The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the unaudited condensed
consolidated financial statements and the related notes thereto included
elsewhere in this Quarterly Report on Form 10-Q for the period ended June 30,
2022 and the audited consolidated financial statements and notes thereto and
management's discussion and analysis of financial condition and results of
operations for the year ended December 31, 2021 included in our Annual Report on
Form 10-K. References to "NeoPhotonics," "we," "our," and "us" are to
NeoPhotonics Corporation unless otherwise specified or the context otherwise
requires.

This Quarterly Report on Form 10-Q for the period ended June 30, 2022 contains
"forward-looking statements" that involve risks and uncertainties, as well as
assumptions that, if they never materialize or prove incorrect, could cause our
results to differ materially from those expressed or implied by such
forward-looking statements. The statements contained in this Quarterly Report on
Form 10-Q for the period ended June 30, 2022 that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Terminology such as "believe," "may," "might," "objective,"
"estimate," "continue," "anticipate," "intend," "should," "plan," "expect,"
"predict," "potential," or the negative of these terms or other similar
expressions is intended to identify forward-looking statements.

We have based these forward-looking statements largely on our current
expectations and projections about future events and industry and financial
trends that we believe may affect our financial condition, results of
operations, business strategy and financial needs. Such forward-looking
statements are subject to risks, uncertainties and other important factors that
could cause actual results and the timing of events to differ materially from
future results expressed or implied by such forward-looking statements. Factors
that could cause or contribute to such differences include, but are not limited
to, those identified in "Part II -Item 1A. Risk Factors" below, and those
discussed in the sections titled "Special Note Regarding Forward-Looking
Statements" and "Risk Factors" included in our Annual Report on Form 10-K for
the year ended December 31, 2021, as filed with the SEC on February 25,
2022. Furthermore, such forward-looking statements speak only as of the date of
this report. Except as required by law, we undertake no obligation to update any
forward-looking statements to reflect events or circumstances after the date of
such statements.

Overview

We develop, manufacture and sell optoelectronic products that transmit and
receive high-speed digital optical signals for Cloud and hyperscale data center
internet content provider and telecom networks. We are the world's primary
supplier of tunable lasers that emit the ultra-pure light that is required for
the highest speed over distance fiber optic communications links. (Herein,
"Cloud" refers to the vast constellation of servers that are located in data
centers around the world and which are accessed through the internet, along with
the associated software and data bases that run on them and the communications
links that interconnect them.)

Our products operate at the highest speed over distance, at speeds of 400
Gigabits per Second ("G"), 600G and 800G and beyond data rates in a single
wavelength. Versions of these products have the speed, size, output power and
low power consumption that enable interoperable pluggable transceivers in
standard form factors which directly transmit data using industry standard
Internet Protocol coding, or IP over DWDM wavelengths, greatly simplifying data
networks, thereby lowering costs and reducing the total electrical power
required.

We integrate our lasers and our high performance coherent optical components
into transmit/receive modules, or transceivers. Our high-speed transceiver
modules, which can operate at data rates including 400G, for example our 400ZR
and 400ZR+ coherent pluggable modules, enable new, lower cost network
architectures using IP over DWDM protocols. The emergence of such 400ZR and
400ZR+ pluggable modules extends our capabilities to a new, rapidly expanding
market. Such modules put the full coherent transmission capabilities of a line
card into the same form factor as a pluggable client side transceiver, enabling
interconnects between data centers to be nearly as simple as interconnects
within a data center, substantially reducing costs and complexity.

Over the past decade we have been first to deliver commercial mass production
volumes for each of the highest speed advances in coherent optical components
and lasers, as maximum speeds have advanced for each wavelength, or color, from
100G to 200G, 400G, 600G and 800G. We are a specialist in developing and
producing products for the highest speed over distance applications, where high
baud rate, laser signal clarity and high sensitivity are keys to achieving
longer distances for a given speed.

We believe we are well positioned to attain and maintain industry leadership in
these lasers, component and module solutions based on our leadership in the
ultra-pure light lasers which power them and our comprehensive Silicon Photonics
and compound semiconductor technologies for optical devices and optical ICs.

