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 4, 2015

ALLIANCE FIBER OPTIC PRODUCTS, INC.
(Exact name of registrant as specified in its charter)

Delaware 0-31857 77-0554122
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

275 Gibraltar Drive, Sunnyvale, California 94089
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 736-6900

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))



Item 2.02. Results of Operations and Financial Condition.

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.

On February 4, 2015, Alliance Fiber Optic Products, Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2014. A copy of the earnings release is furnished herewith as Exhibit 99.1.

Item 8.01. Other Events.

Alliance Fiber Optic Products, Inc.’s (the “Company”) 2015 Annual Meeting of Stockholders will be held on May 20, 2015 at such place and time as will be set forth in the Company’s proxy statement relating to that meeting. A stockholder proposal not included in the proxy statement for the 2015 Annual Meeting will be ineligible for presentation at the meeting unless the stockholder gives timely notice of the proposal in writing to the Company’s Secretary at the Company’s principal executive offices and otherwise complies with the provisions of the Company’s Bylaws. To be timely, the Company’s Bylaws provide that the Company must have received the stockholder’s notice not less than 60 days nor more than 90 days prior to the scheduled date of such meeting. However, if notice or prior public disclosure of the date of the annual meeting is given or made to stockholders less than 75 days prior to the meeting date, the Company must receive the stockholder’s notice by the earlier of (i) the close of business on the 15th day after the earlier of the day the Company mailed notice of the annual meeting date or provided such public disclosure of the meeting date and (ii) two days prior to the scheduled date of the annual meeting. For the Company’s 2015 Annual Meeting of Stockholders, stockholders must submit written notice to the Secretary in accordance with the foregoing Bylaw provisions no earlier than February 19, 2015 and no later than March 21, 2015.

Item 9.01. Financial Statements and Exhibits.

Exhibit        Description
99.1   Press Release dated February 4, 2015 announcing fourth quarter and year end 2014 results.



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.

Dated: February 4, 2015        
  ALLIANCE FIBER OPTIC PRODUCTS, INC.
 
 
By /s/ Anita K. Ho
Name:   Anita K. Ho
Title: Acting Chief Financial Officer



EXHIBIT INDEX

Exhibit    
Number        Description
99.1   Press release dated February 4, 2015 announcing fourth quarter and year end 2014 results.





Contact:
Keting Lin, IR Associate
Alliance Fiber Optic Products, Inc. February 04, 2015
Phone: 408-736-6900 x188

AFOP REPORTS RECORD ANNUAL SALES AND OPERATING PROFITS FOR 2014.
WITH SEQUENTIAL GROWTH GUIDANCE

Sunnyvale, CA – February 4, 2015 - Alliance Fiber Optic Products, Inc. (Nasdaq GM: AFOP), an innovative supplier of fiber optic components, subsystems and integrated modules for the optical network equipment market, today reported its financial results for the fourth quarter and year ended December 31, 2014.

Revenues for the fourth quarter of 2014 totaled $18,809,000, a 4% increase from revenues of $18,096,000 reported in the previous quarter and a 14% decrease from revenues of $21,804,000 reported in the fourth quarter of 2013. The Company recorded net income for the fourth quarter of 2014 of $3,961,000, or $0.22 per share, compared to $4,303,000, or $0.23 per share for the previous quarter, and compared to net income for the fourth quarter of 2013 of $7,055,000, or $0.38 per share. Included in net income for the fourth quarter of 2014, the third quarter of 2014 and the fourth quarter of 2013 are an income tax provision adjustment of $216,000, and income tax benefit adjustments of $168,000 and $2,335,000 respectively, as a result of deferred income tax benefits and expenses based on utilization of previous net operating loss. Excluding these adjustments, net income in the fourth quarter of 2014 was $4,177,000, or $0.23 per share, compared to net income in the previous quarter of $4,135,000, or $0.22 per share and net income in the fourth quarter of 2013 of $4,720,000, or $0.26 per share.

