MRV Communications (MRVC) 8-K MRV Reports Fourth Quarter and Year End 2003 Financial Results

Exhibit 99.1

NEWS RELEASE

MRV REPORTS FOURTH QUARTER AND YEAR END 2003 FINANCIAL RESULTS

Chatsworth, CA — February 5, 2004 – MRV COMMUNICATIONS, INC. (Nasdaq: MRVC), a leading provider of scalable network infrastructure equipment and optical components for metro and Fiber-to-the-Premises solutions, today reported its results for the fourth quarter and annual periods ended December 31, 2003.

Net loss for the fourth quarter of fiscal 2003 was $4.9 million, or $0.05 per share, compared to a net loss of $17.4 million, or $0.18 per share, for the fourth quarter of 2002 and a net loss of $5.9 million, or $0.06 per share, for the third quarter of 2003. Revenues for the fourth quarter of fiscal 2003 were $72.0 million compared to $67.7 million for the fourth quarter of last year, and $56.8 million for the third quarter 2003.

Net loss for fiscal 2003 was $27.0 million, or $0.26 per share, compared with a net loss of $479.8 million, or $5.25 per share, for the year ended December 31, 2002. Revenues for the year ended December 31, 2003 were $241.8 million, compared with $252.5 million for the year ended December 31, 2002. Revenues for the year ended December 31, 2002 included $17 million from the company’s divested passive component division.

Noam Lotan, MRV’s president and CEO, commented, “Q4 was a strong quarter for MRV and our industry. Overall revenues grew 27% sequentially. We grew in North America, with revenues up 21%, and enjoyed seasonal strength in Europe, with revenues up 30%. Our operating loss was cut in half from the previous quarter, and the bottom line continues to improve. We are encouraged with the current business climate and the near term growth prospects for MRV. As metro Ethernet continues to gain acceptance, MRV sees more potential for growth. MRV is at the leading edge of implementing the new industry standards for Ethernet service delivery and the emergence of these Services represents an excellent opportunity for us.”

Financial Highlight Presentation
A financial highlight and overview will be available in conjunction with the fourth quarter 2003 Teleconference and webcast discussed below. This presentation can be downloaded at http://www.mrv.com/investor/quarterly_center.php after 4:30 p.m. Eastern/1:30 p.m. Pacific time on Thursday, February 5, 2004.

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MRV Communications, Inc.

Statements of Operations

(In thousands, except per share data)

		Three Months Ended						Year Ended
		Dec. 31,			Dec. 31,			Dec. 31,			Dec. 31,
		2003			2002			2003			2002
Net revenue		$	71,952		$	67,654		$	241,844		$	252,532
Cost of goods sold			50,710			42,361			167,754			169,566
Gross profit			21,242			25,293			74,090			82,966
Operating costs and expenses:
	Product development and engineering		7,258			7,632			30,972			49,358
	Selling, general and administrative		17,436			20,823			62,868			90,047
	Amortization of intangibles		8			54			33			140
	Impairment loss on long-lived assets		—			522			—			17,038
	Impairment loss on goodwill and other intangibles		—			—			356			72,697
Total operating costs and expenses			24,702			29,031			94,229			229,280
Operating loss			(3,460	)		(3,738	)		(20,139	)		(146,314	)
Other expense, net			450			13,137			6,380			23,465
Loss before minority interest, provision for taxes, extraordinary gain, and cumulative effect of an accounting change			(3,910	)		(16,875	)		(26,519	)		(169,779	)
Minority interest			(21	)		85			58			230
Provision for taxes			1,028			484			2,361			13,395
Loss before extraordinary gain and cumulative effect of an accounting change			(4,917	)		(17,444	)		(28,938	)		(183,404	)
Extraordinary gain, net of tax			—			—			1,950			—
Cumulative effect of an accounting change			—			—			—			(296,355	)
Net loss		$	(4,917	)	$	(17,444	)	$	(26,988	)	$	(479,759	)
Earnings per share:
Basic and diluted loss per share:
	Loss before extraordinary gain and cumulative effect of an accounting change	$	(0.05	)	$	(0.18	)	$	(0.28	)	$	(2.01	)
	Extraordinary gain, net of tax	$	—		$	—		$	0.02		$	—
	Cumulative effect of an accounting change	$	—		$	—		$	—		$	(3.24	)
	Net loss	$	(0.05	)	$	(0.18	)	$	(0.26	)	$	(5.25	)
Weighted average number of shares:
Basic and diluted			104,747			95,811			102,022			91,421

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MRV Communications, Inc.

