Good afternoon. I will be your conference operator. At this time, I would like to welcome everyone to the Applied Optoelectronics’ First Quarter 2023 Earnings Conference Call. Please note that this event is being recorded. I would now like to turn the conference over to Lindsay Savarese, Investor Relations for AOI. Ms. Savarese, you may begin.

Thank you. I'm Lindsay Savarese, Investor Relations for Applied Optoelectronics. And I'm pleased to welcome you to AOI's first quarter 2023 financial results conference call. After the market closed today, AOI issued a press release announcing its first quarter 2023 financial results and provided its outlook for the second quarter of 2023. The release is also available on the company's website at ao-inc.com. This call is being recorded and webcast live. A link to the recording can be found on the Investor Relations section of the AOI website and will be archived for one year. Joining us on today's call is Dr. Thompson Lin, AOI's Founder, Chairman, and CEO; and Dr. Stefan Murry, AOI's Chief Financial Officer and Chief Strategy Officer. Thompson will give an overview of AOI's Q1 results, and Stefan will provide financial details and the outlook for the second quarter of 2023. A question-and-answer session will follow our prepared remarks. Before we begin, I would like to remind you to review AOI's Safe Harbor statement. On today's call, management will make forward-looking statements. These forward-looking statements involve risks and uncertainties as well as assumptions and current expectations, which could cause the company's actual results, levels of activity, performance or achievements of the company, or its industry to differ materially from those expressed or implied in such forward-looking statements. In some cases, you can identify forward-looking statements by terminologies such as believes, anticipates, estimates, intends, predicts, expects, plans, may, should, could, would, will, potential, or thinks or by the negative of those terms or other similar expressions that convey uncertainty of future events or outcomes. The company has based these forward-looking statements on its current expectations, assumptions, estimates, and projections. While the company believes these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the company's control, including important factors, such as risks related to the company's ability to complete the transaction described on this call on the proposed terms and schedule or at all; the risk that certain closing conditions may not be timely satisfied or waived; the failure or delay to receive the required regulatory or other government approvals relating to the transaction; and the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction. Forward-looking statements also include statements regarding management's beliefs and expectations related to the expansion of the reach of our products into new markets and customer responses to our innovation, as well as statements regarding the company's outlook for the second quarter of 2023. Except as required by law, we assume no obligation to update forward-looking statements for any reason after the date of this earnings call to conform these statements to actual results or to changes in the company's expectations. More information about other risks that may impact the company's business are set forth in the Risk Factors section of the company's reports on file with the SEC, including the company's annual report on Form 10-K for the year ended December 31, 2022. Also, all financial results and other financial measures discussed today are on a non-GAAP basis unless specifically noted otherwise. Non-GAAP financial measures are not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. A reconciliation between our GAAP and non-GAAP measures, as well as a discussion of why we present non-GAAP financial measures are included in our earnings press release that is available on our website. I'd like to note the date of our second quarter earnings call is currently scheduled for August 3, 2023. Now, I would like to turn the call over to Dr. Thompson Lin, Applied Optoelectronics’ Founder, Chairman, and CEO. Thompson?

Thank you, Lindsay. And thank you for joining our call today. Our first quarter revenue and non-GAAP gross margin were in line with our expectations, while our non-GAAP loss per share came in below our expectations due mainly to unexpected foreign exchange losses stemming from faster-than-expected appreciation of the Chinese RMB currency relative to the U.S. dollar. We are pleased with the progress we have made on improving our gross margin and are encouraged by the demand we saw for our 100G products in our datacenter business during Q1. We generated another quarter of strong CATV results. However, we were recently notified of some inventory buildup with certain CATV customers, which we expect will negatively impact our Q2 revenue. During the first quarter, we delivered revenue of $53 million in line with our guidance range of $52 million to $55 million. Our non-GAAP gross margin was 23.2%, consistent with our guidance range of 23% to 24%, driven by our target cost reduction and favorable product mix. Our non-GAAP net loss per share was $0.25, which is below our guidance range of a loss of $0.15 to $0.19, because of the foreign exchange impacts I just mentioned. Total revenue in our CATV segment was $27.8 million, which was up 11% year-over-year but down 27% sequentially from the record Q4, largely due to the loss of production days that occurred during the Lunar New Year holidays in China. Total revenue for our data center products was $20.4 million, which decreased 5% year-over-year but increased 23% sequentially, largely due to the increased demand for our 100G products. In our last call, we discussed an agreement we have signed with a major hyperscale data center operator for a development program to create next-generation lasers for each data center, both for 400G and beyond. I’ll file an 8-K to provide additional details on this agreement with Microsoft, who has been a long-term key customer of ours. While the development of new products will take several quarters to complete, we view this contract as validation of the strength and quality of our core laser fabrication ability. With that, I will turn the call over to Stefan to review the details of our Q1 performance and outlook for Q2. Stefan?

