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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): February 22, 2024

 

 

 

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, Texas 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 (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. o On February 22, 2024 Applied Optoelectronics, Inc. (the “Company”) issued a press release regarding the Company’s financial results for the fourth quarter ended December 31, 2023. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K.

 

 

 

 

 

     

 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

 

 

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 February 22, 2024, 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, as amended, 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
  Name: STEFAN J. MURRY
  Title:

Chief Financial Officer

February 22, 2024    
     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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EX-99.1 2 aaoi_ex9901.htm PRESS RELEASE

Exhibit 99.1

 

 

Applied Optoelectronics Reports Fourth Quarter and Full Year 2023 Results

 

Sugar Land, Texas, February 22, 2024 – 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 fourth quarter and full year ended December 31, 2023.

 

“We’re pleased by the continued progress we have made in improving our gross margin, which combined with expense management, allowed us to generate a small non-GAAP net income in the fourth quarter for the first time in many years,” said Dr. Thompson Lin, Applied Optoelectronics Inc. Founder, President and Chief Executive Officer. “While our fourth quarter revenue came in below our expectations, our gross margin outperformed our projections, and we generated non-GAAP EPS at the high end of our guidance range. Looking ahead, we expect to see some revenue decline in Q1 due to the Lunar New Year combined with some price reductions, with substantial improvement expected in Q2.”

 

Fourth Quarter 2023 Financial Summary

 

· GAAP revenue was $60.5 million, compared $61.6 million in the fourth quarter of 2022 and $62.5 million in the third quarter of 2023.

 

· GAAP gross margin was 35.7%, compared with 10.1% in the fourth quarter of 2022 and 32.3% in the third quarter of 2023. Non-GAAP gross margin was 36.4%, compared with 21.4% in the fourth quarter of 2022 and 32.5% in the third quarter of 2023.

 

· GAAP net loss was $13.9 million, or $0.38 per basic share, compared with net loss of $20.3 million, or $0.71 per basic share in the fourth quarter of 2022, and a net loss of $9.0 million, or $0.27 per basic share in the third quarter of 2023.

 

· Non-GAAP net income was $1.6 million, or $0.04 per diluted share, compared with non-GAAP net loss of $5.4 million, or $0.19 per basic share in the fourth quarter of 2022, and a non-GAAP net loss of $1.7 million, or $0.05 per basic share in the third quarter of 2023.

 

Full Year 2023 Financial Summary

 

· GAAP revenue was $217.6 million, compared with $222.8 million in 2022.

 

· GAAP gross margin was 27.1%, compared with 15.1% in 2022. Non-GAAP gross margin was 29.8% compared to 18.5% in 2022.

 

· GAAP net loss was $56.0 million, or $1.75 per basic share, compared with net loss of $66.4 million, or $2.38 per basic share in 2022.

 

· Non-GAAP net loss was $13.3 million, or $0.42 per basic share, compared with non-GAAP net loss of $28.0 million, or $1.01 per basic share in 2022.

 

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.

 

First Quarter 2024 Business Outlook (+)

 

For first quarter of 2024, the company currently expects:

 

· Revenue in the range of $41 million to $46 million.
     
· Non-GAAP gross margin in the range of 21% to 23%.
     
· Non-GAAP net profit in the range of a loss of $18.9 million to a loss of $20.8 million, and non-GAAP earnings per share in the range of a loss of $0.28 to loss of $0.33 using approximately 38.4 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 today, February 22, 2024 to discuss its fourth quarter and full year 2023 financial results and outlook for its first quarter 2024 at 4:30 p.m. Eastern time / 3:30 p.m. Central time. This call will be open to the public, and 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 8106099.

