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): January 31, 2012
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | 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 January 31, 2012, Alliance Fiber Optic Products, Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2011. 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) 2012 Annual Meeting of Stockholders will be held on May 18, 2012 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 2012 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 2012 Annual Meeting of Stockholders, stockholders must submit written notice to the Secretary in accordance with the foregoing Bylaw provisions no earlier than February 18, 2012 and no later than March 19, 2012.
Item 9.01. Financial Statements and Exhibits.
| Exhibit | Description | ||
| 99.1 | Press Release dated January 31, 2012 announcing fourth quarter and year end 2011 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: January 31, 2012 | |||||
| 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 January 31, 2012 announcing fourth quarter and year end 2011 results. | ||
| Contact: | |
| Anita Ho | |
| Acting Chief Financial Officer | |
| Alliance Fiber Optic Products, Inc. | January 31, 2012 |
| Phone: 408-736-6900 x168 | |
AFOP REPORTS YEAR 2011 SALES AND
PROFITS WITH SEQUENTIAL QUARTERLY
GROWTH GUIDANCE
Sunnyvale, CA – January 31, 2012 - Alliance Fiber Optic Products, Inc. (Nasdaq CM: 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, 2011.
Revenues for the fourth quarter of 2011 totaled $10,137,000, a 14% decrease from revenues of $11,778,000 reported in the previous quarter and a 13% decrease from revenues of $11,638,000 reported in the fourth quarter of 2010. Operating income for the fourth quarter of 2011 was $673,000, compared with $1,334,000 in the previous quarter and $1,823,000 in the year ago quarter. The Company recorded net income for the fourth quarter of 2011 of $707,000, or $0.08 per share based on 8.9 million shares outstanding, compared to $1,701,000, or $0.20 per share based on 8.7 million shares outstanding for the fourth quarter of 2010. This compares to net income for the third quarter of 2011 of $1,454,000, or $0.16 per share based on 8.9 million shares outstanding.
Revenues for fiscal year 2011 are $42,020,000, a 7.5% decrease from revenues of $45,406,000 reported in the previous fiscal year. Operating income for the year ended December 31, 2011 was $3,814,000, compared with $6,099,000 for the year ended December 31, 2010. The Company recorded a net profit for fiscal year 2011 of $4,431,000, or $0.50 per share based on 8.9 million shares outstanding. This is compared with a net profit of $6,012,000, or $0.70 per share for the year ended December 31, 2010.
Included in expenses for the quarter ended December 31, 2011 was $249,000 of stock-based compensation charges under ASC 718, compared with $85,000 of stock based compensation charges for the comparable quarter in 2010. Included in expenses for the year ended December 31, 2011 was $762,000 of stock-based compensation charges under ASC 718, compared with $256,000 of stock-based compensation charges for the year ended December 31, 2010.
Peter Chang, President and Chief Executive Officer, commented “Despite sequential revenue decreases, we managed many challenges faced in our industry quite well in 2011. We maintained quarterly profitability throughout the year. We controlled our inventory, while meeting our customer demands. Our operations generated more cash and strengthened our balance sheet with a higher cash balance at the end of year. In addition, we continued expanding our customer base, our products and technology during the year.”
“With the progress we made serving our customers, extending our product technology and improving our operations in calendar year 2011, and with the resumed demand we have seen in the fiber optic industry recently, we are encouraged by our prospects for growth this new year. We expect to deliver a sequential increase in the coming quarter, and are optimistic that revenues and profits will continue to improve on a year over year basis in 2012 as well.” concluded Mr. Chang.
Conference Call
Management will host a conference call at 1:30 p.m. Pacific
Time on January 31, 2012 to discuss AFOP’s fourth quarter and fiscal year 2011
financial results. To participate in AFOP’s conference call, 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 41741358. AFOP will also
provide a live webcast of its fourth quarter and fiscal year 2011 conference
call at AFOP’s website, www.afop.com. An audio replay will be available until
March 2, 2012. The dial in number for the replay is 855-859-2056 or
404-537-3406. The replay conference ID is 41741358.
