MRV Communications (MRVC) 8-K MRV Achieves Strong Revenue Growth and Profitability In Third Quarter of 2006

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 25, 2006

MRV COMMUNICATIONS, INC.

(Name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of Incorporation or organization)	06-1340090 (I.R.S. Employer Identification Number)
20415 Nordhoff Street Chatsworth, Ca (Address of principal executive offices)	91311 (Zip Code)

Registrant’s telephone number, including area code: (818) 773-0900

Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.1

EXHIBIT 99.2

Item 2.02 — Results of Operations and Financial Condition.

On October 25, 2006, registrant made an earnings release announcing registrant’s third quarter 2006 financial results, the text of which is set forth in Exhibit 99.1 attached hereto. All information in the press release is presented as of October 25, 2006, and registrant does not assume any obligation to update such information in the future.

On October 25, 2006, as previously announced, registrant held a teleconference and audio web cast to discuss its third quarter 2006 financial results. The transcript of, and the Financial Highlights Overview and Highlights presented at, this teleconference and web cast is furnished herewith as Exhibit 99.2. All information in the transcript and web cast is presented as of October 25, 2006, and registrant does not assume any obligation to update such information in the future.

The information included in this Item 2.02, as well as Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

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Item 8.01. Other Events.

On October 25, 2006, MRV publicly announced its unaudited statements of operations for the three and nine months ended September, 2006 and its balance sheets at September 30, 2006. These financial statements, which are included herein as part of Item 8.01 of this Report, follow on pages 4 and 5 of this Report.

[Remainder of this page intentionally left blank]

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MRV Communications, Inc.
Statements of Operations
(In thousands, except per share data)

	Three Months Ended						Nine Months Ended
	Sept. 30,			Sept. 30,			Sept. 30,			Sept. 30,
	2006			2005			2006			2005
				(Unaudited)
Revenue	$	89,616		$	65,875		$	253,843		$	192,529
Cost of goods sold		60,962			46,157			172,621			129,414
Gross profit		28,654			19,718			81,222			63,115
Gross margin		32	%		30	%		32	%		33	%
Operating costs and expenses:
Product development and engineering		7,331			6,133			20,983			18,951
Selling, general and administrative		20,991			15,762			63,602			52,342
Goodwill impairment		—			—			52			—
Total operating costs and expenses		28,322			21,895			84,637			71,293
Operating income (loss)		332			(2,177	)		(3,415	)		(8,178	)
Interest expense		(819	)		(767	)		(2,608	)		(3,268	)
Other income, net		1,646			1,117			3,312			1,833
Income (loss) before taxes		1,159			(1,827	)		(2,711	)		(9,613	)
Provision for taxes		943			1,317			3,397			4,111
Net income (loss)(1)	$	216		$	(3,144	)	$	(6,108	)	$	(13,724	)
Net Income (loss) per share:
Basic	$	0.00		$	(0.03	)	$	(0.05	)	$	(0.13	)
Diluted	$	0.00		$	(0.03	)	$	(0.05	)	$	(0.13	)
Weighted average number of shares:
Basic		125,202			104,437			119,394			104,312
Diluted		126,365			104,437			119,394			104,312

(1) Net income (loss) for the three and nine months ended September 30, 2006 included share-based compensation expense related to employee stock options of $862,000 and $2.5 million, respectively, under SFAS 123(R). Net loss for nine months ended September 30, 2005 included share-based compensation expense under SFAS 123 of $162,000. There was no share-based compensation expense for the three months ended September 30, 2005.

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MRV Communications, Inc.
Balance Sheets
(In thousands)

	September 30,		December 31,
	2006		2005
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	81,177	$	67,984
Short-term marketable securities		34,809		—
Time deposits		773		1,475
Accounts receivable, net		87,513		92,466
Inventories		70,399		42,216
Deferred income taxes		873		873
Other current assets		11,374		7,828
Total current assets		286,918		212,842
Property and equipment, net		14,042		14,065
Goodwill		35,251		33,656
Deferred income taxes		136		136
Other assets		4,605		4,478
	$	340,952	$	265,177
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term obligations	$	23,352	$	30,378
Accounts payable		52,796		45,372
Accrued liabilities		29,993		29,272
Deferred revenue		6,974		6,076
Other current liabilities		3,651		2,230
Total current liabilities		116,766		113,328
Convertible notes		23,000		23,000
Other long-term liabilities		7,029		6,694
Minority interest		5,192		5,151
Commitments and contingencies
Stockholders’ equity		188,965		117,004
	$	340,952	$	265,177

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Item 9.01 Financial Statements and Exhibits

Exhibit 99.1	Registrant’s earnings release of October 25, 2006 announcing registrant’s third quarter 2006 (furnished pursuant to Item 2.02)
Exhibit 99.2	The transcript of, and the Financial Highlights Overview and Highlights, presented at, registrant’s teleconference of October 25, 2006 (furnished pursuant to Item 2.02).

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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.

Date: October 30, 2006

MRV COMMUNICATIONS, INC.
By:	/s/ Noam Lotan
	Noam Lotan
	President and Chief Executive Officer

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