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 27, 2020

 

______________

 

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. ☐ 

 

 

 

  1  

 

 

 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

 

On February 27, 2020 Applied Optoelectronics, Inc. (the “Company”) issued a press release regarding the Company’s financial results for the fourth quarter ended December 31, 2019. 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 February 27, 2020, issued by Applied Optoelectronics, Inc., filed herewith.
   
104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

 

 

 

 

 

 

 

 

 

 

 

  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: February 27, 2020

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

Applied Optoelectronics Reports Fourth Quarter and Full Year 2019 Results

 

Sugar Land, Texas, February 27, 2020 – 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, 2019.

 

“We are encouraged with our financial performance in the fourth quarter, which reflects another quarter of sequential revenue growth,” said Dr. Thompson Lin, Applied Optoelectronics Inc. Founder, President and Chief Executive Officer. “We are pleased by the customer interest we are seeing for our 400G products and are delighted to announce that we recently secured our first 400G design win with a Tier 1 network equipment manufacturer. Looking ahead, while we expect a continued soft cable TV environment, coupled with typical seasonal patterns and the effects of the coronavirus, to impact our near-term results, we expect this to be partially offset by growth in our datacenter and telecom segments driven by datacenter upgrades and 5G related sales.”

 

Fourth Quarter 2019 Financial Summary

 

· Total revenue was $48.7 million, compared with $58.0 million in the fourth quarter of 2018 and $46.1 million in the third quarter of 2019.

 

· GAAP gross margin was 23.3%, compared with 18.2% in the fourth quarter of 2018 and 26.0% in the third quarter of 2019. Non-GAAP gross margin was 27.6%, compared with 24.7% in the fourth quarter of 2018 and 28.8% in the third quarter of 2019.

 

· GAAP net loss was $35.4 million, or $1.76 per basic share, compared with net loss of $8.6 million, or $0.43 per basic share in the fourth quarter of 2018, and a net loss of $8.8 million, or $0.44 per basic share in the third quarter of 2019.

 

· Non-GAAP net loss was $3.6 million, or $0.18 per basic share, compared with non-GAAP net loss of $0.5 million, or $0.02 per diluted share in the fourth quarter of 2018, and a non-GAAP net loss of $2.9 million, or $0.15 per basic share in the third quarter of 2019. Please refer to the section below on non-GAAP measures, especially regarding the treatment of deferred tax expense, for additional details.

 

Full Year 2019 Financial Summary

 

· Total revenue was $190.9 million, compared with $267.5 million in 2018.

 

· GAAP gross margin was 24.2%, compared with 32.8% in 2018. Non-GAAP gross margin was 27.2% compared to 35.5% in 2018.

 

· GAAP net loss was $66.0 million, or $3.31 per basic share, compared with net loss of $2.1 million, or $0.11 per basic share in 2018.

 

· Non-GAAP net loss was $17.1 million, or $0.86 per basic share, compared with non-GAAP net income of $20.8 million, or $1.04 per diluted share in 2018.

 

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.

 

 

 

  1  

 

 

First Quarter 2020 Business Outlook (+)

 

For the first quarter of 2020, the company currently expects:

 

· Revenue in the range of $43 million to $47 million.
· Non-GAAP gross margin in the range of 23% to 25%.
· Non-GAAP net loss in the range of $6.8 million to $8.3 million, and non-GAAP loss per share in the range of $0.34 to $0.41 using approximately 20.3 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 on February 27, 2020 to discuss its fourth quarter and full year 2019 results and outlook for its first quarter of 2020 at 4:30 p.m. Eastern time / 3:30 p.m. Central time. Open to the public, investors may access the call by dialing 844-890-1794 (domestic) or 412-717-9586 (international). A live audio webcast of the conference call along with supplemental financial information will also be accessible on the company's website at investors.ao-inc.com. Following the webcast, an archived version will be available on the website for one year. A telephonic replay of the call will be available one hour after the call and will run for five business days and may be accessed by dialing 877-344-7529 (domestic) or 412-317-0088 (international) and entering passcode 10138847.

