MRV Communications (MRVC) 8-K MRV Reports Second Quarter 2004 Financial Results

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): July 22, 2004

MRV COMMUNICATIONS, INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE	06-1340090
(STATE OR OTHER JURISDICTION OF	(I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)	IDENTIFICATION NUMBER)
20415 NORDHOFF STREET	91311
CHATSWORTH, CA	(ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

ISSUER’S TELEPHONE NUMBER: (818) 773-0900

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Item 5. Other Events.

On July 22, 2004, MRV publicly announced its statements of operations for the three and six months ended June 30, 2004 and 2003, and its balance sheets at June 30, 2004 and December 31, 2003. These financial statements, which are included herein as part of Item 5 of this Report, follow on pages 3 and 4 of this Report.

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Statements of Operations

(In thousands, except per share data)

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2004			2003			2004			2003
	(Unaudited)
Net revenue	$	67,231		$	61,958		$	126,845		$	113,075
Cost of goods sold		43,669			42,133			82,858			78,647
Gross profit		23,562			19,825			43,987			34,428
Operating costs and expenses:
Product development and engineering		5,805			6,890			12,143			15,626
Selling, general and administrative		18,676			16,698			36,826			28,616
Total operating costs and expenses		24,481			23,588			48,969			44,242
Operating loss		(919	)		(3,763	)		(4,982	)		(9,814	)
Other expense, net		1,040			5,511			1,215			5,432
Loss before provision for taxes		(1,959	)		(9,274	)		(6,197	)		(15,246	)
Provision for taxes		1,110			493			1,649			921
Net loss	$	(3,069	)	$	(9,767	)	$	(7,846	)	$	(16,167	)
Earnings per share:
Basic and diluted loss per share	$	(0.03	)	$	(0.10	)	$	(0.07	)	$	(0.16	)
Weighted average number of shares:
Basic and diluted		105,596			101,383			105,550			100,163

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MRV Communications, Inc.

Balance Sheets

(In thousands)

	June 30,		December 31,
	2004		2003
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	65,963		$	88,706
Short-term marketable securities		15,405			5,221
Time deposits		1,084			1,411
Accounts receivable, net		56,501			53,464
Inventories		43,237			35,799
Other current assets		4,263			5,379
Total current assets		186,453			189,980
Property and equipment, net		21,917			25,416
Goodwill		29,965			29,965
Long-term marketable securities		1,641			1,705
Deferred income taxes		1,793			2,594
Investments		3,063			3,063
Other assets		1,649			2,040
	$	246,481		$	254,763
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt and short-term obligations	$	5,087		$	2,905
Accounts payable		42,895			46,811
Accrued liabilities		25,550			25,523
Deferred revenue		3,430			3,754
Other current liabilities		3,465			2,936
Total current liabilities		80,427			81,929
Long-term debt		139			200
Convertible notes		23,000			23,000
Other long-term liabilities		4,170			4,215
Minority interest		5,169			5,291
Commitments and contingencies
Stockholders’ equity		133,576			140,128
	$	246,481		$	254,763

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Item 12 — Results of Operations and Financial Condition.

On July 22, 2004, registrant made an earnings release announcing registrant’s second quarter 2004 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 July 22, 2004, and registrant does not assume any obligation to update such information in the future.

On July 22, 2004, as previously announced, registrant held a teleconference and audio web cast to discuss its second quarter 2004 financial results. The script prepared for use by registrant’s executives 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 script and web cast is presented as of July 22, 2004, and registrant does not assume any obligation to update such information in the future.

The information included in this Item 12, 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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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: July 26, 2004

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

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