Revenues for the year ended December 31, 2014 were $85,987,000, a 13% increase over revenues of $76,070,000 reported in the previous year. Operating income for the year ended December 31, 2014 was $21,603,000, compared with $17,101,000 for the previous year. The Company recorded a net profit for the year ended December 31, 2014 of $17,061,000, or $0.92 per share. This compares with a net profit of $18,808,000, or $1.06 per share, for the year ended December 31, 2013. Included in net income for the year ended December 31, 2014 and the year ended December 31, 2013 are an income tax provision adjustment of $2,841,000 and an income tax benefit adjustment of $2,335,000, respectively, as a result of deferred income tax benefit and expenses based on utilization of net operating loss. Excluding these adjustments, net income in the year ended December 31, 2014 was $19,902,000, or $1.08 per share, compared to net income in the year ended December 31, 2013 of $16,473,000, or $0.93 per share.

“Fiscal year 2014 represented a year of continued record setting growth for AFOP,” commented Peter Chang, President and Chief Executive Officer. “Despite the softer second half of 2014, overall annual revenues grew 13% to a new record level. With our operational efficiency, we achieved quarterly gross margins above the average of our peers throughout the year, which resulted in improved annual gross margins, from 38% in 2013 to 40% in 2014. More importantly, our operating profits increased to record levels again in 2014. In addition,



AFOP increased shareholder value during the year with the declaration of an annual dividend and the launch of a stock buyback program in the last quarter. At the same time, our cash and short-term and long-term investments grew from $57.1 million at the year-end of 2013 to $65.2 million at the year-end of 2014.

“While we are pleased with the continued record financial performance for 2014, we are encouraged by the business prospects in this coming year with the progress we have made with customers and new products, and the continued strong demand in the global Datacom markets. Based on our current bookings, we expect revenues in the first quarter of 2015 to be in the range of $20 million to $22 million. We expect continued sequential quarterly growth in the beginning of 2015, and we believe the prospects remain good for another year of record revenue and profits in 2015.” concluded Mr. Chang.

Conference Call
Management will host a conference call at 1:30 p.m. PT on February, 4, 2015 to discuss AFOP’s Fourth Quarter and Fiscal Year 2014 financial results as well as the outlook for the First Quarter of 2015. Please call 877-675-3572 at least ten minutes prior to the call in order for the operator to connect you. The confirmation number for the call is 61558324. AFOP will also provide a live webcast of its Fourth Quarter and Fiscal Year 2014 Earnings Conference call at AFOP’s website: www.afop.com. The webcast replay will be available on AFOP’s website 90 minutes after the live conference call.

About AFOP
Founded in 1995, Alliance Fiber Optic Products, Inc. designs, manufactures and markets a broad range of high performance fiber optic components and integrated modules. AFOP's products are used by leading and emerging communications equipment manufacturers to deliver optical networking systems to the long-haul, enterprise, metropolitan and last mile access segments of the communications network. AFOP offers a broad product line of passive optical components including interconnect systems, couplers and splitters, thin film CWDM and DWDM components and modules, optical attenuators, and micro-optics devices. AFOP is headquartered in Sunnyvale, California, with manufacturing and product development capabilities in the United States, Taiwan and China. AFOP's website is located at http://www.afop.com.

Except for the historical information contained herein, the matters set forth in this press release, including statements as to our expectations regarding future revenue levels, profits, margins, business prospects and the time periods thereof, our beliefs regarding demand in data communications markets, growth in the fiber optics industry, and our expectation regarding future demand for our products are forward looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including, but not limited to general economic conditions and trends, trends in demand for bandwidth, the rate of conversion from copper to fiber technology, the impact of competitive products and pricing, timely introduction of new technologies, timely design acceptance by our customers, the acceptance of new products and technologies by our customers, customer demand for our products, the timing of customer orders, loss of key customers, our ability to ramp new products into volume production, the mix of products sold and product pricing, the costs associated with running our operations, industry-wide shifts in supply and demand for optical components and modules, industry overcapacity and demand for bandwidth, the success of cost control initiatives, our ability to obtain and maintain operational efficiencies, financial stability in foreign markets, and other risks detailed from time to time in our SEC reports, including AFOP's quarterly report on Form 10-Q for the quarter ended September 30, 2014. These forward-looking statements speak only as of the date hereof. AFOP disclaims any intention or obligation to update or revise any forward-looking statements.