 

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 first quarter of 2024. 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 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. 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), adjusted EBITDA, 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 Q4 2023, Q4 2022 and Q3 2023 are certain non-recurring expenses related to pandemic events (if any), non-recurring tax expenses or benefits (if any), certain non-recurring legal expenses associated with litigation and certain legal and advisory expenses associated with the termination of the purchase agreement with Yuhan Optoelectronic Technology (Shanghai) Co., Ltd and employee severance expenses (if any). Also included in our non-recurring expenses in Q4 2023, but not in Q4 2022 or Q3 2023 are bank fees associated with early repayment of bank loans and non-cash loss on extinguishment of convertible notes. 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 adjusted EBITDA is calculated by excluding depreciation expense, non-GAAP tax benefit (expense), and interest (income) expense from our non-GAAP net income (loss). 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 Q4 2023 and FY 2023 to our non-GAAP net income (loss) and earnings (loss) per share is provided below, together with corresponding reconciliations for Q4 2022 and FY 2022. A reconciliation of our GAAP net income (loss) and GAAP earnings (loss) per share for Q3 2023 to our non-GAAP net income (loss) and earnings (loss) per share was provided in our Q3 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 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.

 

# # #

 

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)

 

    December 31, 2023     December 31, 2022  
ASSETS                
CURRENT ASSETS                
Cash, Cash Equivalents and Restricted Cash   $ 55,097     $ 35,587  
Accounts Receivable, Net     48,071       61,175  
Notes receivable     219       339  
Inventories     63,866       79,679  
Prepaid Income Tax     3        
Prepaid Expenses and Other Current Assets     5,349       6,384  
Total Current Assets     172,605       183,164  
                 
Property, Plant And Equipment, Net     200,317       210,184  
Land Use Rights, Net     5,030       5,238  
Operating Right of Use Asset     5,026       5,566  
Financing Right of Use Asset           26  
Intangible Assets, Net     3,628       3,699  
Other Assets     2,580       386  
TOTAL ASSETS   $ 389,186     $ 408,263  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY                
                 
CURRENT LIABILITIES                
Accounts Payable   $ 32,892     $ 47,845  
Bank Acceptance Payable     15,482       12,337  
Accrued Expenses     18,549       17,222  
Deferred Revenue     1,803       3,000  
Current Lease Liability-Operating     1,149       1,041  
Current Lease Liability-Financing           63  
Current Portion of Notes Payable and Long Term Debt     23,197       57,074  
Current Portion of Convertible Debt     286        
Total Current Liabilities     93,358       138,582  
                 
Convertible Senior Notes     76,233       79,506  
Other Long-Term Liabilities     4,726       5,505  
TOTAL LIABILITIES     174,317       223,593  
                 
STOCKHOLDERS' EQUITY                
Total Preferred Stock                
Common Stock     38       29  
Additional Paid-in Capital     478,972       391,526  
Cumulative Translation Adjustment     975       2,183  
Retained Earnings     (265,116 )     (209,068 )
TOTAL STOCKHOLDERS' EQUITY     214,869       184,670  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 389,186     $ 408,263  

 

 

 

 

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Applied Optoelectronics, Inc.

Preliminary Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

 

    Three Months Ended
December 31,
    Twelve Months Ended
December 31,
 
    2023     2022     2023     2022  
Revenue                                
CATV   $ 12,551     $ 38,216     $ 59,942     $ 118,169  
Datacenter     44,481       16,485       141,213       77,094  
Telecom     2,818       6,365       13,831       24,727  
FTTH           4       56       129  
Other     603       514       2,604       2,699  
Total Revenue   $ 60,453     $ 61,584     $ 217,646     $ 222,818  
                                 
Total Cost of Goods Sold   $ 38,849     $ 55,359     $ 158,725     $ 189,191  
                                 
Total Gross Profit   $ 21,604     $ 6,225     $ 58,921     $ 33,627  
                                 
Operating Expenses:                                
Research and Development   $ 9,341     $ 9,224     $ 35,975     $ 36,244  
Sales and Marketing     3,438       2,616       11,069       9,723  
General and Administrative     13,356       12,749       53,226       46,658  
Total Operating Expenses   $ 26,135     $ 24,589     $ 100,270     $ 92,625  
                                 
Operating Loss   $ (4,531 )   $ (18,364 )   $ (41,349 )   $ (58,998 )
                                 
Other Income (Expense):                                
Interest Income   $ 475     $ 36     $ 609     $ 126  
Interest Expense     (3,127 )     (1,888 )     (9,428 )     (6,319 )
Other Income (Expense), net     (6,674 )     (34 )     (5,871 )     (1,205 )
Total Other Income (Expense):   $ (9,326 )   $ (1,886 )   $ (14,690 )   $ (7,398 )
                                 