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Coherent is the technology of choice for high speed over distance data
transmission in Cloud infrastructure and data center interconnection, in
addition to telecom networks. The move to 400G and above transmission has been a
fulcrum for the industry as it marked a major step-up in speed, as well as
enabling new network architecture alternatives to dramatically lower costs by
deploying 400ZR architectures in networks. 400G is now the basic building block
for network deployments for all reaches from 40km to long haul distances of
2000kms or more, all of which require coherent transmission technology.

We believe we are a global leader in coherent transmission technology, based on
our leadership in ultra-pure light lasers, Silicon Photonics and optical
integration for miniaturization and low power consumption. We sell to virtually
all of the leading telecom network equipment companies such as ADVA, Arista
Networks, Ciena, Cisco Systems, Fiberhome, Fujitsu, Huawei, Infinera, NEC, Nokia
and ZTE, as well as to certain Cloud and hyperscale data center operators.

Furthermore, we believe that use cases for 400ZR and 400ZR+ system-level modules
will extend across data center interconnect, backhaul for 5G wireless networks
and metro networks. Key attributes of power and power density, and
interoperability of coherent pluggable solutions, drive this forecast. These
architectures are now being deployed by hyperscale operators and will be adopted
in metro telecom networks using 400ZR+ coherent pluggable modules in areas where
reach and density make it the clear economic winner with much lower total costs.
Furthermore, we believe that our high performance optics combined with next
generation DSPs will enable 800ZR and 800ZR+ coherent pluggable modules within
the next few years, followed by 1.6T (Terabits per second) implementations.

With 400G as a fulcrum for the expansion of the market for the highest speeds,
we believe we are well positioned to take advantage of this rapidly developing,
high growth market.

Extension of coherent modules into metro networks will be driven by substantially lower costs achieved through elimination of network equipment proprietary chassis, and the reduction in the number of ROADMs required, compared to current network architectures.



Our High Speed Products for data rates of 100G, 400G, 600G, 800G and above were
94% of our revenues for the three months ended June 30, 2022 and 2021. "High
Speed Products" refers to transmitter and receiver products as well as switching
and other component products designed for 100G and beyond optical transmission
applications. Our high-speed 100G and beyond products are based on our Advanced
Hybrid Photonic Integration technologies, which support 100 gigabits or more per
second of information transmitted over a single channel. Our 400G and above
products are a subset of our High Speed Products.

Revenue from products designed for use in 400G and above applications was $61.2
million in the three months ended June 30, 2022 representing 64% of total
revenues and growth of 105% over the same period a year ago. Products capable of
data rates of 400G and above have accounted for more than 10 percent of our
revenue since 2018 and have increased from $44 million in 2019 to $86 million in
2020, to $148 million in 2021, such that revenue from products for 400G and
above applications reached 51% of revenues in 2021. (Our 400G capable products
are defined as products capable of 50 Gbaud and above operation plus lasers
purchased specifically for systems with maximum data rates of 400G or higher.)
We believe that the market for 400G and above products will grow at a five-year
compound annual growth rate of 60 percent through 2025. We therefore expect our
400G and above revenues will continue to grow at an accelerated rate over the
immediate and longer term.

Macroeconomic Factors

We continue to manage through external macro situations that have had a material impact on our business: The Covid-19 Pandemic and associated supply chain disruptions, increasing inflation and the U.S. Department of Commerce restrictions on Huawei Technologies.



The Covid-19 pandemic continues to impact our business, the business of our
customers and suppliers and how we execute our business. The pandemic is
currently causing industry wide supply chain shortages, particularly for
semiconductor chips. In the second quarter of 2022, these shortages had a
negative impact on our revenue of approximately $10 million. We expect the
supply chain disruption will continue at some level for several quarters. Our
priorities to address the impacts of the global pandemic on our operations are
as follows:

•The health and well-being of our employees and supply chain partners is our top priority.


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•We continue to use enhanced measures to ensure and maintain safety, including
hybrid work where possible, social distancing and enhanced protocols in each of
our global facilities.
•We closely monitor evolving conditions and adhere to local and federal
guidelines in each location in which we operate.
•We are working closely with our supply chain partners globally to secure
sufficient inventory, with buffer stock where possible, and to support the
health and safety of their employees.

