UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

For the quarterly period ended March 31, 2004

OR

For the transition period from ____________ to____________

Commission file number: 0-28734

ADVANCED FIBRE COMMUNICATIONS, INC.

1465 North McDowell Boulevard
Petaluma, California 94954

Telephone: (707) 794-7700

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]  No [   ]

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes  [X] No [   ]

At April 30, 2004, there were 87,985,389 shares of common stock outstanding.

ADVANCED FIBRE COMMUNICATIONS, INC.
REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

Table of Contents

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ADVANCED FIBRE COMMUNICATIONS, INC.

See accompanying notes to condensed consolidated financial statements.

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ADVANCED FIBRE COMMUNICATIONS, INC.

See accompanying notes to condensed consolidated financial statements.

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ADVANCED FIBRE COMMUNICATIONS, INC.

See accompanying notes to condensed consolidated financial statements.

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ADVANCED FIBRE COMMUNICATIONS, INC.

Note 1 Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted for interim financial information in the United States and pursuant to the rules and regulations of the Securities and Exchange Commission. While these financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the results of the interim period, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements and notes should be read in conjunction with the financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2003.

The unaudited condensed consolidated financial statements include Advanced Fibre Communications, Inc. and its subsidiaries (AFC). Significant intercompany transactions and accounts have been eliminated.

We operate on 13-week fiscal quarters ending on the last Saturday of each fiscal period. For presentation purposes only, the fiscal periods are shown as ending on the last day of the month of the respective fiscal period. The results of operations for the three month period ended March 31, 2004 are not necessarily indicative of the operating results for the full year.

Note 2 Pro Forma Fair Value Information

We account for equity-based compensation plans with employees and non-employee members of the board of directors using the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. As of March 31, 2004, executive officers held 1.7 million of the 16 million total outstanding options held by employees and board of directors.

We follow the disclosure requirements of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation and SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure. We use the Black-Scholes option-pricing model to calculate the disclosure requirements. The Black-Scholes option-pricing model was developed for use in estimating the value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of subjective assumptions including the expected stock price volatility. AFC uses projected data for expected volatility and expected life of its stock options based on historical and other economic data trended into future years. AFC’s employee stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the estimate. In management’s opinion, the existing valuation models do not provide a reliable measure of fair value of AFC’s employee stock options.

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If compensation cost for our stock-based compensation plans had been determined in accordance with the fair value approach set forth in SFAS No. 123, our net income (loss) and earnings (loss) per share would have been reduced to the approximate pro forma amounts as follows (in thousands, except per share data):

Pro forma compensation costs related to the Employee Stock Purchase Plan were calculated for the fair value of the employees’ purchase rights, as of the date of grant using the Black-Scholes option-pricing model. The following assumptions were used, assuming no dividend yield:

Note 3 Acquisition

On February 20, 2004 we completed the acquisition of North American Access (NAA), a business unit of Marconi Communications, Inc., a subsidiary of Marconi Corporation plc. We acquired 100% of the business interests of NAA. We accounted for the acquisition as a purchase in accordance with the guidance in SFAS No. 141, Business Combinations. The purchase consideration for NAA consisted of $240 million in cash, plus liabilities assumed and

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acquisition-related expenses. Our results of operations for the three months ended March 31, 2004 include those of NAA beginning as of February 20, 2004.

This acquisition enables us to offer a more robust portfolio of fiber-based access network solutions. We view the product line from NAA to be complementary to our own, particularly NAA’s fiber-to-the-curb offering and our Fiber-to-the-Premises (FTTP) solution. We anticipate that synergies among our product lines will enable us to serve a broader base of customers, from the smallest independent operating company to the largest regional Bell operating company.

The value of the purchase price was $275.2 million, which consisted of the following:

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$240 million in cash paid;

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$32.1 million in liabilities assumed;

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$5.1 million in acquisition-related charges; and

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$2 million credit for working capital adjustment.

The allocation of the purchase price to intangible assets included:

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In-process research and development (in-process R&D) of $14 million, which was expensed at the time of the acquisition;

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Completed technology of $20.0 million, projected to be amortized over the weighted average useful lives ranging from four to seven years based on revenues from products containing the technology;

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Order backlog of $0.3 million, which was capitalized at the time of acquisition and expensed during the three months ended March 31, 2004 as inventory shipped;

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Customer relationships of $61.9 million, projected to be amortized over the next nine years; and

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Goodwill of $134.6 million, which will not be amortized but is deductible for tax purposes over 15 years.

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Our methodology for allocating the purchase price to in-process R&D was determined based on valuations performed by an independent third party. We acquired three in-process R&D projects:

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Project A, estimated to be 62% complete as of acquisition, with $1.4 million in estimated costs to complete;

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Project B, estimated to be 71% complete as of acquisition, with $1.3 million in estimated costs to complete; and

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Project C, estimated to be 68% complete as of acquisition, with $4.3 million in estimated costs to complete.

A 15% risk-adjusted rate was used to value these projects, resulting in a valuation of $14 million. We expensed the $14 million upon acquisition because technological feasibility for these projects has not been established and no future alternative uses exist.

We consider the acquired business to be part of our access solutions for segment reporting purposes. We operate as one business segment and our chief operating decision maker continues to review and make operating decisions based on consolidated results.

The consolidated financial statements include the operating results of NAA from the date of acquisition. The pro forma condensed consolidated statements of operations for the acquisition of NAA is presented below, assuming the transaction was consummated at the beginning of AFC’s fiscal year 2004 and 2003 for comparative purposes. These pro forma amounts do not purport to be indicative of the results that would have been actually obtained if the acquisition occurred as of the beginning of the period presented or that may be obtained in the future:

Note 4 Accounts Receivable

Accounts receivable are comprised of the following (in thousands):

Note 5 Inventories

Inventories are valued at the lower of cost or market, with cost computed on a first-in, first-out basis, and consist of the following (in thousands):

Note 6 Cisco Stock Loan Fees

During 2003, we borrowed 10.6 million shares of Cisco stock to settle the hedge contracts on our Cisco Systems, Inc. (Cisco) stock. In connection with borrowing the Cisco shares under the stock loans, we pay quarterly borrowing fees and a fee adjustment based on the average daily price of Cisco stock. The majority of the

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borrowing fees is expensed based on the forecasted average share price of Cisco stock during each quarter. A portion of the borrowing fees is expensed on a straight-line basis over the lives of the loans. During the three months ended March 31, 2004, we accrued $0.4 million in borrowing fees.

Provisions in the Cisco stock loans contain “make-whole” fee arrangements. The make-whole fees would provide the lender with the discounted net present value of a portion of future borrowing fees. The make-whole fees are triggered if we assign the loans to another lender, or terminate and enter into a similar transaction with another lender, or if we are acquired by Cisco. The make-whole fees are calculated based on the net present value, discounted at 10% per annum, of a portion of future borrowing fees due up to and including the seventh year. Based on the arithmetic average closing price of Cisco’s stock for the three months ending March 31, 2004, the maximum gross potential amount payable would be $2.4 million over the next six years.

Note 7 Accrued Liabilities

Accrued liabilities are comprised of the following (in thousands):

Note 8 Warranty Reserve

Warranty reserve activity for the three months ended March 31, 2004, consisted of the following (in thousands):

A provision for estimated warranty costs is established at the time of sale and adjusted periodically based on historical trends in warranty claims and expected material and labor costs to provide warranty service. We evaluate the overall reasonableness and adequacy of the warranty reserve provision at the end of each quarter. During the three months ended March 31, 2004, we reversed a total of $1.8 million in unused warranty reserve related to a range of products resulting from changes in estimates.

