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 4, 2016
______________
Applied Optoelectronics, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-36083 | 76-0533927 |
| (State or Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
13139 Jess Pirtle Blvd.
Sugar Land, TX 77478
(address of principal executive offices and 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:
| ☐ | 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)) |
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On August 4, 2016 Applied Optoelectronics, Inc. (the “Company”) issued a press release regarding the Company’s financial results for the second quarter ended June 30, 2016. 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 Number | Description |
| 99.1 | Press release dated August 4, 2016 issued by Applied Optoelectronics, Inc., filed herewith. |
| 2 |
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 4, 2016
| 3 |
Exhibit 99.1
Applied Optoelectronics Reports Second Quarter 2016 Results
Sugar Land, Texas, Aug. 4, 2016 – Applied Optoelectronics, Inc. (NASDAQ: AAOI), a leading provider of fiber-optic access network products for the internet datacenter, cable broadband, and fiber-to-the-home markets, today announced financial results for its second quarter ended June 30, 2016.
“We achieved top and bottom-line results well above our guidance and we are pleased with the progress we made during the quarter. Our results were driven by continued strong demand for our market-leading datacenter products, where we generated our fifth consecutive quarter of record revenue, and an improvement in demand for our CATV products,” said Dr. Thompson Lin, Applied Optoelectronics, Inc. founder, president and CEO. “Our improved performance reflects our commitment to operational excellence and I am confident we are on the right path to build on our momentum in the datacenter and CATV markets and achieve our long-term financial objectives.”
Second Quarter 2016 Financial Summary
| · | Total revenue was $55.3 million, up 11% compared with $49.6 million in the second quarter 2015 and up 10% compared with $50.4 million in the first quarter of 2016. |
| · | GAAP gross margin was 31.3% compared with 33.7% in the second quarter 2015 and 28.3% in the first quarter of 2016. Non-GAAP gross margin was 31.4% compared with 33.7% in the second quarter 2015 and 28.3% in the first quarter of 2016. |
| · | GAAP net income was $0.6 million, or $0.03 per diluted share, compared with net income of $6.1 million, or $0.38 per diluted share in the second quarter 2015, and net loss of $1.3 million, or $0.08 per basic share in the first quarter of 2016. |
| · | Non-GAAP net income was $2.8 million, or $0.16 per diluted share, compared with non-GAAP net income of $6.1 million, or $0.38 per diluted share in the second quarter 2015, and non-GAAP net loss of $0.6 million, or $0.04 per basic share in the first quarter of 2016. |
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 2016 Business Outlook (+)
For the third quarter of 2016, the company currently expects:
| · | Revenue in the range of $56 million to $59 million. |
| · | Non-GAAP gross margin in the range of 30.5% to 32%. |
| · | Non-GAAP net income in the range of $2.9 million to $3.8 million, and non-GAAP fully diluted earnings per share in the range of $0.16 to $0.21 using approximately 18.0 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.
| 1 |
Conference Call Information
Applied Optoelectronics will host a conference call today, Aug. 4, 2016 at 4:30 p.m. Eastern time / 3:30 p.m. Central time for analysts and investors to discuss its second quarter results and outlook for its third quarter of 2016. Open to the public, investors may access the call by dialing (412) 317-6789. 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 (412) 317-0088 and entering passcode 10089194.
Forward-Looking Information
This press release contains forward-looking statements. 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: 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, CATV or FTTH markets; changes in the world economy (particularly in the United States and China); 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. 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. 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," "believe," "predicts," "think," "objectives," "optimistic," "new," "goal," "strategy," "potential," "is likely," "will," "expect," "plan" "project," "permit" or by other similar expressions that convey uncertainty of future events or outcomes. 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.
