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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): May 5, 2022

 

Applied Optoelectronics, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware 001-36083 76-0533927
(State of 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))

 

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

 

Title of each class Trading Symbol(s) 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 May 5, 2022 Applied Optoelectronics, Inc. (the “Company”) issued a press release regarding the Company’s financial results for the first quarter ended March 31, 2022. 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

 

99.1

Press release dated May 5, 2022, issued by Applied Optoelectronics, Inc., filed herewith.

   
104 Cover Page Interactive File (the cover page tags are 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
Date: May 5, 2022        Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 99.1

 

 

 

Applied Optoelectronics Reports First Quarter 2022 Results

 

Selected as a supplier of 400G products by a major hyperscale datacenter customer

 

Sugar Land, Texas, May 5, 2022 – Applied Optoelectronics, Inc. (NASDAQ: AAOI), a leading provider of fiber-optic access network products for the internet datacenter, cable broadband, telecom and fiber-to-the-home (FTTH) markets, today announced financial results for its first quarter 2022 ended March 31, 2022.

 

“Market conditions met our expectations during the quarter and revenue, non-GAAP EPS and gross margin were all in-line with our guidance” said Dr. Thompson Lin, Applied Optoelectronics Inc. Founder, President and Chief Executive Officer. “Our CATV segment continued to deliver robust growth and we believe that this strength will continue throughout the year and into 2023. We are also pleased to report that AOI was selected by a major hyperscale datacenter customer as a vendor of several 400G datacenter transceiver products. We are excited about the customer success we are seeing with our 400G product line.”

 

First Quarter 2022 Financial Summary

 

·GAAP revenue was $52.2 million, compared $49.7 million in the first quarter of 2021 and $54.4 million in the fourth quarter of 2021.

 

·GAAP gross margin was 17.3%, compared with 21.6% in the first quarter of 2021 and 14.9% in the fourth quarter of 2021. Non-GAAP gross margin was 17.5%, compared with 24.6% in the first quarter of 2021 and 17.6% in the fourth quarter of 2021.

 

·GAAP net loss was $16.1 million, or $0.58 per basic share, compared with net loss of $15.6 million, or $0.59 per basic share in the first quarter of 2021, and a net loss of $14.5 million, or $0.54 per basic share in the fourth quarter of 2021.

 

·Non-GAAP net loss was $7.9 million, or $0.29 per basic share, compared with non-GAAP net loss of $5.5 million, or $0.21 per basic share in the first quarter of 2021, and a non-GAAP net loss of $5.5 million, or $0.20 per basic share in the fourth quarter of 2021.

 

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.

 

Second Quarter 2022 Business Outlook (+)

 

For the second quarter of 2022, the company currently expects:

 

·Revenue in the range of $56 million to $59 million.
·Non-GAAP gross margin in the range of 16.5% to 18%.
·Non-GAAP net loss in the range of $8.4 million to $9.5 million, and non-GAAP loss per share in the range of $0.30 to $0.34 using approximately 27.6 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 on May 5, 2022 to discuss its first quarter 2022 results and outlook for its second quarter of 2022 at 4:30 p.m. Eastern time / 3:30 p.m. Central time. The call can be accessed 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 be available until May 12, 2022, at 11:59 p.m. Eastern Time / 10:59 p.m. Central Time and may be accessed by dialing 877-344-7529 (domestic) or 412-317-0088 (international) and entering passcode 7356896.

 

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 second quarter of 2022. 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, 2021. 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 Q1 2022 and Q1 2021 are certain non-recurring expenses related to extreme weather and pandemic events 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 Q1 2022 to our non-GAAP net income (loss) and earnings (loss) per share is provided below, together with corresponding reconciliations for Q1 2021.

 

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.

 

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, 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.

 

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Investor Relations Contacts:

 

The Blueshirt Group, Investor Relations

Monica Gould

+1-212-871-3927

ir@ao-inc.com

 

 

 

 

 

 

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 Applied Optoelectronics, Inc.

