8-K

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): April 22, 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 April 22, 2015, Alliance Fiber Optic Products, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2015. A copy of the earnings release is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

Exhibit	Description
99.1	Press Release dated April 22, 2015 announcing first quarter 2015 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: April 22, 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 April 22, 2015 announcing first quarter 2015 results.

EX-99.1

Contact:
Keting Lin, IR Associate Alliance Fiber Optic Products, Inc. 408-736-6900 x188 Email: klin@afop.com	April 22, 2015

AFOP REPORTS IMPROVED FINANCIAL RESULTS IN Q1 2015
WITH GUIDANCE FOR CONSECUTIVE SEQUENTIAL INCREASES IN Q2 2015

Sunnyvale, CA – April 22, 2015 - Alliance Fiber Optic Products, Inc. (Nasdaq GM: AFOP), an innovative supplier of fiber optic components, subsystems and integrated modules for the fiber optic communication market, today reported its financial results for the first quarter ended March 31, 2015.

Revenues for the first quarter of 2015 were $21,663,000, a 15% increase from revenues of $18,809,000 reported in the fourth quarter of 2014 and a 13% decrease from revenues of $24,882,000 reported in the first quarter of 2014.

Net income for the quarter ended March 31, 2015 $2,926,000, or $0.16 per share, compared to net income of $1,409,000, or $0.08 per share, for the fourth quarter of 2014, and net income of $5,015,000, or $0.27 per share, for the first quarter of 2014. Included in net income for the first quarter of 2015 and the fourth quarter of 2014 was income tax expense of approximately $1,800,000 and $2,768,000 respectively.

Non-GAAP net income for the quarter ended March 31, 2015 was $5,222,000, or $0.29 per share, compared to, non-GAAP net income of $4,655,000, or $0.25 per share, for the fourth quarter of 2014 and non-GAAP net income of $6,391,000, or $0.35 per share, for the first quarter of 2014.

Gross margin for the quarter ended March 31, 2015 increased to 41%, compared to 40% in the fourth quarter of 2014 and 40% in the year ago quarter. Operating margin for the quarter ended March 31, 2015 was 25%, compared to 23% in the fourth quarter of 2014 and 26% in the year ago quarter.

Non-GAAP gross margin for the quarter ended March 31, 2015 was 41%, compared to 40% in the fourth quarter of 2014 and 41% in the year ago quarter. Non-GAAP operating margin for the quarter ended March 31, 2015 was 27%, compared to 26% in the fourth quarter of 2014 and 29% in the year ago quarter.

Peter Chang, President and Chief Executive Officer, commented, “Thanks to the support of our customers and the effort by our Asia operations, we were able to deliver quarterly revenue within our previous guidance, during a normally slower season which includes the Chinese New Year holiday. With our focus on operational excellence, we further improved our quarterly financial performance with record gross margin and continued quarterly profits.”

“More importantly, customer demand remains strong, as bandwidth demands continue to increase, driving the next growth cycle in the fiber optics industry. With the progress we have made serving our customers and extending our product technology in recent quarters, we are encouraged by the prospect of business growth in the coming years. Based on input from our customers and current orders, we expect revenues in the coming quarter to be in the range of $22.5 million to $24.5 million. With this strong beginning, we are encouraged by the prospect of delivering both record revenues and record profits for the year of 2015” concluded Mr. Chang.

Conference Call

Management will host a conference call at 1:30 p.m. PT on April, 22, 2015 to discuss AFOP’s first quarter 2015 financial results as well as the outlook for the second 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 20387216. AFOP will also provide a live webcast of its first quarter 2015 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 and profit levels and the time periods thereof, our business prospects, demand for our products and sources of demand, and our expectations for growth in the fiber optic industry, 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 or customer orders, 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 Annual Report on Form 10-K for the year ended December 31, 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)