 

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 2020. 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, 2018 and our Quarterly Reports on Form 10-Q for the periods ended March 31, 2019, June 30, 2019 and September 30, 2019. 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.

 

 

 

  2  

 

 

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 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 gain (loss), losses from the disposal of idle assets, if any, non-recurring tax expenses (benefits), and expenses associated with discontinued products, if any, from our GAAP net income (loss). Included in our non-recurring expenses in Q4 2019 and Q4 2018 are certain one-time legal (if any) and consulting fees (if any) and employee severance expenses (if any). Also included in our non-recurring expenses in the year ended December 31, 2019, but not included in our results in Q4 2019 or in the corresponding periods during the prior year, was the unamortized debt issuance costs associated with the extinguishment of certain debt. Non-cash expenses associated with discontinued products in Q4 2019 and Q4 2018 include depreciation on certain equipment undergoing reconfiguration. Other expenses associated with discontinued products in Q4 2019 and Q4 2018 include inventory obsolescence charges associated with materials used in the manufacture of these discontinued products. In Q4, 2019, we recorded a valuation allowance against certain of our deferred tax assets.

 

Our non-GAAP earnings per share is calculated by dividing our non-GAAP net income 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, unamortized debt issuance costs associated with the extinguishment of debt, 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 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 2019 to our non-GAAP net income (loss) and earnings (loss) per share is provided below, together with corresponding reconciliations for the annual period ended December 31, 2019.

 

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. 

 

# # #

 

 

Investor Relations Contacts:

 

The Blueshirt Group, Investor Relations

Monica Gould

+1-212-871-3927

ir@ao-inc.com

 

Lindsay Savarese

+1-212-331-8417

ir@ao-inc.com

 

 

 

  3  

 

 

Applied Optoelectronics, Inc.

Preliminary Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

    December 31, 2019     December 31, 2018  
             
ASSETS                
CURRENT ASSETS                
Cash, Cash Equivalents and Restricted Cash   $ 67,028     $ 58,004  
Accounts Receivable, Net     34,655       30,534  
Notes receivable            
Inventories     85,028       93,256  
Prepaid Income Tax     224       1,188  
Prepaid Expenses and Other Current Assets     5,869       11,293  
Total Current Assets     192,804       194,275  
                 
Property, Plant And Equipment, Net     248,444       234,211  
Land Use Rights, Net     5,598       5,814  
Right of Use Asset     7,887        
Intangible Assets, Net     4,081       3,977  
Deferred Income Tax Assets     7,287       21,714  
Other Assets     724       6,849  
TOTAL ASSETS   $ 466,825     $ 466,840  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY                
                 
CURRENT LIABILITIES                
Accounts Payable   $ 32,828     $ 29,910  
Accrued Expenses     17,864       19,291  
Current Lease Liability     982        
Bank Acceptance Payable     6,310       4,628  
Current Portion of Notes Payable and Long Term Debt     33,371       23,589  
Total Current Liabilities     91,355       77,418  
                 
Notes Payable and Long Term Debt     16,552       60,328  
Convertible Senior Notes     77,041        
Other Long-Term Liabilities     8,083        
TOTAL LIABILITIES     193,031       137,746  
                 
STOCKHOLDERS' EQUITY                
TOTAL STOCKHOLDERS' EQUITY     273,794       329,094  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 466,825     $ 466,840  
                 

 

 

 

 

  4  

 

 

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,
 
    2019     2018     2019     2018  
Revenue                                
Datacenter   $ 39,252     $ 41,659     $ 143,562     $ 200,236  
CATV     6,753       12,652       37,328       51,699  
Telecom     2,193       2,760       8,429       13,159  
FTTH     41       320       190       818  
Other     419       627       1,363       1,553  
Total Revenue     48,658       58,018       190,872       267,465  
                                 