ALLIANCE FIBER OPTIC PRODUCTS, INC.
Condensed Consolidated Balance Sheets
(in thousands)
(Unaudited)

Dec. 31,       Dec. 31,
2014 2013
ASSETS
Current assets:
       Cash and short-term investments $ 54,580 $ 46,679
       Accounts receivable, net 10,806 11,566
       Inventories 9,305 10,630
       Deferred tax asset 3,195 6,036
       Other current assets 2,058 1,745
              Total current assets 79,944 76,656
 
Long-term investments 10,635 10,453
Property and equipment, net 13,868 13,258
Other assets 212 198
                     Total assets $       104,659 $       100,565
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
       Accounts payable $ 9,236 $ 11,657
       Accrued expenses and other current liabilities 8,721 7,134
              Total current liabilities 17,957 18,791
Long-term liabilities 602 600
              Total liabilities   18,559   19,391
Stockholders' equity 86,100 81,174
                     Total liabilities and stockholders' equity $ 104,659 $ 100,565



ALLIANCE FIBER OPTIC PRODUCTS, INC.
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)

Three Months Ended Year Ended
Dec. 31,       Sep. 30,       Dec. 31,       Dec. 31,       Dec. 31,
2014 2014 2013 2014 2013
Revenues $ 18,809 $ 18,096 $ 21,804 $ 85,987 $ 76,070
 
Cost of revenues 11,339 10,957 13,230 51,770 46,952
       Gross profit 7,470 7,139 8,574 34,217 29,118
 
Operating expenses:
       Research and development 1,096 1,068 1,006 4,340 3,702
       Selling, marketing and administrative 1,954 1,924 2,337 8,274 8,315
              Total operating expenses 3,050 2,992 3,343 12,614 12,017
 
Income from operations 4,420 4,147 5,231 21,603 17,101
Interest and other income, net 209 226 239 769 708
Net income before tax 4,629 4,373 $ 5,470 $ 22,372 $ 17,809
Benefit (provision) for income taxes (668 ) (70 ) 1,585 (5,311 ) 999
Net income $ 3,961 $ 4,303 7,055 $ 17,061 $ 18,808
 
Net income per share:
       Basic $ 0.22 $ 0.23 $ 0.38 $ 0.92 $ 1.06
       Diluted $ 0.21 $ 0.23 $ 0.37 $ 0.90 $ 1.02
 
Shares used in per share calculation:
       Basic 18,366 18,629 18,382 18,488 17,785
       Diluted      18,727      19,103      19,198      18,935      18,481
 
Included in costs and expenses above:
Stock based compensation charges
       Cost of revenue $ 113 $ 87 $ 158 $ 492 $ 373
       Research and development   44   44     83   234 232
       Selling, marketing and administrative 321   305 422   1,435     1,312
              Total $ 478 $ 436 $ 663 $ 2,161   $ 1,917



ALLIANCE FIBER OPTIC PRODUCTS, INC.
Reconciliations from GAAP to Non-GAAP
(In thousands, except per share amounts)
(Unaudited)

