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): FEBRUARY 12, 2002
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
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)
Item 5. Other Events
Registrant's Financial Results
On February 12, 2002, registrant announced its financial results for the
three and 12 months ended December 31, 2001.
Registrant's Reported Consolidated Results:
Revenues for the fourth quarter of 2001 were $73.5 million, compared with $69.7
million in the third quarter of 2001. The net loss for the fourth quarter of
2001 was $88.3 million or $1.14 per share compared with a net loss of $89.6
million or $1.16 per share in the third quarter of 2001.
Revenues for the year ended December 31, 2001 were $332.8 million, compared with
$319.4 million for the year ended December 31, 2000, an increase of
approximately 4.2%. The net loss for fiscal 2001 was $326.4 million or $4.27 per
share, compared with a net loss of $152.9 million or $2.33 per share for the
year ended December 31, 2000.
Registrant's financial results as announced were as follows:
MRV COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
December 31, December 31,
2001 2000
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash & cash equivalents $164,676 $210,080
Short-term investments 46,696 17,766
Restricted cash & cash equivalents 9,341 56,181
Accounts receivable 55,106 62,713
Inventories 57,308 77,005
Deferred income taxes 598 31,227
Other current assets 10,044 22,750
Total current assets 343,769 477,722
PROPERTY AND EQUIPMENT - At cost,
net of depreciation and amortization 72,012 72,269
OTHER ASSETS:
Goodwill & Intangibles 393,477 504,027
Equity investments 16,937 31,734
Deferred income taxes 22,631 6,209
Other assets 13,834 5,660
$862,660 $1,097,621
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of capital
lease obligations $47 $163
Current portion of long-term debt 52,179 2,774
Accounts payable 48,586 56,088
Accrued liabilities 39,035 34,894
Short term debt 18,679 9,104
Deferred revenue 4,165 1,470
Income taxes payable 1,914 6,477
Other current liabilities 3,198 --
Total current liabilities 167,803 110,970
LONG-TERM LIABILITIES
Convertible debentures 89,646 89,646
Capital lease obligations, net
of current portion 430 621
Long-term debt 8,441 60,257
Other long-term liabilities 3,737 3,980
Total long-term liabilities 102,254 154,504
MINORITY INTERESTS 9,762 50,592
STOCKHOLDERS' EQUITY: 582,841 781,555
$862,660 $1,097,621
MRV COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Years Ended, Three Months Ended
December 31, December 31, December 31, December 31,
2001 2000 2001 2000
(Unaudited) (Unaudited) (Unaudited)
REVENUES, net $332,844 $319,394 $73,480 $97,667
COSTS AND EXPENSES:
Cost of goods sold 267,389 203,371 54,612 66,932
Research and
development
expenses 94,813 74,078 24,719 25,626
Selling, general
and administrative
expenses 150,675 124,700 30,958 30,520
Restructuring
expenses 14,110 -- 452 --
Amortization of
goodwill and
intangibles 126,484 66,814 42,099 26,397
Operating (loss)
income (320,627) (149,569) (79,360) (51,808)
Other income
(expense), net (22,777) (9,578) (18,474) (2,136)
Credit
(provision) for
income taxes (4,475) 5,398 (1,882) 7,286
Minority
interests 11,577 796 1,492 1,698
Gain on purchase
of minority
interest,
net of tax 9,949 -- 9,949 --
NET LOSS $(326,353) $(152,953) $(88,275) $(44,960)
NET LOSS PER SHARE
- BASIC AND
DILUTED $(4.27) $(2.33) $(1.14) $(0.62)
SHARES USED IN PER
SHARE CALCULATION
- BASIC AND DILUTED 76,369 65,669 77,545 72,768
SIGNATURES
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, hereunto duly authorized.
Date: February 13, 2002
MRV COMMUNICATIONS, INC.
By: /s/ Shay Gonen
---------------------------------------
Shay Gonen
Interim Chief Financial Officer