was $1.3 million during the three months ended March 31, 2018, as compared to $0.4 million during the three months ended March 31, 2017, mainly due to an increase in interest income from marketable securities.  
Benefit from Income Taxes

 
Three Months Ended March 31,
 
Change in
 
2018
 
2017
 
$
 
%
 
(dollars in thousands)
Benefit from income taxes
$
(4,301
)
 
$
(5,421
)
 
$
1,120

 
(21
)%
Effective tax rate
32
%
 
(18
)%
 
 

 
50
 %
 
The benefit from income taxes for the three months ended March 31, 2018 was $4.3 million compared to $5.4 million for the three months ended March 31, 2017. The benefit from income taxes recorded in the three months ended March 31, 2018 is primarily a result of the recognition of excess tax benefits from the taxable compensation on share-based awards recognized in the three months ended March 31, 2018 and federal and state research and development credits. The benefit from income taxes recorded in the three months ended March 31, 2017 was primarily a result of the recognition of excess tax benefits from the taxable compensation on share-based awards recognized in the three months ended March 31, 2017 and the favorable effect of foreign statutory tax rates applicable to income earned outside the United States under the Company’s corporate structure. 

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Liquidity and Capital Resources
 
Three Months Ended March 31,
 
2018
 
2017
 
(in thousands)
Cash and cash equivalents
$
85,135

 
$
139,641

Marketable securities
282,371

 
181,644

Working capital
380,408

 
367,112

Net cash provided by operating activities
9,060

 
14,860

Net cash provided by (used in) investing activities
7,612

 
(83,360
)
Net cash provided by financing activities
968

 
695

 
We have historically funded our operating and capital expenditures primarily through cash generated from operations, as well as our initial public offering, or IPO, and follow-on offering completed in 2016. As of March 31, 2018, we had cash and cash equivalents totaling $85.1 million, marketable securities of $282.4 million and accounts receivable of $74.8 million.   
We believe our existing cash balances and anticipated cash flow from future operations will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months and the foreseeable future. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending on research and development efforts and other business initiatives, purchases of capital equipment to support our growth, the expansion of sales and marketing activities, any expansion of our business through acquisitions of or investments in complementary products, technologies or businesses, the use of working capital to purchase additional inventory, the timing of new product introductions, market acceptance of our products and overall economic conditions. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. In the event additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.
On April 30, 2018, our Board of Directors authorized a stock repurchase program for the repurchase of up to $60.0 million of our common stock that will expire on December 31, 2018.
Operating Activities
Net cash provided by operating activities consists primarily of net (loss) income adjusted for certain non-cash items, including depreciation expense, stock-based compensation expense, deferred income taxes and other non-cash charges, net, as well as the effect of changes in working capital.
Net cash provided by operating activities was $9.1 million in the three months ended March 31, 2018 as compared to $14.9 million in the three months ended March 31, 2017. The decrease of $5.8 million was primarily due to a $44.8 million decrease in net income partially offset by a $38.5 million increase in cash related to changes in operating assets and liabilities and a $0.5 million increase in non-cash expense items primarily consisting of depreciation, stock-based compensation and deferred income taxes. Changes in cash flows related to operating assets and liabilities primarily consisted of a $18.6 million increase in cash due to the timing of accounts receivable collections in the three months ended March 31, 2018, an $8.6 million increase in cash due to the timing of our prepaid expenses and other assets, a $7.1 million increase in cash due to a decreased inventory balance as compared to December 31, 2017, and a $3.1 million increase in cash due to the timing of our deferred revenue.
Investing Activities
Our investing activities have consisted primarily of purchases, sales and maturities of marketable securities and purchases of lab and computer equipment and software to support the development of new products and increase our manufacturing capacity to meet customer demand for existing products. In addition, our investing activities include expansion of, and improvements to, our leased facilities. We expect that we will continue to invest in these areas in line with growth in product demand.
Net cash provided by investing activities in the three months ended March 31, 2018 was $7.6 million, as compared to net cash used in investing activities of $83.4 million in the three months ended March 31, 2017. This change was primarily

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attributable to a $92.0 million decrease in net purchases of marketable securities during the three months ended March 31, 2018, partially offset by a $1.1 million increase in property and equipment purchases.
Financing Activities
Our financing activities have consisted primarily of proceeds received from the completion of our IPO and follow-on offering, net of issuance costs, and proceeds from the issuance of common stock under our stock-based compensation plans.
Net cash provided by financing activities during the three months ended March 31, 2018 was $1.0 million, as compared to $0.7 million during the three months ended March 31, 2017. The increase is mainly attributable to an increase in proceeds from the issuance of common stock under our stock-based compensation plans.
Contractual Obligations and Commitments
Our principal commitments consist of operating lease payments for our facilities and purchase obligations. The following table summarizes these contractual obligations at March 31, 2018. Future events could cause actual payments to differ from these estimates.
 
