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 3, 2014
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:
| q | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| q | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| q | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| q | 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 3, 2013, Alliance Fiber Optic Products, Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2013. 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”) 2014 Annual Meeting of Stockholders will be held on May 19, 2014 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 2014 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 2014 Annual Meeting of Stockholders, stockholders must submit written notice to the Secretary in accordance with the foregoing Bylaw provisions no earlier than February 18, 2013 and no later than March 20, 2013.
Item 9.01. Financial Statements and Exhibits.
| Exhibit | Description | ||
| 99.1 | Press Release dated February 3, 2014 announcing fourth quarter and year end 2013 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 3, 2014
| 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 3, 2014 announcing fourth quarter and year end 2013 results. | ||
| Contact: | |
| Anita Ho | |
| Acting Chief Financial Officer | |
| Alliance Fiber Optic Products, Inc. | February 03, 2014 |
| Phone: 408-736-6900 x168 |
AFOP REPORTS CONSECUTIVE RECORD ANNUAL SALES AND PROFITS IN 2013. GUIDANCE FOR YEAR-OVER-YEAR INCREASE IN REVENUES OF 86% IN FIRST QUARTER 2014
Sunnyvale, CA – February 3, 2014 - 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, 2013.
Revenues for the fourth quarter of 2013 totaled $21,804,000, a 79% increase from revenues of $12,159,000 reported in the fourth quarter of 2012, and a 5.5% decrease from revenues of $23,074,000 reported in the previous quarter. The Company recorded net income for the fourth quarter of 2013 of $4,720,000, or $0.26 per share based on 18.4 million shares outstanding, compared to $5,597,000, or $0.32 per share based on 17.5 million shares outstanding for the fourth quarter of 2012. This compares to net income for the third quarter of 2013 of $5,621,000, or $0.31 per share based on 18.1 million shares outstanding. Included in net income for the fourth quarter of 2012 was a one-time tax benefit of $3.7 million. Excluding this tax benefit, earnings were $0.11 per share.
Revenues for the year ended December 31, 2013 were $76,070,000, a 63% increase from revenues of $46,611,000 reported in the previous fiscal year. Operating income for the year ended December 31, 2013 was $17,101,000, compared with $5,729,000 for the year ended December 31, 2012. The Company recorded a net profit for the year ended December 31, 2013 of $16,473,000, or $0.93 per share based on 17.8 million shares outstanding. This compares with a net profit of $9,641,000, or $0.55 per share for the year ended December 31, 2012. Included in net income for the year ended December 31, 2012 was a one-time tax benefit of $3.7 million. Excluding this tax benefit, earnings were $0.34 per share.
Included in expenses were stock-based compensation charges of $663,000 for the quarter ended December 31, 2013, $563,000 for the quarter ended September 30, 2013 and $280,000 for the quarter ended December 31, 2012. Included in expenses for the year ended December 31, 2013 was $1,917,000 of stock-based compensation charges, compared with $1,066,000 of stock-based compensation charges for the year ended December 31, 2012.
“Fiscal year 2013 represented an exciting year of growth for AFOP,” commented Peter Chang, President and Chief Executive Officer. “With the strong quarterly sales in the last three quarters of 2013, overall annual revenues grew 63% to a new record level. With our operational efficiency, quarterly gross margins continued improving throughout the year, which resulted in the improved annual gross margin, from 34% in 2012 to over 38% this year. More importantly, our operating profits almost tripled in 2013. In addition, with the declaration of the increased annual dividend, AFOP shareholder value has improved, while our cash and short-term and long-term investments grew stronger.”
“While we are pleased with delivering record financial performance for 2013, we are excited with the business prospects in this coming year with the progress we have made with customers and new products, and the continuous strong demand in Datacom markets. Based on our current bookings, we expect revenues in the quarter to be higher than $22.5M, which would represent at least 85% growth on a year over year basis.” concluded Mr. Chang.
