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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 3, 2023

 

Applied Optoelectronics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 001-36083 76-0533927

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

13139 Jess Pirtle Blvd.
Sugar Land, Texas
77478
(Address of principal executive offices) (Zip Code)

 

(281) 295-1800

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class Trading Symbol(s) Trading Name of each exchange on which registered
Common Stock, Par value $0.001 AAOI NASDAQ Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ¨

 

 

 

 

   

 

 

ITEM 2.02.RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

 

On August 3, 2023 Applied Optoelectronics, Inc. (the “Company”) issued a press release regarding the Company’s financial results for the second quarter ended June 30, 2023. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K.

 

The information furnished in this Current Report under this Item 2.02 and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

Exhibit No. Description
   
99.1

Press release dated August 3, 2023, issued by Applied Optoelectronics, Inc., filed herewith.

   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

 

 

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SIGNATURES

 

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

 

  Applied Optoelectronics, Inc.
   
  By: /s/ Stefan J. Murry
 

Stefan J. Murry

 

Chief Financial Officer

 

Date: August 3, 2023

 

 

 

 

 

 

 

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Exhibit 99.1

 

 

 

Applied Optoelectronics Reports Second Quarter 2023 Results

 

Sugar Land, Texas, August 3, 2023 – Applied Optoelectronics, Inc. (NASDAQ: AAOI), a leading provider of fiber-optic access network products for the cable broadband, internet datacenter, telecom and fiber-to-the-home (FTTH) markets, today announced financial results for its second quarter 2023 ended June 30, 2023.

 

“Our second quarter revenue was in-line with our expectations, and we are pleased to report non-GAAP gross margin and non-GAAP EPS above our expectations.” said Dr. Thompson Lin, Applied Optoelectronics Inc. Founder, President and Chief Executive Officer. “Favorable product mix combined with our cost reduction efforts, and the benefit of some of the intentional actions we have taken to improve our cost structure led to a strong improvement in our gross margin, which is a trend we expect will continue. We are thrilled with the increased demand we saw for our 100G and 400G datacenter products. Total revenue for our 400G products doubled sequentially and accounted for 11% of our total datacenter revenue in Q2, and we believe revenue from our 400G products will continue to grow this year based on the anticipated initial deliveries under the recently-announced deal with Microsoft. Lastly, we made progress in strengthening our newly formed broadband access group with the addition of considerable talent to the team, and believe we are well positioned to execute on our new strategy to sell our CATV products directly to MSO customers.”

 

Second Quarter 2023 Financial Summary

 

·GAAP revenue was $41.6 million, compared $52.3 million in the second quarter of 2022 and $53.0 million in the first quarter of 2023.

 

·GAAP gross margin was 19.0%, compared with 16.5% in the second quarter of 2022 and 17.4% in the first quarter of 2023. Non-GAAP gross margin was 24.8%, compared with 16.7% in the second quarter of 2022 and 23.2% in the first quarter of 2023.

 

·GAAP net loss was $16.9 million, or $0.57 per basic share, compared with net loss of $14.5 million, or $0.52 per basic share in the second quarter of 2022, and a net loss of $16.3 million, or $0.56 per basic share in the first quarter of 2023.

 

·Non-GAAP net loss was $6.1 million, or $0.21 per basic share, compared with non-GAAP net loss of $7.6 million, or $0.28 per basic share in the second quarter of 2022, and a non-GAAP net loss of $7.1million, or $0.25 per basic share in the first quarter of 2023.

 

A reconciliation between all GAAP and non-GAAP information referenced above is contained in the tables below. Please also refer to “Non-GAAP Financial Measures” below for a description of these non-GAAP financial measures.

 

Third Quarter 2023 Business Outlook (+)

 

For the third quarter of 2023, the company currently expects:

 

·Revenue in the range of $60 million to $66 million.
·Non-GAAP gross margin in the range of 29.5% to 31%.
·Non-GAAP net profit in the range of a loss of $1.9 million to profit of $0.2 million, and non-GAAP earnings per share in the range of a loss of $0.06 to earnings of $0.01 using approximately 33.1 million shares.

 

(+) Please refer to the note below on forward-looking statements and the risks involved with such statements as well as the note on non-GAAP financial measures.