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 our 2011 fourth quarter and annual results, future revenue and profit levels, our beliefs regarding business conditions and demand levels, our customer base, our product portfolio, our prospects for growth, and our expectations regarding future sales, 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, the completion of our year end audit, general economic conditions and trends, 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, ability to ramp new products into volume production, the costs associated with running our operations, industry-wide shifts in supply and demand for optical components and modules, industry overcapacity, our ability to achieve cost controls, 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, 2011. 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, | |||||||||
| 2011 | 2010 | |||||||||
| ASSETS | ||||||||||
| Current assets: | ||||||||||
| Cash and short-term investments | $ | 39,588 | $ | 45,360 | ||||||
| Accounts receivable, net | 6,630 | 7,224 | ||||||||
| Inventories | 6,763 | 7,439 | ||||||||
| Other current assets | 714 | 733 | ||||||||
| Total current assets | 53,695 | 60,756 | ||||||||
| Long-term investments | 10,098 | - | ||||||||
| Property and equipment, net | 7,718 | 7,523 | ||||||||
| Other assets | 162 | 170 | ||||||||
| Total assets | $ | 71,673 | $ | 68,449 | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||
| Current liabilities: | ||||||||||
| Accounts payable | $ | 3,647 | $ | 4,931 | ||||||
| Accrued expenses and other current liabilities | 3,721 | 4,737 | ||||||||
| Total current liabilities | 7,368 | 9,668 | ||||||||
| Long-term liabilities | 691 | 777 | ||||||||
| Total liabilities | 8,059 | 10,445 | ||||||||
| Stockholders' equity | 63,614 | 58,004 | ||||||||
| Total liabilities and stockholders' equity | $ | 71,673 | $ | 68,449 | ||||||
ALLIANCE FIBER OPTIC PRODUCTS,
INC.
Condensed Consolidated Statements of Operations
(In thousands, except per share
amounts)
(Unaudited)
| Three Months Ended | Twelve Months Ended | ||||||||||||||||||||||||
| Dec. 31, | Sept. 30, | Dec. 31, | Dec. 31, | Dec. 31, | |||||||||||||||||||||
| 2011 | 2011 | 2010 | 2011 | 2010 | |||||||||||||||||||||
| Revenues | $ | 10,137 | $ | 11,778 | $ | 11,638 | $ | 42,020 | $ | 45,406 | |||||||||||||||
| Cost of revenues | 6,998 | 7,963 | 7,563 | 28,578 | 29,872 | ||||||||||||||||||||
| Gross profit | 3,139 | 3,815 | 4,075 | 13,442 | 15,534 | ||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||
| Research and development | 825 | 834 | 757 | 3,181 | 3,218 | ||||||||||||||||||||
| Sales and marketing | 595 | 595 | 566 | 2,306 | 2,406 | ||||||||||||||||||||
| General and administrative | 1,046 | 1,052 | 929 | 4,141 | 3,811 | ||||||||||||||||||||
| Total operating expenses | 2,466 | 2,481 | 2,252 | 9,628 | 9,435 | ||||||||||||||||||||
| Income from operations | 673 | 1,334 | 1,823 | 3,814 | 6,099 | ||||||||||||||||||||
| Interest and other income, net | 101 | 149 | 110 | 553 | 468 | ||||||||||||||||||||
| Net income before tax | $ | 774 | $ | 1,483 | $ | 1,933 | $ | 4,367 | $ | 6,567 | |||||||||||||||
| Income tax | 67 | 29 | 232 | (64 | ) | 555 | |||||||||||||||||||
| Net income | $ | 707 | $ | 1,454 | $ | 1,701 | $ | 4,431 | $ | 6,012 | |||||||||||||||
| Net income per share | |||||||||||||||||||||||||
| Basic | $ | 0.08 | $ | 0.16 | $ | 0.20 | $ | 0.50 | $ | 0.70 | |||||||||||||||
| Diluted | $ | 0.08 | $ | 0.16 | $ | 0.19 | $ | 0.49 | $ | 0.69 | |||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||||
| Basic | 8,910 | 8,883 | 8,707 | 8,867 | 8,580 | ||||||||||||||||||||
| Diluted | 9,081 | 9,040 | 9,041 | 9,109 | 8,759 | ||||||||||||||||||||
| Included in costs and expenses above: | |||||||||||||||||||||||||
| Stock based compensation charges | |||||||||||||||||||||||||
| Cost of revenue | $ | 25 | $ | 28 | $ | 23 | $ | 99 | $ | 85 | |||||||||||||||
| Research and development | 27 | 29 | 10 | 75 | 32 | ||||||||||||||||||||
| Sales and marketing | 60 | 63 | 15 | 177 | 38 | ||||||||||||||||||||
| General and administrative | 137 | 139 | 37 | 411 | 101 | ||||||||||||||||||||
| Total | $ | 249 | $ | 259 | $ | 85 | $ | 762 | $ | 256 | |||||||||||||||