Balance Sheets

(In thousands)

		December 31,		December 31,
		2003		2002
ASSETS
Current assets:
	Cash and cash equivalents	$	88,706	$	100,618
	Short-term marketable securities		5,221		11,738
	Time deposits		1,411		2,789
	Accounts receivable, net		57,297		50,965
	Inventories		35,799		32,695
	Other current assets		5,379		11,283
Total current assets			193,813		210,088
Property and equipment, net			25,416		35,169
Goodwill			29,965		29,740
Intangibles			102		135
Long-term marketable securities			1,705		1,447
Deferred income taxes			2,594		2,637
Investments			3,063		3,063
Other assets			1,938		2,524
		$	258,596	$	284,803
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Current maturities of long-term debt and short-term obligations	$	2,905	$	7,393
	Convertible subordinated notes		—		32,418
	Accounts payable		50,644		41,308
	Accrued liabilities		25,523		31,542
	Deferred revenue		3,754		3,950
	Other current liabilities		2,936		2,289
Total current liabilities			85,762		118,900
Long-term debt			200		390
Convertible notes			23,000		—
Other long-term liabilities			4,215		3,666
Minority interest			5,291		7,371
Commitments and contingencies
Stockholder’s equity			140,128		154,476
		$	258,596	$	284,803

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Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, and is subject to the safe harbor created by that section. These forward-looking statements include statements by Mr. Lotan and Mr. Gonen relating to the competitive environment in 2004 and the Company’s expectations of future success in achieving its objectives. Any forward-looking statements in this press release are subject to a number of risks and uncertainties, including the strength of the overall economy and the high-technology market in particular, competition, product development efforts, and acceptance of MRV Communications’ current and future products. Actual results could differ materially from those projected in our forward-looking statements. Investors should review the risk factors described in more detail in our most recent SEC reports available free of charge from MRV Communications at www.mrv.com or from the SEC at www.sec.gov. MRV Communications, Inc. assumes no obligation to update the forward-looking statements contained in this press release.

Simultaneous Webcast and Teleconference Information
MRV Communications, Inc. will host a teleconference at 5:00 p.m. Eastern Time/2:00 p.m. Pacific Time on Thursday, February 5, 2004 to discuss fourth quarter and year end 2003 results. To participate via telephone, the dial-in number is 617-801-9702, access code 42252516. Please call ten minutes prior to the scheduled conference call time. For live webcasting, please go to the MRV Web site at http://www.mrv.com/investor/quarterly_center.php .

Replay Information
A replay of the call will be available on the company’s website, beginning at 8:00 p.m. Eastern Time/5:00p.m. Pacific Time, February 5, 2004, at http://www.mrv.com/investor/quarterly_center.php . In addition, a replay will be available by phone from 8:00 pm Eastern Time, February 5, 2004 to 8:00 pm Eastern Time, February 7, 2004 at 617-801-6888, access code 87311223.

Transcript of Mr. Lotan and Mr. Gonen’s Teleconference Discussion
A transcript of Mr. Lotan and Mr. Gonen’s Teleconference discussion will be available on MRV’s website at http://www.mrv.com/investor/quarterly_center.php         , beginning at 8:00 p.m. Eastern Time/5:00 p.m. Pacific Time on Thursday, February 5, 2004.

About MRV Communications, Inc.
MRV provides network infrastructure equipment and services, and optical components. The Company conducts its business along three principal segments: the networking group, the optical components group and development stage enterprises. MRV’s networking group provides equipment used by commercial customers, governments and telecommunications service providers, and include switches, routers, network physical infrastructure equipment and remote device management equipment as well as specialized networking products for defense and aerospace applications. MRV’s optical components group designs, manufactures and sells optical communications components, primarily through its wholly owned subsidiary LuminentOIC, Inc. These components include components for Fiber-to-the-Home, or FTTH, applications, fiber optic transceivers, and CWDM applications. The Company markets and sells its products worldwide, through a variety of channels, which include a dedicated direct sales force, manufacturers’ representatives, value-added-resellers, distributors and systems integrators. MRV has operations in Europe that provide network system design, integration and distribution services that include products manufactured by third-party vendors, as well as MRV products. Such specialization enhances access to customers and allows the Company to penetrate targeted vertical and regional markets. For more information, call MRV at 818/773-0900 or visit our websites at www.mrv.com and www.LuminentOIC.com .

Investor Relations Contact
Diana L. Hayden, 818-886-6782, ir@mrv.com