Our operations and products support essential communications networks globally.
We continue to adjust comprehensive business continuity plans to ensure that we
are able to deliver for our customers. We are working closely with our supply
chain partners globally to ensure we have access to critical components, as we
see strong demand for our products supporting increased network bandwidth, and
as key semiconductor components globally have moved into shortage. To ensure
continued supply, we continually access the spot buy markets and we are impacted
by increases in the cost of some components.

On May 16, 2019, BIS added Huawei and certain affiliates to the Entity List, and
in May 2020, BIS added Fiberhome Technologies Group to the Entity List, denying
both the ability to purchase products, software and technology that are subject
to EAR. We are committed to EAR compliance in each of the locations in which we
do business. On August 17, 2020, BIS increased restrictions on Huawei and its
affiliates on the Entity List related to items produced domestically and abroad
that use U.S. technology or software and imposed additional requirements for
items subject to Commerce export control. On October 5, 2020, we announced that
we will manage the business without relying on future revenue contributions from
Huawei. We subsequently determined that one product category is not produced
with U.S. technology and we subsequently resumed shipments to Huawei. These
shipments declined to modest single digit percentage of revenue in the first
quarter of 2022 and remained there in the second quarter. We expect revenue from
Huawei to remain at this level or below.

Proposed Merger with Lumentum Holdings Inc.

On November 4, 2021 we announced our planned merger with a subsidiary of Lumentum. We expect this transaction will close in the second half of 2022.

Our Solutions



Three critical optical components are required to make a coherent transceiver:
(1) a laser with a very narrow linewidth for very pure light; (2) a coherent
modulator capable of changing both the intensity and phase of the optical signal
to code data onto it; and (3) a coherent receiver capable of detecting both the
intensity and phase of the received optical signal to "understand" its content,
plus an electronic digital signal processor IC ("DSP").

We have been a leading volume supplier of these optical components since
coherent systems were first deployed in volume for telecommunications networks a
decade ago, in 2010. We are now the leading supplier of narrow linewidth tunable
lasers and other coherent components for 400G, 600G and above applications.

The capabilities of coherent optics continue to grow with increasing photonic
integration for higher performance and smaller size. These are core capabilities
of NeoPhotonics and therefore open further opportunities for us in adjacent
markets. Outside of communications, coherent technology improves sensitivity and
performance for a variety of applications such as inter-satellite communication
links including for low earth orbit ("LEO") satellites, plus industrial
applications, 3D sensing for autonomous vehicle navigation, and medical imaging.

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 year ended December 31, 2021.


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Results of Operations

Revenue

Our business is focused on the highest speed digital optics and signal
processing communications applications. In the three and six months ended June
30, 2022, our High Speed Products for data rates of 100G and beyond comprised
94% of our revenues.

We sell substantially all of our products to original equipment manufacturers
("OEMs") and their contract manufacturers. Revenue is recognized upon transfer
of control of the product to the buyer. We price our products based on market
and competitive conditions and may periodically change the price of our products
as market and competitive conditions change or as manufacturing costs change.
Our first quarter revenue is typically seasonally lower than the rest of the
year primarily due to the impact of annual price negotiations with customers
that occur at the end of the prior year and lower capacity utilization during
the holidays in China. Our sales transactions to customers are denominated
primarily in U.S. dollars.

                                                       Three Months Ended                                                        Six Months Ended
                                                            June 30,                                                                 June 30,
(in thousands, except
percentages)                       2022              2021            $ Change          % Change             2022               2021            $ Change          % Change
High Speed Products             $ 88,999          $ 61,032          $ 27,967              46%           $ 172,580          $ 118,305          $ 54,275              46%
Network Products and Solutions     6,007             3,978             2,029              51%              11,694              7,630             4,064              53%
  Total revenue                 $ 95,006          $ 65,010          $ 29,996              46%           $ 184,274          $ 125,935          $ 58,339              46%



 We generate most of our revenue from a limited number of customers. In the
three months ended June 30, 2022, three customers each were greater than 10% of
our revenue and our top five customers during this period represented 83% of
total revenue. In the three months ended June 30, 2021, three customers each
were greater than 10% of revenue and our top five customers during this period
represented 77% of total revenue. In the six months ended June 30, 2022, three
customers were each greater than 10% of the Company's total revenue and the
Company's top five customers represented approximately 81% of the Company's
total revenue. In the six months ended June 30, 2021, four customers were
greater than 10% and the Company's top five customers represented approximately
76% of the Company's total revenue.