Non-GAAP Financial Measures
We provide non-GAAP gross margin, non-GAAP operating income (loss), non-GAAP net income (loss), non-GAAP earnings per share, and other non-GAAP measures like Adjusted EBITDA to eliminate the impact of items that we do not consider indicative of our overall operating performance. To arrive at our non-GAAP gross profit, we exclude stock-based compensation expense and non-recurring expenses, if any, from our GAAP gross profit. To arrive at our non-GAAP income (loss) from operations, we exclude all amortization of intangible assets, stock-based compensation expense and non-recurring expenses, if any, from our GAAP net income (loss) from operations. Included in our non-recurring expenses for the periods from 1Q16 to 2Q16 are certain consulting fees, items related to the relocation of our plant in Texas, and realized loss on the maturity of foreign currency investment. To arrive at Adjusted EBITDA, we exclude these same items and, additionally, exclude asset impairment charges, loss (gain) from disposal of idle assets, unrealized exchange loss (gain), interest (income) expense, on a net basis, provision for (benefit from) income taxes and depreciation expense, from our GAAP net income (loss). Our non-GAAP earnings per share is calculated by dividing our non-GAAP net income by the fully diluted share count. We believe that our non-GAAP measures are useful to investors in evaluating our operating performance for the following reasons:
| 2 |
| · | We believe that elimination of items such as stock-based compensation expense, non-recurring expenses, amortization and tax is appropriate because treatment of these items may vary for reasons unrelated to our overall operating performance; |
| · | 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 to evaluate our overall operating performance. |
Adjusted EBITDA and other non-GAAP measures should not be considered as an alternative to gross profit, income (loss) from operations, net income (loss) or any other measure of financial performance calculated and presented in accordance with GAAP. Our Adjusted EBITDA and other non-GAAP measures may not be comparable to similarly titled measures of other organizations because other organizations may not calculate Adjusted EBITDA or 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 accessible 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.
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 internet datacenter, CATV broadband and fiber-to-the-home markets. AOI supplies optical networking lasers, components and equipment to tier-1 customers in all three 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
Maria Riley & Chelsea Lish
+1-415-217-7722
ir@ao-inc.com
| 3 |
Applied Optoelectronics, Inc.
Preliminary Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
| June 30, 2016 | December 31, 2015 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash, Cash Equivalents and Short term investments | $ | 47,268 | $ | 40,679 | ||||
| Accounts Receivable, Net | 41,536 | 38,775 | ||||||
| Inventories | 59,833 | 66,238 | ||||||
| Other Receivables | 2,069 | 4,121 | ||||||
| Prepaid Expenses and Other Current Assets | 3,005 | 4,115 | ||||||
| Total Current Assets | 153,711 | 153,928 | ||||||
| Property, Plant And Equipment, Net | 136,828 | 109,699 | ||||||
| Land Use Rights, Net | 825 | 854 | ||||||
| Intangible Assets, net | 3,962 | 3,900 | ||||||
| Other Assets | 6,040 | 5,094 | ||||||
| TOTAL ASSETS | $ | 301,366 | $ | 273,475 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts Payable | $ | 33,130 | $ | 28,668 | ||||
| Accrued Expenses | 13,762 | 11,506 | ||||||
| Banker's Acceptance Payable | 2,435 | 2,998 | ||||||
| Bank Loan-Short Term | 21,525 | 27,316 | ||||||
| Current Portion of Long Term Debt | 7,303 | 3,592 | ||||||
| Total Current Liabilities | 78,155 | 74,080 | ||||||
| Notes Payable and Long Term Debt | 56,040 | 33,997 | ||||||
| Other Long Term Liability | – | – | ||||||
| TOTAL LIABILITIES | 134,195 | 108,077 | ||||||
| STOCKHOLDERS' EQUITY | ||||||||
| Total Preferred Stock | – | – | ||||||
| Common Stock | 17 | 17 | ||||||
| Additional Paid-in Capital | 235,338 | 233,336 | ||||||
| Cumulative Translation Adjustment | 790 | 292 | ||||||
| Accumulated Deficit | (68,974 | ) | (68,247 | ) | ||||
| TOTAL STOCKHOLDERS' EQUITY | 167,171 | 165,398 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 301,366 | $ | 273,475 | ||||
| 4 |
Applied Optoelectronics, Inc.