Net loss before Income Taxes   $ (13,857 )   $ (20,250 )   $ (56,039 )   $ (66,396 )
                                 
Income Tax Expense     (1 )     (1 )     (9 )     (1 )
                                 
Net loss   $ (13,858 )   $ (20,251 )   $ (56,048 )   $ (66,397 )
                                 
Net loss per share attributable to common stockholders                                
Basic   $ (0.38 )   $ (0.71 )   $ (1.75 )   $ (2.38 )
Diluted   $ (0.38 )   $ (0.71 )   $ (1.75 )   $ (2.38 )
                                 
Weighted-average shares used to compute net loss per share attributable to common stockholders                                
Basic     36,549       28,460       31,944       27,846  
Diluted     36,549       28,460       31,944       27,846  

 

 

 

 

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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
December 31,
    Twelve Months Ended
December 31,
 
    2023     2022     2023     2022  
GAAP revenue   $ 60,453     $ 61,584     $ 217,646     $ 222,818  
Non-recurring customer credit                        
Non-GAAP revenue   $ 60,453     $ 61,584     $ 217,646     $ 222,818  
                                 
GAAP total gross profit (a)   $ 21,604     $ 6,225     $ 58,921     $ 33,627  
Share-based compensation expense     131       118       524       489  
Non-recurring expense           5             261  
Expenses associated with discontinued products     275       6,802       5,520       6,858  
Non-GAAP total gross profit (a)   $ 22,010     $ 13,150     $ 64,965     $ 41,235  
                                 
GAAP net loss   $ (13,858 )   $ (20,251 )   $ (56,048 )   $ (66,397 )
Share-based compensation expense     3,297       2,357       11,885       9,602  
Expenses associated with discontinued products     274       6,802       5,519       6,859  
Non-cash expenses associated with discontinued products     816       1,147       3,990       4,625  
Amortization of intangible assets     171       157       659       616  
Non-recurring (income) expense     9,603       15       11,907       233  
Unrealized exchange loss (gain)     (635 )     (434 )     (1,387 )     1,809  
Non-GAAP tax benefit     1,908       4,793       10,146       14,638  
Non-GAAP net loss   $ 1,576     $ (5,414 )   $ (13,329 )   $ (28,015 )
                                 
GAAP net loss   $ (13,858 )   $ (20,251 )   $ (56,048 )   $ (66,397 )
Share-based compensation expense     3,297       2,358       11,885     $ 9,602  
Expenses associated with discontinued products     274       6,802       5,519     $ 6,859  
Non-cash expenses associated with discontinued products     816       1,147       3,990     $ 4,625  
Amortization of intangible assets     171       158       659     $ 616  
Non-recurring expense (income)     9,603       14       11,907     $ 233  
Unrealized exchange loss (gain)     (635 )     (434 )     (1,387 )   $ 1,809  
Tax (benefit) expense related to the above           (1 )     8       (1 )
Depreciation expense     3,894       4,200       15,730     $ 17,960  
Interest (income) expense, net     1,206       1,852       7,373     $ 6,191  
Adjusted EBITDA   $ 4,768     $ (4,155 )   $ (364 )   $ (18,503 )
                                 
GAAP diluted net loss per share   $ (0.31 )   $ (0.71 )   $ (1.75 )   $ (2.38 )
Share-based compensation expense     0.07       0.08       0.37       0.34  
Expenses associated with discontinued products     0.01       0.24       0.17       0.24  
Non-cash expenses associated with discontinued products     0.02       0.04       0.12       0.17  
Amortization of intangible assets     0.01       0.01       0.02       0.02  
Non-recurring (income) expense     0.21             0.37       0.01  
Unrealized exchange loss (gain)     (0.01 )     (0.02 )     (0.04 )     0.07  
Non-GAAP tax benefit     0.04       0.17       0.32       0.53  
Non-GAAP diluted net gain/(loss) per share   $ 0.04     $ (0.19 )     (0.42 )     (1.01 )
                                 
Shares used to compute diluted loss per share     44,778       28,460       31,944       27,846  
Shares used to compute diluted earnings per share     44,778       28,460       31,944       27,846  

 

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

 

 

 

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