 

 

 

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Conference Call Information

 

The company will host a conference call and webcast for analysts and investors on August 3, 2023 to discuss its second quarter 2023 results and outlook for its third quarter of 2023 at 4:30 p.m. Eastern time / 3:30 p.m. Central time. Open to the public, investors may access the call by dialing 844-890-1794 (domestic) or 412-717-9586 (international). A live audio webcast of the conference call along with supplemental financial information will also be accessible on the company's website at investors.ao-inc.com. Following the webcast, an archived version will be available on the website for one year. A telephonic replay of the call will be available one hour after the call and will run for five business days and may be accessed by dialing 877-344-7529 (domestic) or 412-317-0088 (international) and entering passcode 1076424.

 

Forward-Looking Information

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "could," "would," "target," "seek," "aim," "predicts," "think," "objectives," "optimistic," "new," "goal," "strategy," "potential," "is likely," "will," "expect," "plan" "project," "permit" or by other similar expressions that convey uncertainty of future events or outcomes. These statements include management’s beliefs and expectations related to our outlook for the third quarter of 2023. Such forward-looking statements reflect the views of management at the time such statements are made. These forward-looking statements involve risks and uncertainties, as well as assumptions and current expectations, which could cause the company's actual results to differ materially from those anticipated in such forward-looking statements. These risks and uncertainties include but are not limited to: the impact of the COVID-19 pandemic on our business and financial results; reduction in the size or quantity of customer orders; change in demand for the company's products due to industry conditions; changes in manufacturing operations; volatility in manufacturing costs; delays in shipments of products; disruptions in the supply chain; change in the rate of design wins or the rate of customer acceptance of new products; the company's reliance on a small number of customers for a substantial portion of its revenues; potential pricing pressure; a decline in demand for our customers' products or their rate of deployment of their products; general conditions in the internet datacenter, cable television (CATV) broadband, telecom, or fiber-to-the-home (FTTH) markets; changes in the world economy (particularly in the United States and China); changes in the regulation and taxation of international trade, including the imposition of tariffs; changes in currency exchange rates; the negative effects of seasonality; and other risks and uncertainties described more fully in the company's documents filed with or furnished to the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2022. More information about these and other risks that may impact the company's business are set forth in the "Risk Factors" section of the company's quarterly and annual reports on file with the Securities and Exchange Commission. You should not rely on forward-looking statements as predictions of future events. All forward-looking statements in this press release are based upon information available to us as of the date hereof, and qualified in their entirety by this cautionary statement. Except as required by law, we assume no obligation to update forward-looking statements for any reason after the date of this press release to conform these statements to actual results or to changes in the company's expectations.

 

 

 

 

 

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Non-GAAP Financial Measures

 

We provide non-GAAP gross margin, non-GAAP net income (loss), and non-GAAP earnings per share to eliminate the impact of items that we do not consider indicative of our overall operating performance. To arrive at our non-GAAP gross margin, we exclude stock-based compensation expense, expenses associated with discontinued products, and non-recurring (income) expenses, if any, from our GAAP gross margin. To arrive at our non-GAAP net income (loss), we exclude all amortization of intangible assets, stock-based compensation expense, non-recurring expenses, unrealized foreign exchange loss (gain), losses from the disposal of idle assets, if any, non-GAAP tax benefit (expenses), and expenses associated with discontinued products, from our GAAP net income (loss). Included in our non-recurring expenses in Q2 2023 and Q2 2022, and Q1 2023, are certain non-recurring expenses related to extreme weather and pandemic events (if any) and non-recurring tax expenses or benefits (if any), and employee severance expenses (if any). In computing our non-GAAP income tax benefit (expense), we have applied an estimate of our annual effective income tax rate and applied it to our net income before income taxes. Our non-GAAP diluted net loss per share is calculated by dividing our non-GAAP net loss by the fully diluted share count (for periods in which non-GAAP net income is positive) or basic share count (for periods in which our non-GAAP net income is negative). We believe that our non-GAAP measures are useful to investors in evaluating our operating performance for the following reasons:

 

We believe that elimination of items such as amortization of intangible assets, stock-based compensation expense, non-recurring revenue and expenses, losses from the disposal of idle assets, unrealized foreign exchange gain or loss, and depreciation on certain equipment undergoing reconfiguration is appropriate because treatment of these items may vary for reasons unrelated to our overall operating performance;
We believe that elimination of expenses associated with discontinued products, including depreciation and inventory obsolescence is appropriate because these expenses are not indicative of our ongoing operations;
We believe that estimating non-GAAP income taxes allows comparison with prior periods and provides additional information regarding the generation of potential future deferred tax assets;
We believe that non-GAAP measures provide better comparability with our past financial performance, period-to-period results and with our peer companies, many of which also use similar non-GAAP financial measures; and
We anticipate that investors and securities analysts will utilize non-GAAP measures as a supplement to GAAP measures to evaluate our overall operating performance.