Huawei declined to less than 5% of revenue for the three and six months ended June 30, 2022 as a continuing result of restrictions announced by the U.S. Department of Commerce BIS on August 17, 2020.

Three Months Ended June 30, 2022 Compared With Three Months Ended June 30, 2021




Total revenue increased by $30.0 million, or 46%, in the three months ended June
30, 2022 compared to the same period in 2021 primarily on increased volume of
shipments. Our High Speed Product revenue increased $28.0 million, or 46%, and
our Networking Products and Solutions revenue increased $2.0 million, or 51% for
the three months ended June 30, 2022 compared to the same period for 2021. Our
highest speed 400G and above product revenue increased by 105% for the three
months ended June 30, 2022 compared to the same period in 2021. The 400G and
above product revenue represented 64% of total revenue compared to 46% for the
three months ended June 30, 2021.

Six Months Ended June 30, 2022 Compared With Six Months Ended June 30, 2021



Total revenue increased by $58.3 million, or 46%, in the six months ended June
30, 2022 compared to the same period in 2021 primarily on increased volume of
shipments. Our High Speed Product revenue increased $54.3 million, or 46%, and
our Networking Products and Solutions revenue increased $4.1 million, or 53% for
the six months ended June 30, 2022 compared to the same period for 2021. Our
highest speed 400G and above product revenue increased by 89% for the six months
ended June 30, 2022 compared to the same period in 2021. The 400G and above
product revenue represented 63% of total revenue compared to 49% for the six
months ended June 30, 2021.

Three and Six Months Ended June 30, 2022 Compared With Three and Six Months Ended June 30, 2021

In the three and six months ended June 30, 2022 and 2021, respectively, revenue from China, Americas and rest of the world, based on the ship to location requested by the customer was as follows:


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                      Three Months Ended                Six Months Ended
                           June 30,                         June 30,
                       2022             2021            2022            2021
China                         17  %      38  %                20  %      32  %
Americas                      14  %       9  %                14  %       9  %
Rest of world                 69  %      53  %                66  %      59  %
Total revenue                100  %     100  %               100  %     100  %


Geographic revenue represents the shipment location and frequently changes based
on the location of contract manufacturing, rather than end customer location.
Shipments to the Americas and to the rest of the world are mainly to contract
manufacturers for non-China based network equipment manufacturers ("NEMs").

We believe we will continue to be an industry leader for the highest speed over
distance network solutions, supplying customers with components and modules
which deliver the highest bandwidth per wavelength and per fiber for long
distances. Our High Speed Product group consistently represents 94% or more of
our business. Since launching 400ZR and 400ZR+ pluggable coherent modules in the
fourth quarter of 2019, we have shipped units for qualification to multiple
hyper scale customers. In addition, we are shipping initial quantities of our
newest 96 Gbaud component suite for 800G DCI and 400G long-haul transmissions.
We believe these high-performance products will bring accelerating revenue
growth and our technology enables potential expansion into other adjacent
markets.

Cost of Goods Sold and Gross Margin



Our cost of goods sold consists primarily of the cost to produce wafers, modules
and to manufacture and test our products. Additionally, our cost of goods sold
includes stock-based compensation, write-downs of excess and obsolete inventory,
royalty payments, amortization of certain purchased intangible assets,
depreciation, acquisition-related fair value adjustments, restructuring charges,
warranty costs, logistics and allocated facilities costs.

Gross profit as a percentage of total revenue, or gross margin, has been and is
expected to continue to be affected by a variety of factors including the
introduction of new products, production volume, factory utilization, the mix of
products sold, inventory changes, changes in the average selling prices of our
products, changes in the cost and volumes of materials purchased from our
suppliers, changes in labor costs, changes in overhead costs or requirements,
stock-based compensation, write-downs of excess and obsolete inventories and
warranty costs. In addition, we periodically negotiate pricing with certain
customers which can cause our gross margins to fluctuate, particularly in the
quarters in which the negotiations occurred.