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Note 9 Accumulated Other Comprehensive Income

The following table presents the components of accumulated other comprehensive income (in thousands):

Note 10 Net Income Per Share

The shares and net income amounts used in the computation of basic and diluted net income per share for the three months ended March 31, 2004 and 2003 are as follows (in thousands, except per share data):

Options to purchase 3,707,673 and 9,080,114 shares of common stock during the three months ended March 31, 2004 and 2003, respectively, were excluded from the computation of diluted net income per share. The exercise prices for these options were greater than the respective average market price of the common shares, and inclusion would be anti-dilutive. An additional 2,528,000 shares upon exercise of dilutive options were excluded from the 2004 calculation because of the net loss for that period.

Note 11 Subsequent Event

In April 2004, we were notified that we had won an arbitration proceeding with a former insurer. The insurance company provided us with coverage in 1998 when several lawsuits were brought against AFC and certain former directors and officers relating to securities litigation. The insurance company later refused to pay approximately $5 million under an excess liability policy in 2002 related to the covered defense costs and settlement of the class action securities lawsuit and two individual, non-class actions which were related to the consolidated securities class actions. As a result, we commenced arbitration proceedings in 2003. We have been awarded approximately

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$5.8 million in compensatory damages and interest. In the decision, the arbitrators found the conduct of the insurer to be in bad faith, such that we are entitled to apply for attorneys’ fees and arbitration fees incurred. We expect to receive the final award, which would include the compensatory damages as well as certain attorneys’ fees and costs, sometime during the three months ending June 30, 2004. No provision has been made for the expected receipt of these arbitration proceeds. When received, the amount will be recorded as a reduction to operating expenses because the original defense costs, settlements and arbitration costs we incurred were charged to operating expense.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This report contains “forward-looking statements.” In some cases, you can identify these statements by terms such as “may”, “intend”, “might”, “expect”, “believe”, “seek”, “anticipate”, “estimate”, “predict”, “potential”, “target”, “goals”, “projects”, “plan”, “should”, “could”, “would”, or similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. We discuss many of these risks and uncertainties in greater detail under the heading “Risk Factors That Might Affect Future Operating Results and Financial Condition” of this Quarterly Report on Form 10-Q. These risks and uncertainties may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the operations, performance, development and results of our business. You should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions as of the date of this report. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results or to changes in our expectations.

The following discussion should be read in conjunction with the financial statements and notes included in this report and the financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2003. Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any amendments to those reports filed or furnished to the SEC are accessible, free of charge, at our Internet Website http://www.afc.com. Information on our Website is not part of this report. Copies of these reports are also available without charge by contacting the Investor Relations Department, c/o Advanced Fibre Communications, Inc., P.O. Box 751239, Petaluma, California 94975-1239.

Overview

We sell access solutions to telecommunications companies in the U.S. and international marketplaces. AFC is the largest U.S. wireline equipment manufacturer dedicated solely to the access network. We market our product family through our direct sales force and indirectly through distributors and sales representatives. We sell our products primarily to service providers who install our equipment as part of their access networks. Our customers in the U.S. are generally incumbent local exchange carriers (ILECs), which include independent operating companies (IOCs) and regional Bell operating companies (RBOCs). In international markets, our customers are primarily incumbent local service providers.

We have continued to expand our portfolio of innovative access solutions and expand our presence within key customer accounts despite a challenging business environment. Our long-term strategy includes continued development of access solutions that enable carriers to deploy emerging broadband services in a more efficient and cost-effective manner to their customers. We offer a comprehensive portfolio of carrier-class, standards-based solutions to carriers that satisfy the demand for such leading technologies and architectures as packetized voice, Fiber-to-the-Premises (FTTP), Fiber-to-the-Curb (FTTC), video, and digital subscriber line (DSL). Addressing these technologies, we have developed the following solutions:

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AdvancedVoiceSM, which provides both legacy and packet-based voice solutions;

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AFC FiberDirectSM, innovative FTTP and FTTC offerings that enable carriers to deploy a high-capacity all-fiber network;

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TelcoVideoSM, a solution that delivers advanced voice, high-speed Internet, video and other entertainment services; and

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UniversalDSLSM, which delivers DSL technology in multiple deployment options and configurations.

Our suite of access solutions incorporates elements of our core product portfolio, which includes AccessMAX^TM , DISC*S^TM, Telliant ^TM , TransMAX ^TM , PremMAX ^TM , AFC’s network management system, Panorama ^TM , professional services and plant cabinets and technologies.

On February 20, 2004, we completed the acquisition of North American Access (NAA), a business unit of Marconi Communications, Inc., a subsidiary of Marconi Corporation plc. The acquisition supports our business

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strategy to expand our optical access portfolio, and enhance our ability to serve the demands and requirements of large telecommunications carriers. The acquisition enables us to offer a more robust portfolio of fiber-based access network solutions. We view the product line from NAA to be complementary to our own, particularly NAA’s DISC*S FTTC offering with our FTTP solution. The DISC*S products include:

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DISC*S Digital Loop Carrier, a scalable next generation digital loop carrier (NGDLC) providing plain old telephone service (POTS) and broadband services;

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DISC*S HD, a high density version of the DISC*S NGDLC platform;

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DISC*S MX, a FTTC platform that supports a “triple play” of consumer services: voice, Internet and video; and

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The Deep Fiber HFC, a broadband FTTC architecture that incorporates radio frequency return capability into the DISC*S fiber in the loop platform.

We anticipate that synergies among our product lines will enable us to serve a broader base of customers, from the smallest IOCs to the largest RBOCs. Our results of operations for the three months ended March 31, 2004 include those of NAA beginning as of February 20, 2004. With the acquisition, we added 255 employees.

Factors Influencing Our Results of Operations. Our results of operations have been and will continue to be influenced by a variety of factors, including:

Customer Demands. Our operating results reflect our ability to offer products that meet the needs of our customers. In view of reduced overall industry spending, our ability to grow revenue is significantly affected by the degree to which carriers will devote their resources to the introduction of new products and technologies in the access network. Our goal is to be the leading supplier of advanced voice and broadband solutions in the access market. From a regulatory standpoint, we believe the Federal Communications Commission’s (FCC’s) Triennial Review encourages long-term investment in broadband networks and migration to FTTP-based services. The FCC, moreover, currently has before it requests for reconsideration that we believe would enhance incentives to invest in FTTC.

Investment in New Technology. We expect to continue making investments in new technologies to support existing and new product needs of our customers. In January 2004, we signed a multiyear agreement with Verizon Communications, Inc. (Verizon) to be the primary FTTP project vendor in providing the central office and premises electronics, also known as the active elements of FTTP technology. We will incur costs and expenses associated with preparation for the deployment of our FTTP systems; these deployment costs and expenses will precede our generation of revenues from the FTTP systems. Our future revenues and expenses will be affected by the degree to which Verizon invests in FTTP systems and the timing of any such investment.

As a result of the NAA acquisition, BellSouth Communications, Inc. (BellSouth) became a customer and accounted for more than 10% of our revenues in the three months ended March 31, 2004. We will continue to incur costs associated with supporting and growing our relationship with BellSouth.