Thank you, Thompson. Our first quarter revenue and non-GAAP gross margin were in line with our expectations. While our non-GAAP loss per share came in wider than our expectations mainly due to unexpected foreign exchange losses stemming from faster than expected appreciation of the Chinese renminbi currency relative to the U.S. dollar. We're pleased with the continued progress we have made to improve our gross margin and encouraged by the increased demand we saw for our 100G products in our data center business during Q1. Further, we generated another quarter of strong CATV results. However, we were recently notified of some inventory build-up with certain CATV customers, which we expect will negatively impact our Q2 revenue. Before turning to discuss our results and outlook, I want to provide an update on the transaction that we announced last September with Yuhan Optoelectronic Technology. As we have discussed, we entered into an agreement with Yuhan Optoelectronic Technology for the sale of our manufacturing facilities located in the People's Republic of China and certain assets related to our transceiver business and multi-channel optical sub-assembly products for the data center, telecom, and FTTH markets for a purchase price of $150 million. During the quarter, both AOI and Yuhan made progress in preparing the information needed in order to file for the various regulatory approvals required to finalize the divestiture. This transaction is subject to customary closing conditions and regulatory approvals, including CFIUS and ODI. Although these filings are not yet complete, we expect to submit our application within the next few months. The timing of the regulatory process is uncertain, but we believe that closing the transaction before year-end is still possible, although approval could push the closing timeframe into early 2024. Turning to the quarter; our total revenue for the first quarter increased 2% year-over-year to $53 million, which was in line with our guidance range of $52 million to $55 million. During the first quarter we secured one design win in our CATV business. Looking ahead, due to our intentional efforts to focus our R&D spend on projects that are expected to have higher revenue and gross margin potential, we expect the aggregate number of design wins to be reduced compared to prior periods. We do not view this reduction in design wins as indicative of reduced business activity, but rather as a result of a greater discipline we are applying to our R&D efforts. During the first quarter, 52% of our revenue was from our CATV products, 38% was from our data center products, with the remaining 9% from FTTH, telecom, and other. The CATV revenue in the first quarter was $27.8 million, which was down 27% sequentially from a record Q4, but was up 11% year-over-year driven by demand from CATV customers for products designed to improve upstream or return path bandwidth. Recently, we were notified by certain CATV customers that they believe excess inventory has built up among their various distribution channels. As a result, these customers are reducing their orders in Q2, which is reflected in our guidance. We are evaluating the extent of this excess inventory and continue to believe that overall demand for CATV products from the MSOs remains robust, expecting that any inventory build-up will be transitory. We are carefully monitoring MSO plans to move to DOCSIS 4.0 networks. While we are cautiously optimistic as the nature of these upgrade cycles can be lengthy, we believe AOI remains well-positioned to capture a portion of this new infrastructure spend. Our product development team has met numerous times with several of the largest MSOs in the U.S. and we believe our products will be well-suited to meet their demands when the push to install amplifiers and other network elements for DOCSIS 4.0 begins, potentially as early as later this year or in early 2024. Our Q1 data center revenue was $20.4 million, down 5% year-over-year and up 23% sequentially, driven by increased demand for our 100G products, especially from our largest data center customer. In the first quarter, 78% of our data center revenue was from our 100G products, 6% was from our 40G transceiver products, and 8% was from our 200G and 400G transceiver products. Looking ahead, we are encouraged by the increased demand we are seeing and expect continued sequential growth of our data center business in Q2. As Thompson mentioned in our Q4 earnings call, we discussed how we signed an agreement with a major hyperscale data center operator for a development program to make next-generation lasers for its data center, both for 400G and beyond. Our recent 8-K Filing provides additional details on this agreement with Microsoft, a long-term key customer