Total Cost of Goods Sold     37,322       47,481       144,671       179,692  
                                 
Total Gross Profit     11,336       10,537       46,201       87,773  
                                 
Operating Expenses:                                
Research and Development     10,597       11,342       43,399       49,903  
Sales and Marketing     2,615       1,920       10,060       9,141  
General and Administrative     10,178       9,552       41,489       39,497  
Total Operating Expenses     23,390       22,814       94,948       98,541  
                                 
Operating Income (Loss)     (12,054 )     (12,277 )     (48,747 )     (10,768 )
                                 
Other Income (Expense):                                
Interest Income     196       59       925       282  
Interest Expense     (1,402 )     (482 )     (5,405 )     (1,106 )
Other Income     383       629       1,820       1,151  
Foreign Exchange Gain     (286 )     (135 )     20       663  
Total Other Income (Expense):     (1,109 )     71       (2,640 )     990  
                                 
Net Income (loss) before Income Taxes     (13,163 )     (12,206 )     (51,387 )     (9,778 )
                                 
Income Tax Benefit     (22,267 )     3,638       (14,662 )     7,632  
                                 
Net Income (loss)     (35,430 )     (8,568 )     (66,049 )     (2,146 )
                                 
Net income (loss) per share attributable to common stockholders                                
                                 
basic   $ (1.76 )   $ (0.43 )   $ (3.31 )   $ (0.11 )
diluted   $ (1.76 )   $ (0.43 )   $ (3.31 )   $ (0.11 )
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders                                
basic     20,109       19,793       19,982       19,647  
diluted     20,109       19,793       19,982       19,647  

 

 

  5  

 

 

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,
 
    2019     2018     2019     2018  
GAAP total gross profit (a)   $ 11,336     $ 10,537     $ 46,201     $ 87,773  
Non-recurring customer credit           891               891  
Share-based compensation expense     189       202       774       795  
Non-recurring expense           43             50  
Expenses associated with discontinued products     1,891       2,852       5,000       5,767  
Non-GAAP total gross profit (a)     13,416       14,525       51,975       95,276  
                                 
GAAP net income (loss)     (35,430 )     (8,568 )     (66,049 )     (2,146 )
Non-recurring customer credit     0       891               891  
Amortization of intangible assets     140       128       540       506  
Share-based compensation expense     2,864       2,757       11,804       11,120  
Non-recurring charges     94       1,180       1,716       2,485  
Expenses associated with discontinued products     1,891       2,852       5,000       5,767  
Non-cash expenses associated with discontinued products     1,067       273       4,314       2,887  
Loss from disposal of idle assets           8             8  
Unrealized exchange loss (gain)     79       7       (157 )     (601 )
Deferred tax expense     25,736             25,736       (162 )
Non-GAAP net income (loss)     (3,559 )     (472 )     (17,096 )     20,755  
                                 
GAAP diluted net income (loss) per share   $ (1.76 )   $ (0.43 )   $ (3.31 )   $ (0.11 )
Non-recurring customer credit           0.05             0.04  
Amortization of intangible assets     0.01       0.01       0.03       0.03  
Share-based compensation expense     0.14       0.15       0.59       0.56  
Non-recurring charges     0.00       0.06       0.09       0.12  
Expenses associated with discontinued products     0.09       0.14       0.25       0.29  
Non-cash expenses associated with discontinued products     0.05       0.01       0.21       0.14  
Loss from disposal of idle assets           0.00             0.00  
Unrealized exchange loss (gain)     (0.00 )     (0.01 )     (0.01 )     (0.03 )
Deferred tax expense     1.29       0.01       1.29       (0.01 )
Non-GAAP diluted net income (loss) per share   $ (0.18 )   $ (0.02 )   $ (0.86 )   $ 1.04  
                                 
Shares used to compute diluted loss per share     20,109       19,793       19,982       19,647  
Shares used to compute diluted earnings per share     20,109       19,793       19,982       20,027  

 

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

 

 

 

  6