As a manufacturing company, our margins are sensitive to changes in volume and
factory utilization. We have made significant operational improvements with
solid progress on cost reductions, yield improvement and effective cost
absorption through higher volume in addition to reducing depreciation costs.
With our higher business volume in the three and six months ended June 30, 2022
compared to June 30, 2021, we were better able to utilize our factories and
improve cost absorption.

                                                       Three Months Ended                                                            Six Months Ended
                                                            June 30,                                                                     June 30,
(in thousands, except
percentages)                     2022              2021            $ Change            % Change               2022               2021            $ Change            % Change
Cost of goods sold            $ 61,935          $ 55,135          $  6,800                    12  %       $ 123,914          $ 102,721          $ 21,193                    21  %
Gross profit                  $ 33,071          $  9,875          $ 23,196                   235  %       $  60,360          $  23,214          $ 37,146                   160  %



                                      Three Months Ended               Six Months Ended
                                           June 30,                        June 30,
                                        2022             2021           2022            2021
Gross profit as a % of revenue                 35  %     15  %              

33 % 18 %

Three Months Ended June 30, 2022 Compared With Three Months Ended June 30, 2021



Gross profit increased by $23.2 million, to $33.1 million, in the three months
ended June 30, 2022, compared to $9.9 million in the same period in 2021. Gross
margin increased to 35% in the three months ended June 30, 2022, compared to 15%
in the same period a year ago. The increase in gross profit is primarily related
to the increase in volume, product cost reduction and lower inventory reserves,
with additional benefit from improved factory utilization.

Six Months Ended June 30, 2022 Compared With Six Months Ended June 30, 2021



Gross profit increased by $37.1 million, to $60.4 million, in the six months
ended June 30, 2022, compared to $23.2 million in the same period in 2021. Gross
margin increased to 33% in the six months ended June 30, 2022, compared to 18%
in the same period a year ago. The increase in gross profit is primarily related
to the increase in volume, product cost reductions with additional benefit from
improved factory utilization.
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Operating Expenses

Personnel costs are the most significant component of operating expenses and
consist of costs such as salaries, benefits, bonuses, stock-based compensation
and other variable compensation.

                                                                                      Three Months Ended                                                             Six Months Ended
                                                                                           June 30,                                                                      June 30,
(in thousands, except percentages)                             2022              2021             $ Change             % Change              2022              2021            $ Change             % Change
Research and development                                    $ 14,736          $ 15,410          $    (674)                    (4) %       $ 29,834          $ 28,508          $  1,326                      5  %
Sales and marketing                                            3,742             3,362                380                     11  %          7,428             7,227               201                      3  %
General and administrative                                     9,228             7,398              1,830                     25  %         19,022            14,692             4,330                     29  %
Acquisition and asset sale related costs                         638               (36)               674                  1,872  %          1,543               127             1,416                  1,115  %
Restructuring charges                                              -                22                (22)                  (100) %              -                22               (22)                  (100) %
Asset impairment charges                                          30                 -                 30                      -  %            443                 -               443                      -  %
Facility shut down related costs                                 209                 -                209                      -  %            509                 -               509                      -  %
Litigation settlements                                           (12)                -                (12)                     -  %             37                 -                37                      -  %
Gain on asset sales                                           (1,866)                -             (1,866)                     -  %         (1,980)                -            (1,980)                     -  %
Total operating expenses                                    $ 26,705          $ 26,156          $     549                      2  %       $ 56,836          $ 50,576          $  6,260                     12  %


Research and development



Research and development expense consists of personnel costs, including
stock-based compensation, for our research and development personnel, and
product development costs, including engineering services, development software
and hardware tools, depreciation of equipment and facility costs. We record all
research and development expense as incurred.

Three Months Ended June 30, 2022 Compared With Three Months Ended June 30, 2021



Research and development expense of $14.7 million, or 16% of revenue, decreased
$0.7 million in the three month period ended June 30, 2022, compared to $15.4
million for the same period in 2021. The decrease was due to a combination of
lower depreciation expense and lower professional and outside service fees,
off-set by increased employee compensation.