Three Months Ended Year Ended
Dec. 31,        Sep. 30,        Dec. 31,        Dec. 31,        Dec. 31,
2014 2014 2013 2014 2013
Gross Profit Reconciliation
GAAP gross profit $ 7,470 $ 7,139 $ 8,574 $ 34,217 $ 29,118
Stock-based compensation expense 113 87 158 492 373
Adjusted (non-GAAP) gross profit $ 7,583 $ 7,226 $ 8,732 $ 34,709 $ 29,491
Adjusted (non-GAAP) gross margin 40.3 % 39.9 % 40.0 % 40.4 % 38.8 %
Operating Expense Reconciliation
GAAP operating expenses $ 3,050 $ 2,992 $ 3,343 $ 12,614 $ 12,017
Stock-based compensation expense 365 349 505 1,669 1,544
Adjusted (non-GAAP) operating expenses $ 2,685 $ 2,643 $ 2,838 $ 10,945 $ 10,473
Income from Operations Reconciliation
GAAP income from operations $ 4,420 $ 4,147 $ 5,231 $ 21,603 $ 17,101
Adjustments related to gross profit 113 87 158 492 373
Adjustments related to operating expense 365 349 505 1,669 1,544
Adjusted (non-GAAP) income from operations $ 4,898 $ 4,583 $ 5,894 $ 23,764 $ 19,018
Adjusted (non-GAAP) operating margin 26.0 % 25.3 % 27.0 % 27.6 % 25.0 %
Net Income Reconciliation
GAAP net income $ 3,961 $ 4,303 $ 7,055 $ 17,061 $ 18,808
Adjustments related to gross profit 113 87 158 492 373
Adjustments related to operating expense 365 349 505   1,669   1,544
Income tax (benefit) provision adjustments 216 (168 ) (2,335 ) 2,841 (2,335 )
Adjusted (non-GAAP) net income $ 4,655 $ 4,571 $ 5,383 $ 22,063 $ 18,390
Weighted average shares outstanding  
              Basic 18,366 18,629   18,382   18,488 17,785
              Diluted 18,727 19,103 19,198   18,935 18,481
Net Income per Common Share - Basic:
       GAAP as reported $ 0.22 $ 0.23   $ 0.38   $ 0.92 $ 1.06
       Non-GAAP as adjusted $ 0.25 $ 0.25 $ 0.29 $ 1.19 $ 1.03
Net Income per Common Share - Diluted:  
       GAAP as reported $ 0.21   $ 0.23 $ 0.37 $ 0.90 $ 1.02
       Non-GAAP as adjusted $ 0.25 $ 0.24 $ 0.28 $ 1.17 $ 1.00
Non-GAAP EBITDA  
Non-GAAP net income $ 4,655 $ 4,571 $ 5,383 $ 22,063 $ 18,390
Depreciation expense 658 748 662 2,798 2,175
Interest income (197 ) (198 ) (178 ) (755 ) (686 )
Income tax expense 452 238 750 2,470 1,336
Non-GAAP EBITDA $ 5,568 $ 5,359 $ 6,617 $ 26,576 $ 21,215

Use of Non-GAAP Financial Information

The company provides Non-GAAP gross margin, Non-GAAP net income, Non-GAAP basic and diluted net income per share and EBITDA as supplemental information. In computing these non-GAAP financial measures, the company excludes certain items included under GAAP, including stock-based compensation expense and income tax provision adjustments. In computing EBITDA, the company also excludes interest income, provision for (benefit from) income taxes and depreciation expense.

Management uses these Non-GAAP financial measures to evaluate the operating performance of the business and aid in period-to-period comparability. Management also uses the Non-GAAP financial measures for planning and forecasting and measuring results against its forecast. Using several measures to evaluate the business allows the company and investors to assess the company’s relative performance. The Non-GAAP financial measures provided herein may not provide information that is directly comparable to that provided by other companies in our industry, as other companies may calculate such financial results differently. The company’s Non-GAAP financial measures are not measurements of financial performance under GAAP, and should not be considered as alternatives to the financial measures derived in accordance with GAAP. The company does not consider these Non-GAAP financial measures to be a substitute for, or superior to, the information provided by GAAP financial results. A reconciliation of the Non-GAAP financial measures to the most directly comparable GAAP financial measures is provided in the financial schedules portion of this press release.


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