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 21, 2004
MRV COMMUNICATIONS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| | | |
| DELAWARE | | |
| (STATE OR OTHER JURISDICTION OF | | 06-1340090 |
| INCORPORATION OR ORGANIZATION) | | (I.R.S. EMPLOYER |
| 20415 NORDHOFF STREET | | IDENTIFICATION NUMBER) |
| CHATSWORTH, CA | | 91311 |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | | (ZIP CODE) |
ISSUER’S TELEPHONE NUMBER: (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 satisfy the filing obligation of the registrant under any of the following provisions:
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
Item 2.02 — Results of Operations and Financial Condition.
On October 21, 2004, registrant made an earnings release announcing registrant’s third 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 October 21, 2004, and registrant does not assume any obligation to update such information in the future.
On October 21, 2004, as previously announced, registrant held a teleconference and audio web cast to discuss its third quarter 2004 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 21, 2004, 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 21, 2004, MRV publicly announced its statements of operations for the three and nine months ended September 30, 2004 and 2003, and its balance sheets at September 30, 2004 and December 31, 2003. 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.
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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, |
| | | 2004
| | 2003
| | 2004
| | 2003
|
| | | (Unaudited) |
Net revenue | | $ | 62,941 | | | $ | 56,817 | | | $ | 189,786 | | | $ | 169,892 | |
| Cost of goods sold | | | 42,807 | | | | 38,397 | | | | 125,665 | | | | 117,044 | |
| | | |
| | | |
| | | |
| | | |
| |
Gross profit | | | 20,134 | | | | 18,420 | | | | 64,121 | | | | 52,848 | |
Operating costs and expenses: | | | | | | | | | | | | | | | | |
| Product development and engineering | | | 6,373 | | | | 8,088 | | | | 18,516 | | | | 23,714 | |
| Selling, general and administrative | | | 16,855 | | | | 16,841 | | | | 53,681 | | | | 45,457 | |
| Impairment of goodwill and other intangibles | | | — | | | | 356 | | | | — | | | | 356 | |
| | | |
| | | |
| | | |
| | | |
| |
| Total operating costs and expenses | | | 23,228 | | | | 25,285 | | | | 72,197 | | | | 69,527 | |
| | | |
| | | |
| | | |
| | | |
| |
Operating loss | | | (3,094 | ) | | | (6,865 | ) | | | (8,076 | ) | | | (16,679 | ) |
| Other income (expense), net | | | 81 | | | | (577 | ) | | | (1,134 | ) | | | (6,009 | ) |
| | | |
| | | |
| | | |
| | | |
| |
Loss before provision for taxes and extraordinary gain | | | (3,013 | ) | | | (7,442 | ) | | | (9,210 | ) | | | (22,688 | ) |
| Provision for taxes | | | 739 | | | | 412 | | | | 2,388 | | | | 1,333 | |
| | | |
| | | |
| | | |
| | | |
| |
Loss before extraordinary gain | | | (3,752 | ) | | | (7,854 | ) | | | (11,598 | ) | | | (24,021 | ) |
| Extraordinary gain, net of tax | | | — | | | | 1,950 | | | | — | | | | 1,950 | |
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| |
Net loss | | $ | (3,752 | ) | | $ | (5,904 | ) | | $ | (11,598 | ) | | $ | (22,071 | ) |
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| |
Earnings per share: | | | | | | | | | | | | | | | | |
| Loss before extraordinary gain | | $ | (0.04 | ) | | $ | (0.08 | ) | | $ | (0.11 | ) | | $ | (0.24 | ) |
| Extraordinary gain, net of tax | | $ | — | | | $ | 0.02 | | | $ | — | | | $ | 0.02 | |
| Basic and diluted loss per share | | $ | (0.04 | ) | | $ | (0.06 | ) | | $ | (0.11 | ) | | $ | (0.22 | ) |
Weighted average number of shares: | | | | | | | | | | | | | | | | |
| Basic and diluted | | | 104,114 | | | | 103,097 | | | | 105,068 | | | | 101,152 | |
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MRV Communications, Inc.
Balance Sheets
(In thousands)
| | | | | | | | | |
| | | September 30, | | December 31, |
| | | 2004
| | 2003
|
| | | (Unaudited) | | | | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
| Cash and cash equivalents | | $ | 66,401 | | | $ | 88,706 | |
| Short-term marketable securities | | | 6,531 | | | | 5,221 | |
| Time deposits | | | 1,124 | | | | 1,411 | |
| Accounts receivable, net | | | 56,449 | | | | 53,464 | |
| Inventories | | | 45,569 | | | | 35,799 | |
| Other current assets | | | 4,323 | | | | 5,379 | |
| | | |
| | | |
| |
Total current assets | | | 180,397 | | | | 189,980 | |
Property and equipment, net | | | 20,099 | | | | 25,416 | |
Goodwill | | | 29,965 | | | | 29,965 | |
Long-term marketable securities | | | 1,676 | | | | 1,705 | |
Deferred income taxes | | | 1,778 | | | | 2,594 | |
Investments | | | 3,063 | | | | 3,063 | |
Other assets | | | 1,651 | | | | 2,040 | |
| | | |
| | | |
| |
| | | $ | 238,629 | | | $ | 254,763 | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
| Current maturities of long-term debt and short-term obligations | | $ | 5,178 | | | $ | 2,905 | |
| Accounts payable | | | 39,826 | | | | 46,811 | |
| Accrued liabilities | | | 25,630 | | | | 25,523 | |
| Deferred revenue | | | 3,288 | | | | 3,754 | |
| Other current liabilities | | | 2,280 | | | | 2,936 | |
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| |
Total current liabilities | | | 76,202 | | | | 81,929 | |
Long-term debt | | | 122 | | | | 200 | |
Convertible notes | | | 23,000 | | | | 23,000 | |
Other long-term liabilities | | | 4,442 | | | | 4,215 | |
Minority interest | | | 5,164 | | | | 5,291 | |
Commitments and contingencies | | | | | | | | |
Stockholders’ equity | | | 129,699 | | | | 140,128 | |
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| | | $ | 238,629 | | | $ | 254,763 | |
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Item 9.01 Financial Statements and Exhibits
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| Exhibit 99.1 | | Registrant’s earnings release of October 21, 2004 announcing registrant’s third quarter 2004 financial results (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 21, 2004 (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 25, 2004
| | | | | |
| | MRV COMMUNICATIONS, INC.
| |
| | By: | /s/ NOAM LOTAN | |
| | | | |
| | | Noam Lotan
President and Chief Executive Officer | |
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