	Mar. 31,		Dec. 31,
	2015		2014
ASSETS
Current assets:
Cash and short-term investments	$	52,544	$	54,580
Accounts receivable, net		14,160		10,806
Inventories		10,266		9,305
Deferred tax asset		1,890		3,690
Other current assets		2,465		2,077
Total current assets		81,325		80,458
Long-term investments		10,681		10,635
Property and equipment, net		14,319		13,868
Other assets		221		212
Total assets	$	106,546	$	105,173
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	10,340	$	9,236
Accrued expenses and other current liabilities		9,085		8,699
Total current liabilities		19,425		17,935
Long-term liabilities		900		978
Total liabilities		20,325		18,913
Stockholders' equity		86,221		86,260
Total liabilities and stockholders' equity	$	106,546	$	105,173

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

	Three Months Ended
	Mar. 31,			Dec. 31,			Mar. 31,
	2015			2014			2014
Revenues	$	21,663		$	18,809		$	24,882
Cost of revenues		12,871			11,339			14,968
Gross profit		8,792			7,470			9,914
Operating expenses:
Research and development		1,143			1,096			1,108
Selling, marketing and administrative		2,231			1,954			2,336
Total operating expenses		3,374			3,050			3,444
Income from operations		5,418			4,420			6,470
Interest and other income, net		196			209			147
Income before benefit (provision) for income taxes	$	5,614		$	4,629		$	6,617
Benefit (provision) for income taxes		(2,688	)		(3,220	)		(1,602	)
Net income	$	2,926		$	1,409		$	5,015
Net income per share
Basic	$	0.16		$	0.08		$	0.27
Diluted	$	0.16		$	0.08		$	0.26
Weighted average shares outstanding
Basic		17,872			18,366			18,422
Diluted		18,295			18,727			19,070
Included in costs and expenses above:
Stock-based compensation expense
Cost of revenue	$	121		$	113		$	176
Research and development		46			44			83
Selling, marketing and administrative		329			321			458
Total	$	496		$	478		$	717

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

	Three Months Ended
	Mar. 31,				Dec. 31,				Mar. 31,
	2015				2014				2014
Gross Profit Reconciliation
GAAP gross profit	$	8,792			$	7,470			$	9,914
Stock-based compensation expense		121				113				176
Adjusted (non-GAAP) gross profit	$	8,913			$	7,583			$	10,090
Adjusted (non-GAAP) gross margin		41.1		%		40.3		%		40.6		%
Operating Expense Reconciliation
GAAP operating expenses	$	3,374			$	3,050			$	3,444
Stock-based compensation expense		375				365				541
Adjusted (non-GAAP) operating expenses	$	2,999			$	2,685			$	2,903
Income from Operations Reconciliation
GAAP income from operations	$	5,418			$	4,420			$	6,470
Adjustments related to gross profit		121				113				176
Adjustments related to operating expense		375				365				541
Adjusted (non-GAAP) income from operations	$	5,914			$	4,898			$	7,187
Adjusted (non-GAAP) operating margin		27.3		%		26.0		%		28.9		%
Net Income Reconciliation
GAAP net income	$	2,926			$	1,409			$	5,015
Adjustments related to gross profit		121				113				176
Adjustments related to operating expense		375				365				541
Income tax (benefit) provision adjustments		1,800				2,768				659
Adjusted (non-GAAP) net income	$	5,222			$	4,655			$	6,391
Weighted average shares outstanding
Basic		17,872				18,366				18,422
Diluted		18,295				18,727				19,070
Net Income per Common Share - Basic:
GAAP as reported	$	0.16			$	0.08			$	0.27
Non-GAAP as adjusted	$	0.29			$	0.25			$	0.35
Net Income per Common Share - Diluted:
GAAP as reported	$	0.16			$	0.08			$	0.26
Non-GAAP as adjusted	$	0.29			$	0.25			$	0.34
Non-GAAP EBITDA
Non-GAAP net income	$	5,222			$	4,655			$	6,391
Depreciation expense		658				658				684
Interest income		(192	)			(197	)			(178	)
Income tax expense		888				452				944
Non-GAAP EBITDA	$	6,576			$	5,568			$	7,841

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.