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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): November 6, 2025

 

 

 

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 November 6, 2025 Applied Optoelectronics, Inc. (the “Company”) issued a press release regarding the Company’s financial results for the third quarter ended September 30, 2025. 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 Number Description
   
99.1 Press release dated November 6, 2025, 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.

 

Date: November 6, 2025 Applied Optoelectronics, Inc.  
       
       
  By: /s/STEFAN J. MURRY  
   

STEFAN J. MURRY

 
  Chief Financial Officer  

 

 

 

 

 

 

 

 

 

 

 

 

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EX-99.1 2 aaoi_ex9901.htm PRESS RELEASE

Exhibit 99.1

 

 

Applied Optoelectronics Reports Third Quarter 2025 Results

 

Sugar Land, Texas, November 6, 2025 – Applied Optoelectronics, Inc. (NASDAQ: AAOI) (“AOI”), a leading provider of advanced optical and HFC networking products that power the internet, today announced financial results for its third quarter ended September 30, 2025.

 

“We successfully delivered revenue, gross margin, and non-GAAP EPS in line with our expectations,” said Dr. Thompson Lin, AOI’s Founder, President and Chief Executive Officer. “We continued to see strong demand in our CATV business, driven by the continued ramp in orders for our 1.8 GHz amplifier products. We believe that the appeal of our amplifiers and QuantumLinkTM software is broad-based, which was evident by the continued momentum we saw with our largest customer as well as new customers during the quarter, and which led to the highest quarterly CATV revenue in our Company’s history. We continued to make progress on securing 800G product qualification. We are nearing what we believe are the final stages of 800G product qualification with several customers, and we continue to believe that we will produce meaningful shipments of 800G products in the fourth quarter.”

 

“We continue to demonstrate steady revenue growth and are pleased by the continued progress we have made in improving our gross margin,” said Dr. Stefan Murry, AOI’s Chief Financial Officer and Chief Strategy Officer. “Exceptionally strong demand in our CATV business more than offset our datacenter revenue, which came in a touch below our expectations, largely due to the timing of certain shipments at quarter end due to various shipping and receiving delays. We continued to make progress on increasing our production capacity in both our U.S. and Taiwan locations, and believe that our U.S. factory will be the largest U.S. domestic production facility for high-speed, AI-focused datacenter transceivers. We expect to exit this year with a production capacity of around 100,000 units of 800G transceivers per month, with about 35% of this production being done in the U.S.”

 

Third Quarter 2025 Financial Summary

 

· GAAP revenue was $118.6 million, compared with $65.2 million in the third quarter of 2024 and $103.0 million in the second quarter of 2025.
     
· GAAP gross margin was 28.0%, compared with 24.4% in the third quarter of 2024 and 30.3% in the second quarter of 2025. Non-GAAP gross margin was 31.0%, compared with 25.0% in the third quarter of 2024 and 30.4% in the second quarter of 2025.
     
· GAAP net loss was $17.9 million, or $0.28 per basic share, compared with net loss of $17.8 million, or $0.42 per basic share in the third quarter of 2024, and a net loss of $9.1 million, or $0.16 per basic share in the second quarter of 2025.
     
· Non-GAAP net loss was $5.4 million, or $0.09 per basic share, compared with non-GAAP net loss of $8.8 million, or $0.21 per basic share in the third quarter of 2024, and a non-GAAP net loss of $8.8 million, or $0.16 per basic share in the second quarter of 2025.

 

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.

 

 

 

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Fourth Quarter 2025 Business Outlook (+)

 

For fourth quarter of 2025, the company currently expects:

 

· Revenue in the range of $125 million to $140 million.
· Non-GAAP gross margin in the range of 29% to 31%.
· Non-GAAP net income in the range of a loss of $9.0 million to a loss of $2.8 million, and non-GAAP income per share in the range of a loss of $0.13 to a loss of $0.04 using approximately 70.3 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.

 

Conference Call Information

 

The company will host a conference call and webcast for analysts and investors today, November 6th, 2025 to discuss its third quarter 2025 financial results and outlook for its fourth quarter 2025 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 8050941.