Preliminary Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
| Three Months Ended Jun 30, | Six Months Ended Jun 30, | |||||||||||||||
| Revenue | 2016 | 2015 | 2016 | 2015 | ||||||||||||
| CATV | $ | 9,521 | $ | 16,428 | $ | 17,252 | $ | 28,442 | ||||||||
| Datacenter | 41,280 | 29,610 | 80,260 | 45,926 | ||||||||||||
| FTTH | 436 | 1,287 | 857 | 1,409 | ||||||||||||
| Other | 4,017 | 2,307 | 7,307 | 4,089 | ||||||||||||
| Total Revenue | 55,254 | 49,632 | 105,676 | 79,866 | ||||||||||||
| Total Cost of Goods Sold | 37,952 | 32,901 | 74,121 | 53,084 | ||||||||||||
| Total Gross Profit | 17,302 | 16,731 | 31,555 | 26,782 | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Research & Development | 7,814 | 4,701 | 16,210 | 9,506 | ||||||||||||
| Sales and Marketing | 1,610 | 1,607 | 3,290 | 3,166 | ||||||||||||
| General and administrative | 5,906 | 4,534 | 11,639 | 9,537 | ||||||||||||
| Total Operating Expenses | 15,330 | 10,842 | 31,139 | 22,209 | ||||||||||||
| Operating Income (Loss) | 1,972 | 5,889 | 416 | 4,573 | ||||||||||||
| Other Income (Expense): | ||||||||||||||||
| Interest Income | 65 | 80 | 166 | 154 | ||||||||||||
| Interest Expense | (450 | ) | (300 | ) | (851 | ) | (425 | ) | ||||||||
| Other Income (Expense) | (55 | ) | (132 | ) | (53 | ) | 198 | |||||||||
| Foreign Exchange Gain (Loss) | (877 | ) | 687 | (545 | ) | 1,049 | ||||||||||
| Total Other Income (Expense): | (1,317 | ) | 335 | (1,283 | ) | 976 | ||||||||||
| Net Income (Loss) before Income Taxes | 655 | 6,224 | (867 | ) | 5,549 | |||||||||||
| Income Tax Benefit (Expense) | (52 | ) | (135 | ) | 140 | (135 | ) | |||||||||
| Net Income (Loss) | 603 | 6,089 | (727 | ) | 5,414 | |||||||||||
| Net income (loss) per share attributable to common stockholders | ||||||||||||||||
| basic | $ | 0.04 | $ | 0.41 | $ | (0.04 | ) | $ | 0.36 | |||||||
| diluted | $ | 0.03 | $ | 0.38 | $ | (0.04 | ) | $ | 0.34 | |||||||
| Weighted-average shares used to compute net income(loss) per share attributable to common stockholders | ||||||||||||||||
| basic | 17,091 | 14,936 | 17,011 | 14,891 | ||||||||||||
| diluted | 17,455 | 15,872 | 17,011 | 16,015 | ||||||||||||
| 5 |
Applied Optoelectronics, Inc.