Telecommunications Industry Conditions. Our results of operations have been adversely affected by the downturn in the telecommunications industry and worldwide economies over the last several years. Spending on communications equipment and services remains at significantly lower levels as compared to pre-2001 sales levels. On an ongoing basis, we attempt to balance our operating expenses with lower overall revenue levels associated with the industry downturn and reduced capital spending. We focus on cost controls while we continue to invest in research and development activities that will keep us in a strong position to take advantage of sales opportunities when industry conditions improve and demand recovers. Although the current economic environment for our industry remains challenging, we believe we have positioned our business for success over the long-term.

Acquisition of NAA. The acquisition of NAA will impact our future results of operations. Revenues will increase as a result of the new DISC*S product line, although we expect gross profit for these products will be lower than historical gross profit margins. The acquisition will also result in higher operating expenses. In connection with closing the acquisition, we wrote off in-process research and development during the three months ended March 31, 2004. Further, we will incur costs through late 2004 to integrate NAA’s business into our operations. Over the

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next nine years, we will amortize costs stemming from acquired intangible assets. We also expect that interest income will be lower in the future as a result of liquidating a portion of our marketable securities to pay for the acquisition. We anticipate that we will obtain benefits from consolidating our supply chain over time. Our ability to successfully operate the NAA business and integrate NAA’s products and employees with our existing business may materially affect our future results of operations.

Seasonality. Our customers normally install a portion of our systems in outdoor locations, and shipments are subject to the effects of seasonality with fewer installation projects scheduled for the winter months. Historically, we have experienced weaker demand for our products during the beginning of the year as compared with the shipment levels in the preceding fourth quarter. As a result, we believe that over time, revenues for the quarter ended March 31 will be lower than revenues in the preceding quarter ended December 31.

Critical Accounting Policies

Our discussion and analysis of financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. Applying GAAP requires our judgment in determining the appropriateness of acceptable accounting principles and methods of application in diverse and complex economic activities. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of revenues, expenses, assets and liabilities, and related disclosure of contingent assets and liabilities. Our critical accounting policies are discussed in our Annual Report on Form 10-K for the year ended December 31, 2003 in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We base our estimates on historical experience and other assumptions we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities, which may not be readily apparent from other sources.

In addition to the critical accounting policies referred to above, we have identified the following additional critical accounting policy:

Workers’ Compensation. We are partially self-insured for worker’s compensation. Accruals for losses are made based on our claims experience and actuarial assumptions followed in the insurance industry, including provisions for incurred but not reported losses. We rely on data provided by third party consultants as support for our accrual, and we review the accrual on a quarterly basis for adequacy. Actual losses could differ from accrued amounts. See Note 7, Accrued Liabilities, for the amounts accrued as of March 31, 2004 and December 31, 2003. During 2004, we reviewed the reserve and determined the need to increase the accrual rate based on current rates of claims. Determining the amount of the reserve includes some uncertainty due to the difficulty in determining the likelihood, volume and extent of claims in the future.

We believe the application of our accounting policies accurately reflects our financial condition and results of operations in the consolidated financial statements, and provides comparability between periods. We believe our accounting policies are reasonable and appropriate for our business.

Results of Operations

Comparison of the three month periods ended March 31, 2004 and 2003

Revenues increased in 2004 as a result of our acquisition of NAA and sales to the acquired customer base. However, costs associated with the acquisition resulted in an operating loss and a net loss in the first three months of 2004. These costs included writing off in-process research and development costs at the time of acquisition and incurring integration-related costs.

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Revenues. Revenues were $92.8 million in the three months ended March 31, 2004, a 15% increase from the $80.5 million recorded in the three months ended March 31, 2003. The acquired NAA business generated $19.3 million in sales to U.S. customers from February 20 through March 31, 2004.

Sales to U.S. customers increased 18% to $80.2 million in the three months ended March 31, 2004, compared with $68.0 million in the three months ended March 31, 2003. Sales to U.S. customers accounted for 86% of revenues in the three months ended March 31, 2004, and 84% in the three months ended March 31, 2003.

Sales to international customers were $12.6 million in each of the three month periods ended March 31, 2004 and 2003. Sales to international customers accounted for 14% of revenues in the three months ended March 31, 2004, and 16% in the three months ended March 31, 2003.

Sprint North Supply Company (Sprint) and BellSouth accounted for 27.1% and 15.7%, respectively, of revenues in the three months ended March 31, 2004. Sprint and Alltel Communications Products, Inc. (Alltel) accounted for 30.7% and 12.4%, respectively, of revenues in the three months ended March 31, 2003. No other customer accounted for 10% or more of revenues in either of these periods. We continue to depend on a small number of large customers for the majority of our sales. Sales to our top five customers accounted for 69% of revenues in the first three months of 2004, an increase from 60% in the same period a year ago.

Sprint and Alltel are distribution subsidiaries of Sprint Corporation and Alltel Corporation, respectively. These subsidiaries distribute our products to their respective affiliates for deployment in their own networks and also resell our products to third party IOC customers. Historically, we believe that products representing approximately 25% to 40% of our sales to Sprint and Alltel have been sold to IOC customers.

In our work with large customers such as RBOCs, our agreements may contain provisions for performance compensation payments (PCPs) that are tied to key milestones related to the availability of product releases containing certain product features. Completion of such milestones requires timely and successful R&D efforts, and on converting the results of those R&D efforts into usable, cost effective products. R&D efforts are, by their very nature, large and complicated projects, which rely in part on the work of third parties over which we have limited control, and on which there can be no assurance of success. For example, our agreement with Verizon to provide FTTP systems has several provisions requiring PCPs for failure to meet key milestones or provide product features by specified dates. We paid a $2 million PCP to Verizon and offset the cash payment against revenue during the three months ended March 31, 2004. We could experience an offset to revenues and reduced net income

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in future quarters due to penalties imposed under such agreements as a result of failures to comply with strict contractual terms.

Gross Profit. Gross profit as a percentage of revenues increased to 51.0% in the three months ended March 31, 2004, from 49.2% in the three months ended March 31, 2003. Gross profit for the three months ended March 31, 2004 was $47.3 million. For the period February 20 through March 31, 2004, the acquired NAA business accounted for approximately $5.8 million of our gross profit. Margin improved in 2004 primarily due to cost reductions across all product lines and reversal of portions of the warranty and excess and obsolete reserves.

As a result of continued supply chain management and cost reduction efforts, we achieved standard costs savings which increased gross margin. We reversed a total of $1.8 million in unused warranty reserve related to a range of products resulting from changes in estimates. We also reversed $0.6 million in excess and obsolete reserve relating to purchase commitments and parts no longer deemed in excess. These factors had a favorable impact on gross profit margin.

Partially offsetting the improvement in margin was a $0.3 million increase for expenses related to extended warranties. Additionally, margin was reduced by the inclusion of the lower margin DISC*S product line from February 20 through March 31, 2004. We also sold $0.3 million of inventory during the three months ended March 31, 2004 that had previously been charged against the excess and obsolete reserve.

By comparison, margin for the period ended March 31, 2003 included $2.7 million in material cost reductions stemming from changing contract manufacturers in the latter part of 2002. Partially offsetting this were $0.7 million in standard cost write downs and a $1 million inventory write-off related to the AccessLan Communications, Inc. (AccessLan) acquisition.