 

 

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 fourth quarter of 2025. 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: 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, 2024 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. 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), non-GAAP earnings per share, and non-GAAP 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 margin, we exclude stock-based compensation and related expenses, 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 losses from the disposal of idle assets, if any, from our GAAP net income (loss). Included in our non-recurring expenses in Q3 2025 and Q3 2024 are employee severance expenses (if any), legal expenses associated with litigation and certain legal and advisory expenses associated with purchase termination or patent protection (if any). Also included in our non-recurring expenses in Q3 2024, but not in Q3 2025, is management's estimate on the loss of aged account receivables. Moreover, in our non-recurring expenses in Q3 2025, but not in Q3, 2024, there is an early termination of factory lease related cost incurred. 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 Adjusted EBITDA is calculated by excluding depreciation expense, non-GAAP tax benefit (expense), and interest (income) expense, as well as the items excluded from non-GAAP net income (loss), from our GAAP net 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), GAAP total gross profit, GAAP earnings (loss), and GAAP earnings (loss) per share for Q3 2025 and first three quarters of 2025 to our non-GAAP net income (loss), non-GAAP total gross profit, Adjusted EBITDA, and earnings (loss) per share, respectively, is provided below, together with corresponding reconciliations for Q3 2024 and first three quarters of 2024.

 

Non-GAAP measures should not be considered as an alternative to gross profit, 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, loss (gain) from disposal of idle assets, and changes in the fair value of our convertible notes. 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 and HFC networking products that are the building blocks for AI datacenters, CATV and broadband fiber access networks around the world. AOI supplies this critical infrastructure to tier-one customers across cloud computing, CATV broadband, telecom, and FTTH markets. The company has R&D facilities in Atlanta, GA, and engineering and manufacturing facilities at its corporate headquarters in Sugar Land, TX, as well as in Taipei, Taiwan and Ningbo, China. For additional information, visit www.ao-inc.com.

 

 

The Blueshirt Group, Investor Relations

Lindsay Savarese

+1-212-331-8417

ir@ao-inc.com

 

 

 

 

 

 

 

 

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Applied Optoelectronics, Inc.

Preliminary Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

 

    September 30, 2025     December 31, 2024  
ASSETS                
CURRENT ASSETS                
Cash, Cash Equivalents and Restricted Cash   $ 150,717     $ 79,133  
Accounts Receivable, Net     224,028       116,801  
Inventories     170,214       88,135  
Prepaid Expenses and Other Current Assets     30,353       17,199  
Total Current Assets     575,312       301,268  
                 
Property, Plant And Equipment, Net     310,303       219,235  
Land Use Rights, Net     4,804       4,837  
Operating Right of Use Asset     42,048       9,646  
Intangible Assets, Net     3,640       3,680  
Other Assets     42,421       8,366  
TOTAL ASSETS   $ 978,528     $ 547,032  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY                
CURRENT LIABILITIES                
Accounts Payable   $ 150,145     $ 104,969  
Bank Acceptance Payable     34,046       19,259  
Accrued Expenses     34,135       22,091  
Current Lease Liability-Operating     2,838       1,380  
Current Portion of Notes Payable and Long Term Debt     27,978       22,370  
Total Current Liabilities     249,142       170,069  
Convertible Senior Notes     130,120       134,497  
Other Long-Term Liabilities     40,181       13,354  
TOTAL LIABILITIES     419,443       317,920  
                 
STOCKHOLDERS' EQUITY                
Common Stock     68       49  
Additional Paid-in Capital     1,045,986       683,462  
Cumulative Translation Adjustment     1,088       (2,548 )
Retained Earnings     (488,057 )     (451,851 )
TOTAL STOCKHOLDERS' EQUITY     559,085       229,112  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 978,528     $ 547,032  

 

 

 

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Applied Optoelectronics, Inc.

Preliminary Condensed Consolidated Statements of Operations

(In thousands)

(Unaudited)

 

 

    Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
    2025     2024     2025     2024  
Revenue                                
CATV   $ 70,602     $ 20,947     $ 191,122     $ 35,501  
Datacenter     43,935       40,945       120,775       104,283  
Telecom     3,742       2,798       8,618       7,445  
Other     351       461       926       1,865  
Total Revenue     118,630       65,151       321,441       149,094  
                                 
Total Cost of Goods Sold     85,367       49,234       226,472       116,023  
                                 
Total Gross Profit     33,263       15,917       94,969       33,071  
                                 
Operating Expenses:                                
Research and Development     21,265       13,428       59,687       38,218  
Sales and Marketing     9,871       4,796       23,363       14,503  
General and Administrative     20,314       14,240       55,020       44,786  
Total Operating Expenses     51,450       32,464       138,070       97,507  
                                 