Reconciliation of Statements of Operations under GAAP and Non-GAAP
(In thousands)
(Unaudited)
| Three Months Ended Jun 30, | Six Months Ended Jun 30, | |||||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| GAAP total gross profit | $ | 17,302 | $ | 16,731 | $ | 31,555 | $ | 26,782 | ||||||||
| Share-based compensation expense | 50 | 19 | 87 | 35 | ||||||||||||
| Non-GAAP income from gross profit | 17,352 | 16,750 | 31,642 | 26,817 | ||||||||||||
| GAAP research and development expense | 7,814 | 4,701 | 16,210 | 9,506 | ||||||||||||
| Share-based compensation expense | 154 | 57 | 272 | 111 | ||||||||||||
| Non-GAAP research and development expense | 7,660 | 4,644 | 15,938 | 9,395 | ||||||||||||
| GAAP sales and marketing expense | 1,610 | 1,607 | 3,290 | 3,166 | ||||||||||||
| Share-based compensation expense | 95 | 54 | 168 | 104 | ||||||||||||
| Non-GAAP sales and marketing expense | 1,515 | 1,553 | 3,122 | 3,062 | ||||||||||||
| GAAP general and administrative expense | 5,906 | 4,534 | 11,639 | 9,537 | ||||||||||||
| Share-based compensation expense | 676 | 404 | 1,256 | 800 | ||||||||||||
| Amortization expense | 112 | 102 | 222 | 202 | ||||||||||||
| Non-recurring expense | 415 | 54 | 588 | 435 | ||||||||||||
| Non-GAAP general and administrative expense | 4,703 | 3,974 | 9,573 | 8,100 | ||||||||||||
| GAAP total operating expense | 15,330 | 10,842 | 31,139 | 22,209 | ||||||||||||
| Share-based compensation expense | 925 | 515 | 1,696 | 1,015 | ||||||||||||
| Amortization expense | 112 | 102 | 222 | 202 | ||||||||||||
| Non-recurring expense | 415 | 54 | 588 | 435 | ||||||||||||
| Non-GAAP total operating expense | 13,878 | 10,171 | 28,633 | 20,557 | ||||||||||||
| GAAP operating income | 1,972 | 5,889 | 416 | 4,573 | ||||||||||||
| Share-based compensation expense | 975 | 534 | 1,783 | 1,050 | ||||||||||||
| Amortization expense | 112 | 102 | 222 | 202 | ||||||||||||
| Non-recurring expense | 415 | 54 | 588 | 435 | ||||||||||||
| Non-GAAP operating income | 3,474 | 6,579 | 3,009 | 6,260 | ||||||||||||
| GAAP other income (loss) | (1,317 | ) | 335 | (1,283 | ) | 976 | ||||||||||
| Loss (gain) from disposal of idle assets | 40 | 0 | 40 | 0 | ||||||||||||
| Unrealized exchange loss (gain) | 42 | (848 | ) | (368 | ) | (892 | ) | |||||||||
| Non-recurring expense | 642 | 153 | 642 | 153 | ||||||||||||
| Non-GAAP other income (loss) | (593 | ) | (360 | ) | (969 | ) | 237 | |||||||||
| GAAP net income (loss) | 603 | 6,089 | (727 | ) | 5,414 | |||||||||||
| Amortization of intangible assets | 112 | 102 | 222 | 202 | ||||||||||||
| Share-based compensation expense | 975 | 534 | 1,783 | 1,050 | ||||||||||||
| Non-recurring charges | 1,057 | 207 | 1,230 | 588 | ||||||||||||
| Loss (gain) from disposal of idle assets | 40 | 0 | 40 | 0 | ||||||||||||
| Unrealized exchange loss (gain) | 42 | (848 | ) | (368 | ) | (892 | ) | |||||||||
| Non-GAAP net income | 2,829 | 6,084 | 2,180 | 6,362 | ||||||||||||
| GAAP net income (loss) | 603 | 6,089 | (727 | ) | 5,414 | |||||||||||
| Amortization of intangible assets | 112 | 102 | 222 | 202 | ||||||||||||
| Share-based compensation expense | 975 | 534 | 1,783 | 1,050 | ||||||||||||
| Depreciation expense | 3,172 | 2,176 | 6,019 | 4,111 | ||||||||||||
| Non-recurring charges | 1,057 | 207 | 1,230 | 588 | ||||||||||||
| Loss (gain) from disposal of idle assets | 40 | 0 | 40 | 0 | ||||||||||||
| Unrealized exchange loss (gain) | 42 | (848 | ) | (368 | ) | (892 | ) | |||||||||
| Interest (income) expense, net | 385 | 220 | 685 | 271 | ||||||||||||
| Taxes related to the above | 52 | 135 | (140 | ) | 135 | |||||||||||
| Adjusted EBITDA | $ | 6,438 | $ | 8,615 | $ | 8,744 | $ | 10,879 | ||||||||
| 6 |