Research and Development. Research and development expenses increased 11% to $17.6 million in the three months ended March 31, 2004, and represented 19% of revenues, compared with 20% of revenues in the three months ended March 31, 2003. For the period February 20 through March 31, 2004, the acquired NAA business accounted for approximately $1.9 million of our total research and development expense. The increase in research and development expense for the three months ended March 31, 2004 as compared to the three months ended March 31, 2003 is primarily attributable to:

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adjustment to the accrual for workers’ compensation;

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compensation, due to acquiring NAA’s engineering employees;

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performance-based compensation for various engineering project milestones achieved;

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engineering materials and expenses related to new product development and testing; and

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outside services related to new product development and testing.

The increase in research and development expenses for the three months ended March 31, 2004 was partially offset by a decrease in depreciation, rent, insurance and related costs resulting from facility closures, equipment disposals and renegotiated lease contracts.

We believe rapidly evolving technology and competition in our industry necessitates the continued commitment of our resources to research and development to remain competitive. We plan to continue to support the development of new products and features, while seeking to carefully manage associated costs through expense controls.

Sales and Marketing. Sales and marketing expenses increased 14% to $11.1 million in the three months ended March 31, 2004, and represented 12% of revenues, compared with 12% of revenues in the three months ended March 31, 2003. For the period February 20 through March 31, 2004, the acquired NAA business accounted for approximately $1 million of our total sales and marketing expense. The increase in sales and marketing expense for the three months ended March 31, 2004 as compared to the three months ended March 31, 2003 is primarily attributable to:

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adjustment to the accrual for workers’ compensation;

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commissions on higher revenue levels during 2004;

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advertising costs resulting from our new branding campaign; and

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compensation, due to acquiring NAA’s sales and marketing employees.

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The increase in sales and marketing expenses for the three months ended March 31, 2004 was partially offset by a decrease in distributor commissions.

We believe we have aligned sales and marketing expenses with current results of operations. We plan to continue to monitor sales and marketing expenses in view of our expected future operating results.

General and Administrative. General and administrative expenses increased 36% to $8.1 million in the three months ended March 31, 2004, and represented 9% of revenues, compared to 7% of revenues in the three months ended March 31, 2003. For the period February 20 through March 31, 2004, the acquired NAA business accounted for approximately $0.7 million of our total general and administrative expense. The increase in general and administrative expense for the three months ended March 31, 2004 as compared to the three months ended March 31, 2003 is primarily attributable to:

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adjustment to the accrual for workers’ compensation;

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other outside services for various projects; and

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litigation costs related to a successful arbitration proceedings with a former insurer.

We believe we have aligned general and administrative expenses with current results of operations. We plan to continue to monitor general and administrative expenses in view of our expected future operating results.

In-Process Research and Development. In connection with the NAA acquisition, we recognized a $14 million write-off for technology that had not yet reached technological feasibility, had no alternative future use and for which successful development was uncertain.

Amortization of Intangibles. In connection with the acquisition of intangible assets from NAA, we amortized $0.7 million of customer relationships, $0.6 million of completed technology and $0.3 million of order backlog during the three months ended March 31, 2004. In connection with the acquisition of intangible assets from AccessLan, we amortized $0.3 million of deferred compensation, non-compete agreements and completed technology during the three months ended March 31, 2004. During the three months ended March 31, 2003, we amortized $0.8 million of deferred compensation, non-compete agreements and completed technology arising from the AccessLan acquisition. We expect to continue expensing the NAA intangibles through 2013 and the AccessLan intangibles through 2005.

Integration Costs. In connection with integrating NAA in February 2004, we incurred $1.1 million in integration costs for consultants, accounting services, travel and other related costs. For the period February 20 through March 31, 2004, the acquired NAA business accounted for approximately $0.1 million of our total integration costs.

Other Income. Other income decreased to $2.9 million in the three months ended March 31, 2004, from $3.9 million in the three months ended March 31, 2003. The decrease was primarily the result of settling the Cisco hedge contracts in 2003. The gains generated by the hedge contracts more than offset the Cisco share losses in 2003, resulting in unrealized gains.

Income Taxes. The effective tax rate was 27% for the three month period ended March 31, 2004 compared with 25% for the three months ended March 31, 2003. The higher rate in 2004 is attributable to several factors including the phase-out of the research and development tax credit as a result of the related tax law expiring during mid-2004, reduced tax-exempt income resulting from liquidating a portion of the marketable securities portfolio for the cash purchase of NAA and higher forecasted net income during 2004. The lower rate in 2003 was primarily the result of investing the proceeds from the Cisco hedge contract settlements in 2003 in tax-exempt marketable securities.

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Goodwill

We allocated the NAA and AccessLan purchase prices based on valuations performed by third party appraisal firms. Goodwill is measured as the excess of the cost of acquisition over the sum of the amounts assigned to identifiable assets acquired less liabilities assumed. We perform goodwill impairment tests on an annual basis and between annual tests when circumstances warrant. The NAA purchase resulted in $134.6 million assigned to goodwill as of March 31, 2004. The $55.9 million in goodwill resulting from the AccessLan acquisition remained unchanged as of March 31, 2004.

Summary of Certain Significant Items

AFC management takes certain significant items into consideration when evaluating internal performance and results of operations. We exclude certain significant items from our GAAP results of operations for budgeting purposes, reviewing business performance and making investment decisions. We exclude these items because we believe the resulting amounts provide a more consistent and useful basis for comparison between periods. Significant items excluded from our GAAP results of operations include (in thousands):

Three Months Ended March 31, 2004

•

$14 million for in-process research and development costs written off upon the acquisition of NAA; and

•

$1.9 million in amortization of intangible assets acquired in the NAA and AccessLan acquisitions.

Three Months Ended March 31, 2003

•

$0.8 million in amortization of intangible assets acquired in the AccessLan acquisition; and

•

$1.4 million in unrealized gains on our Cisco securities holdings and related hedge contracts.

Liquidity and Capital Resources

Liquidity and capital resources refers to the ability to generate cash to meet existing and known or reasonably likely future cash requirements in the short-term and foreseeable future. Our forecasts take into account financial resource needs, working capital and capital expenditure requirements, and operating lease obligations. We believe our existing cash and marketable securities and cash flows from operating and financing activities are adequate to support our financial needs in both the short-term and the foreseeable future.

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Cash, Cash Equivalents and Marketable Securities

The following table summarizes our cash, cash equivalents and marketable securities (in thousands):

Cash and cash equivalents. The $122.0 million decrease was the result of paying $240 million in cash to acquire NAA, and $1.8 million in cash for related acquisition costs. We also made a $2 million investment in a privately-held company during the three months ended March 31, 2004. Additionally, we paid a $2 million PCP to Verizon for failing to timely achieve a product release milestone.

Cisco marketable securities. The $4.0 million decrease was the result of market price volatility.

At March 31, 2004, we owned 10.6 million shares of Cisco common stock. We acquired these shares as a result of an investment in privately-held Cerent Corporation, which was merged with Cisco in 1999. In 2000, we entered into two three-year hedge contracts, pledging all of our Cisco stock to secure the obligations under these contracts. In 2003, the hedge contracts matured, and we entered into stock loan agreements with a lender, borrowing 10.6 million shares of Cisco stock to settle the hedge contracts. The fair market value of the Cisco stock loans is reflected as a current liability.