Operating Loss     (18,187 )     (16,547 )     (43,101 )     (64,436 )
                                 
Other Income (Expense):                                
Interest Income     451       156       961       509  
Interest Expense     (902 )     (1,702 )     (2,653 )     (5,072 )
Other Income (Expense), net     702       336       8,587       1,957  
Total Other Income (Expense):     251       (1,210 )     6,895       (2,606 )
                                 
Net loss before Income Taxes     (17,936 )     (17,757 )     (36,206 )     (67,042 )
Income Tax Expense                        
Net loss   $ (17,936 )   $ (17,757 )   $ (36,206 )   $ (67,042 )
                                 
Net loss per share attributable to common stockholders                                
basic   $ (0.28 )   $ (0.42 )   $ (0.64 )   $ (1.68 )
diluted   $ (0.28 )   $ (0.42 )   $ (0.64 )   $ (1.68 )
                                 
Weighted-average shares used to compute net loss per share attributable to common stockholders                                
basic     63,329       42,312       56,762       40,021  
diluted     63,329       42,312       56,762       40,021  

 

 

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Applied Optoelectronics, Inc.

Reconciliation of Statements of Operations under GAAP and Non-GAAP

(In thousands)

(Unaudited)

 

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2025     2024     2025     2024  
GAAP total gross profit (a)   $ 33,263     $ 15,917     $ 94,969     $ 33,071  
Share-based compensation expense     87       116       264       355  
Non-recurring expense     7       29       48       66  
Expenses associated with discontinued products     3,372       202       3,372       202  
Non-GAAP total gross profit (a)   $ 36,729     $ 16,264     $ 98,653     $ 33,694  
                                 
GAAP net loss   $ (17,936 )   $ (17,757 )   $ (36,206 )   $ (67,042 )
Share-based compensation expense     3,116       2,943       8,842       11,841  
Expenses associated with discontinued products     3,372       202       3,372       202  
Non-cash expenses associated with discontinued products     1,106       1,074       3,225       3,163  
Amortization of intangible assets     113       102       330       332  
Non-recurring (income) expense     86       409       1,340       2,507  
Unrealized exchange loss (gain)     5,550       (260 )     490       16  
Tax (benefit) expense related to the above     (806 )     4,505       3,519       17,311  
Non-GAAP net loss   $ (5,399 )   $ (8,782 )   $ (15,088 )   $ (31,670 )
                                 
GAAP net loss   $ (17,936 )   $ (17,757 )   $ (36,206 )   $ (67,042 )
Share-based compensation expense     3,116       2,943       8,842       11,841  
Expenses associated with discontinued products     3,372       202       3,372       202  
Non-cash expenses associated with discontinued products     1,106       1,074       3,225       3,163  
Amortization of intangible assets     113       102       330       332  
Non-recurring expense (income)     85       409       1,341       2,507  
Unrealized exchange loss (gain)     5,550       (260 )     490       16  
Depreciation expense     6,148       4,055       15,936       11,798  
Interest (income) expense, net     451       1,547       1,692       4,563  
Adjusted EBITDA   $ 2,005     $ (7,685 )   $ (978 )   $ (32,620 )
                                 
GAAP diluted net loss per share   $ (0.28 )   $ (0.42 )   $ (0.64 )   $ (1.68 )
Share-based compensation expense     0.05       0.07       0.16       0.30  
Expenses associated with discontinued products     0.05             0.06       0.01  
Non-cash expenses associated with discontinued products     0.02       0.03       0.06       0.08  
Amortization of intangible assets                       0.01  
Non-recurring (income) expense           0.01       0.02       0.06  
Unrealized exchange loss (gain)     0.08       (0.01 )     0.01        
Non-GAAP tax benefit     (0.01 )     0.11       0.06       0.43  
Non-GAAP diluted net loss per share   $ (0.09 )   $ (0.21 )   $ (0.27 )   $ (0.79 )
                                 
Shares used to compute diluted loss per share     63,329       42,312       56,762       40,021  
Shares used to compute diluted earnings per share     63,329       42,312       56,762       40,021  

 

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

 

 

 

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