Six Months Ended June 30, 2022 Compared With Six Months Ended June 30, 2021



Research and development expenses of $29.8 million or 16% of revenue, increased
$1.3 million in the six months ended June 30, 2022 compared to $28.5 million for
the same period in 2021. The increase was due to a combination of higher
materials expenses and employee compensation, off-set by lower depreciation
expense.

We focus our research and development efforts to continue pushing the
performance leadership boundaries and believe that investments are important to
help meet our strategic objectives. We plan to continue to invest in research
and development activities, including new products that we believe will further
enhance our competitive position and expand our revenue stream. As a percentage
of total revenue, our research and development expense may vary as our
investment and revenue levels change over time.

Sales and marketing



Sales and marketing expense consists primarily of personnel costs, including
stock-based compensation and other variable compensation, costs related to sales
and marketing programs and services and facility costs.

Three Months Ended June 30, 2022 Compared With Three Months Ended June 30, 2021



Sales and marketing expense increased by 11% to $3.7 million in the three months
ended June 30, 2022 compared to $3.4 million for the three months ended June 30,
2021, primarily due to employee compensation.

Six Months Ended June 30, 2022 Compared With Six Months Ended June 30, 2021



Sales and marketing expense increased by 3% to $7.4 million in the six months
ended June 30, 2022 compared to $7.2 million for the six months ended June 30,
2021, primarily due to employee compensation.

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We expect to continue to expand our high speed market focus and increase sales
and marketing coverage of the DCI, Cloud and hyperscale data center markets,
particularly the 400ZR and 400ZR+ products.

General and administrative

General and administrative expense consists of personnel costs, including stock-based compensation, for our finance, human resources and information technology personnel and certain executive officers, as well as professional services costs related to accounting, tax, banking, legal and information technology services, depreciation and facility costs.

Three Months Ended June 30, 2022 Compared With Three Months Ended June 30, 2021



General and administrative expense increased $1.8 million to $9.2 million in the
three months ended June 30, 2022, compared to $7.4 million for the same period
in 2021. The increase is due to $1.4 million of retention costs related to the
acquisition and the remainder is primarily due to increased use of outside
consultants.

Six Months Ended June 30, 2022 Compared With Six Months Ended June 30, 2021



General and administrative expense increased $4.3 million to $19.0 million in
the six months ended June 30, 2022 compared to $14.7 million for the same period
in 2021. The increase is due to $2.8 million of retention costs related to the
acquisition and the remainder is primarily due to increased use of outside
consultants.

Acquisition and asset sale related costs



Acquisition and asset sale related costs consist of legal, advisory, and other
fees related to actual and potential future acquisition and divestiture activity
by the Company.

Three Months Ended June 30, 2022 Compared With Three Months Ended June 30, 2021

For the three months ended June 30, 2022, we incurred $0.6 million of acquisition and asset sale related costs, compared to a small credit for the same period in 2021. The increase was primarily the result of advisory and support fees that were related to the proposed merger.

Six Months Ended June 30, 2022 Compared With Six Months Ended June 30, 2021



For the three months ended June 30, 2022, we incurred $1.5 million of
acquisition and asset sale related costs, compared to a $0.1 million for the
same period in 2021. The increase was primarily due to advisory and support fees
that were related to the proposed merger.

Other Operating Expenses

Other operating expenses for the three and six months ended June 30, 2022 had no comparable expenses for the three and six months ended June 30, 2021.



Asset impairment charges were less than $0.1 million for the three months ended
June 30, 2022 and were $0.4 million for the six months ended June 30, 2022. The
charges were primarily for a write-down of cash held in the Company's Russian
subsidiary NeoPhotonics Technics LLC as a result of sanctions imposed by the
U.S. Treasury on the country of Russia's financial institutions in February
2022.

Facility shut down related costs were $0.2 million for the three months ended
June 30, 2022 and $0.5 million for the six months ended June 30, 2022. The costs
were incurred as a result of closure of our Fremont, California facility, as the
Company exercised its early exit right to terminate the facility lease. As of
June 30, 2022, the Company was in the process of completing final requirements
for closure of the lease commitments.