 

A reconciliation of our GAAP net income (loss) and GAAP earnings (loss) per share for Q2 2023 to our non-GAAP net income (loss) and earnings (loss) per share is provided below, together with corresponding reconciliations for Q2 2022. A reconciliation of our GAAP net income (loss) and GAAP earnings (loss) per share for Q1 2023 to our non-GAAP net income (loss) and earnings (loss) per share was provided in our Q1 2023 earnings release.

 

Non-GAAP measures should not be considered as an alternative to net income (loss), earnings (loss) per share, or any other measure of financial performance calculated and presented in accordance with GAAP. Our non-GAAP measures may not be comparable to similarly titled measures of other organizations because other organizations may not calculate such other non-GAAP measures in the same manner. We have not reconciled the non-GAAP measures included in our guidance to the appropriate GAAP financial measures because the GAAP measures are not readily determinable on a forward-looking basis. GAAP measures that impact our non-GAAP financial measures may include stock-based compensation expense, non-recurring expenses, amortization of intangible assets, unrealized exchange loss (gain), asset impairment charges, and loss (gain) from disposal of idle assets. These GAAP measures cannot be reasonably predicted and may directly impact our non-GAAP gross margin, our non-GAAP net income and our non-GAAP fully-diluted earnings per share, although changes with respect to certain of these measures may offset other changes. In addition, certain of these measures are out of our control. Accordingly, a reconciliation of the non-GAAP financial measure guidance to the corresponding GAAP measures is not available without unreasonable effort.

 

 

 

 

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About Applied Optoelectronics

 

Applied Optoelectronics Inc. (AOI) is a leading developer and manufacturer of advanced optical products, including components, modules and equipment. AOI's products are the building blocks for broadband fiber access networks around the world, where they are used in the CATV broadband, internet datacenter, telecom and FTTH markets. AOI supplies optical networking lasers, components and equipment to tier-1 customers in all four of these markets. In addition to its corporate headquarters, wafer fab and advanced engineering and production facilities in Sugar Land, TX, AOI has engineering and manufacturing facilities in Taipei, Taiwan and Ningbo, China. For additional information, visit www.ao-inc.com.

 

# # #

 

Investor Relations Contacts:

 

The Blueshirt Group, Investor Relations

Lindsay Savarese

+1-212-331-8417

ir@ao-inc.com

 

Cassidy Fuller

+1-415-217-4968

ir@ao-inc.com

 

 

 

 

 

 

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Applied Optoelectronics, Inc.

Preliminary Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

   June 30, 2023   December 31, 2022 
         
ASSETS          
CURRENT ASSETS          
Cash, Cash Equivalents and Restricted Cash  $28,612   $35,587 
Accounts Receivable, Net   42,598    61,175 
Notes receivable   782    339 
Inventories   66,321    79,679 
Prepaid Income Tax   2     
Prepaid Expenses and Other Current Assets   6,231    6,384 
Total Current Assets   144,546    183,164 
           
Property, Plant And Equipment, Net   197,879    210,184 
Land Use Rights, Net   4,990    5,238 
Operating Right of Use Asset   5,296    5,566 
Financing Right of Use Asset   10    26 
Intangible Assets, Net   3,625    3,699 
Other Assets   531    386 
TOTAL ASSETS  $356,877   $408,263 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
           
CURRENT LIABILITIES          
Accounts Payable  $35,111   $47,845 
Bank Acceptance Payable   8,637    12,337 
Accrued Expenses   14,702    17,222 
Deferred Revenue   10,720    3,000 
Current Lease Liability-Operating   1,055    1,041 
Current Lease Liability-Financing   53    63 
Current Portion of Notes Payable and Long Term Debt   37,276    57,074 
Current Portion of Convertible Debt   79,916     
Total Current Liabilities   187,470    138,582 
           
Deferred Revenue, net of current portion   1,000     
Convertible Senior Notes       79,506 
Other Long-Term Liabilities   5,148    5,505 
TOTAL LIABILITIES   193,618    223,593 
           
STOCKHOLDERS' EQUITY          
Total Preferred Stock          
Common Stock   32    29 
Additional Paid-in Capital   407,003    391,526 
Cumulative Translation Adjustment   (1,470)   2,183 
Retained Earnings   (242,306)   (209,068)
TOTAL STOCKHOLDERS' EQUITY   163,259    184,670 
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $356,877   $408,263 

 

 

 

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Applied Optoelectronics, Inc.