Preliminary Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

   March 31, 2022   December 31, 2021 
         
ASSETS          
CURRENT ASSETS          
Cash, Cash Equivalents and Restricted Cash  $40,108   $41,136 
Accounts Receivable, Net   54,218    47,944 
Notes receivable   1,195    8,148 
Inventories   92,007    92,516 
Prepaid Income Tax       1 
Prepaid Expenses and Other Current Assets   5,711    4,334 
Total Current Assets   193,239    194,079 
           
Property, Plant And Equipment, Net   236,774    243,035 
Land Use Rights, Net   5,848    5,856 
Operating Right of Use Asset   6,623    7,078 
Financing Right of Use Asset   49    57 
Intangible Assets, Net   3,792    3,836 
Other Assets   428    518 
TOTAL ASSETS  $446,753   $454,459 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
           
CURRENT LIABILITIES          
Accounts Payable  $40,044   $34,402 
Accrued Expenses   13,237    15,587 
Current Lease Liability-Operating   1,046    1,062 
Current Lease Liability-Financing   19    19 
Bank Acceptance Payable   9,955    8,198 
Current Portion of Notes Payable and Long Term Debt   52,233    49,689 
Total Current Liabilities   116,534    108,957 
           
Notes Payable and Long Term Debt   5,000    5,000 
Convertible Senior Notes   78,884    78,680 
Other Long-Term Liabilities   6,758    7,252 
TOTAL LIABILITIES   207,176    199,889 
           
STOCKHOLDERS' EQUITY          
TOTAL STOCKHOLDERS' EQUITY   239,577    254,570 
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $446,753   $454,459 

 

 

 

 

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 Applied Optoelectronics, Inc.

Preliminary Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

 

   Three Months Ended
March 31,
 
Revenue  2022   2021 
 Datacenter  $21,415   $25,939 
 CATV   24,980    18,638 
 Telecom   5,265    4,479 
 FTTH   98    423 
 Other   484    222 
Total Revenue   52,242    49,701 
           
Total Cost of Goods Sold   43,217    38,982 
           
Total Gross Profit   9,025    10,719 
           
 Operating Expenses:          
 Research and Development   9,486    10,928 
 Sales and Marketing   2,558    2,960 
 General and Administrative   11,220    10,869 
Total Operating Expenses   23,264    24,757 
           
Operating Loss   (14,239)   (14,038)
           
 Other Income (Expense):          
 Interest Income   28    16 
 Interest Expense   (1,401)   (1,431)
 Other Income   73    39 
 Foreign Exchange Gain (Loss)   (523)   (208)
Total Other Expense:   (1,823)   (1,584)
           
Net loss before Income Taxes   (16,062)   (15,622)
           
Income Tax Expense   0    0 
           
Net loss   (16,062)   (15,622)
 Net loss per share attributable to common stockholders
 basic  $(0.58)  $(0.59)
 diluted  $(0.58)  $(0.59)
           
 Weighted-average shares used to compute
  net loss per share attributable to
  common stockholders
 basic   27,463    26,438 
 diluted   27,463    26,438 

 

 

 

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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
March 31,
 
   2022   2021 
GAAP total gross profit (a)  $9,025   $10,719 
Share-based compensation expense   136    201 
Non-recurring expense   0    18 
Expenses associated with discontinued products   0    1,289 
Non-GAAP total gross profit (a)   9,161    12,227 
           
GAAP net loss   (16,062)   (15,622)
Amortization of intangible assets   152    151 
Share-based compensation expense   2,472    2,519 
Non-recurring (income) expense   25    502 
Expenses associated with discontinued products   0    1,289 
Non-cash expenses associated with discontinued products   1,166    1,214 
Unrealized exchange loss (gain)   981    843 
Non-GAAP tax benefit   3,394    3,592 
Non-GAAP net loss   (7,872)   (5,512)
           
GAAP diluted net loss per share  $(0.58)  $(0.59)
Amortization of intangible assets   0.01    0.01 
Share-based compensation expense   0.09    0.10 
Non-recurring (income) expense   0.00    0.01 
Expenses associated with discontinued products       0.05 
Non-cash expenses associated with discontinued products   0.04    0.03 
Unrealized exchange loss (gain)   0.04    0.03 
Non-GAAP tax benefit   0.12    0.14 
Non-GAAP diluted net loss per share  $(0.29)  $(0.21)
           
Shares used to compute diluted loss per share   27,463    26,438 
Shares used to compute diluted earnings per share   27,463    26,438 

 

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

 

 

 

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