Conference Call
Management will host a conference call at 1:30 p.m. (Pacific) on February 3, 2014 to discuss AFOP’s fourth quarter and fiscal year 2013 financial results. 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 33935556. AFOP will also provide a live webcast of its fourth quarter and fiscal year 2013 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, data center, metropolitan and last mile access segments of the communications network. AFOP offers a broad product line of passive optical components including interconnect systems, splitters, thin film CWDM and DWDM components and modules, and optical attenuators. 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 and the time periods thereof, our business prospects, and demand for our products and sources of demand, 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 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, 2013. 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, | |||||
| 2013 | 2012 | |||||
| ASSETS | ||||||
| Current assets: | ||||||
| Cash and short-term investments | $ | 46,679 | $ | 33,275 | ||
| Accounts receivable, net | 11,566 | 8,046 | ||||
| Inventories | 10,630 | 6,933 | ||||
| Deferred tax asset | 3,701 | 1,234 | ||||
| Other current assets | 1,745 | 1,166 | ||||
| Total current assets | 74,321 | 50,654 | ||||
| Long-term investments | 10,453 | 10,274 | ||||
| Property and equipment, net | 13,258 | 7,708 | ||||
| Deferred tax asset | - | 2,468 | ||||
| Other assets | 198 | 249 | ||||
| Total assets | $ | 98,230 | $ | 71,353 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
| Current liabilities: | ||||||
| Accounts payable | $ | 11,657 | $ | 6,591 | ||
| Accrued expenses and other current liabilities | 7,134 | 4,115 | ||||
| Total current liabilities | 18,791 | 10,706 | ||||
| Long-term liabilities | 600 | 616 | ||||
| Total liabilities | 19,391 | 11,322 | ||||
| Stockholders' equity | 78,839 | 60,031 | ||||
| Total liabilities and stockholders' equity | $ | 98,230 | $ | 71,353 | ||
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, | ||||||||||||||
| 2013 | 2013 | 2012 | 2013 | 2012 | ||||||||||||||
| Revenues | $ | 21,804 | $ | 23,074 | $ | 12,159 | $ | 76,070 | $ | 46,611 | ||||||||
| Cost of revenues | 13,230 | 14,218 | 7,929 | 46,952 | 30,617 | |||||||||||||
| Gross profit | 8,574 | 8,856 | 4,230 | 29,118 | 15,994 | |||||||||||||
| Operating expenses: | ||||||||||||||||||
| Research and development | 1,006 | 1,024 | 831 | 3,702 | 3,298 | |||||||||||||
| Selling, marketing and administrative | 2,337 | 2,174 | 1,737 | 8,315 | 6,967 | |||||||||||||
| Total operating expenses | 3,343 | 3,198 | 2,568 | 12,017 | 10,265 | |||||||||||||
| Income from operations | 5,231 | 5,658 | 1,662 | 17,101 | 5,729 | |||||||||||||
| Interest and other income, net | 239 | 173 | 223 | 708 | 727 | |||||||||||||
| Income before benefit (provision) for income taxes | $ | 5,470 | $ | 5,831 | $ | 1,885 | $ | 17,809 | $ | 6,456 | ||||||||
| Benefit (provision) for income taxes | (750 | ) | (210 | ) | 3,712 | (1,336 | ) | 3,185 | ||||||||||
| Net income | $ | 4,720 | $ | 5,621 | $ | 5,597 | $ | 16,473 | $ | 9,641 | ||||||||
| Net income per share | ||||||||||||||||||
| Basic | $ | 0.26 | $ | 0.31 | $ | 0.32 | $ | 0.93 | $ | 0.55 | ||||||||
| Diluted | $ | 0.25 | $ | 0.30 | $ | 0.31 | $ | 0.89 | $ | 0.54 | ||||||||
| Weighted average shares outstanding | ||||||||||||||||||
| Basic | 18,382 | 18,056 | 17,472 | 17,785 | 17,596 | |||||||||||||
| Diluted | 19,198 | 18,754 | 17,870 | 18,481 | 17,861 | |||||||||||||
| Included in costs and expenses above: | ||||||||||||||||||
| Stock based compensation charges | ||||||||||||||||||
| Cost of revenue | $ | 158 | $ | 116 | $ | 33 | $ | 373 | $ | 119 | ||||||||
| Research and development | 83 | 71 | 33 | 232 | 125 | |||||||||||||
| Selling, marketing and administrative | 422 | 376 | 214 | 1,312 | 822 | |||||||||||||
| Total | $ | 663 | $ | 563 | $ | 280 | $ | 1,917 | $ | 1,066 | ||||||||