We believe that settling the hedge contracts using borrowed shares of Cisco stock allows for a deferral of the tax on the hedge contract gains. During 2003, we paid estimated federal and state taxes net of applicable credits on the full amount of the gains in order to avoid potentially significant interest and penalties should we be unable to sustain our tax position. We plan to seek a refund on the estimated $210 million portion we believe is subject to deferral.

In connection with borrowing the Cisco shares under the stock loans, we pay borrowing fees and a fee adjustment based on the average daily price of Cisco stock. The majority of the borrowing fees is expensed based on the forecasted average share price of Cisco stock during each quarter. A portion of the borrowing fees is expensed on a straight-line basis over the lives of the loans. We expect to incur approximately $1 million annually in legal fees and borrowing fees, net of taxes, to pursue our tax position.

Provisions in the Cisco stock loans contain “make-whole” fee arrangements. The make-whole fees would provide the lender with the discounted net present value of a portion of future borrowing fees. The make-whole fees are triggered if we assign the loans to another lender, or terminate and enter into a similar transaction with another lender, or we are acquired by Cisco. The make-whole fees are calculated based on the net present value, discounted at 10% per annum, of a portion of future borrowing fees due up to and including the seventh year. Based on the arithmetic average closing price of Cisco’s stock for the three months ending March 31, 2004, the maximum gross potential amount payable would be $2.4 million over the next six years.

Other marketable securities. The $111.3 million decrease was the result of liquidating securities for cash required to purchase NAA.

Restricted cash equivalents. $20.0 million in restricted cash equivalents and marketable securities is held as collateral to back a three-year bond posted for a U.S. customer contract. The bond guarantees our performance under the contract. We will continue to earn interest at an average rate of approximately 0.9% on the restricted cash equivalents and marketable securities during the bond period. The $20.0 million restricted cash is recorded in other assets on the balance sheets.

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Cash Flows

The following table summarizes our cash flows (in thousands):

Operating activities in the first three months of 2004 provided cash, primarily due to an increase in accrued liabilities, the majority of which was the acquired NAA’s warranty reserve. Offsetting this were increases in receivables resulting from the non-linearity of shipments at the end of the quarter and increases in inventories due to acquiring NAA’s inventory. Investing activities in the first three months of 2004 used cash primarily as a result of paying $241.8 million in cash and associated costs to acquire NAA. This was partially offset by sales and maturities of marketable securities exceeding purchases.

Performance Metrics

The following table summarizes certain performance metrics (in thousands, except days sales outstanding (DSO) and inventory turns):

The increase in DSO as of March 31, 2004 was the result of decreased shipping linearity during the three months ended March 31, 2004 as compared with the three months ended December 31, 2003. Shipments during the quarter ended March 31, 2004 were concentrated to a greater extent in the final month of the quarter, which had the effect of increasing DSO. The acquisition of NAA and associated accounts receivable also increased DSO.

Inventory turns decreased as of March 31, 2004 primarily due to the increase in inventory levels resulting from acquiring NAA’s inventory.

The decrease in working capital as of March 31, 2004 was primarily the result of acquiring NAA for $240 million in cash and $1.8 million in associated costs.

Borrowings

We maintain an uncommitted bank facility for the issuance of commercial and standby letters of credit. At March 31, 2004 we had $2.2 million in letters of credit outstanding under this facility, including $0.5 million issued as a five-year deposit on one of our leased facilities.

We maintain agreements with two banks under which we may enter into foreign exchange contracts up to $40.0 million. There are no borrowing provisions or financial covenants associated with these facilities. At March 31, 2004, there were no foreign exchange contracts outstanding.

Workforce Reduction

In April 2003, we announced a reduction in our workforce to reduce expenses and align our cost structure with our revised business outlook. The major components of the reduction included severance and employee related

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expenses, and consolidation of excess leased facilities. The following table summarizes expenditures from December 31, 2003 through March 31, 2004 related to the workforce reduction (in thousands):

We anticipate the remaining severance and employee-related expenses will be paid through mid 2004. The remaining expenditures relating to the consolidation of excess leased facilities will be paid through 2009.

Stock Repurchases

We did not make any stock repurchases during the three months ending March 31, 2004.

Contractual Obligations

The following table summarizes our known contractual obligations as of March 31, 2004 that will affect our liquidity and cash flows in future periods (in thousands):

We do not have contractual obligations related to:

•

Long-term debt obligations;

•

Capital lease obligations; or

•

Significant other long-term liabilities.

We sublease three of our facilities. The total future minimum lease payments above have not been reduced by $13.9 million of future sublease payments to be received under non-cancelable subleases.

In 2001, we vacated an engineering facility in Largo, Florida and entered into a sublease agreement for the entire space. Our lease term continues through 2007, while the sublease agreement extends through 2004. We accrued $1.5 million to short-term and long-term liabilities for this operating lease in 2001. The amount represents the present value of the loss we expect to incur for the ongoing shortfall between our sublease income and operating lease obligation. If the sublessee does not renew their lease agreement with us, and we are unable to enter into

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another sublease agreement through the March 31, 2007 term of the lease obligation, the amount of the ultimate loss based on the lease could increase by up to $1 million before tax.

The Cisco stock loan obligations are repayable with 10.6 million shares of Cisco stock. There is no contractual dollar obligation under the loan agreements. We intend to settle the loans using the 10.6 million Cisco shares we own. For purposes of the contractual obligations disclosure only, we used Cisco’s share price of $23.40 as of March 26, 2004 to determine the hypothetical value of the loan obligations assuming the loans are settled in 2010.

The Cisco stock loans borrowing fees are partially based on Cisco’s average share price at the end of each quarter. For purposes of the contractual obligations disclosure, we used the $24.60 arithmetic average of Cisco’s share closing price during our first fiscal quarter to determine the hypothetical value of the borrowing fees assuming the loans are settled in 2010.

We have purchase agreements with contract manufacturers. Under these agreements, the maximum liability for purchase commitments as of March 31, 2004 was $22.6 million, of which $0.6 million was accrued on the balance sheet. During the three months ended March 31, 2004, we reversed $0.2 million in reserve for purchase commitments to contract manufacturers due to changes in estimates and activity.

We have made commitments for sales returns from customers. We consider the inventory to have little to no value upon return. The maximum liability for this inventory as of March 31, 2004 was $1 million, of which $0.1 million was accrued on the balance sheet. During the three months ended March 31, 2004, we reversed $0.8 million in reserve for purchase commitments to customers due to changes in estimates and activity.

Subsequent Event

In April 2004, we were notified that we had won an arbitration proceeding with a former insurer. The insurance company provided us with coverage in 1998 when several lawsuits were brought against AFC and certain former directors and officers relating to securities litigation. The insurance company later refused to pay approximately $5 million under an excess liability policy in 2002 related to the covered defense costs and settlement of the class action securities lawsuit and two individual, non-class actions which were related to the consolidated securities class actions. As a result, we commenced arbitration proceedings in 2003. We have been awarded approximately $5.8 million in compensatory damages and interest. In the decision, the arbitrators found the conduct of the insurer to be in bad faith, such that we are entitled to apply for attorneys’ fees and arbitration fees incurred. We expect to receive the final award, which would include the compensatory damages as well as certain attorneys’ fees and costs, sometime during the three months ending June 30, 2004. No provision has been made for the expected receipt of these arbitration proceeds. When received, the amount will be recorded as a reduction to operating expenses because the original defense costs, settlements and arbitration costs we incurred were charged to operating expense.