of ours. While the development of these new products will take several quarters to complete, we view this contract award as further validation of the value of our core laser fabrication ability. As a reminder, Microsoft has agreed to provide approximately $4 million in R&D funding for the first phase of this project, with the first $3 million paid in Q4. Now turning to our Telecom segment; due to the negative impact from the Lunar New Year and inventory buildup by some of our telecom customers, revenue from our telecom products of $3.7 million was down 30% year-over-year and down 42% sequentially. Looking ahead, we expect to see stronger sequential demand in Q2 as inventory begins to be drawn down to the point that new deliveries will be needed. For the first quarter, our top 10 customers represented 93% of revenue, up from 89% in Q1 of last year. We had two customers contributing more than 10%: one in the CATV market and one in the data center market, which contributed 42% and 20% of our total revenue respectively. In Q1, we generated a non-GAAP gross margin of 23.2%, which was in line with our guidance range of 23% to 24% and was up from 21.4% in Q4 of 2022 and up from 17.5% in Q1 of 2022. The increase in gross margin was primarily driven by our favorable product mix, our cost reduction efforts, and the benefit of some intentional actions we took to improve our bottom line that we discussed on our Q4 call. These actions included exiting several low-profit legacy products, shifting our R&D resources away from some low-margin projects to focus on areas where we can maximize margin, and successfully executing price increases with some customers. In line with our expectations, total non-GAAP operating expenses in the first quarter were $19.6 million, or 36.9% of revenue, compared to $19.6 million or 37.5% of revenue in Q1 of the prior year. R&D expenses decreased 10% year-over-year to $8.2 million as a result of the more focused R&D investments I discussed earlier. Looking forward, we continue to expect non-GAAP operating expenses to range between $19 million and $20 million per quarter. The non-GAAP operating loss in the first quarter was $7.2 million compared to an operating loss of $10.4 million in Q1 of the prior year. GAAP net loss for Q1 was $16.3 million or a loss of $0.56 per basic share compared with a GAAP net loss of $16.1 million or loss of $0.58 per basic share in Q1 of 2022. On a non-GAAP basis, the net loss for Q1 was $7.1 million or a loss of $0.25 per basic share, which was below our guidance range of a loss of $4.4 million to $5.3 million or a loss per share in the range of $0.15 to $0.19 per basic share and compares to a net loss of $7.9 million or a loss of $0.29 per basic share in Q1 of the prior year. The basic shares outstanding used for computing the net loss in Q1 were $28.9 million. Turning now to the balance sheet, we ended the first quarter with $26.9 million in total cash, cash equivalents, short-term investments, and restricted cash. This compares with $35.6 million at the end of the fourth quarter. Changes in current accounts included a decrease in accounts receivable of $4.4 million, along with an increase in payables of $9.4 million, which was offset by a decrease in inventory of $9.5 million. We ended the quarter with total debt excluding convertible debt of $70.1 million, up slightly from $69.4 million at the end of last quarter. As of March 31st, we had $70.2 million in inventory compared to $79.7 million at the end of Q4. Inventory decreased due to utilization of inventory for customer orders in the period. We made a total of $0.8 million in capital investments in the first quarter, virtually all of which was for equipment and machinery used in R&D and production. As we disclosed in March, we initiated a new at-the-market offering. We previously had an ongoing ATM program authorized by our board to sell up to $35 million worth of shares under that program. Under the old program, we only sold approximately $2.7 million out of the $35 million authorized. When the S3 expired in January 2023, this old ATM also expired. So we put a new program in place with a fresh $35 million authorization. We intend to use these proceeds to continue investing in the business, including new equipment and machinery for production and research and development use. Moving now to our Q2 outlook; we expect Q2 revenue to be between $40.5 million and $47.5 million, with non-GAAP gross margin in the range of 20.5% to 23.5%. Non-GAAP net loss is expected to be in the range of $6.8 million to $9 million, and non-GAAP loss per basic share between $0.23 and $0.31, using a weighted average basic share count of approximately 29.2 million shares. With that, I will turn it back over to the operator for the Q&A session.

