Current Report Filing (8-k)
March 09 2015 - 8:06AM
Edgar (US Regulatory)
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): March 9, 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) |
Registrants 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 8.01. Other
Events.
On March 9, 2015, Alliance
Fiber Optic Products, Inc. filed a press release announcing changes to its
preliminary financial statements on February 4, 2015. A copy of the press
release is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
Exhibit |
|
Description |
|
99.1 |
|
Press Release dated March 9, 2015 announcing
changes to its preliminary financial statements on February 4,
2015. |
SIGNATURE
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: March 9,
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 March 9, 2015 announcing
changes to its preliminary financial statements on February 4,
2015. |
Contact: |
|
Keting Lin, IR
Associate |
|
Alliance Fiber Optic Products, Inc. |
March 9, 2015 |
Phone: 408-736-6900 x188 |
|
AFOP REPORTS TAX RELATED
ADJUSTMENTS TO PREVIOUSLY REPORTED RESULTS
Sunnyvale, CA March 9,
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 during the preparation of its
2014 US tax return and 10-K, the company determined that it under-booked by
approximately $2,553,000 Benefit (provision) for Income taxes related to stock
based compensation expenses.
AFOP previously reported,
in its preliminary financial statements on February 04, 2015, GAAP net income
was $17,061,000, Benefit (provision) for Income Taxes was $5,311,000, and
diluted earnings per share was $0.90 for the full year. Those figures now are
$14,508,000, $7,864,000 and $0.77, respectively, for the full year. Non-GAAP net
income and diluted earnings per share as reported in the preliminary financial
results on February 04, 2015, remain the same at $22,063,000 and $1.17,
respectively, for the full year. Please refer to the reconciliation table
between GAAP and non-GAAP in the release, and the 10-K for complete results,
which will be filed on time before March 16, 2015.
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.
ALLIANCE FIBER OPTIC
PRODUCTS, INC.
Reconciliations from GAAP to Non-GAAP
(In thousands, except per share
amounts)
(Unaudited)
|
|
Previously
Reported |
|
With
Adjustments |
|
|
Year Ended |
|
|
Dec.
31, 2014 |
|
Dec.
31, 2014 |
Gross Profit
Reconciliation |
|
|
|
|
|
|
|
|
|
|
GAAP
gross profit |
|
$ |
34,217 |
|
|
|
$ |
34,217 |
|
|
Stock-based compensation expense |
|
|
492 |
|
|
|
|
492 |
|
|
Adjusted (non-GAAP) gross profit |
|
$ |
34,709 |
|
|
|
$ |
34,709 |
|
|
Adjusted (non-GAAP) gross margin |
|
|
40.4 |
|
% |
|
|
40.4 |
|
% |
Operating Expense Reconciliation |
|
|
|
|
|
|
|
|
|
|
GAAP
operating expenses |
|
$ |
12,614 |
|
|
|
$ |
12,614 |
|
|
Stock-based compensation expense |
|
|
1,669 |
|
|
|
|
1,669 |
|
|
Adjusted (non-GAAP) operating expenses |
|
$ |
10,945 |
|
|
|
$ |
10,945 |
|
|
Income from Operations Reconciliation |
|
|
|
|
|
|
|
|
|
|
GAAP
income from operations |
|
$ |
21,603 |
|
|
|
$ |
21,603 |
|
|
Adjustments related to gross profit |
|
|
492 |
|
|
|
|
492 |
|
|
Adjustments related to operating expense |
|
|
1,669 |
|
|
|
|
1,669 |
|
|
Adjusted (non-GAAP) income from operations |
|
$ |
23,764 |
|
|
|
$ |
23,764 |
|
|
Adjusted (non-GAAP) operating margin |
|
|
27.6 |
|
% |
|
|
27.6 |
|
% |
Net Income Reconciliation |
|
|
|
|
|
|
|
|
|
|
GAAP
net income |
|
$ |
17,061 |
|
|
|
$ |
14,508 |
|
|
Adjustments related to gross profit |
|
|
492 |
|
|
|
|
492 |
|
|
Adjustments related to operating expense |
|
|
1,669 |
|
|
|
|
1,669 |
|
|
Income tax (benefit) provision adjustments |
|
|
2,841 |
|
|
|
|
5,394 |
|
|
Adjusted (non-GAAP) net income |
|
$ |
22,063 |
|
|
|
$ |
22,063 |
|
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
18,488 |
|
|
|
|
18,488 |
|
|
Diluted |
|
|
18,935 |
|
|
|
|
18,935 |
|
|
Net Income per Common
Share - Basic: |
|
|
|
|
|
|
|
|
|
|
GAAP as
reported |
|
$ |
0.92 |
|
|
|
$ |
0.78 |
|
|
Non-GAAP as
adjusted |
|
$ |
1.19 |
|
|
|
$ |
1.19 |
|
|
Net Income per Common Share - Diluted: |
|
|
|
|
|
|
|
|
|
|
GAAP as
reported |
|
$ |
0.90 |
|
|
|
$ |
0.77 |
|
|
Non-GAAP as
adjusted |
|
$ |
1.17 |
|
|
|
$ |
1.17 |
|
|
Non-GAAP
EBITDA |
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income |
|
$ |
22,063 |
|
|
|
$ |
22,063 |
|
|
Depreciation expense |
|
|
2,798 |
|
|
|
|
2,798 |
|
|
Interest income |
|
|
(755 |
) |
|
|
|
(755 |
) |
|
Income tax expense |
|
|
2,470 |
|
|
|
|
2,470 |
|
|
Non-GAAP EBITDA |
|
$ |
26,576 |
|
|
|
$ |
26,576 |
|
|
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 companys 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 companys
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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