Based on past performance and current expectations, we believe that our cash and cash equivalents, marketable securities and cash generated from operating and financing activities will be adequate to support our financial resource needs, working capital and capital expenditure requirements, and operating lease obligations, for at least the next 12 months.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.

Risk Factors That Might Affect Future Operating Results and Financial Condition

You should carefully consider the following risk factors and the other information included in this Quarterly Report on Form 10-Q before investing in our common stock. Our business and results of operations could be seriously impaired by any of the following risks. The trading price of our common stock could decline due to any of these risks and investors could lose part or all of their investment.

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A number of factors could cause our operating results to fluctuate significantly and cause volatility in our stock price.

Our quarterly and annual operating results have fluctuated in the past and are likely to fluctuate in the future due to a variety of factors, many of which are outside our control. These factors include, but are not limited to:

•

Telecommunications market conditions and general economic conditions;

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The level of capital spending and financial strength of our customers;

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Changes in revenues, cost of revenues and gross margins resulting from changes in our sales and distribution mix;

•

Changes in revenues, cost of revenues and gross margins resulting from variations in the mix of products sold;

•

The effect of winter seasonality on shipments and installations which may cause revenues in the quarter ended March 31 to be lower than revenues in the preceding quarter ended December 31;

•

Our ability to successfully introduce new technologies and products ahead of our competitors;

•

Introductions or announcements of new products by our competitors;

•

The timing, size and mix of the orders we receive;

•

Adequacy of supplies for key components and assemblies;

•

Financial strength of our customers and vendors;

•

Our ability to effectively and efficiently produce and ship orders promptly on a price-competitive basis;

•

Our ability to accurately forecast and execute our strategy and operating plans;

•

Our ability to integrate and operate acquired businesses and technologies; and

•

Changes in accounting rules, such as expensing employee stock option grants.

Any of these factors could result in a significant negative impact on our operating results. Volatility in the price of our common stock may occur as the result of operating results not meeting the expectations of the investment community. In such event, the market price of our common stock could significantly decline. A significant market price decline could result in litigation. Litigation could be costly, lengthy and divert management’s attention and resources from our core business operations.

We rely on a limited number of customers for a substantial portion of our revenues. If we lose one or more of our significant customers or experience a decrease in the level of sales to any of these customers, our revenues and net income could decline.

Sprint and BellSouth accounted for 27.1% and 15.7%, respectively, of revenues in the first three months of 2004. Sprint and Alltel accounted for 30.7%, and 12.4%, respectively, of revenues in the first three months of 2003. No other single customer accounted for 10% or more of revenues in either of these periods. Our five largest customers accounted for 69% and 60% of revenues in the three months ended March 31, 2004 and 2003, respectively. We anticipate that results of operations in any given period will continue to depend to a great extent on sales to a small number of large accounts. This dependence may increase due to our strategy of growing several large accounts. There can be no assurance that significant existing customers will continue to purchase products from us at current levels, if at all. In the event that a significant existing customer merges with another company, there can be no assurance that such customer will continue to purchase our products. The loss of one or more significant existing customers or a decrease in the level of purchases from these customers could result in a decrease in revenues and net income, an increase in excess and obsolete inventory, and increase our dependency on our remaining significant customers.

Sprint and Alltel are distribution subsidiaries of Sprint Corporation and Alltel Corporation, respectively. These subsidiaries distribute our products to their respective affiliates for deployment in their own networks and resell our products to third party IOC customers. Historically, we believe that products representing approximately 25% to 40% of our sales to Sprint and Alltel have been sold to IOC customers.

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Significant portions of our revenues are generated through sales of the AccessMAX family of products and a decline in demand for these products would result in decreases in revenues and net income.

Significant portions of our revenues are derived from our AccessMAX product family. Any decrease in market demand for AccessMAX products would result in decreased revenues and lower net income. Factors that could affect demand for our products include price competition, regulatory uncertainty, technological change and new product introductions or announcements by our competitors.

Recent and future acquisitions may compromise our operations and financial results.

We recently completed the acquisition of NAA. We have limited experience in acquiring and integrating companies. We may pursue additional acquisitions of companies, products and technologies in the future as part of our efforts to enhance our existing product solutions, introduce new product solutions and fulfill changing customer requirements.

Acquisitions could adversely affect our operating results in the short-term. The NAA acquisition, and acquisitions in general, involve numerous risks including disruption of our business, exposure to unknown liabilities of the acquired company, and failure to successfully integrate the operations, products, technologies or personnel of the acquired company. We may not realize the anticipated benefits of our acquisition of NAA or other acquisitions in the future, such as increased market share and sales or successful development and market acceptance of new products. The acquired products and technologies in the NAA acquisition or other future acquisitions may not result in sufficient revenues to offset the expenses associated with the acquisition.

Goodwill arising from acquisitions may become impaired and result in significant impairment write downs charged to our operating results. As of March 31, 2004, we had $190.5 million in goodwill related to the acquisition of NAA in February 2004 and AccessLan in 2002. The effect of an impairment write down could harm our business, financial condition and results of operations.

We operate in a rapidly changing competitive and economic environment. If we are unable to adapt quickly to these changes, our business and results of operations could be seriously harmed.

The telecommunications equipment market is characterized by rapid change and converging technology, the full scope and nature of which is difficult to predict. We believe that technological and regulatory change will continue to attract new entrants to the access market. Industry consolidation among our competitors may increase their financial resources, enabling them to reduce their prices. This could require us to either reduce our product prices or risk losing market share. Moreover, industry consolidation may result in stronger competitors that are better able to compete as sole-source suppliers for their customers.

Some of our competitors have broader product portfolios and market share, and may not be as susceptible to downturns in the telecommunications industry. These competitors’ offerings compete directly with our product solutions and provide comprehensive ranges of other products.

Our principal established competitors include Alcatel and Lucent. Some of our competitors enjoy superior name recognition in the market or have more extensive financial, marketing and technical resources than we do. We expect to face increased competition with our established and newly launched product solutions, from both established and emerging competitors.

Continued growth in the access market is highly dependent on a strong level of capital investments in broadband access solutions and a positive regulatory environment for larger ILEC customers. Future reductions in capital expenditures by companies in the telecommunications industry, including some of our customers, could seriously harm our revenues, net income and cash flows.

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Our revenues depend on the capital spending programs and financial capabilities of our customers and ultimately on the demand for new telecommunications services from end users.

Our customers are public carriers and, in the U.S., include ILECs, IOCs and RBOCs. Our ability to generate future revenues depends upon the capital spending patterns and financial capabilities of our customers, continued demand by our customers for our product solutions and services, and end user demand for advanced telecommunications services. The financial problems affecting the telecommunications industry in general could continue to cause a slowdown in our sales and result in slower payments or in customer payment defaults. Further, there can be no assurance that carriers, foreign governments or other customers will pursue infrastructure upgrades that will necessitate the implementation of advanced product solutions such as ours. Infrastructure improvements may be delayed or prevented by a variety of factors including cost, regulatory obstacles, the lack of consumer demand for advanced telecommunications services and alternative approaches to service delivery. The economic slowdown impacting the telecommunications industry has affected customers’ capital spending patterns for deploying new services and we cannot provide assurance as to when, or if, capital spending will improve.