Litigation settlements were for legal fees on various litigation issues and resulted in a small credit for the three months ended June 30, 2022 and less than $0.1 million for the six months ended June 30, 2022.



Gain on asset sale was $1.9 million and $2.0 million for the three and six
months ended June 30, 2022, respectively. On March 23, 2022, the Company entered
into an Asset Purchase Agreement and Subscription Agreement with BluGlass Inc.
whereby the Company would sell its equipment and other assets at the Company's
facility in Fremont, California, in exchange for cash consideration and publicly
traded shares of BluGlass Limited (BLG.AX), of which BluGlass Inc. is a
wholly-owned subsidiary. The transaction was completed in the second quarter of
2022 and the Company received $1.8 million in cash and an additional $0.4
million in cash from the sale of the shares, resulting in a gain of $1.9 million
for the three months ended June 30, 2022. The gain for the six months ended June
30, 2022 included the gain from the agreement with BluGlass Inc. and a net gain
on dispositions of various assets in the United States and Japan.


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Interest and other income (expense), net



Interest income consists of income earned on our cash, cash equivalents and
short-term investments, as well as restricted cash. Interest expense consists of
amounts incurred for interest on our bank and other borrowings. Other income
(expense), net is primarily made up of government subsidies as well as foreign
currency transaction gains and losses. The functional currency of our
subsidiaries in China is the RMB and of our subsidiary in Japan is the JPY. The
foreign currency transaction gains and losses of our subsidiaries in China and
Japan primarily include unrealized foreign exchange gains and losses from the
mark-to-market of U.S. dollar based assets and liabilities in China and Japan.
                                                                                   Three Months Ended                                                       Six Months Ended
                                                                                        June 30,                                                                June 30,
(in thousands, except percentages)                            2022            2021           $ Change            % Change              2022            2021          $ Change            % Change
Interest income                                            $   147          $  140          $      7                     5  %       $   218          $ 245          $    (27)                  (11) %
Interest expense                                              (510)           (220)             (290)                  132  %          (865)          (447)             (418)                   94  %
Other income (expense), net                                  5,823            (880)            6,703                   762  %         6,218            263             5,955                 2,264  %
Total                                                      $ 5,460          $ (960)         $  6,420                   669  %       $ 5,571          $  61          $  5,510                 9,033  %

Three Months Ended June 30, 2022 Compared With Three Months Ended June 30, 2021



Interest income remained relatively flat in the three months ended June 30, 2022
compared to the same period a year ago. Interest expense increased by $0.3
million in the same period due to Lumentum term loan interest incurred in the
three months ended June 30, 2022. Other income (expense), net increased by $6.7
million in the three months ended June 30, 2022, as compared to the same period
in 2021, primarily due to the U.S. dollar appreciation against both the Chinese
Renminbi and Japanese Yen for the current period compared to weakening in the
prior year period.

Six Months Ended June 30, 2022 Compared With Six Months Ended June 30, 2021



Interest income remained relatively flat in the six months ended June 30, 2022
compared to the same period a year ago. Interest expense increase by $0.4
million in the same period due to Lumentum term loan interest incurred in the
six months ended June 30, 2022. Other income (expense), net increased by $5.9
million in the six months ended June 30, 2022 compared to the same period in
2021 primarily due to the U.S. dollar appreciation against both the Chinese
Renminbi and Japanese Yen for the current period compared to weakening against
the Chinese Renminbi and a smaller appreciation against the Japanese Yen in the
prior year period.

Income taxes

We conduct our business globally and our operating income is subject to varying
rates of tax in the U.S., China, Japan and other various foreign jurisdictions.
Consequently, our effective tax rate is dependent upon the geographic
distribution of our earnings or losses and the tax laws and regulations in each
geographical region.

                                                                                Three Months Ended                                                         Six Months Ended
                                                                                     June 30,                                                                  June 30,
(in thousands, except percentages)                         2022             2021           $ Change            % Change              2022             2021           $ Change            % Change
Income tax (provision)                                  $ (2,521)         $ (192)         $ (2,329)                1,213  %       $ (3,093)         $ (823)         $ (2,270)                  276  %



Our income tax provision in the three and six months ended June 30, 2022 and
2021 was primarily related to the operating profit realized in our foreign
subsidiaries in Japan and China. Historically, we have experienced net losses in
the U.S. and in the short term, we expect this trend to continue.