Payments due by period
 
Total
 
Less than 1 Year
 
1-3 Years
 
3-5 Years
 
More Than 
5 Years
 
(in thousands)
Operating leases (1)
$
20,174

 
$
2,481

 
$
6,650

 
$
5,650

 
$
5,393

Purchase obligations (2)
56,180

 
56,180

 

 

 

Income taxes payable (3)
19,205

 

 
1,827

 
3,656

 
13,722

Unrecognized tax benefits (4)
2,394

 

 

 

 

Total
$
97,953

 
$
58,661

 
$
8,477

 
$
9,306

 
$
19,115

 
(1)
Our principal facilities are located in Maynard, Massachusetts and Holmdel, New Jersey and are leased under non-cancelable operating leases that expire in February 2025, with respect to the Massachusetts facility, and January 2022, with respect to the New Jersey facility. We also lease office space in various locations with expiration dates between 2018 and 2021. Several of the lease agreements include leasehold improvement incentives, escalating lease payments, renewal provisions and other provisions which require us to pay taxes, insurance, maintenance costs or defined rent increases. All of our facility leases are accounted for as operating leases. Rent expense is recorded over the lease terms on a straight-line basis. Rent expense for the three months ended March 31, 2018 and 2017 was $1.2 million and $1.5 million, respectively.

Future minimum lease payments due under these non-cancelable lease agreements as of March 31, 2018 are as follows (in thousands): 
 
Amounts
Remaining 2018
$
2,481

2019
3,311

2020
3,339

2021
3,235

2022
2,415

Thereafter
5,393

Total
$
20,174

 

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

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(3)
Income taxes payable relates to taxes owed as a result of the one-time transition tax on earnings of certain foreign subsidiaries that were previously tax-deferred upon enactment of the U.S. Tax Cuts and Jobs Act, or the Act, in December 2017. The Act allows the tax liability to be paid on an installment basis over eight years.
(4)
We had $4.8 million of uncertain tax positions as of March 31, 2018. Included in the balance of unrecognized tax benefits as of March 31, 2018 were $2.4 million of tax benefits that, if recognized, would impact the effective tax rate, which have been accrued for as a long-term liability on our condensed consolidated balance sheet.
Off-Balance Sheet Arrangements
As of March 31, 2018, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, such as the use of unconsolidated subsidiaries, structured finance, special purpose entities or variable interest entities.
Recently Issued Accounting Pronouncements
Refer to the “Basis of Presentation and Summary of Significant Accounting Policies” footnote within our condensed consolidated financial statements for analysis of recent accounting pronouncements that are applicable to our business.
Critical Accounting Policies and Estimates
We prepare our condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States. The preparation of condensed consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management.
There have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Our exposure to changes in interest rates relates primarily to interest earned on and the market value of our cash, cash equivalents and marketable securities. Our cash, cash equivalents and marketable securities consist of bank deposit accounts, money market funds, repurchase agreements, U.S. government agency debt securities, commercial paper, certificates of deposit, asset-backed securities and corporate debt securities. Our securities with fixed interest rates may have their market value adversely impacted by a rise in interest rates. As a result, we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. However, because we classify our investments in debt securities as available‑for‑sale, no gains or losses are recognized in the condensed consolidated statements of operation unless such securities are sold prior to maturity or incur an other-than-temporary decline in fair value. A hypothetical 100 basis point increase in interest rates would not have resulted in a material change to our financial position or results of operations as of and for the quarter ended March 31, 2018. We do not believe that we have a material exposure to interest rate risk as our investment policy specifies credit quality standards for our investments and limits the amount of credit exposure from any single issue, issuer or type of investment.
Our exposure to market risk from changes in foreign currency exchange rates and inflation has not changed materially from our exposure as of December 31, 2017.
ITEM 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of such date, our disclosure controls and procedures were effective.

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Changes in Internal Control Over Financial Reporting. There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION
ITEM 1. Legal Proceedings.
On January 21, 2016, ViaSat, Inc. filed a suit against us alleging, among other things, breach of contract, breach of the implied covenant of good faith and fair dealing and misappropriation of trade secrets. On February 19, 2016, we responded to ViaSat’s suit and alleged counterclaims against ViaSat including, among other things, patent misappropriation, breach of contract, breach of the implied covenant of good faith and fair dealing, misappropriation of trade secrets and unfair competition, which ViaSat denied in its response filed March 16, 2016. We are continuing to evaluate ViaSat’s claims, but based on the information available to us today, we currently believe that this suit will not have a material adverse effect on our business or our consolidated financial position, results of operations or cash flows. On July 28, 2017, we filed a suit against ViaSat asserting commercial disparagement, libel, slander of title, unfair competition, intentional interference with advantageous relations and intentional interference with contractual relations. Both lawsuits are still pending, and discovery is closed in the 2016 action filed by ViaSat and ongoing in the 2017 action.

In August and September 2017, three purported securities class action complaints were filed in the U.S. District Court for the District of Massachusetts against us and certain of our executive officers (Murugesan Shanmugaraj and John Gavin). The complaints are captioned Tharp v. Acacia Communications, Inc., et al., Case No. 1:17-cv-11504 (D. Mass.), filed August 14, 2017; Zhang v. Acacia Communications, Inc., et al., Case No. 1:17-cv-11518 (D. Mass.), filed August 16, 2017; and Kebler v. Acacia Communications, Inc., et al., Case No. 1:17-cv-11695 (D. Mass.), filed September 7, 2017. Each co