Preliminary Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

 

Q2 2023  Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2023   2022   2023   2022 
Revenue                    
CATV   9,343    23,713   $37,123   $48,694 
Datacenter   27,571    21,497    47,924    42,911 
Telecom   4,231    6,276    7,938    11,541 
FTTH   55    27    57    124 
Other   415    786    1,603    1,270 
Total Revenue   41,615    52,299    94,645    104,540 
                     
Total Cost of Goods Sold   33,717    43,671    77,503    86,888 
                     
Total Gross Profit   7,898    8,628    17,142    17,652 
                     
Operating Expenses:                    
Research and Development   8,640    8,328    17,176    17,814 
Sales and Marketing   2,269    2,164    4,596    4,722 
General and Administrative   12,954    11,035    25,502    22,254 
Total Operating Expenses   23,863    21,527    47,274    44,790 
                     
Operating Loss   (15,965)   (12,899)   (30,132)   (27,138)
                     
Other Income (Expense):                    
Interest Income   37    31    70    59 
Interest Expense   (2,175)   (1,408)   (4,312)   (2,810)
Other Income (Expense), net   1,167    (180)   1,145    (629)
Total Other Income (Expense):   (971)   (1,557)   (3,097)   (3,380)
                     
Net loss before Income Taxes   (16,936)   (14,456)   (33,229)   (30,518)
                     
Income Tax Expense   (8)       (8)    
                     
Net loss  $(16,944)  $(14,456)  $(33,237)  $(30,518)
Net loss per share attributable to common stockholders                    
basic  $(0.57)  $(0.52)  $(1.14)  $(1.11)
diluted  $(0.57)  $(0.52)  $(1.14)  $(1.11)
                     
Weighted-average shares used to compute net loss per share attributable to common stockholders                    
basic   29,489    27,612    29,182    27,537 
diluted   29,489    27,612    29,182    27,537 

 

 

 

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Applied Optoelectronics, Inc.

Reconciliation of Statements of Operations under GAAP and Non-GAAP

(In thousands, except per share data)

(Unaudited)

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2023   2022   2023   2022 
GAAP revenue  $41,615   $52,299   $94,645   $104,540 
Non-recurring customer credit                
Non-GAAP revenue  $41,615   $52,299   $94,645   $104,540 
                     
GAAP total gross profit (a)  $7,898   $8,628   $17,142   $17,652 
Share-based compensation expense   156    114    270    250 
Non-recurring expense               1 
Expenses associated with discontinued products   2,254        5,216     
Non-GAAP total gross profit (a)  $10,308   $8,742   $22,628   $17,903 
                     
GAAP net loss  $(16,944)  $(14,456)  $(33,237)  $(30,518)
Share-based compensation expense   3,062    2,144    5,352    4,616 
Expenses associated with discontinued products   2,254        5,216     
Non-cash expenses associated with discontinued products   1,148    1,103    2,311    2,269 
Amortization of intangible assets   162    153    321    304 
Non-recurring (income) expense   602    9    960    34 
Unrealized exchange loss (gain)   (66)   298    (1,175)   1,279 
Non-GAAP tax benefit   3,710    3,151    7,037    6,545 
Non-GAAP net loss  $(6,072)  $(7,598)  $(13,216)  $(15,470)
                     
GAAP diluted net loss per share   (0.57)   (0.52)   (1.14)   (1.11)
Share-based compensation expense   0.10    0.08    0.19    0.17 
Expenses associated with discontinued products   0.08        0.18     
Non-cash expenses associated with discontinued products   0.04    0.03    0.08    0.08 
Amortization of intangible assets   0.01    0.01    0.01    0.01 
Non-recurring (income) expense   0.02    0.00    0.03    0.00 
Unrealized exchange loss (gain)   (0.01)   0.01    (0.04)   0.05 
Non-GAAP tax benefit   0.12    0.11    0.24    0.24 
Non-GAAP diluted net loss per share   (0.21)   (0.28)   (0.45)   (0.56)
                     
Shares used to compute diluted loss per share   29,489    27,612    29,182    27,537 
Shares used to compute diluted earnings per share   29,489    27,612    29,182    27,537 

 

(a) Provided for the purpose of calculating gross profit as a percentage of revenue (gross margin).

 

 

 

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