Liquidity and capital resources



As of June 30, 2022, our principal source of liquidity consisted of
approximately $104.8 million of cash and cash equivalents and our short-term
investments, of which approximately $35.0 million was held by subsidiaries
outside of the United States. Cash, short-term investments and restricted cash
held outside of the U.S. may be subject to taxes if repatriated and may not be
immediately available for our working capital needs.

Approximately $10.5 million of our retained earnings within our total
accumulated deficit as of December 31, 2021 was subject to restrictions due to
the fact that our subsidiaries in China are required to set aside at least 10%
of their respective accumulated profits each year end to fund statutory common
reserves. This restricted amount is not distributable as cash dividends except
in the event of liquidation.

As of June 30, 2022, our total indebtedness was primarily comprised of borrowings under our credit facilities totaling $56.5 million (at gross amounts exclusive of debt discounts and issuance costs) consisting of:

•Borrowings under our Wells Fargo credit facility of $20.6 million •Term loan of $30.0 million from Lumentum; and,


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•Borrowings of $5.9 million from our credit facilities in Japan.

In addition to our cash, we had approximately $15.4 million of additional
liquidity available to us, of which $6.25 million is required to be maintained
as unused borrowing capacity, under our $50.0 million credit facility with Wells
Fargo Bank. We also have additional liquidity available to us of up to $20.0
million from our credit facility with Lumentum.

We believe that our existing cash, cash equivalents and cash flows from our
operating activities will be sufficient to meet our anticipated cash needs for
at least the next 12 months. Our future capital requirements will depend on many
factors including our growth rate, the timing and extent of spending to support
development efforts, the expansion of sales and marketing activities, the
introduction of new and enhanced products, the costs to increase our
manufacturing capacity and our foreign operations and the continuing market
acceptance of our products. In the event that additional financing is required
from outside sources, we may not be able to raise it on terms acceptable to us,
or at all. If we are unable to raise additional capital when desired, our
business, operating results and financial condition would be adversely affected.

Cash flow discussion



The table below sets forth selected cash flow data for the periods presented:
                                                                                Six Months Ended
                                                                                    June 30,
(in thousands)                                                               2022               2021
Net cash used in operating activities                                    $ (10,077)         $ (21,675)
Net cash used in investing activities                                       (2,802)            (4,451)
Net cash provided by (used in) financing activities                         13,291             (2,248)

Effect of exchange rates on cash, cash equivalents and restricted cash (1,215)

                99
Net decrease in cash, cash equivalents and restricted cash               $    (803)         $ (28,275)


Operating activities

Net cash used in operating activities decreased to $10.1 million in the six
months ended June 30, 2022 compared to $21.7 million net cash used in operating
activities in the same period in 2021. The decrease is due to the increase in
net income of $34.1 million. Cash outflow from working capital of $25.4 million
was primarily driven by increases in accounts receivable and inventories, offset
by an increase in accounts payable and a decrease in accrued and other
liabilities. The increase in accounts receivable is primarily due to increased
sales from our High Speed products, as well as the timing of shipments due to
the ongoing supply chain challenges. The increase in inventory and accounts
payable is due to increased procurement to support our future growth.

Investing activities



Net cash used in investing activities was $2.8 million in the six months ended
June 30, 2022, compared to $4.5 million used in investing activities in the same
period in 2021. The decrease in cash flows used in investing activities was
primarily due to higher proceeds from sales of assets.

Financing activities



Net cash provided by financing activities was $13.3 million in the six months
ended June 30, 2022, compared to $2.2 million used in financing activities in
the same period in 2021. The increase in cash flows provided by financing
activities was primarily due to the $30.0 million in proceeds received from
Lumentum under the term loan, offset by the repayment of the Shanghai Pudong
Development Bank note.

Off-balance Sheet Arrangements

As of June 30, 2022, we did not have any significant off-balance sheet arrangements.

Recent Accounting Pronouncements



Refer to Note 1 "Basis of presentation and significant accounting policies" in
the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of
this Quarterly Report on Form 10-Q for a description of recent accounting
pronouncements and accounting changes.

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