The first question comes from Simon Leopold with Raymond James. Please go ahead.

Great. Thanks for taking the question. So a couple things I wanted to get a little bit more insight on. One is around this Microsoft deal; I understand you're going to receive some R&D funding in the fourth quarter, but can you provide some other indication of the scope of this arrangement, and if it's affected at all by the pending transaction of the asset sale in China? Because I guess I saw some language about change of control, which I assume means the entire company. Just a little clarification there would be helpful?

Sure, Simon. Regarding your first question about the scope of it, the announcement that we made, which was really in December but only recently released more of the details, is related to the fabrication of a new type of laser device that's going to be used in the creation of specific data center transmission products for use within Microsoft's data center—specifically for 400G and beyond, as we noted in our prepared remarks. As we also mentioned, we think it starts to ramp really later on this year and should grow alongside the future 400G deployments into 2024 and beyond. Regarding your second question, does anything change with respect to the transaction? Clearly given the timeframe of this announcement and everything else, Microsoft was aware of the transaction and its details. Therefore, nothing changes regarding that. As for the change of control, you can read the provisions that refer to changing control of the entire company. This transaction alone would not represent a change of control of the company based on our analysis so far.

That's what I thought. I just wanted to check on that. Thank you for that. The other thing I wanted to ask about was your debt schedule because I believe you've got $53 million that was current last quarter, and now the total current debt I think is around $130 million. Could you help me understand sort of the roadmap or plan to how you're going to pay down debt?

Yes. The transaction we noted should provide approximately $150 million minus some amount of holdback, which certainly gives us the ability to service that debt in the timeframe in which it's due. Of course, we're also exploring options in terms of other possibilities, in case that transaction gets delayed or what have you. But the cash from the transaction would be very instrumental in servicing that debt.

So is there a scenario where you'd get maybe a bridge loan if, if the deal doesn't close until next year? I guess there's $50 million that comes due during this calendar year. Would that create a gap?

A lot of our debt—this has been the case for our company for a long time—is in Asia, excluding the convertible debt, of course. The Asian debt tends to revolve on an annual basis, and it's generally always revolved. It's often backed by assets we have in Asia, such as real estate or property, plant, and equipment over there. It has always had the ability to revolve, and we would expect that it continues this year. So while yes, it shows up as a current liability, it consistently shows as a current liability and simply rolls over. That is again what we would expect this year. Regarding your question about could you get a bridge loan or are there options? Sure, there are many things we could do to enhance liquidity if things do not go according to plan. However, regarding the majority of that debt, that's our expectation.

Great. I appreciate that. I hadn't thought about the rollover of the Asian finances. That's helpful. The last question from me is about your plans and expectations for 1.8 gigahertz amplifiers for the cable TV market.

Right. We mentioned in our prepared remarks that we believe DOCSIS 4.0 is the next generation in cable TV, and the various MSOs have been quite explicit with us, as well as in public, regarding their plans to upgrade their networks using DOCSIS 4.0. Depending on which MSO you are talking about, I would say the majority of them are planning to go to 1.8 gigahertz. There are some looking into other technologies, such as Full Duplex DOCSIS (FDX). But the predominant technology preferred by most MSOs seems to be 1.8 gigahertz. We have had an active development program for 1.8 gigahertz for some time, and we are making strong progress according to our plans. As we noted in our prepared remarks, we’ve had numerous discussions with major MSOs expected to deploy this technology as early as later this year. We feel we are well-positioned for this technology.

Great. Thanks for taking the questions.

My pleasure.

The next question comes from Tim Savageaux with Northland Capital Markets. Please go ahead.

Hi, good afternoon. A couple of questions. First, I think you mentioned an NRE payment associated with the Microsoft deal of $3 million, but maybe some numbers beyond that. Do you have kind of a sense of the total value there? Separately, on the cable side, I know your top customer has brought up another contract manufacturer in recent months and quarters. Can you discern whether that may be having an impact, or whether it's all customer inventory driven? Thanks.

With respect to the Microsoft NRE, it totals $4 million for this tranche, of which $3 million has already been paid as we noted. We will recognize that as revenue throughout the year. Most of that $3 million that’s already been paid is in a prepaid asset because we’ll recognize it according to the revenue recognition rules as the project progresses throughout the year. As for your question about cable, we do not believe the additional contract manufacturer is responsible for the inventory buildup. It really seems to be simply an inventory buildup in the supply chain as far as we can tell. We believe the MSOs continue to purchase gear at a relatively robust pace. I think some of the distribution partners may have overestimated their forecasts. As interest rates and other factors have risen, everyone appears to be scrutinizing their inventory levels more closely, and I think this is the explanation. I don’t believe it relates to increased competition in contract manufacturing.

Got it. Thanks very much.

My pleasure.

At this time, we have no further questions. I will turn the call over to Dr. Thompson Lin for closing remarks.

Okay. And thank you for joining us today. As always, we want to extend our gratitude to our investors, customers, and employees for your continuous support. We look forward to updating you on our next earnings call.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.