Failure to develop and introduce new product solutions that meet changing customer requirements and address technological advances would limit our future revenues.

The telecommunications equipment market is characterized by rapidly changing technology, changes in end user requirements, and frequent new product introductions and enhancements. Our success will depend upon our ability to accurately forecast market trends, enhance our product solutions through the timely development of new technology, develop and introduce new feature enhancements, and implement ongoing cost reductions. We must commit significant resources to develop new product solutions before knowing whether our investments will result in solutions the market will accept. Market acceptance of our product solutions may be significantly reduced or delayed if we fail or are late to respond to new technological developments, or if we experience delays in product development.

The introduction of products embodying new technologies or the emergence of new industry standards can render our existing products obsolete or unmarketable. Competitors’ new products, product enhancements, services or technologies that replace or shorten the life cycle of our products could impair the competitiveness of our product solutions.

Our future operating results will be impacted by whether new products and solutions, including AdvancedVoice, AFC FiberDirect, TelcoVideo and UniversalDSL, are widely deployed by operators, the actual timing and quantity of orders for our solutions, growth in demand for broadband services, and our ability to gain market share and experience growth. For example, in November 2003, Verizon announced it selected us as one of four vendors to provide the equipment for its planned deployment of high-speed, high-capacity FTTP systems. We will incur costs and expenses associated with preparation for the deployment of our FTTP systems; these deployment costs and expenses will precede our generation of revenues from the FTTP systems. Our future revenues and expenses will be affected by the degree to which Verizon invests in FTTP systems and the timing of any such investment.

We may be unable to secure necessary components and support because we depend upon a limited number of third party manufacturers and support organizations, and in some cases we rely upon sole or limited-source suppliers.

Our growth and ability to meet customer demands are dependent on our ability to obtain timely deliveries of components from our suppliers. We currently purchase certain key components from sole or limited-source vendors. Most of our component purchases are on a purchase order basis without guaranteed supply arrangements. Some of our sole and limited-source vendors allocate parts to multiple telecommunications equipment manufacturers based on market demand for components and equipment. This may result in shortages of certain key components sold to us. In the event of a disruption in supply, we may not be able to identify an alternative source in a timely manner, at favorable prices or of acceptable quality. Such a failure could limit our ability to meet scheduled deliveries to our customers and increase our expenses. This could reduce our gross profit margin and net income.

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We have purchase agreements with contract manufacturers (CMs) which allow us to negotiate volume discounts and help assure us of a steady supply of components. The agreements require the CMs to purchase component parts to be used in manufacturing our products and authorize them to make purchases in accordance with agreed upon lead times. We provide CMs with forecasts of our expected needs and we issue purchase orders covering a certain period of time for specific quantities. As customers increasingly demand shorter delivery timeframes, the difficulty of accurately forecasting component mix and quantity needs creates additional risk. If we overestimate our requirements, the CMs may assess cancellation penalties or we may have excess or obsolete inventory. If we underestimate our requirements, the CMs may have inadequate inventory, which could interrupt manufacturing of our products. Both situations could reduce our gross profit margin and net income.

We cannot be assured that CMs will allocate sufficient resources to the timely completion of our orders in accordance with our quality standards. Qualifying a new CM is costly and time consuming and could result in significant interruptions in the supply of our products.

We may be unable to sell customer-specific inventory, which could result in lower gross profit margins and net income.

Some of our customers’ order specifications require us to design and build systems and purchase parts that are unique to a customer. In many cases, we forecast and purchase components in advance and allocate resources to design and manufacture the systems. If our customers’ requirements change or if we experience delays or cancellation of orders, we may be unable to cost-effectively rework system configurations or return parts to inventory as available-for-sale. Write downs and accruals for unrealizable inventory negatively impact our gross profit margins and net income.

Failure or inability to protect our intellectual property would adversely affect our ability to compete, which could result in decreased revenues.

We seek to protect our technology through a combination of copyrights, trademarks, trade secret laws, contractual obligations and patents. These intellectual property protection measures may not be sufficient to prevent wrongful misappropriation of our technology. These measures will not prevent competitors from independently developing technologies that are substantially equivalent or superior to our technology. The laws of many foreign countries do not protect our intellectual property rights to the same extent as the laws of the U.S. Failure or inability to protect proprietary information could result in loss of our competitive advantage, loss of customer orders and decreased revenues. Furthermore, policing the unauthorized use of our products is difficult. Litigation may be necessary in the future to enforce our intellectual property rights. Litigation could result in substantial costs and diversion of management resources, while not guaranteeing a successful result.

We may be subject to intellectual property infringement claims that are costly and time consuming to defend and could limit our ability to use some technologies in the future.

We have been subject to several intellectual property disputes in the past, and due to the intensely competitive nature of our industry, we expect to continue being subject to infringement claims and other intellectual property disputes. As a result, we may be subject to additional litigation and may be required to defend against claimed infringements of the rights of others or to determine the scope and validity of the proprietary rights of others. Litigation could be expensive, lengthy and divert management’s attention and resources from core business operations. Adverse determinations could result in the loss of our proprietary rights, or prevent us from manufacturing or selling our products. They may also subject us to significant liabilities and require that we seek licenses from third parties. In such case, we cannot be assured that licenses will be available on commercially reasonable terms, if at all, from any third party that asserts intellectual property claims against us. Any inability to obtain third party licenses required to develop new products or product enhancements could require us to obtain substitute technology of lower quality or performance standards or at greater cost, any of which could seriously impair our competitiveness.

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We must attract, retain and motivate key technical and management personnel in order to sustain or grow our business.

Our success depends in large part on our ability to attract and retain key technical and management personnel. Despite the economic slowdown, competition for some specific skill sets remains intense. The process of identifying and attracting key employees is often a lengthy and costly process. Our key employees generally do not have employment agreements. The Financial Accounting Standards Board’s exposure draft to expense stock options could adversely affect our policy of issuing stock options to all employees. This could have a direct effect on our ability to retain key employees. There can be no assurance that we will succeed in retaining key employees. We expect continued challenges in recruiting, assimilating, motivating and retaining the key technical and management personnel necessary to effectively manage our operations.

Our products are complex and may contain undetected errors that could result in significant unexpected expenses.

Our products are complex, and despite extensive testing, may contain undetected defects or errors. These issues may only become apparent after products are shipped, when product features are introduced or as new versions are released. The occurrence of any defects, errors or failures could result in delays or cancellation of orders, product returns, warranty costs or legal actions by our customers or our customers’ end users. Any of these issues could reduce revenues, gross profit margin and net income.

We are subject to numerous and changing regulations and industry standards. If our products do not meet these regulations or are not compatible with these standards, our ability to sell our products could be seriously harmed.

Our products must comply with a significant number of voice and data regulations and standards, which vary between U.S. and international markets. Our ability to sell products would be impaired if we fail to ensure our systems are compliant with evolving standards and regulations in a timely manner. Testing to ensure compliance and interoperability requires significant investments of time and money. Additionally, our selling ability would be impaired if we fail to obtain compliance on new features or fail to maintain interoperability with equipment from other companies. As a result, we could experience customer contract penalties, delayed or lost customer orders, decreased revenues and reduced net income.

