Subsequent Event

On August 10, 2015, we announced that we entered into a shares purchase agreement (“the Purchase Agreement”) with Maticmind S.p.A., (the “Purchaser”) a company incorporated under the laws of Italy, for the sale of all of the shares of our wholly-owned subsidiary Tecnonet. The sale of Tecnonet is subject to stockholder approval, which had not been obtained prior to quarter end, and accordingly, Tecnonet is reported as a continuing operation as of June 30, 2015.

The consideration for the transaction includes a cash payment by the Purchaser to the Company of €15.6 million at closing plus a cash payment by Tecnonet to the Company of €4.1 million prior to closing to repay an outstanding intercompany obligation. The Company is entitled to seek and procure third party debt financing for Tecnonet to provide the funds for this payment, and the Purchaser is obligated to assume this debt at closing. Within 60 days of closing, the parties are required to make a post-closing adjustment based on changes in debt and cash of Tecnonet between June 30, 2015 and closing, as provided for in the Purchase Agreement. The Purchase Agreement contains customary representations, warranties, covenants and indemnification obligations. The transaction is conditioned upon, among other things, the Company receiving stockholder approval for the transaction and other customary closing conditions. The closing is expected to occur by the end of November 2015. The Purchase Agreement contains a €250,000 termination fee (subject to increase to €350,000 if the Purchase Agreement is terminated after November 30, 2015) payable by the Company if the transaction is terminated because MRV stockholder approval is not obtained and under certain other circumstances.

The assets and liabilities of Tecnonet are reflected as assets and liabilities from continuing operations in the Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014, respectively, and consisted of (in thousands):



	June 30, 2015		December 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	2,861	$	6,280
Accounts receivable, net	23,920		25,981
Other receivables	10,261		10,458
Inventories, net	7,880		9,873
Deferred income taxes	11		57
Other current assets	4,244		3,824
Total current assets	49,177		56,473
Property and equipment, net	327		358
Other assets	84		90
Total assets	$	49,588	$	56,921

Liabilities
Current liabilities:
Short-term debt	$	—	$	5,402
Accounts payable	15,651		17,173
Accrued liabilities	4,143		4,048
Deferred revenue	4,906		4,816
Other current liabilities	444		—
Total current liabilities	25,144		31,439
Other long-term liabilities	860		967
Total liabilities	$	26,004	$	32,406