MRV Communications, Inc.
20415 Nordhoff Street
Chatsworth, CA 91311
October 11, 2013
BY EDGAR AND MESSENGER
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Martin James, Senior Assistant Chief Accountant
Re: MRV Communications, Inc.
Annual Report on Form 10-K for the Year Ended December 31, 2012
Filed April 2, 2013
File No. 001-11174
Ladies and Gentlemen:
Reference is made to the comment letter dated September 13, 2013 in respect of MRV Communications, Inc.’s (the “Company”) Annual Report on Form 10-K (“Form 10-K”) filed on April 2, 2013 (File No. 001-11174) from the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”). Set forth below in detail are the responses to the Staff’s comments, which have been provided in each case following the text of the comment in the Staff’s letter:
Note 13. Segment Reporting and Geographic Information, page 77
1. We note your disclosure of revenues by geographical area, including “Americas, Europe and Asia Pacific.” Please explain to us how your disclosure complies with FASB ASC 280-10-50-41a, which requires separate disclosure of revenues attributed to your country of domicile. Otherwise, confirm that you will revise your future filings to comply and provide us with a copy of your proposed revised disclosures using the December 31, 2012 amounts
Response: The Company respectfully acknowledges the Staff’s comments. The Company agrees with the Staff’s comment and in future filings proposes separating the “Americas” region into two regions: “United States” and “Rest of Americas” in the geographical region table. This change is illustrated in the revised geographical table presentation below (changes in BOLD):
Martin James, Senior Assistant Chief Accountant
U.S. Securities and Exchange Commission
Division of Corporation Finance
October 11, 2013
The following table summarizes external revenue by geographic region (in thousands):
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Years Ended December 31, |
| 2012 |
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| 2011 |
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| 2010 |
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United States |
| $47,250 |
|
|
| $51,076 |
|
|
| $43,974 |
|
Americas (Excluding the U.S.) |
| 6,008 |
|
|
| 6,357 |
|
|
| 8,845 |
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Europe |
| 88,868 |
|
|
| 94,317 |
|
|
| 100,782 |
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Asia Pacific |
| 9,521 |
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|
| 5,296 |
|
|
| 9,779 |
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Other regions |
| 14 |
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|
| 22 |
|
|
| 81 |
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Total |
| $151,661 |
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| $157,068 |
|
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| $163,461 |
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Revenue from external customers attributed to Italy totalled $73,141, $76,971 and $81,888 for the years ended December 31, 2012, 2011 and 2010, respectively. No other individual foreign country accounted for more than 10% of consolidated revenue. The Company’s revenue by geographical area is based on the customer’s country of domicile.
2. In addition, we note from page 39 that all Network Integration revenues, or 49% of your consolidated revenues, were generated in Italy and we note that FASB ASC 280-10-50-41 requires that if revenues from external customers attributed to an individual foreign country are material, those revenues shall be disclosed separately. Please revise your future filings to comply. Please provide us with a copy of your proposed revised disclosures using the December 31, 2012 amounts.
Response: The Company respectfully acknowledges the Staff’s comments. The Company agrees with the Staff’s comment and in future filings proposes modifying our entity wide disclosures about geographic areas to include the amount of revenue attributed to Italy. This change is also illustrated in our response to comment number 1 above (changes in BOLD).
The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the filings it makes with the Commission. The Company understands that Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing and that it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Martin James, Senior Assistant Chief Accountant
U.S. Securities and Exchange Commission
Division of Corporation Finance
October 11, 2013
If you have any questions regarding the Company’s responses or would like to discuss any of its views further, please feel free to contact me at (818) 773-0900, ext. 243, or contact Steven Suzzan of Fulbright & Jaworski LLP at (212) 318-3092.
Yours faithfully,
/s/ Stephen A. Garcia
Stephen A. Garcia
Chief Financial Officer
MRV Communications, Inc.
cc: Eric Attallah, Staff Accountant
Kate Tillan, Assistant Chief Accountant
Steven Suzzan, Esq., Fulbright & Jaworski LLP