In our work with large customers such as RBOCs, our agreements may contain provisions for PCPs that are tied to key milestones related to the availability of product releases containing certain product features. Completion of such milestones requires timely and successful R&D efforts, and on converting the results of those R&D efforts into usable, cost effective products. R&D efforts are, by their very nature, large and complicated projects, which rely in part on the work of third parties over which we have limited control, and on which there can be no assurance of success. For example, our agreement with Verizon to provide FTTP systems has several provisions requiring PCPs for failure to meet key milestones or provide product features by specified dates. We paid a $2 million PCP to Verizon and offset the cash payment against revenue during the three months ended March 31, 2004. We could experience an offset to revenues and reduced net income in future quarters due to penalties imposed under such agreements as a result of failures to comply with strict contractual terms.

We have maintained compliance with ISO 9001 since we were first certified in 1997, and TL 9000 since we were first certified for hardware, software and services in 2000. TL 9000 contains all ISO 9001 requirements as well as other telecommunications industry requirements. There can be no assurance that we will maintain these certifications. The failure to maintain TL 9000 certification may adversely impair the competitiveness of our products.

Government actions will continue to have a direct impact on the telecommunications industry and our business. We believe the final ruling arising from the FCC’s Triennial Review encourages long-term investment in broadband networks and migration to FTTP-based services. The FCC, moreover, currently has before it requests for reconsideration that we believe would enhance incentives to invest in FTTC. The 1996 Telecommunications Act imposed additional regulations that affect telecommunications services, including changes to pricing, access by competitive vendors and other broad changes to data and telecommunications networks and services. These

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changes have had a major impact on the pricing and availability of services, and may affect the deployment of future services. There can be no assurance that any future legislative and regulatory changes will not have a material adverse effect on our products’ competitiveness. Moreover, uncertainty regarding future legislation and governmental policies combined with emerging new competition may also affect the demand for our product solutions.

We face risks associated with international markets and distribution channels.

International sales accounted for 14% and 16% of our revenues in the three months ended 2004 and 2003, respectively. International sales have fluctuated in absolute dollars and are expected to continue to fluctuate in future periods.

Access to international markets is often difficult to achieve due to trade barriers and established relationships between government-owned or government-controlled carriers and traditional local equipment vendors. We rely on a number of third party distributors and sales representatives to market and sell our products outside of the U.S. There can be no assurance that third party distributors or sales representatives will provide the support and effort necessary to effectively service our international markets. In some cases, our gross profit margins have been lower for sales through third party and indirect distribution channels than for sales through our direct sales efforts. Increased sales through our third party and indirect distribution channels could reduce our overall gross profit margin and net income.

Although we have attempted to minimize our exposure to taxation in foreign countries, any income or other taxes imposed may increase our overall effective tax rate, thereby adversely impacting our competitiveness in those countries. We currently intend that any earnings of our foreign subsidiaries remain permanently invested in these entities to facilitate the potential expansion of our business. Our cash flows could be adversely affected to the extent that these earnings are actually or deemed repatriated, resulting in the imposition of additional U.S. federal and state income taxes.

We must comply with various country-specific standards and regulations to compete in international markets. Our product solutions may be incompatible with the legacy infrastructure of some international markets. If our existing international customers adopt network standards incompatible with those supported by our product solutions, we could experience a loss of revenues and lowered net income. Any inability to obtain or maintain local regulatory approval could delay or prevent entrance into certain markets. These factors could result in delays or loss of customer orders, decreased revenues and lower net income.

Economic risks that may impact our international sales include the inability to collect receivables from customers due to a country’s economic collapse and resulting currency exchange controls. This would negatively impact our cash flow and result in receivable write-offs.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We have a Cisco shares liability for 10.6 million shares of Cisco common stock borrowed and outstanding at March 31, 2004. The following table shows the changes in fair value of the Cisco shares liability arising from a hypothetical 20% increase or decrease in Cisco’s stock price. Based on the $23.40 closing price at March 26, 2004, the last trading day of our first fiscal quarter, the amounts were (in thousands):

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We have a Cisco shares asset for 10.6 million shares of Cisco common stock as of March 31, 2004. The following table shows the changes in fair value of the Cisco shares arising from a hypothetical 20% increase or decrease in Cisco’s stock price. Based on the $23.40 closing price at March 26, 2004, the amounts were (in thousands):

We have foreign currency sales to two international customers. When circumstances warrant, we hedge foreign currency risk on certain accounts receivable and accounts payable with forward contracts that generally expire within 60 days. These forward currency contracts are not designated as hedges and changes in the fair value of the forward contracts are recognized immediately in earnings.

At March 31, 2004, we held a $3.3 million investment in a privately-held company. The investment represents 2% ownership of the company on a fully diluted basis. The company designs and manufactures telecommunications equipment. We began investing in the company in 1999. We maintain this investment on a cost basis and do not have the ability to exercise significant influence over the company’s operations. Our investment carries risk because the products of this company have been in general release for a limited time. This company is also subject to risks resulting from uncertain standards for new products and competition. If these products fail to generate customer interest, the value of the company would likely decline and could result in impairment of our investment. Additionally, macroeconomic conditions and an industry capital spending slowdown are affecting the availability of venture capital funding, and the valuations of private companies. We could lose our entire investment in this company and be required to record a charge to operations for any loss. Our ability to earn a return on this investment is largely dependent on the occurrence of an initial public offering, merger, or sale of the company.

At March 31, 2004, we held a $2.0 million investment in a privately-held company. The investment represents 7% ownership of the company on a fully diluted basis. The company is a supplier of optical components. We maintain this investment on a cost basis and do not have the ability to exercise significant influence over the company’s operations. Our investment carries risk because the products of this company are specialized and have a limited market. We could lose our entire investment in this company and be required to record a charge to operations for any loss. Our ability to earn a return on this investment is largely dependent on the occurrence of an initial public offering, merger, or sale of the company.

Item 4. Controls and Procedures

AFC maintains “disclosure controls and procedures,” as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934 (the Exchange Act). These disclosure controls and procedures are designed to ensure that information required to be disclosed by AFC in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. They are also designed to ensure that such information is accumulated and communicated to AFC’s management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating AFC’s disclosure controls and procedures, we recognized that no matter how well conceived and operated, disclosure controls and procedures can provide only reasonable, not absolute, assurance that their objectives are met. Additionally, we evaluated the cost-benefit relationship in the design of our disclosure controls and procedures. Their design is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Subject to the limitations noted above, our management, with the participation of our CEO and CFO, has evaluated the effectiveness of the design and operation of AFC’s disclosure controls and procedures as of the end of the fiscal quarter covered by this quarterly report on Form 10-Q. Based on that evaluation, the CEO and CFO have concluded that AFC’s disclosure controls and procedures were effective to meet the objectives for which they were designed.

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There were no changes in our internal control over financial reporting identified in connection with the foregoing evaluation that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

     (a)

(b) Current Reports on Form 8-K were furnished or filed with the SEC on:

•

January 5, 2004 reporting, under Item 5 of Form 8-K, the issuance of a press release announcing the signing of a definitive agreement pursuant to which AFC will acquire North American Access;

•

January 27, 2004 reporting, under Item 12 of Form 8-K, the issuance of a press release announcing the financial results of fiscal year 2003 and fourth quarter ended December 31, 2003;

•

February 23, 2004 reporting, under Item 5 of Form 8-K, the completion of the acquisition of North American Access; and

•

March 4, 2004 reporting, under Item 2 of Form 8-K, the purchase of assets in connection with the acquisition of North American Access.

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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 thereunto duly authorized.

32

Index of Exhibits

33